Unassociated Document


    EXECUTION
COPY

     

    


    


    HIRO REAL
ESTATE CO,

    


                                                                                 
Landlord

    TO

    


    INTRALINKS,
INC.

    


                                                                                 
Tenant

    


    _______________________________________

    


    Lease

    _______________________________________

    


    


    


    


    Dated as
of December 31, 2009

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE OF
CONTENTS

     

    Page

    


    
      	
              Article
      1 Premises; Term; Use

            	
              1

            
	
              1.01

            	
              Demise

            	
              1

            
	
              1.02

            	
              Term

            	
              1

            
	
              1.03

            	
              Commencement
      Date

            	
              1

            
	
              1.04

            	
              Tenant
      Delay

            	
              1

            
	
              1.05

            	
              Use

            	
              2

            
	 	 
	
              Article
      2 Rent

            	
              2

            
	
              2.01

            	
              Rent

            	
              2

            
	
              2.02

            	
              Fixed
      Rent

            	
              2

            
	
              2.03

            	
              Additional
      Charges

            	
              3

            
	
              2.04

            	
              Tax
      Payments

            	
              3

            
	
              2.05

            	
              Operating
      Payments

            	
              6

            
	
              2.06

            	
              Tax
      and Operating Provisions

            	
              11

            
	
              2.07

            	
              Electric
      Charges

            	
              11

            
	
              2.08

            	
              Manner
      of Payment

            	
              12

            
	
              2.09

            	
              Security

            	
              13

            
	 	 
	
              Article
      3 Landlord Covenants

            	
              14

            
	
              3.01

            	
              Landlord
      Services

            	
              14

            
	 	 
	
              Article
      4 Leasehold Improvements; Tenant Covenants

            	
              17

            
	
              4.01

            	
              As
      Is

            	
              17

            
	
              4.02

            	
              Alterations

            	
              17

            
	
              4.03

            	
              Landlord’s
      and Tenant’s Property

            	
              21

            
	
              4.04

            	
              Access
      and Changes to Building

            	
              22

            
	
              4.05

            	
              Repairs

            	
              23

            
	
              4.06

            	
              Compliance
      with Laws

            	
              23

            
	
              4.07

            	
              Tenant
      Advertising

            	
              24

            
	
              4.08

            	
              Right
      to Perform Tenant Covenants

            	
              25

            
	 	 
	
              Article
      5 Assignment and Subletting

            	
              25

            
	
              5.01

            	
              Assignment;
      Etc

            	
              25

            
	
              5.02

            	
              Landlord’s
      Right of First Offer

            	
              26

            
	
              5.03

            	
              Assignment
      and Subletting Procedures

            	
              29

            
	
              5.04

            	
              General
      Provisions

            	
              30

            
	
              5.05

            	
              Assignment
      and Sublease Profits

            	
              32

            
	 	 
	
              Article
      6 Subordination; Default; Indemnity

            	
              33

            
	
              6.01

            	
              Subordination

            	
              33

            
	
              6.02

            	
              Estoppel
      Certificate

            	
              35

            
	
              6.03

            	
              Default

            	
              36

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.04

            	
              Re-entry
      by Landlord

            	
              36

            
	
              6.05

            	
              Damages

            	
              37

            
	
              6.06

            	
              Other
      Remedies

            	
              38

            
	
              6.07

            	
              Right
      to Injunction

            	
              38

            
	
              6.08

            	
              Certain
      Waivers

            	
              38

            
	
              6.09

            	
              No
      Waiver

            	
              38

            
	
              6.10

            	
              Holding
      Over

            	
              38

            
	
              6.11

            	
              Attorneys’
      Fees

            	
              39

            
	
              6.12

            	
              Nonliability
      and Indemnification

            	
              39

            
	 	 
	
              Article
      7 Insurance; Casualty; Condemnation

            	
              40

            
	
              7.01

            	
              Compliance
      with Insurance Standards

            	
              40

            
	
              7.02

            	
              Tenant’s
      Insurance

            	
              41

            
	
              7.03

            	
              Subrogation
      Waiver

            	
              42

            
	
              7.04

            	
              Condemnation

            	
              42

            
	
              7.05

            	
              Casualty

            	
              43

            
	 	 
	
              Article
      8 Miscellaneous Provisions

            	
              45

            
	
              8.01

            	
              Notice

            	
              45

            
	
              8.02

            	
              Building
      Rules

            	
              47

            
	
              8.03

            	
              Severability

            	
              47

            
	
              8.04

            	
              Certain
      Definitions

            	
              47

            
	
              8.05

            	
              Quiet
      Enjoyment

            	
              47

            
	
              8.06

            	
              Limitation
      of Landlords Personal Liability

            	
              48

            
	
              8.07

            	
              Counterclaims

            	
              48

            
	
              8.08

            	
              Survival

            	
              48

            
	
              8.09

            	
              Certain
      Remedies

            	
              48

            
	
              8.10

            	
              No
      Offer

            	
              48

            
	
              8.11

            	
              Captions;
      Construction

            	
              48

            
	
              8.12

            	
              Amendments

            	
              49

            
	
              8.13

            	
              Broker

            	
              49

            
	
              8.14

            	
              Merger

            	
              49

            
	
              8.15

            	
              Successors

            	
              49

            
	
              8.16

            	
              Applicable
      Law

            	
              49

            
	
              8.17

            	
              No
      Development Rights

            	
              49

            
	
              8.18

            	
              Condominium

            	
              49

            
	
              8.19

            	
              Embargoed
      Person

            	
              50

            
	
              8.20

            	
              Landlord’s
      Contribution

            	
              50

            
	 	 
	
              Article
      9 Renewal Right

            	
              52

            
	
              9.01

            	
              Renewal
      Right

            	
              52

            
	
              9.02

            	
              Renewal
      Rent and Other Terms

            	
              52

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    EXHIBITS

     

    
      	
              A

            	
              Description
      of Land

            
	
              B

            	
              Floor
      Plan

            
	
              C

            	
              Tenant
      Manual

            
	
              D

            	
              HVAC
      Specifications

            
	
              E

            	
              Standard
      Cleaning Specifications

            
	
              F

            	
              Form
      of Letter of Credit

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    INDEX OF DEFINED
TERMS

     

    


    
      	
              Definition

            	 
      	
              Where
      Defined

               

            
	
              AAA

            	 
      	
              Section
      2.05

            
	
              Actual
      Charge

            	 
      	
              Section
      2.07

            
	
              Additional
      Charges

            	 
      	
              Section
      2.03

            
	
              Affiliate

            	 
      	
              Section
      5.01

            
	
              Alterations

            	 
      	
              Section
      4.02

            
	
              Arbiter

            	 
      	
              Section
      2.05

            
	
              Assignment
      Consideration

            	 
      	
              Section
      5.05

            
	
              Basement
      Fixed Rent

            	 
      	
              Section
      2.02

            
	
              Basement
      Premises

            	 
      	
              Section
      1.01

            
	
              Base
      Operating Amount

            	 
      	
              Section
      2.05

            
	
              Base
      Operating Year

            	 
      	
              Section
      2.05

            
	
              Base
      Tax Amount

            	 
      	
              Section
      2.04

            
	
              Basement
      Premises

            	 
      	
              Section
      1.01

            
	
              Bid
      Tax

            	 
      	
              Section
      2.04

            
	
              Broker

            	 
      	
              Section
      8.13

            
	
              Building

            	 
      	
              Recitals

            
	
              Business
      Days

            	 
      	
              Section
      3.01

            
	
              Business
      Hours

            	 
      	
              Section
      3.01

            
	
              Cancellation
      Deadline Date

            	 
      	
              Section
      6.01

            
	
              Casualty

            	 
      	
              Section
      7.05

            
	
              Commencement
      Date

            	 
      	
              Section
      1.03

            
	
              Companies

            	 
      	
              Section
      6.01

            
	
              Consent

            	 
      	
              Section
      6.01

            
	
              Consent
      Receipt Date

            	 
      	
              Section
      6.01

            
	
              Control

            	 
      	
              Section
      5.01

            
	
              CPI

            	 
      	
              Section
      4.02

            
	
              Curing
      Party

            	 
      	
              Section
      4.07

            
	
              Damage
      Termination Date

            	 
      	
              Section
      7.05

            
	
              Damage
      Termination Notice

            	 
      	
              Section
      7.05

            
	
              Declaration

            	 
      	
              Section
      8.18

            
	
              Documentation

            	 
      	
              Section
      8.20

            
	
              8th
      Floor Fixed Rent

            	 
      	
              Section
      2.02

            
	
              8th
      Floor Premises

            	 
      	
              Section
      1.01

            
	
              Eligibility
      Period

            	 
      	
              Section
      3.01

            
	
              Embargoed
      Person

            	 
      	
              Section
      8.19

            
	
              Existing
      Ground Lease

            	 
      	
              Section
      6.01

            
	
              Expiration
      Date.

            	 
      	
              Section
      1.02

            
	
              First
      Reduction Date

            	 
      	
              Section
      2.09

            
	
              Fixed
      Rent

            	 
      	
              Section
      2.02

            
	
              Fixtures

            	 
      	
              Section
      4.03

            
	
              Force
      Majeure

            	 
      	
              Section
      3.01

            
	
              Future
      Ground Lease

            	 
      	
              Section
      6.01

            
	
              Future
      Ground Lease Commencement Date

            	 
      	
              Section
      6.01

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Future
      Landlord

            	 
      	
              Section
      6.01

            
	
              GAAP

            	 
      	
              Section
      2.05

            
	
              Holdover
      Percentage

            	 
      	
              Section
      6.10

            
	
              ICIP

            	 
      	
              Section
      2.04

            
	
              Improvements
      and Betterments

            	 
      	
              Section
      4.03

            
	
              Indemnified
      Party

            	 
      	
              Section
      6.12

            
	
              Indenture

            	 
      	
              Section
      6.01

            
	
              Initial
      Tenant Work

            	 
      	
              Section
      8.20

            
	
              Interest
      Rate

            	 
      	
              Section
      4.08

            
	
              Land

            	 
      	
              Recitals

            
	
              Landlord

            	 
      	
              Introduction;
      
Section 8.04

            
	
              Landlord’s
      Contribution

            	 
      	
              Section
      8.20

            
	
              Landlord’s
      Rate

            	 
      	
              Section
      2.07

            
	
              Landlord
      Services

            	 
      	
              Section
      3.01

            
	
              Landlord’s
      Rate

            	 
      	
              Section
      2.07

            
	
              Landlord’s
      Statement

            	 
      	
              Section
      2.05

            
	
              Laws

            	 
      	
              Section
      4.06

            
	
              LC
      Date

            	 
      	
              Section
      2.09

            
	
              Letter
      of Credit

            	 
      	
              Section
      2.09

            
	
              Material
      Alteration

            	 
      	
              Section
      4.02

            
	
              Meredith

            	 
      	
              Section
      1.03

            
	
              Minimum
      Charge

            	 
      	
              Section
      2.07

            
	
              Minor
      Alteration

            	 
      	
              Section
      4.02

            
	
              New
      Tenant

            	 
      	
              Section
      6.10

            
	
              OLS

            	 
      	
              Section
      2.04

            
	
              Operating
      Expenses

            	 
      	
              Section
      2.05

            
	
              Operating
      Payments

            	 
      	
              Section
      2.05

            
	
              Operating
      Year

            	 
      	
              Section
      2.05

            
	
              Original
      Letter of Credit

            	 
      	
              Section
      2.09

            
	
              Other
      Sublease Consideration

            	 
      	
              Section
      5.05

            
	
              Outside
      Repair Date

            	 
      	
              Section
      7.05

            
	
              Premises,

            	 
      	
              Section
      1.01

            
	
              Project

            	 
      	
              Recitals

            
	
              Qualified
      Soft Costs

            	 
      	
              Section
      8.20

            
	
              Records

            	 
      	
              Section
      2.05

            
	
              Reduction
      Amount

            	 
      	
              Section
      2.09

            
	
              Reduction
      Date

            	 
      	
              Section
      2.09

            
	
              Rent

            	 
      	
              Section
      2.01

            
	
              Rent
      Commencement Date

            	 
      	
              Section
      2.02

            
	
              Satisfactory
      Net Worth

            	 
      	
              Section
      4.02

            
	
              Second
      Reduction Date

            	 
      	
              Section
      2.09

            
	
              SNDA

            	 
      	
              Section
      6.01

            
	
              SNDA
      Date

            	 
      	
              Section
      6.01

            
	
              Substantial
      Casualty

            	 
      	
              Section
      7.05

            
	
              Successor
      Landlord

            	 
      	
              Section
      6.01

            


    

    


    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    


    
      	
              Superior
      Lease

            	 
      	
              Section
      6.01

            
	
              Superior
      Lessor

            	 
      	
              Section
      6.01

            
	
              Superior
      Mortgage

            	 
      	
              Section
      6.01

            
	
              Superior
      Mortgagee

            	 
      	
              Section
      6.01

            
	
              Tax
      Payment

            	 
      	
              Section
      2.04

            
	
              Tax
      Year

            	 
      	
              Section
      2.04

            
	
              Taxes

            	 
      	
              Section
      2.04

            
	
              Tenant

            	 
      	
              Introduction

            
	
              Tenant
      Delay

            	 
      	
              Section
      1.04

            
	
              Tenant
      Manual

            	 
      	
              Section
      3.01

            
	
              Tenant’s
      Basic Cost

            	 
      	
              Section
      5.05

            
	
              Tenant’s
      Common Area Electric Share

            	 
      	
              Section
      2.07

            
	
              Tenant’s
      Offer Notice

            	 
      	
              Section
      5.02

            
	
              Tenant’s
      Operating Share

            	 
      	
              Section
      2.05

            
	
              Tenant’s
      Property

            	 
      	
              Section
      4.03

            
	
              Tenant’s
      Statement

            	 
      	
              Section
      2.05

            
	
              Tenant’s
      Tax Share

            	 
      	
              Section
      2.04

            
	
              Term

            	 
      	
              Section
      1.02

            
	
              Third
      Reduction Date

            	 
      	
              Section
      2.09

            
	
              Transfer
      Notice

            	 
      	
              Section
      5.03

            


    

    


    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

       

      
        LEASE,
dated as of December 31. 2009, between HIRO REAL ESTATE CO, (“Landlord”), a New
York general partnership whose address is 150 East 42nd Street, Mezzanine Level,
New York, New York 10017 and INTRALINKS, INC. (“Tenant”), a Delaware
corporation whose address is 150 East 42nd Street, 8th Floor, New York, New York
10017.

         

        WITNESSETH

         

        WHEREAS,
Landlord is willing to lease to Tenant and Tenant is willing to hire from
Landlord, on the terms hereinafter set forth, certain space in the office
building located at 150 East 42nd Street, New York, New York (the “Building”) on the
land more particularly described in Exhibit A (the “Land”; the Land and
the Building and all plazas, sidewalks and curbs adjacent thereto are
collectively called the “Project”).

         

        NOW,
THEREFORE, Landlord and Tenant agree as follows:

         

        ARTICLE
1

         

        Premises; Term;
Use

         

        1.01           Demise.  Landlord
hereby leases to Tenant and Tenant hereby hires from Landlord, subject to the
terms and conditions of this Lease, the entire 8th floor of the Building (the
“8th
Floor
Premises”) and certain storage space in the basement of the Building (the
“Basement
Premises”, and together with the 8th Floor
Premises, the “Premises”)
substantially as shown hatched on the plan annexed as Exhibit
B.  Landlord and Tenant agree that the 8th Floor
Premises is conclusively deemed to contain 43,304 rentable square feet and the
Basement Premises is conclusively deemed to contain 500 rentable square
feet.

         

        1.02           Term.  The
term of this Lease (the “Term”) shall commence on the Commencement Date and
shall end, unless sooner terminated as herein provided, on July 31, 2021 (such
date, as the same may be extended pursuant to Article 9, is called
(the “Expiration
Date”).  Landlord, Tenant and Hiro Real Estate, L.L.C.
acknowledge that the Term of the Lease shall continue beyond the expiration of
the Existing Ground Lease.

         

        1.03           Commencement
Date.  “Commencement Date”
means August 1, 2011.  The parties acknowledge that (i) Tenant is
currently occupying the 8th Floor
Premises pursuant to a certain Sublease, dated as of September 24, 2007, as
amended by that certain First Amendment to Sublease dated as of June 16, 2009
(as amended, the “Sublease”), between
Tenant and Meredith Corporation (“Meredith”) (as
successor-in-interest to Gruner + Jahr Printing and Publishing Company), (ii)
Tenant is currently occupying the Basement Premises pursuant to a certain
License Agreement, dated as of January 1, 2010, between Tenant and Landlord, and
(iii) Tenant is fully aware of the condition of the
Premises.  Notwithstanding anything contained herein to the contrary,
if the Sublease shall terminate prior to July 31, 2011 due to a default
thereunder by Tenant, the same shall constitute a default hereunder by Tenant
and Landlord shall have all rights and remedies in connection therewith,
including the right to terminate this Lease by delivering notice thereof to
Tenant.

         

        1.04           Tenant
Delay.  “Tenant Delay” means
any delay which Landlord may encounter in the performance of Landlord’s
obligations under this Lease by reason of any act or omission of any nature of
Tenant, its agents or contractors.  Tenant shall pay to Landlord any
costs or expenses incurred by Landlord by reason of any Tenant
Delay.

         

        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        


        1.05           Use.  The
8th
Floor Premises shall be used and occupied by Tenant (and its permitted
subtenants) solely as general and executive offices (including such ancillary
uses in connection therewith as shall be reasonably required by Tenant in the
operation of its business).  The Basement Premises shall be uses for
storage of Tenant’s documents and office equipment and supplies, and for no
other purpose.  In no event shall the Premises be used for any of the
following: (a) a banking, trust company, or safe deposit business, (b) a savings
bank, a savings and loan association, or a loan company, (c) the sale of
travelers’ checks and/or foreign exchange, (d) a stock brokerage office or for
stock brokerage purposes, (e) a restaurant, bar or for the sale of food or
beverages, (f) photographic reproductions and/or offset printing, (g) an
employment or travel agency or airline ticket counter, (h) a school or
classroom, (i) medical or psychiatric offices, (j) conduct of an auction, (k)
gambling activities, (1) conduct of obscene, pornographic or similar
disreputable activities, (m) offices of an agency, department or bureau of the
United States Government, any state or municipality within the United States or
any foreign government, or any political subdivision of any of them, (n) offices
of any charitable, religious, union or other not for profit organization; provided, that, if
any proposed subtenant is a not for profit organization (other than a religious
or union organization).  Landlord shall not reject such proposed
subtenant solely on the basis of its not for profit status (it being agreed that
this provision shall not limit or otherwise affect Tenant’s obligation to obtain
Landlord’s consent to any sublease or any of Landlord’s rights or remedies, or
Tenant’s obligations, relating thereto) or (o) offices of any tax exempt entity
within the meaning of Section 168(h)(2) of the Internal Revenue Code of 1986, as
amended, or any successor or substitute statute, or rule or regulation
applicable thereto.  The Premises shall not be used for any purpose
which would tend to lower the first-class character of the Building, create
unreasonable or excessive elevator or floor loads, impair or interfere with any
of the Building operations or the proper and economic heating, ventilation,
air-conditioning, cleaning or other servicing of the Building, constitute a
public or private nuisance, interfere with, annoy or disturb any other tenant or
Landlord, or impair the appearance of the Building.

         

        ARTICLE
2

         

        Rent

         

        2.01           Rent.  “Rent” shall consist
of Fixed Rent and Additional Charges.

         

        2.02           Fixed
Rent.  (a)           The
fixed rent for the 8th Floor
Premises (the “8th Floor Fixed Rent”)
shall be (a) for the period commencing on the Rent Commencement Date and ending
on July 31, 2016, at the annual rate of $2,165,200.00 (i.e., $50.00 per rentable
square foot contained in the 8th Floor
Premises) and (b) for the period commencing on August 1, 2016 and ending on the
Expiration Date, at the annual rate of $2,338,416.00 (i.e., $54.00 per rentable
square foot contained in the 8th Floor
Premises).

         

        (b)           The
Fixed Rent for the Basement Premises (the “Basement Fixed Rent”)
shall be (a) for the period commencing on the Commencement Date (it being
understood that Tenant is not entitled to any free rent with respect to the
Basement Premises) and ending on July 31, 2016, at the annual rate of $11,000.00
(i.e., $22.00 per rentable square foot contained in the Basement Premises) and
(b) for the period commencing on August 1, 2016 and ending on the Expiration
Date, at the annual rate of $12,500.00 (i.e., $25.00 per rentable square foot
contained in the Basement Premises), in each ease inclusive of the cost of
electricity for the Basement Premises.

         

        


        
          
            
               


            

            
              -2-

              
                

              

            

            
               


            

          

        

        


        (c)           The
8th
Floor Fixed Rent shall be payable by Tenant in equal monthly installments in
advance on the Rent Commencement Date and on the first day of each calendar
month thereafter.  The Basement Fixed Rent shall be payable by Tenant
in equal monthly installments in advance on the Commencement Date and on the
first day of each calendar month thereafter.  Tenant shall pay, upon
the execution and delivery of this Lease by Tenant, the first full monthly
installment of Fixed Rent.  The 8th Floor
Fixed Rent and the Basement Fixed Rent are, collectively, the “Fixed
Rent”.  “Rent Commencement
Date” means August 1, 2012.

         

        2.03           Additional
Charges.  “Additional Charges”
means Tax Payments, Operating Payments 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.

         

        2.04           Tax
Payments.  (b)           “Base Tax Amount”
means the Taxes (excluding any amounts described in Section 2.04(b)(iii))
for the Tax Year commencing on July 1, 2010.

         

        (b)           “Taxes” means (i) the
real estate taxes, vault taxes, assessments and special assessments levied,
assessed or imposed upon or with respect to the Project by any federal, state,
municipal or other government or governmental body or authority (including,
without limitation, any taxes, assessments or charges imposed upon or against
the Project, Landlord or the owner of the Project with respect to the Grand
Central Business District (or any successor thereto) or any other business
improvement district (collectively, “Bid Taxes”)), (ii)
all taxes assessed or imposed with respect to the rentals payable under this
Lease other than general income and gross receipts taxes; provided, that any
such tax shall exclude Commercial Rent or Occupancy Taxes imposed pursuant to
Title 11, Chapter 7 of the New York City Administrative Code so long as such tax
is required to be paid by Tenants directly to the taxing authority and (iii) any
reasonable expenses incurred by Landlord in contesting such taxes or assessments
and/or the assessed value of the Project, which expenses shall be allocated to
the Tax Year to which such expenses relate.  If at any time the method
of taxation shall be altered so that in lieu of or as an addition to or as a
substitute for, the whole or any part of such real estate taxes, assessments and
special assessments now imposed on real estate, there shall be levied, assessed
or imposed (x) a tax, assessment, levy, imposition, fee or charge wholly or
partially as a capital levy or otherwise on the rents received therefrom, or (y)
any other additional or substitute tax, assessment, levy, imposition, fee or
charge, including, without limitation, business improvement district and
transportation taxes, fees and assessments, then all such taxes, assessments,
levies, impositions, fees or charges or the part thereof so measured or based
shall be included in “Taxes”.  If
the owner, or lessee under a Superior Lease, of all or any part of the Building
and/or the Land is an entity exempt from the payment of taxes described in clauses (i) and (ii), there shall be
included in “Taxes” the taxes
described in clauses
(i) and (ii) which would be
so levied, assessed or imposed if such owner or lessee were not so exempt and
such taxes shall be deemed to have been paid by Landlord on the dates on which
such taxes otherwise would have been payable if such owner or lessee were not so
exempt.  Except as permitted in this Section 2.04(b),
“Taxes” shall
not include any franchise income, capital stock or transfer tax.  If
the Bid Taxes are eliminated or reduced after the date hereof, then, as of the
date of such elimination or reduction, the Base Tax Amount shall be recalculated
to take into account the elimination or reduction of the Bid Taxes.

         

        


        
          
            
               


            

            
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        (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 3.06% (calculated by dividing (i) the rentable square foot area of the 8th
Floor Premises (which the parties conclusively agree shall be deemed to be
43,304) by (ii) the rentable square foot area of the portions of the Building
leased for office or retail purposes (which the parties conclusively agree shall
be deemed to be 1,414,367)).  The Tenant’s Tax Share shall not be
subject to modification or dispute.

         

        (e)           (i)           If
Taxes for any Tax Year, including the Tax Year in which the Commencement Date
occurs, shall exceed the Base Tax Amount, 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 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 Tenant’s
receipt of a statement therefor by Landlord to Tenant, which statement may be
rendered so as to require Tenant’s Tax Share to be paid by Tenant no earlier
than thirty (30) days prior to the date such Taxes first become
due.  The statement to be rendered by Landlord shall set forth in
reasonable detail the computation of Tenant’s Tax Share of the particular
installment(s) being billed.  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.

         

        (ii)           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, 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 may furnish to Tenant, prior to
the commencement of each Tax Year, a statement setting forth Landlord’s
reasonable estimate of the Tax Payment for such Tax Year.  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 estimate of the Tax Payment 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 (A) 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
2.04(e)(ii) in respect of the last month of the preceding Tax Year; (B)
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 ten (10) days after demand therefor, or (y) if
there is an overpayment, Landlord shall refund to Tenant the amount thereof; and
(C) 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, 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 refunded as the case may be, substantially in the same manner as provided in
the preceding sentence.  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 180 days after the end of each Tax
Year).  If such statement shall show that the sums paid by Tenant, if
any, under Section
2.04(e)(ii) exceeded the Tax Payment to be paid by Tenant for the
applicable Tax Year, Landlord shall refund to Tenant the amount of such excess;
and 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 10 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 refunded, 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 of Taxes for any Tax Year, Landlord shall pay to
Tenant Tenant’s Tax Share of the net refund (after deducting from such refund
the costs and expenses of obtaining the same, including, without limitation,
appraisal, accounting and reasonable legal fees, to the extent that such costs
and expenses were not included in the Taxes for such Tax Year); provided, that such
payment 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 2.04, and
Tenant shall pay the deficiency within 10 days after demand
therefor.

         

        (h)           Landlord
hereby notifies Tenant that Landlord intends to avail itself of the Industrial
and Commercial Incentive Program (“ICIP”).  In
connection therewith, all of Tenant’s construction managers, contractors and
subcontractors employed in connection with construction work at the Building
shall be contractually required by Tenant to comply with the New York City
Office of Labor Services/Construction Division (“OLS”) requirements
applicable to construction projects benefiting from the ICIP.  Such
compliance, as of the date hereof, includes the following: the submission and
approval of a Construction Employment Report, attendance at a pre-construction
conference with representatives of OLS and adherence to the provisions of
Article 22 of the ICIP Rules and Regulations, the provisions of New York City
Charter Chapter 13-B and the provisions of Executive Order No. 50
(1980).  Furthermore, at Landlord’s request.  Tenant shall
(i) report to Landlord the number of workers permanently engaged in employment
in the Premises, the nature of each worker’s employment and, to the extent
applicable, the New York City residency of each worker, (ii) provide access to
the Premises by employees and agents of the Department (as such term is defined
in the ICIP Rules and Regulations) at all reasonable times upon reasonable prior
notice, and (iii) enforce the contractual obligations of Tenant’s construction
managers, contractors and subcontractors to comply with the OLS
requirements.  If Landlord avails itself of the ICIP, Taxes shall be
calculated without regard to any benefits or reductions received by Landlord
from the ICIP.

         

        


        
          
            
               


            

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

         

        (b)           “Base Operating Year”
means calendar year 2011.

         

        (c)           “Landlord’s Statement”
means an instrument setting forth the Operating Payment payable by Tenant for a
specified Operating Year.

         

        (d)           “Operating Expenses”
means all expenses paid or incurred by or on behalf of Landlord in respect of
the repair, replacement, maintenance, operation and security of the Project,
including, without limitation, (i) salaries, wages, medical, surgical, insurance
(including, without limitation, group life and disability insurance), union and
general welfare benefits, pension payments, severance payments, sick day
payments and other fringe benefits of employees of Landlord, Landlord’s
Affiliates and their respective contractors engaged in such repair, replacement,
maintenance, operation and/or security; (ii) payroll taxes, worker’s
compensation, uniforms and related expenses (whether direct or indirect) for
such employees; (iii) the cost of fuel, gas, steam, electricity, heat,
ventilation, air-conditioning and chilled or condenser water, water, sewer and
other utilities, together with any taxes and surcharges on, and fees paid in
connection with the calculation and billing of, such utilities; (iv) the cost of
painting and/or decorating all areas of the Project, excluding, however, any
space contained therein which is demised to tenants; (v) the cost of casualty,
liability, fidelity, rent and all other insurance regarding the Project; (vi)
the cost of all supplies, tools, materials and equipment, whether by purchase or
rental, used in the repair, replacement, maintenance, operation and/or security
of the Project, and any sales and other taxes thereon; (vii) the rental value of
Landlord’s Building office and any other Premises in the Building utilized by
the personnel of either Landlord, Landlord’s Affiliates or Landlord’s
contractors, in connection with the repair, replacement, maintenance, operation
and/or security thereof, and all office expenses, such as telephone, utility,
stationery and similar expenses incurred in connection therewith; (viii) the
cost of cleaning, janitorial and security services, including, without
limitation, glass cleaning, snow and ice removal and garbage and waste
collection and disposal; (ix) the cost of all interior and exterior landscaping
and all temporary exhibitions located at or within the Project; (x) the cost of
all alterations, repairs, replacements and/or improvements made at any time
following the Base

         

        


        
          
            
               


            

            
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        Operating
Year by or on behalf of Landlord, whether structural or non structural, ordinary
or extraordinary, foreseen or unforeseen, and whether or not required by this
Lease, and all tools and equipment related thereto; provided, that if in
accordance with generally accepted accounting principles consistently applied
(“GAAP”), any
of the costs referred to in this clause (x) are
required to be capitalized, then such costs shall not be included in Operating
Expenses unless they (I) are required by any Laws, (II) have the effect of
reducing expenses that would otherwise be included in Operating Expenses, (III)
constitute a replacement which in Landlord’s reasonable judgment is prudent to
make in lieu of repairs to the replaced item(s) or (IV) are depreciable in
accordance with GAAP over a period of not more than 10 years, in which event
(except in the case of alterations, repairs, replacements and/or improvements
described in clause
(III) of this clause (x), the cost
of which shall be included in Operating Expenses in the Operating Year in which
such costs are incurred) the cost thereof, together with interest thereon at the
greater of (A) the Interest Rate in effect on December 31 of the Operating Year
in which such costs were incurred or (B) the actual costs incurred by Landlord
to finance such alterations, repairs, replacements and/or improvements described
in clauses (I),
(II) and (IV) of this clause (x), shall be
amortized and included in Operating Expenses over the shorter of (AA) the useful
life of the item in question, as reasonably determined by Landlord; or (BB) 10
years; (xi) management fees; provided, that if
Landlord or an Affiliate of Landlord is the managing agent of the Building then
the annual management fee shall be a sum in lieu thereof which is not in excess
of the then prevailing rates for managing agents of first class office buildings
in midtown Manhattan; (xii) all reasonable costs and expenses of legal,
bookkeeping, accounting and other professional services; (xiii) fees, dues and
other contributions paid by or on behalf of Landlord to civic or other real
estate organizations and any assessments, dues, levies or charges paid to any
business improvement district or similar organization or to any entity on behalf
of such an organization; and (xiv) all other fees, costs, charges and expenses
properly allocable to the repair, replacement, maintenance, operation and/or
security of the Project, in accordance with then prevailing customs and
practices of the real estate industry in the Borough of Manhattan, City of New
York.  Notwithstanding the foregoing, “Operating Expenses”
shall not include the following: (1) depreciation and amortization (except with
respect to the alterations, repairs, replacements and/or improvements described
in clauses (I),
(II), (III) and (IV) of clause (x) of this
Section
2.05(d)); (2) principal and interest payments and other costs incurred in
connection with any financing or refinancing of the Project or any portion
thereof (except as provided in clause (x) above);
(3) the cost of tenant improvements made for tenant(s) and other occupant(s) of
the Building; (4) brokerage commissions and advertising expenses incurred in
procuring tenants for the Building; (5) the cost of any work or service
performed for any tenant or occupant of the Building (including Tenant), whether
at the expense of Landlord or such tenant, to the extent that such work or
service is in excess of the work or service that Landlord is required to furnish
Tenant under this Lease at the expense of Landlord; (6) the cost of any
electricity consumed in the Premises or in any other space in the Building
demised to tenants; (7) Taxes; (8) legal fees incurred in preparing leases for
tenants or in enforcing the terms of any lease and in connection with
negotiating and performing obligations under the contracts of sale, mortgages
and ground leases (except, to the extent that the costs of performing any such
obligations would otherwise constitute Operating Expenses hereunder, then the
same shall not be excluded from Operating Expenses); (9) costs incurred in
connection with disputes with purchasers and prospective purchasers of the
Building; (10) any cost to the extent Landlord is reimbursed therefor (x) out of
warranty, insurance or condemnation proceeds or (y) by tenants or other
occupants (other than by means of operating expense reimbursement provisions
contained in the leases of other tenants or occupants); (11) wages and salaries
of all persons above the grade of Building manager; (12) costs of electrical
services provided on a rent-inclusion basis that are not provided to Tenant on
such a basis; (13) the cost of removal, abatement or treatment of asbestos or
any other Hazardous Substance in the Building (exclusive of any such costs
incurred in compliance with any applicable Law in the ordinary course of
operating, maintaining, owing, managing or repairing the Project, which costs
may be included in Operating Expenses and exclusive of any such costs relating
to materials introduced into the Building by Tenant or anyone claiming under or
through Tenant, the cost of which shall be borne by Tenant); (14) contributions
to Operating Expense reserves (however, the application of such reserves for the
payment of Operating Expenses shall be an Operating Expense); (15) costs of
purchasing objects of art in the common areas of the Building, to the extent
that such objects of art constitute fine art; (16) costs resulting from the
willful misconduct of Landlord; (17) costs incurred to cure Landlord’s violation
of any Law which Landlord has received notice of as of the date of this Lease;
(18) fines and penalties resulting from Landlord’s failure to comply with Laws;
(19) costs of any judgment, settlement or arbitration award resulting from any
tort liability of Landlord or constituting punitive damages; (20) general
overhead and administrative costs of Landlord not directly related to the
ownership, management, maintenance, repair or operation of the Building or the
Project; (21) costs incurred by Landlord due to any misrepresentation or
indemnification obligation of Landlord under this Lease or any other lease,
occupancy agreement or contract (unless such indemnification obligation is for
an item that otherwise constitutes and Operating Expense); (22) fines and
penalties on late payments; and (23) costs and expenses attributable to services
provided to leased retail areas (as reasonably determined by Landlord) and which
are reimbursed by retail tenants in the Building.

         

        


        
          
            
               


            

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

         

        (f)           “Tenant’s Operating
Share” means 3.16% (calculated by dividing (i) the rentable square foot
area of the 8th Floor Premises (which the parties agree shall be conclusively
deemed to be 43,304) by (ii) the rentable square foot area of the Building (not
including the ground floor or any below ground floor space) which the parties
conclusively agree shall be deemed to be 1,371,735) The Tenant’s Operating Share
shall not be subject to modification or dispute.

         

        (g)           For
each Operating Year, including the Operating Year in which the Commencement Date
occurs, 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 all or part of any year, including the Base Operating Year, (i) less than
ninety-five percent (95%) of the leasable space in the Building is occupied by
tenants or occupants or (ii) Landlord shall furnish any particular item(s) of
work or service (which would constitute an Operating Expense hereunder) to less
than ninety-five percent (95%) of the leasable portions of the Building or to
only a portion of the Property, due to the fact that less than ninety-five
percent (95%) of the leasable portions of the Building are occupied, or because
such item of work or service is not required or desired by the tenant of such
portion, or such tenant is itself obtaining and providing such item of work or
service, or for other reasons, then, for the purposes of computing the
Additional Charges payable hereunder, the amount of Operating Expenses or the
amount of the expenses attributable to such item, as the case may be, for such
period shall be deemed to be increased by an amount equal to the additional
costs and expenses which would reasonably have been incurred during such period
had the Building been at least ninety-five percent (95%) occupied or had
Landlord furnished such item of work or services to such other portions of the
Building or the Property, Notwithstanding the foregoing, if during the Base
Operating Year more than ninety-five percent (95%) of the Building’s rentable
space was occupied then the reference to “ninety-five percent (95%)” contained
in the preceding sentence shall instead be modified to be the actual percentage
of the Building’s rentable space so occupied during the Base Operating
Year.

         

        


        
          
            
               


            

            
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        (i)           Landlord
may furnish to Tenant, prior to the commencement of each Operating Year, a
statement setting forth Landlord’s reasonable estimate of the Operating Payment
for such Operating Year.  Tenant shall pay to Landlord on the first
day of each month during such Operating Year, an amount equal to 1/12th of
Landlord’s 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 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 2.05 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 30 days after demand therefor, or (y) if there is
an overpayment, Landlord shall refund to Tenant the amount thereof within 30
days; and (C) on the first day of the month following the month in which such
estimate is furnished to Tenant and monthly thereafter throughout such Operating
Year 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 refunded as the
case may be, substantially in the same manner as provided in the preceding
sentence.

         

        (j)           Landlord
shall furnish to Tenant a Landlord’s Statement for each Operating Year after the
Base Operating Year (and shall endeavor to do so within 180 days after the end
of each Operating Year).  If Landlord’s Statement shall show that the
sums paid by Tenant, if any, under Section 2.05(i)
exceeded the Operating Payment to be paid by Tenant for the applicable Operating
Year, Landlord shall refund to Tenant the amount of such excess within 30 days;
and 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 30 days after demand
therefor.

         

        (k)           (i)           Tenant,
upon notice given within 90 days after Tenant’s receipt of a Landlord’s
Statement with respect to any Operating Year, may elect to have Tenant’s
designated (in such notice) certified public accountant (who may be an employee
of Tenant but may not be a person or entity compensated on a contingency basis)
examine such of Landlord’s books and records (collectively “Records”) relating to
such Operating Year.  As a condition to Tenant’s right to review the
Records, Tenant shall pay all sums required to be paid in accordance with the
Landlord’s Statement in question.  If Tenant shall not give such
notice within such 90 day period, then such Landlord’s Statement shall be
conclusive and binding upon Tenant.  Tenant and Tenant’s employees,
accountants and agents shall treat all Records as confidential, and, upon
request by Landlord, shall confirm such confidentiality obligation in
writing.

         

        


        
          
            
               


            

            
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        (ii)           Tenant,
within 60 days after the date on which the Records are made available to Tenant,
may send a notice (“Tenant’s Statement”)
to Landlord that Tenant disagrees with the applicable Landlord’s Statement,
specifying in reasonable detail the basis for Tenant’s disagreement and the
amount of the Operating Payment Tenant claims is due.  If Tenant fails
timely to deliver a Tenant’s Statement, then such Landlord’s Statement shall be
conclusive and binding on Tenant.  Landlord and Tenant shall attempt
to resolve such disagreement.  If they are unable to do so and
provided that the amount of the Operating Payment Tenant claims is due is
substantially different from the amount of the Operating Payment Landlord claims
is due, Tenant shall notify Landlord, within 90 days after the date on which the
Records are made available to Tenant in connection with the disagreement in
question, that Tenant desires to have such disagreement determined by an
Arbiter, and promptly thereafter Landlord and Tenant shall designate a certified
public accountant (the “Arbiter”) whose
determination made in accordance with this Section 2.05(k)(ii)
shall be binding upon the parties; it being understood that if the amount of the
Operating Payment Tenant claims is due is not substantially different from the
amount of the Operating Payment Landlord claims is due, then Tenant shall have
no right to protest such amount and shall pay the amount that Landlord claims is
due to the extent not theretofore paid.  If Tenant timely delivers a
Tenant’s Statement, the disagreement referenced therein is not resolved by the
parties and Tenant fails to notify Landlord of Tenant’s desire to have such
disagreement determined by an Arbiter within the 90 day period set forth in the
preceding sentence, then the Landlord’s Statement to which such disagreement
relates shall be conclusive and binding on Tenant.  If the
determination of the Arbiter shall substantially confirm the determination of
Landlord, then Tenant shall pay the cost of the Arbiter.  If the
Arbiter shall substantially confirm the determination of Tenant, then Landlord
shall pay the cost of the Arbiter.  In all other events, the cost of
the Arbiter shall be borne equally by Landlord and Tenant.  The
Arbiter shall be a member of an independent certified public accounting firm
having at least 3 accounting professionals.  If Landlord and Tenant
shall be unable to agree upon the designation of the Arbiter within 15 days
after receipt of notice from the other party requesting agreement as to the
designation of the Arbiter, which notice shall contain the names and addresses
of two or more certified public accountants who are acceptable to the party
sending such notice, then either party shall have the right to request The Real
Estate Board of New York, Inc., or if such organization fails to act in
accordance herewith or no longer exists, the American Arbitration Association
(or any organization which is the successor thereto) (the “AAA”) to designate as
the Arbiter a certified public accountant whose determination made in accordance
with this Section
2.05(k)(ii) shall be conclusive and binding upon the parties, and the
cost of such certified public accountant shall be borne as provided above in the
case of the Arbiter designated by Landlord and Tenant.  Any
determination made by an Arbiter shall not exceed the amount determined to be
due in the first instance by Landlord’s Statement, nor shall such determination
be less than the amount claimed to be due by Tenant in Tenant’s Statement, and
any determination which does not comply with the foregoing shall be null and
void and not binding on the parties.  In rendering such determination
such Arbiter shall not add to, subtract from or otherwise modify the provisions
of this Lease, including the immediately preceding sentence.  Pending
the resolution of any contest pursuant to this Section 2.05(k)(ii),
and as a condition to Tenant’s right to prosecute such contest, Tenant shall pay
all sums required to be paid in accordance with the Landlord’s Statement in
question.  If Tenant shall prevail in such contest, an appropriate
refund shall be made by Landlord to Tenant within 30 days.  The term
“substantially” as used in this Section 2.05(k)(ii),
shall mean a variance of 5% or more of the Operating Payment in
question.

         

        


        
          
            
               


            

            
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        2.06           Tax and Operating
Provisions.  (a)    In any case
provided in Section.2.04 or 2.05 in which Tenant
is entitled to a refund, Landlord may, in lieu of making such refund, credit
against future installments of Rent any amounts to which Tenant shall be
entitled.  Nothing in this Article 2 shall be
construed so as to result in a decrease in the Fixed Rent.  If this
Lease shall expire before any such credit shall have been fully applied, then
(provided Tenant is not in default under this Lease) Landlord shall refund to
Tenant the unapplied balance of such credit within 30 days.

         

        (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.  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.  Notwithstanding anything to the contrary herein, in no case
shall Landlord render a Landlord’s Statement for an Operating Year or a
statement with respect to any Tax Payment for a Tax Year later than 36 months
after the end of the applicable Operating Year or Tax Year, as
applicable.

         

        (c)           Landlord
and Tenant confirm that the computations under this Article 2 are
intended to constitute a formula for agreed rental escalation and may or may not
constitute an actual reimbursement to Landlord for Taxes and other costs and
expenses incurred by Landlord with respect to the Project.

         

        (d)           Each
Tax Payment in respect of a Tax Year, and each Operating Payment in respect of
an Operating Year, which begins prior to the Commencement Date or ends after the
expiration or earlier termination of this Lease, and any tax refund pursuant to
Section
2.04(f), shall be prorated to correspond to that portion of such Tax Year
or Operating Year occurring within the Term,

         

        (e)           In
no event shall Tenant be entitled to any refund or reduction in Rent if
Operating Expenses for any Operating Year are less than the Base Operating
Amount or if Taxes for any Tax Year are less than the Base Tax
Amount.

         

        2.07           Electric
Charges.  (a)           
Tenant shall pay directly to the utility company supplying electricity to the
8th
Floor Premises the amounts due for electric current consumed by Tenant as
indicated by meters measuring Tenant’s consumption thereof.  Tenant,
at Tenant’s sole cost and expense, shall be responsible for the installation,
maintenance and repair of such meters.

         

        (b)           If
any portion of the 8th Floor
Premises is located on a floor of the Building and the entire rentable area of
such floor is not demised to Tenant, then Tenant shall pay Tenant’s Common Area
Electric Share of the cost of electric current consumed in connection with the
common areas of such floor as determined by a meter or meters installed (or, if
existing, retrofitted) by Landlord, “Tenant’s Common Area
Electric Share” means the quotient obtained by dividing the rentable area
demised to Tenant on such floor by the entire rentable area of such
floor.  Tenant shall pay for such electric consumption within 30 days
after rendition of bills therefor, which bills shall be rendered by or on behalf
of Landlord separately for each meter and shall be accompanied by reasonable
supporting documentation.  The amount payable by Tenant per “KW” and
“KWHR” for electricity consumed within such common areas shall be the amount (as
adjusted from time to time, “Landlord’s Rate”) at
which Landlord from time to time purchases each KW and KWHR of electricity for
the same period from the utility company (including all surcharges, taxes, fuel
adjustments, taxes passed on to consumers by the public utility, and other sums
payable in respect thereof).  Landlord’s Rate shall be determined by
dividing the cost charged by said utility (averaged separately for KW and KWHRs)
during each respective billing period by the number of KWs and KWHRs consumed by
the Building as set forth on the utility company invoice for such
period.

         

        


        
          
            
               


            

            
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        (c)           Notwithstanding
anything contained herein to the contrary, there shall be no separate charge for
the electricity consumed by Tenant in the Basement Premises other than that
which is already included in the Fixed Rent attributable to such Basement
Premises.

         

        (d)           Tenant
shall contract with Landlord’s designated contractor who will furnish and
install all replacement lighting, tubes, lamps, bulbs and ballasts required in
the Premises, and Tenant shall pay to Landlord’s designated contractor within 30
days after demand its then-established reasonable charges therefor.

         

        (e)           In
no event shall Tenant’s consumption of electricity exceed the capacity of
existing feeders to the Building or the risers or wiring serving the Premises,
nor shall Tenant be entitled to any unallocated power available in the Building
unless, in Landlord’s judgment (taking into account the then existing and future
needs of other then existing and future tenants, and other needs of the
Building), the same is available and necessary for Tenant’s use.

         

        2.08           Manner of
Payment.  Tenant
shall pay all Rent as the same shall become due and payable under this Lease (a)
in the case of Fixed Rent and recurring Additional Charges, by wire transfer of
immediately available federal funds as directed by Landlord, and (b) in the case
of all other sums, either by wire transfer as aforesaid or by check (subject to
collection) drawn on a New York Clearing House Association member bank, in each
case at the times provided herein without notice or demand and without setoff or
counterclaim.  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 writing, if Tenant fails timely to pay any Rent, Tenant
shall pay interest thereon from the date when such Rent became due to the date
of Landlord’s receipt thereof at the lesser of (i) 11⁄2% per month and (ii) the
maximum rate permitted by law.  Any Additional Charges for which no
due date is specified in this Lease shall be due and payable on the 30th day
after the date of invoice.  All bills, invoices and statements
rendered to Tenant with respect to this Lease shall be binding and conclusive on
Tenant unless, within 60 days after receipt of same, Tenant notifies Landlord
that it is disputing same.

         

        


        
          
            
               


            

            
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        2.09           Security.  (a)  (i)    Tenant shall
deliver to Landlord, as security for the performance of Tenant’s obligations
under this Lease the amount of $2,176,200,000 (the “Security Amount”), in
the form of an unconditional, irrevocable letter of credit in a form and issued
by a bank satisfactory to Landlord (the “Letter of Credit”) at
the times and in the manner hereinafter set forth.

         

        (ii)           Concurrently
with its execution of this Lease, Tenant shall deliver to Landlord a Letter of
Credit in the amount of $1,088,100.00, in the form attached hereto as Exhibit F (the “Original Letter of
Credit”).  On or before February 1, 2011, Tenant shall deliver
to Landlord either (A) an amendment to such Original Letter of Credit (the form
and substance of such amendment to be reasonably satisfactory to Landlord)
increasing the amount of such Original Letter of Credit by $1,088,100.00, so
that the Letter of Credit held by Landlord hereunder shall equal the Security
Amount or (B) a replacement Letter of Credit in the form of the Original Letter
of Credit, except that it shall be in the amount of the Security Amount (upon
receipt of such replacement Letter of Credit, Landlord shall promptly return to
Tenant the Original Letter of Credit).

         

        (iii)           Any
Letter of Credit (or amendment thereto) provided by Tenant pursuant to this
Section 2.09
shall provide that it is assignable by Landlord without charge to Landlord and
shall either (A) expire on the date which is 60 days after the expiration or
earlier termination of this Lease (the “LC Date”) or (B) be
automatically self-renewing until the LC Date.  If any Letter of
Credit is not renewed at least 30 days prior to the expiration thereof or if
Tenant holds over in the Premises without the consent of Landlord after the
expiration or termination of this Lease, Landlord may draw upon the Letter of
Credit and hold the proceeds thereof as security for the performance of Tenant’s
obligations under this Lease.  Landlord may draw on the Letter of
Credit (or the proceeds thereof) to remedy defaults by Tenant in the payment or
performance of any of Tenant’s obligations under this Lease.  If
Landlord shall have so drawn upon the Letter of Credit (or the proceeds
thereof), Tenant shall upon demand deposit with Landlord a sum equal to the
amount so drawn by Landlord.

         

        (b)           Provided
Tenant is not in default under this Lease and Tenant has surrendered the
Premises to Landlord in accordance with all of the terms and conditions of this
Lease, on or before the earlier of (i) 30 days after such surrender of the
Premises in accordance with the terms and conditions of this Lease or (ii) the
LC Date: (x) Landlord shall return to Tenant the Letter of Credit (or the
proceeds thereof) then held by Landlord or (y) if Landlord shall have drawn upon
such Letter of Credit (or the proceeds thereof) to remedy defaults by Tenant in
the payment or performance of any of Tenant’s obligations under this Lease,
Landlord shall return to Tenant that portion, if any, of the proceeds of the
Letter of Credit remaining in Landlord’s possession.

         

        (c)           Notwithstanding
anything to the contrary contained in this Section 2.09, Tenant shall be
entitled from time to time to provide Landlord with a replacement Letter of
Credit meeting the requirements set forth in Section 2.09(a)
hereof.  Upon receipt of such replacement Letter of Credit, Landlord
shall promptly return to Tenant the Letter of Credit theretofore being held by
Landlord.

         

        


        
          
            
               


            

            
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        (d)           Provided
that on the applicable Reduction Date (i) Tenant is not then in default under
this Lease and (ii) Landlord has not theretofore drawn on the Letter of Credit
by reason of any default on the part of Tenant, Tenant shall be entitled to a
reduction in the amount of the Letter of Credit of $362,700.00 (the “Reduction Amount”)
(A) on the second anniversary of the Rent Commencement Date (the “First Reduction
Date”), (B) on the third anniversary of the Rent Commencement Date (the
“Second Reduction
Date”) and (C) on the fourth anniversary of the Rent Commencement Date
(the “Third Reduction
Date”).  The First Reduction Date, the Second Reduction Date
and the Third Reduction Date are each a “Reduction
Date”.  In no event shall the Letter of Credit (or the proceeds
thereof held by Landlord) be reduced to less than
$1,088,100.00.  Tenant shall deliver to Landlord either (x) an
amendment to the Letter of Credit (the form and substance of such amendment to
be reasonably satisfactory to Landlord), reducing the amount of the Letter of
Credit by the Reduction Amount, or (y) a replacement Letter of Credit in the
amount of the then required Security Amount and in the form of the Original
Letter of Credit and otherwise meeting the requirements set forth in Section 2.09(a), and
upon receipt of such replacement Letter of Credit, Landlord shall promptly
return to Tenant the Letter of Credit theretofore being held by
Landlord.  Landlord shall execute the amendment and/or such other
documents as are reasonably necessary to reduce the amount of the Letter of
Credit in accordance with the terms hereof.

         

        ARTICLE
3

         

        Landlord
Covenants

         

        3.01           Landlord
Services.  (a)    From and
after the date that Tenant first occupies the Premises for the conduct of
Tenant’s business, Landlord shall furnish Tenant with the following services
(collectively, “Landlord
Services”):

         

        (i)           heat,
ventilation and air-conditioning to the 8th Floor
Premises during Business Hours on Business Days substantially in accordance with
the design specifications set forth in Exhibit D attached
hereto; if Tenant shall require heat, ventilation or air conditioning services
at any other times, Landlord shall furnish such service (A) in the case of a
Business Day, upon receiving notice from Tenant by 2:00 p.m. of such Business
Day and (B) in the case of a day other than a Business Day, upon receiving
notice from Tenant by 2:00 p.m. of the immediately preceding Business Day, and
Tenant shall pay to Landlord within 30 days after demand Landlord’s
then-established charges therefor;

         

        (ii)           steam,
if required by Tenant for any additional heating or permitted kitchen use, in
which event Tenant shall pay to Landlord the cost of such steam as well as the
cost of piping and other equipment or facilities required to supply steam to and
distribute steam within the 8th Floor
Premises; Landlord may install and maintain, at Tenant’s expense, meters to
measure Tenant’s consumption of steam and Tenant shall reimburse Landlord for
the quantities of steam shown on such meters and Landlord’s charge for the
production or purchase of such steam, within 30 days after demand
therefor;

         

        (iii)           (A)
passenger elevator service to the 8th Floor
Premises at all times during Business Hours on Business Days, with at least one
passenger elevator subject to call at all other times and (B) freight elevator
service to the 8th Floor
Premises on a first come-first served basis (i.e., no advance scheduling) during
Business Hours on Business Days, and on a reserved basis at all other times upon
the payment of Landlord’s then-established charges therefor; the use of all
elevators shall be on a nonexclusive basis;

         

        


        
          
            
               


            

            
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        (iv)           reasonable
quantities of hot and cold water to the floor(s) on which the 8th Floor
Premises are located for core lavatory and cleaning purposes only; if Tenant
requires water for any other purpose, Landlord shall furnish cold water at the
Building core riser through a capped outlet located on the floor on which the
8th
Floor Premises is located (within the core of the Building), and the cost of
heating such water, as well as the cost of piping and supplying such water to
the 8th Floor
Premises, shall be paid by Tenant; Landlord may install and maintain, at
Tenant’s expense, meters to measure Tenant’s consumption of cold water and/or
hot water for such other purposes in which event Tenant shall reimburse Landlord
for the quantities of cold water and hot water shown on such meters (including
Landlord’s standard charge for the production of such hot water, if produced by
Landlord), within 30 days after demand therefor;

         

        (v)           electrical
capacity of 7 watts, demand load, per usable square foot contained in the 8th Floor
Premises; such electrical capacity shall be supplied via the Building Bus Duct
and shall be available at the electrical closets on the floor of the Building on
which the 8th Floor Premises is located (it being understood that Tenant shall
be responsible for bringing such electrical capacity from the electrical closet
to the 8th Floor
Premises); in no event shall Tenant’s consumption of electricity exceed the
capacity of existing feeders to the Building or the risers or wiring serving the
8th
Floor Premises, nor shall Tenant be entitled to any unallocated power available
in the Building unless, in Landlord’s judgment (taking into account the then
existing and future needs of other then existing and future tenants, and other
needs of the Building), the same is available and necessary for Tenant’s use
(if, in fact, Landlord determines at any time that the electrical capacity
available to the 8lh Floor Premises is more than the specified wattage referred
to above, Landlord may (in its sole discretion) take such actions as may be
necessary to reduce such capacity to the amount specified above or impose such
reasonable additional electrical charges on Tenant for such additional
capacity); and

         

        (vi)           cleaning
services for the 8th Floor
Premises in accordance with Exhibit E attached
hereto.  Landlord shall not be required to perform any (A) extra
cleaning work in the 8th Floor
Premises required because of (w) carelessness, indifference, misuse or neglect
on the part of Tenant, its subtenants or their respective employees or visitors,
(x) interior glass partitions or an unusual quantity of interior glass surfaces,
(y) non-building standard materials or finishes installed in the 8th Floor
Premises and/or (z) the use of the 8th Floor
Premises other than during Business Hours on Business Days and/or (B) removal
from the 8th Floor
Premises and the Building of any refuse of Tenant (x) in excess of that
ordinarily accumulated in business office occupancy, including, without
limitation, kitchen refuse and/or (y) at times other than Landlord’s standard
cleaning times.  Notwithstanding the foregoing, Landlord shall not be
required to clean any portions of the 8th Floor
Premises used for preparation, serving or consumption of food or beverages,
training rooms, data processing or reproducing operations, private lavatories or
toilets (it being agreed that providing Building standard cleaning for
lavatories to the one (1) unisex ADA-compliant lavatory in the 8th Floor
Premises shall be included in Landlord’s cleaning services) or other special
purposes requiring greater or more difficult cleaning work than office areas and
Tenant shall retain Landlord’s cleaning contractor to perform such cleaning at
Tenant’s expense.  Landlord’s cleaning contractor shall have access to
the 8th Floor
Premises after 6:00 p.m. and before 8:00 a.m. and shall have the right to use,
without charge therefor, all light, power and water in the 8th Floor
Premises reasonably required to clean the 8th Floor
Premises.

         

        


        
          
            
               


            

            
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        (vii)           electricity
for standard lighting in connection with the Basement Premises.

         

        (b)           (i)           Landlord
may stop or interrupt any Landlord Service, electricity, or other service and
may stop or interrupt the use of any Building facilities and systems at such
times as may be reasonably necessary and for as long as may reasonably be
required by reason of accidents, strikes, or the making of repairs, alterations
or improvements, or inability to secure a proper supply of fuel, gas, steam,
water, electricity, labor or supplies, or by reason of any other cause beyond
the reasonable control of Landlord.  Landlord shall have no liability
to Tenant by reason of any stoppage or interruption of any Landlord Service,
electricity or other service or the use of any Building facilities and systems
for any reason.  Landlord shall use reasonable diligence (which shall
not include incurring overtime charges) to make such repairs as may be required
to machinery or equipment within the Project to provide restoration of any
Landlord Service and, where the cessation or interruption of such Landlord
Service has occurred due to circumstances or conditions beyond the Project
boundaries, to cause the same to be restored by diligent application or request
to the provider.

         

        (ii)           If
the 8th Floor
Premises or a substantial portion thereof shall be rendered untenantable and
Tenant is prevented from using, and does not use, the 8U Floor Premises or any
substantial portion thereof, for the ordinary conduct of Tenant’s business, for
five (5) consecutive Business Days (the “Eligibility Period”)
solely as a result of Landlord’s default in its obligation to provide the
services described in Sections 3.01(a)(i),
3.01(a)(iii),
3.01(a)(iv) and
3.01(a)(v) (and
not, in whole or in part, by reason of Force Majeure, Casualty or any act or
omission of Tenant, its agents, invitees, licensees, employees or contractors),
then, provided that Tenant shall have given Landlord a notice within two (2)
Business Days after the 8th Floor Premises has been rendered untenantable,
advising Landlord of such untenantability, which notice shall contain the
following statement in capitalized bold type: “IF YOU FAIL TO REMEDY THE PROBLEM
REFERENCED IN THIS NOTICE WITHIN THE TIME PERIOD SPECIFIED IN SECTION 3.01(b) OF
THE LEASE, WE MAY BE ENTITLED TO A RENT ABATEMENT IN ACCORDANCE WITH SUCH
SECTION”, Tenant, as its sole and exclusive remedy, shall be entitled to
an abatement of the Fixed Rent for such time (excluding the Eligibility Period)
that Tenant is so prevented from using, and does not use, the 8th Floor Premises
or such substantial portion thereof, in the proportion that the rentable area of
the portion of the 8th Floor
Premises that Tenant is so prevented from using, and does not use, bears to the
total rentable area of the 8th Floor
Premises.  Notwithstanding the foregoing, Tenant shall not be entitled
to any such abatement to the extent that Tenant receives insurance proceeds for
the payment of such Fixed Rent (or would have received such insurance proceeds
had Tenant maintained the insurance required to be maintained by Tenant pursuant
to the terms of this Lease).  “Force Majeure” shall
mean any strike, lockout or other labor or industrial disturbance, civil
disturbance, future order claiming jurisdiction, act of the public enemy, war,
riot, sabotage, blockade, embargo, inability to secure customary materials,
supplies or labor through ordinary sources by reason of regulation or order of
any government or regulatory body, lightning, earthquake, fire, storm,
hurricane, tornado, flood, washout, explosion, or any other similar
industry-wide or Building-wide cause beyond the reasonable conduct of the party
from whom performance is required, or any of its contractors or other
representatives.

         

        


        
          
            
               


            

            
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        (c)           The
provision of overtime services shall be subject to minimum hour requirements and
such other conditions as may be reasonably established by Landlord from time to
time.  Without limiting any of Landlord’s other rights and remedies,
if Tenant shall be in default beyond any applicable grace period, Landlord shall
not be obligated to furnish to the Premises any service outside of Business
Hours on Business Days unless Tenant pays for the same in advance, and Landlord
shall have no liability to Tenant by reason of any failure to provide, or
discontinuance of, any such service.

         

        (d)           “Business Hours” means
8:00 a.m. to 6:00 p.m.  “Business Days” means
all days except Saturday, Sundays, holidays as outlined in the Tenant Manual and
any other days which are either (i) observed by both the federal and the state
governments as legal holidays or (ii) designated as a holiday by the applicable
Building Service Union Employee Service contract or Operating Engineers
contract.

         

        (e)           “Tenant Manual” means
the Tenant Information Manual attached hereto as Exhibit C, as the
same may be modified or amended from time to time.  If there is any
conflict between the provisions of the Tenant Manual and the provisions of this
Lease, the provisions of this Lease will control.  Notwithstanding
anything to the contrary contained herein, the Tenant Manual does not create any
obligations on the part of Landlord.  Without limiting the generality
of the preceding sentence, nothing contained in the Tenant Manual shall be
deemed (i) an agreement on the part of Landlord to perform any maintenance or
repairs or to provide any services or (ii) a representation by Landlord with
respect to the Premises or the Project or any other matter.

         

        ARTICLE
4

         

        Leasehold Improvements;
Tenant Covenants

         

        4.01           As Is.  On
the Commencement Date, Tenant shall accept the Premises in its “as is” condition
on such date, including all fixtures, furniture and equipment therein, and
Landlord shall not be required to perform any work, pay any work allowance or
any other amount or render any services to make the Premises ready for Tenant’s
use and occupancy, subject only to Landlord’s obligation to provide the
Landlord’s Contribution.  Tenant hereby represents that any furniture
or equipment or the like existing in the 8th Floor
Premises on the Commencement Date shall be the property of Tenant and Meredith
has no rights or interests with respect thereto.

         

        4.02           Alterations.  (a)    Tenant shall
make no improvements, changes or alterations in or to the Premises (“Alterations”) without
Landlord’s prior approval; provided that no such approval shall be required for
Minor Alterations but the same shall otherwise be subject to the other
requirements of this Lease with respect to Alterations.  “Minor Alteration”
means (x) all purely decorative changes such as painting, the installation of
wall coverings, floor coverings or carpeting and artwork, and (y) all other
alterations for which a permit from the New York City Department of Buildings is
not required by Law, costing not more than $50,000,00 in the aggregate in any
consecutive 12-month period.  Provided Tenant is not in default under
this Lease beyond applicable notice and grace periods.  Landlord shall
not unreasonably withhold, condition or delay its approval to any Alteration
that is not a Material Alteration, “Material Alteration”
means an Alteration that (i) is not limited to the interior of the Premises or
which affects the exterior (including the appearance) of the Building or any
portion thereof, (ii) is structural or affects the strength of the Building or
any portion thereof, (iii) affects the usage or the proper functioning of any of
the Building systems, (iv) requires the consent of any Superior Mortgagee or
Superior Lessor or (v) requires a change to the Building’s certificate of
occupancy.

         

        


        
          
            
               


            

            
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        (b)           Tenant,
in connection with any Alteration, shall comply with the Alteration Rules and
Regulations set forth in the Tenant Manual.  Tenant shall not proceed
with any Alteration unless and until Landlord approves Tenant’s plans and
specifications therefor.  Landlord shall, within (i) 15 Business Days
following receipt of Tenant’s initial submission of plans for the performance of
such Alteration or (ii) 5 Business Days following receipt of Tenant’s
resubmission of such plans, advise Tenant of Landlord’s approval or disapproval
of such plans or any part thereof.  Any review or approval by Landlord
of plans and specifications with respect to any Alteration is solely for
Landlord’s benefit, and without any representation or warranty to Tenant with
respect to the adequacy, correctness or efficiency thereof, its compliance with
Laws or otherwise.

         

        (c)           Tenant
shall pay to Landlord, within 30 days after demand therefor, Landlord’s
reasonable third-party out-of-pocket costs and expenses (including, without
limitation, the fees of any architect or engineer employed by Landlord or any
Superior Lessor or Superior Mortgagee for such purpose) for reviewing plans and
specifications and inspecting Alterations.

         

        (d)           Before
proceeding with any Alteration that will cost more than $200,000 (exclusive of
the costs of decorating work and items constituting Tenant’s Property), as
estimated by a reputable contractor designated by Landlord, Tenant shall furnish
to Landlord one of the following (as selected by Landlord): (i) a cash deposit,
(ii) a performance bond and a labor and materials payment bond (issued by a
corporate surety licensed to do business in New York reasonably satisfactory to
Landlord) or (iii) an irrevocable, unconditional, negotiable letter of credit,
issued by a bank and in a form satisfactory to Landlord; each to be equal to
125% of the cost of the Alteration, estimated as set forth above.  Any
such letter of credit shall be for one year and shall be renewed by Tenant each
and every year until the Alteration in question is completed and shall be
delivered to Landlord not less than 30 days prior to the expiration of the then
current letter of credit, failing which Landlord may present the then current
letter of credit for payment.  Upon (A) the completion of the
Alteration in accordance with the terms of this Section 4.02 and (B)
the submission to Landlord of (x) proof evidencing the payment in full for said
Alteration, (y) written unconditional lien waivers of mechanics’ liens and other
liens on the Project from all contractors performing said Alteration and (z) all
submissions required pursuant to Exhibit C attached
hereto, the security deposited with Landlord (or the balance of the proceeds
thereof, if Landlord has drawn on the same) shall be returned to
Tenant.  Upon Tenant’s failure properly to perform, complete and fully
pay for any Alteration, as determined by Landlord, Landlord may, upon notice to
Tenant, draw on the security deposited under this Section 4.02(d) to
the extent Landlord deems necessary in connection with said Alteration, the
restoration and/or protection of the Premises or the Project and the payment of
any costs, damages or expenses resulting therefrom.  The preceding
portions of this subsection (d) shall
not apply to Alterations being performed by the Tenant (e.g., as opposed to
Alterations being performed by a subtenant) if (1) Tenant is the named Tenant
hereunder (or is a successor Tenant under this Lease pursuant to a permitted
transfer under Section
5.01(b) or 5.01(c)), (2) Tenant
is not then in default beyond any notice or grace period, (3) there have not
been any mechanics liens filed against the Building in connection with any prior
Alterations with respect to the Premises, which were not cured within the time
period prescribed under Section 4.02(g) below
and (4) Tenant provides Landlord with evidence reasonably satisfactory to
Landlord that Tenant has a Satisfactory Net Worth as of the date that Tenant
intends to commence performance of any such Alteration.  “Satisfactory Net
Worth” means a tangible net worth determined in accordance with GAAP of
not less than $50,000,000.00.  Every year during the Term and any
Renewal Term of this Lease commencing on the first anniversary of the
Commencement Date, the amount of $50,000,000.00 set forth in the preceding
sentence shall be increased by the same percentage increase as the percentage
increase in the CPI as of the anniversary of the Commencement Date in question
over the CPI as of the anniversary of the Commencement Date one year prior
thereto.  “CPI” means the
Consumer Price Index for all Urban Consumers published by the Bureau of Labor
Statistics of the United States Department of Labor, New York, New
York-Northeastern New Jersey Area (1982-84=100), or any successor index thereto,
appropriately adjusted; provided, that if
there shall be no successor index, a substitute index shall be reasonably
selected by Landlord.  Notwithstanding anything to the contrary
contained herein, this Section 4.02(d) shall
not apply to purely decorative changes such as painting, the installation of
wall coverings, floor coverings or carpeting and artwork.

         

        


        
          
            
               


            

            
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        (e)           Tenant
shall obtain (and furnish copies to Landlord of) all necessary governmental
permits and certificates for the commencement and prosecution of Alterations and
for final approval thereof upon completion, and shall cause Alterations to be
performed in compliance therewith, and in compliance with all Laws and with the
plans and specifications approved by Landlord, and Landlord shall reasonably
cooperate with Tenant’s efforts to obtain such permits and approvals (at no cost
or liability to Landlord) so that Tenant may perform the Alterations in
compliance therewith.  Tenant shall use an expediter designated by
Landlord in seeking to obtain all such permits and
certificates.  Alterations shall be diligently performed in a good and
workmanlike manner, using new materials and equipment at least equal in quality
and class to the then standards for the Building established by
Landlord.  Alterations shall be performed by architects, engineers and
contractors first approved by Landlord (which approval shall not be unreasonably
withheld or delayed); provided, that any
Alterations in or to the systems of the Building shall be performed only by the
contractor(s) designated by Landlord.  Notwithstanding anything to the
contrary contained herein, Landlord’s approval of any contractor, subcontractor,
architect, engineer, service provider, supplier, vendor, or other consultant
(each, a “Tenant
Designated Provider”) (i) shall be without liability to or recourse
against Landlord; (ii) shall not limit or otherwise affect Tenant’s obligations
under this Lease; (iii) shall not constitute any warranty by Landlord regarding
the adequacy, professionalism, competence, or experience of any such Tenant
Designated Provider; and (iv) shall not relieve Tenant of its obligations
hereunder to obtain Landlord’s prior consent with respect to any replacement or
additional Tenant Designated Provider to the extent required under this
Lease.  The performance of any Alteration shall not be done in a
manner which would violate Landlord’s union contracts affecting the Project, or
create any work stoppage, picketing, labor disruption, disharmony or dispute or
any interference with the business of Landlord or any tenant or occupant of the
Building.  Tenant shall immediately stop the performance of any work
or service by any party if Landlord notifies Tenant that continuing such
performance would violate Landlord’s union contracts affecting the Project, or
create any work stoppage, picketing, labor disruption, disharmony or dispute or
any interference with the business of Landlord or any tenant or occupant of the
Building, and Tenant shall not resume the performance of such work or service
until such time as the same may be performed in a manner which shall not violate
such union contracts or create such work stoppage, picketing, labor disruption,
disharmony or dispute or interference.

         

        


        
          
            
               


            

            
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        (f)           Throughout
the performance of Alterations, Tenant shall carry worker’s compensation
insurance in statutory limits, “all risk” Builders Risk coverage and general
liability insurance, with completed operation endorsement, for any occurrence in
or about the Project, under which Landlord and its agent and any Superior Lessor
and Superior Mortgagee whose name and address have been furnished to Tenant
shall be named as parties insured, in such limits as Landlord may reasonably
require, with insurers reasonably satisfactory to Landlord.  Tenant
shall furnish Landlord with evidence that such insurance is in effect at or
before the commencement of Alterations and, on request, at reasonable intervals
thereafter during the continuance of Alterations.

         

        (g)           Should
any mechanics’ or other liens be filed against any portion of the Project 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 30 days after
notice from Landlord.  If Tenant shall fail to cancel or discharge
said lien or liens within said 30 day period, Landlord may cancel or discharge
the same and, upon Landlord’s demand, Tenant shall reimburse Landlord for all
out-of-pocket costs incurred in canceling or discharging such liens, together
with interest thereon at the Interest Rate from the date incurred by Landlord to
the date of payment by Tenant, such reimbursement to be made within 10 days
after receipt by Tenant of a written statement from Landlord as to the amount of
such costs (accompanied by reasonable supporting
documentation).  Tenant shall indemnify and hold Landlord harmless
from and against all costs (including, without limitation, reasonable attorneys’
fees and disbursements and costs of suit), losses, liabilities or causes of
action incurred by or imposed against Landlord arising out of or relating to any
Alteration, including, without limitation, any mechanics’ or other liens
asserted in connection with such Alteration.

         

        (h)           Tenant
shall deliver to Landlord, within 30 days after the completion of an Alteration,
“as-built” drawings thereof using the AutoCAD Computer Assisted Drafting and
Design System, Version 12 or later or such other system or medium as Landlord
may accept.  During the Term, Tenant shall keep records of Alterations
costing in excess of $5,000 including plans and specifications (except that
plans and specifications shall not be required with respect to any Minor
Alterations, however.  Tenant shall provide Landlord with a reasonably
detailed description of such Minor Alterations and such other information with
respect thereto as Landlord shall reasonably require), copies of contracts,
invoices, evidence of payment and all other records customarily maintained in
the real estate business relating to Alterations and the cost thereof and shall,
within 30 days after demand by Landlord, furnish to Landlord copies of such
records.

         

        


        
          
            
               


            

            
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        (i)           All
Alterations to and Fixtures installed by Tenant in the Premises shall be fully
paid for by Tenant in cash and shall not be subject to conditional bills of
sale, chattel mortgages, or other title retention agreements,

         

        4.03           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, All
Fixtures constituting 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.  All Fixtures other than
Improvements and Betterments shall, upon installation, be the property of
Landlord, ‘Improvements and
Betterments” means (i) all Fixtures, if any, installed at the expense of
Tenant, whether installed by Tenant or by Landlord (i.e., excluding any Fixtures
paid for by Landlord directly or by way of an allowance) and (ii) all carpeting
in the Premises.

         

        (b)           All
movable partitions, business and trade fixtures, machinery and equipment, and
all furniture, furnishings 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.  Notwithstanding the foregoing, any equipment or other
property identified in this Lease or in any leasehold improvement agreement as
having been paid for with any allowance or credit granted by Landlord to Tenant
shall not be considered Tenant’s Property and shall be and remain a part of the
Premises, shall, upon the expiration or earlier termination of this Lease, be
the property of Landlord and shall not be removed by
Tenant.  Notwithstanding anything to the contrary contained herein, it
is understood and agreed that any furniture or equipment or the like existing in
the Premises on the Commencement Date shall be deemed to be Tenant’s Property
and shall be removed from the Premises by Tenant at or before the Expiration
Date in accordance with Section 4.03(c)
below.

         

        (c)           At
or before the Expiration Date, or within 15 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 15 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, without accountability, in such
manner as Landlord shall determine, at Tenant’s expense.

         

        (d)           Landlord,
by notice given to Tenant at any time prior to the Expiration Date or not later
than 30 days after any earlier termination of this Lease, may require Tenant,
notwithstanding Section 4.03(a), to
remove all or any Alterations or Fixtures installed by or on behalf of
Tenant.  If Landlord shall give such notice, then Tenant, at Tenant’s
expense, prior to the Expiration Date, or, in the case of an earlier termination
of this Lease, within 15 days after the giving of such notice by Landlord, shall
remove the same from the Premises, shall repair and restore the Premises to
substantially the condition existing prior to installation thereof and shall
repair any damage to the Premises or to the Building due to such
removal.  At such time as it submits plans and specifications
requesting Landlord’s consent to any Alterations, Tenant may request that
Landlord advise Tenant as to whether any of such Alterations must be removed by
Tenant at the end of the Term.  ‘Notwithstanding anything to the
contrary contained herein, Tenant shall not be required to remove any particular
Alteration upon the expiration or earlier termination of this Lease to the
extent that, in Landlord’s consent to the performance thereof, Landlord
expressly confirms to Tenant in writing that Tenant shall not be required to
remove such particular Alteration at the end of the Term.

         

        


        
          
            
               


            

            
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        4.04           Access and Changes to
Building.  (a)           Landlord
reserves the right, at any time, to make changes in or to the Project as
Landlord may deem necessary or desirable, and Landlord shall have no liability
to Tenant therefor, provided any such change does not deprive Tenant of
reasonable access to the Premises and does not affect the first-class nature of
the Project.  Landlord may install and maintain pipes, fans, ducts,
wires and conduits within or through the walls, floors or ceilings of the
Premises.  In exercising its rights under this Section 4.04,
Landlord shall use reasonable efforts to minimize any interference with Tenant’s
use of the Premises for the ordinary conduct of Tenant’s
business.  Tenant shall not have any easement or other right in or to
the use of any door or any passage or any concourse or any plaza connecting the
Building with any subway or any other building or to any public conveniences,
and the use of such doors, passages, concourses, plazas and conveniences may,
without notice to Tenant, be regulated or discontinued at any time by
Landlord.

         

        (b)           Except
for the space within the inside surfaces of all walls, hung ceilings, floors,
windows and doors bounding the Premises, all of the Building, including, without
limitation, exterior Building walls, core corridor walls and doors and any core
corridor entrance, any terraces or roofs adjacent to the Premises, and any space
in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan
rooms, ducts, electric or other utilities, sinks or other Building facilities,
and the use thereof, as well as access thereto through the Premises, are
reserved to Landlord and are not part of the Premises.  Landlord
reserves the right to name the Building and to change the name or address of the
Building at any time and from time to time.

         

        (c)           Landlord
shall have no liability to Tenant if at any time any windows of the Premises are
either temporarily darkened or obstructed by reason of any repairs,
improvements, maintenance and/or cleaning in or about the Building (or
permanently darkened or obstructed if required by Law) or covered by any
translucent material for the purpose of energy conservation, or if any part of
the Building, other than the Premises, is temporarily or permanently closed or
inoperable.

         

        (d)           Landlord
and persons authorized by Landlord shall have the right, upon no less than 24
hours’ prior notice to Tenant (except in an emergency), to enter the Premises
(together with any necessary materials and/or equipment), (i) to inspect or
perform such work as Landlord may reasonably deem necessary or (ii) to exhibit
the Premises to prospective purchasers or, during the last 18 months of the
Term, to prospective tenants, or (iii) for any other purpose as Landlord may
deem necessary or desirable.  Landlord shall have no liability to
Tenant by reason of any such entry unless the same arises from Landlord’s gross
negligence or willful misconduct.  Landlord shall not be required to
make any improvements or repairs of any kind or character to the Premises during
the Term except as expressly provided herein.

         

        


        
          
            
               


            

            
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        4.05           Repairs.  Tenant
shall keep the Premises (including, without limitation, all Tenant’s Fixtures)
in good condition and, upon expiration or earlier termination of the Term, shall
surrender the same to Landlord in substantially the same condition as when first
occupied, reasonable wear and tear excepted.  Tenant’s obligations
pursuant to this Section 4.05 shall
include, without limitation, the obligation to repair all damage caused by
Tenant, its agents, employees, invitees and licensees to the equipment and other
installations in the Premises or anywhere in the Building.  Any
maintenance, repair or replacement to the windows (including, without
limitation, any solar film attached thereto), the Building systems, the
Building’s structural components or any areas outside the Premises and which is
Tenant’s obligation to perform shall be performed by Landlord at Tenant’s
expense.  Tenant shall not commit or allow to be committed any waste
or damage to any portion of the Premises or the Building.

         

        4.06           Compliance with
Laws.  (a)    Tenant shall
comply with all laws, ordinances, rules, 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.  Nothing contained in this Section 4.06 shall
require Tenant to make any structural changes unless the same are necessitated
by reason of Tenant’s performance of any Alterations, Tenant’s particular manner
of use of the Premises or the use by Tenant of the Premises for purposes other
than normal and customary ordinary office purposes.  Tenant shall
procure and maintain all licenses and permits required for its
business.

         

        (b)           Tenant
shall comply in all respects with the applicable laws, statutes, ordinances,
permits, orders, decrees, guidelines, rules, regulations and orders pertaining
to health or the environment (“Applicable Environmental
Laws”), including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (“CERCLA”) and the
Resource Conservation and Recovery Act (“RCRA”), as each of
the foregoing may be amended from time to time.  Tenant does hereby,
for itself and its heirs, legal representatives, successors and assigns agree to
and hereby does indemnify, defend and hold harmless Landlord, and its heirs,
legal representatives, successors and assigns, from any and all liabilities,
assessments, suits, damages, costs and expenses, reasonable attorneys’ fees and
judgments related to or arising out of (a) the breach of any of the agreements
of Tenant under this Section 4.06(b), (b)
me handling, installation, storage, use, generation, treatment or disposal of
Hazardous Materials (as hereinafter defined), including any cleanup, remedial,
removal or restoration work required by the Applicable Environmental Laws which
is necessitated by Tenant’s violation of the provisions of this Section 4.06(b) or
(c) the assertion of any lien or claim upon the Premises pursuant to the
Applicable Environmental Laws which is not instituted due to any action of
Landlord.  The covenants and agreements of Tenant under this Section 4.06(b) shall
survive the expiration or termination of this Lease.  As used in this
Lease, the term “Hazardous Materials”
means any flammables, explosives, radioactive materials, asbestos-containing
materials, petroleum products, the group of organic compounds known as
polychlorinated byphenyls and other hazardous waste, toxic substances or related
materials, including without limitation, substances defined as hazardous
substances, hazardous materials, toxic substances or solid waste in CERCLA, the
Hazardous Materials Transportation Act and RCRA, as each of the foregoing may be
amended from time to time.  Notwithstanding anything to the contrary
contained herein, Tenant’s use, location, or storage in the Premises of de minimis amounts of
Hazardous Substances which are contained in typical cleaning and office supplies
and equipment shall not be a violation of this Section 4.06(b),
provided the same are used, stored and disposed of in strict compliance with all
Laws.

         

        


        
          
            
               


            

            
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        (c)           Anything
contained in this Lease to the contrary notwithstanding, if the existing
sprinkler system in the Premises shall require any changes, modifications or
alterations, including, without limitation, the installation of additional
sprinkler heads or other equipment, as a result of the Initial Tenant Work or as
a result of any subsequent Alteration performed by or on behalf of Tenant, or as
a result of Tenant’s use of the Premises, Tenant shall perform all work and make
all installations necessary in order to fully sprinkler the Premises in
compliance with the provisions of Local Law 5 of the New York City
Administrative Code, as approved January 18, 1973, as amended from time to time
(whether or not the Building is sprinklered or required to be sprinklered by
such law).

         

        (d)           Except
to the extent the same is Tenant’s responsibility pursuant to Section 4.06(a) or
Section 4.06(b)
above or elsewhere in this Lease, Landlord shall comply with all Laws in effect
as of the Commencement Date applicable to the common corridors of the Building
adjacent to the Premises and the common areas of the Building generally made
available to tenants of the Building, but only if Tenant’s use of the Premises
shall be materially and adversely affected by non-compliance therewith, subject
to Landlord’s right to contest the applicability or legality of such
Laws.

         

        4.07           Tenant
Advertising.  Tenant
shall not place or install any logo, lettering or other signage on the exterior
of the Building, nor shall Tenant place in any display case, windows, entrance
doors or any other area visible to the public view from the outside of the
Building or from the outside of the Premises, any such signage, without first
obtaining in each instance Landlord’s prior consent, which consent shall not be
unreasonably withheld.  Tenant shall promptly remove any signage if
Landlord shall object thereto.  If Landlord shall consent to requested
proposed signage or advertising by Tenant, no change in the composition,
dimensions or content of such signage or advertising may thereafter be made
without first obtaining Landlord’s consent in each instance.  Tenant
shall be entitled to maintain its signage located in the elevator lobby of the
eighth floor and/or on its entrance door which exists as of the date of this
Lease without Landlord’s prior approval.  Tenant shall obtain and
maintain throughout the Term all permits required by Laws for the installation,
display and maintenance of any such signage.  Tenant shall be entitled
to install a replacement sign in the elevator lobby in the eighth floor of the
Building provided that Landlord shall give its prior consent thereto, such
consent not to be unreasonably delayed, conditioned or withheld.  On
the expiration or sooner termination of the Term, Tenant shall (i) promptly
remove all signage installed or displayed by Tenant, and (ii) promptly repair in
a good and workmanlike manner in conformity with Laws and all applicable
provisions of this Lease, all damage to the Building caused by such
removal.  Tenant shall not use, and shall cause each of its Affiliates
not to use, the name or likeness of the Building or the Project in any
advertising (by whatever medium) without Landlord’s consent (not to be
unreasonably withheld or delayed).

         

        


        
          
            
               


            

            
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        4.08           Right to Perform Tenant
Covenants.  If
Tenant fails to perform any of its obligations under this Lease, Landlord, any
Superior Lessor or any Superior Mortgagee (each, a “Curing Party”) may
perform the same at the expense of Tenant (a) immediately and without notice in
the case of emergency or in case such failure 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 in a cancellation of any
insurance policy maintained by Landlord and (b) in any other case if such
failure continues beyond any applicable grace period.  If a Curing
Party performs any of Tenant’s obligations under this Lease, Tenant shall pay to
the Curing Party (as Additional Charges) the reasonable costs thereof, together
with interest at the Interest Rate from the date incurred by the Curing Party
until paid by Tenant, within 30 days after receipt by Tenant of a statement as
to the amounts of such costs (accompanied by evidence thereof).  If
the Curing Party effects such cure by bonding any lien which Tenant is required
to bond or otherwise discharge, Tenant shall obtain and substitute a bond for
the Curing Party’s bond and shall reimburse the Curing Party for the cost of the
Curing Party’s bond.  “Interest Rate” means
the lesser of (i) the base rate from time to time announced by Citibank, N.A.
(or, if Citibank, N.A. shall not exist or shall cease to announce such rate,
such other bank in New York, New York, as shall be designated by Landlord in a
notice to Tenant) to be in effect at its principal office in New York, New York
plus 4% and (ii) the maximum rate permitted by law.

         

        ARTICLE
5

         

        Assignment and
Subletting

         

        5.01           Assignment;
Etc.  (a)           
Subject to Section
5.02, neither this Lease nor the term and estate hereby granted, nor any
part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or
otherwise transferred voluntarily, involuntarily, by operation of law or
otherwise, and neither the Premises, nor any part thereof, shall be subleased,
be licensed, be used or occupied by any person or entity other than Tenant or be
encumbered in any manner by reason of any act or omission on the part of Tenant,
and no rents or other sums receivable by Tenant under any sublease of all or any
part of the Premises shall be assigned or otherwise encumbered, without the
prior consent of Landlord.  The dissolution or direct or indirect
transfer of a majority of the ownership interests in, or control of, Tenant
(however accomplished including, by way of example, the admission of new
partners or members or withdrawal of existing partners or members, or transfers
of interests in distributions of profits or losses of Tenant, issuance of
additional stock, redemption of stock, stock voting agreement, or change in
classes of stock) shall be deemed an assignment of this Lease regardless of
whether the transfer is made by one or more transactions, or whether one or more
persons or entities hold the controlling interest prior to the transfer or
afterwards.  The initial public offering or secondary sale of stock on
a national stock exchange or on an “over the counter” market shall not be deemed
an assignment.  An agreement under which another person or entity
becomes responsible for all or a portion of Tenant’s obligations under this
Lease shall be deemed an assignment of this Lease.  No assignment or
other transfer of this Lease and the term and estate hereby granted, and no
subletting of all or any portion of the Premises shall relieve Tenant of its
liability under this Lease or of the obligation to obtain Landlord’s prior
consent to any further assignment, other transfer or subletting.  Any
attempt to assign this Lease or sublet all or any portion of the Premises in
violation of this Article 5 shall be
null and void.

         

        


        
          
            
               


            

            
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        (b)           Notwithstanding
Section
5.01(a), without the consent of Landlord, this Lease may be assigned to
(i) an entity created by merger, reorganization or recapitalization of or with
Tenant or (ii) a purchaser of all or substantially all of Tenant’s assets; provided, in the case
of both clause
(i) and clause
(ii), that (A) Landlord shall have received a notice of such assignment
from Tenant, (B) the assignee assumes by written instrument satisfactory to
Landlord all of Tenant’s obligations under this Lease, (C) such assignment is
for a valid business purpose and not to avoid any obligations under this Lease,
and (D) the assignee is a reputable entity of good character and shall have,
immediately after giving effect to such assignment, an aggregate net worth
(computed in accordance with GAAP) at least equal to the aggregate net worth (as
so computed) of Tenant immediately prior to such assignment or on the date of
this Lease, whichever is greater (and reasonably satisfactory proof of which
shall have been furnished to Landlord),

         

        (c)           Notwithstanding
Section
5.01(a), without the consent of Landlord, Tenant may assign this Lease or
sublet all or any part of the Premises to an Affiliate of Tenant; provided, that (i)
Landlord shall have received a notice of such assignment or sublease from
Tenant; (ii) in the case of any such assignment, (A) the assignment is for a
valid business purpose and not to avoid any obligations under this Lease, (B)
the assignee assumes by written instrument satisfactory to Landlord all of
Tenant’s obligations under this Lease and (C) the assignee shall have,
immediately after giving effect to such assignment, an aggregate net worth
(computed in accordance with GAAP consistently applied) at least equal to the
aggregate net worth (as so computed) of Tenant immediately prior to such
assignment or on the date of this Lease, whichever is greater (and reasonably
satisfactory proof of which shall have been furnished to Landlord) and (iii)
such entity at all times remains an Affiliate of Tenant named
herein.  “Affiliate” means, as
to any designated person or entity, any other person or entity which controls,
is controlled by, or is under common control with, such designated person or
entity.  “Control” (and with
correlative meaning, “controlled by” and “under common control with”) means
ownership or voting control, directly or indirectly, of 50% or more of the
voting stock, partnership interests or other beneficial ownership interests of
the entity in question.

         

        (d)           Notwithstanding
anything to the contrary contained in this Lease, Tenant shall not be entitled
to sublet all or any portion of the Basement Premises except for a subletting of
the entire Basement Premises being consummated in connection with a sublease of
the entire 8th Floor Premises; it being intended that, at all times, the
occupant of the Basement Premises shall be the same as the occupant of the
8th
Floor Premises,

         

        5.02           Landlord’s Right of First
Offer.  (a)    If Tenant
desires to assign this Lease or sublet all or part of the Premises (other than
in accordance with Sections 5.01(b) or
5.01(c), Tenant
shall give to Landlord notice (“Tenant’s Offer
Notice”) thereof, specifying (i) in the case of a proposed subletting,
the location of the space to be sublet and the term of the subletting of such
space, (ii) (A) in the case of a proposed assignment, Tenant’s good faith offer
of the consideration Tenant desires to receive or pay for such assignment or (B)
in the case of a proposed subletting, Tenant’s good faith offer of the fixed
annual rent which Tenant desires to receive for such proposed subletting, the
base years/amounts for escalation payments and the economic terms of any other
additional rent payments, (iii) the proposed assignment or sublease commencement
date and (iv) all of the other material terms of such proposed assignment or
sublease,

         

        


        
          
            
               


            

            
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        (b)           Tenant’s
Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord
(or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from
Tenant (if the proposed transaction is a sublease of all or part of the
Premises), (ii) have this Lease assigned to it or terminate this Lease (if the
proposed transaction is an assignment or a sublease of all or substantially all
of the Premises or a sublease of a portion of the Premises for substantially all
of the remaining term of this Lease which, when aggregated with other subleases
then in effect, covers all or substantially all of the Premises), or (iii)
terminate this Lease with respect to the space covered by the proposed sublease
(if the proposed transaction is a sublease of part of the
Premises).  Said option may be exercised by Landlord by notice to
Tenant within 30 days after a Tenant’s Offer Notice, together with all
information required pursuant to Section 5.02(a), has
been given by Tenant to Landlord.

         

        (c)           If
Landlord exercises its option under Section 5.02(b)(ii)
to terminate this Lease, then this Lease shall terminate on the proposed
assignment or sublease commencement date specified in the applicable Tenant’s
Offer Notice and all Rent shall be paid and apportioned to such date, and the
Letter of Credit shall be returned to Tenant in accordance with Section
2.09.  Upon termination of the Lease pursuant to this Section 5.02(e),
neither Landlord nor Tenant shall have any further obligations under this Lease
except for those that expressly survive termination of the Lease.

         

        (d)           If
Landlord exercises its option under Section 5.02(b)(ii)
to have this Lease assigned to it (or its designee), then Tenant shall assign
this Lease to Landlord (or Landlord’s designee) by an assignment in form and
substance reasonably satisfactory to Landlord, effective on the proposed
assignment or sublease commencement date specified in the applicable Tenant’s
Offer Notice.  Tenant shall not be entitled to consideration or
payment from Landlord (or Landlord’s designee) in connection with any such
assignment.  If the Tenant’s Offer Notice provides that Tenant will
pay any consideration or grant any concessions in connection with the proposed
assignment, then Tenant shall pay such consideration and/or grant any such
concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this
Lease to Landlord (or Landlord’s designee).

         

        (e)           If
Landlord exercises its option under Section 5.02(b)(iii)
to terminate this Lease with respect to the space covered by a proposed
sublease, then (i) this Lease shall terminate with respect to such part of the
Premises on the effective date of the proposed sublease; (ii) from and after
such date the Rent shall be adjusted, based upon the proportion that the
rentable area of the Premises remaining bears to the total rentable area of the
Premises and (iii) Tenant shall pay to Landlord, upon demand, the costs incurred
by Landlord in demising separately such part of the Premises and in complying
with any Laws relating to such demise.

         

        (f)           If
Landlord exercises its option under Section 5.02(b)(i) to
sublet the space Tenant desires to sublet, such sublease to Landlord or its
designee (as subtenant) shall be in form and substance reasonably satisfactory
to Landlord at the lower of (i) the rental rate per rentable square foot of
Fixed Rent and Additional Charges then payable pursuant to this Lease or (ii)
the rental set forth in the applicable Tenant’s Offer Notice with respect to
such sublet space, and shall be for the term set forth in the applicable
Tenant’s Offer Notice, and:

         

        


        
          
            
               


            

            
              -27-

              
                

              

            

            
               


            

          

        

        


        
          	
                   
      

                	
                  (A)

                	
                  shall
      be subject to all of the terms and conditions of the Tenant’s Offer Notice
      and all of the terms and conditions of this Lease except such as are
      irrelevant or inapplicable, and except as otherwise expressly set forth to
      the contrary in this Section
      5.02(f);

                


        

         

        
          	
                   
      

                	
                  (B)

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

                


        

         

        
          	
                   
      

                	
                  (C)

                	
                  shall
      permit the sublessee, without Tenant’s consent, freely to assign such
      sublease or any interest therein or to sublet all or any part of the space
      covered by such sublease and to make any and all alterations and
      improvements in the space covered by such sublease; provided, that
      Landlord shall endeavor to provide reasonable prior notice thereof, but
      Landlord shall have no liability for its failure to do
  so;

                


        

         

        
          	
                   
      

                	
                  (D)

                	
                  shall
      provide that any assignee or further subtenant of Landlord or its designee
      may, at the election of Landlord, make alterations, decorations and
      installations in such space or any part thereof, any or all of which may
      be removed, in whole or in part, by such assignee or subtenant, at its
      option, prior to or upon the expiration or other termination of such
      sublease, provided that such assignee or subtenant, at its expense, shall
      repair any damage caused by such
removal;

                


        

         

        
          	
                   
      

                	
                  (E)

                	
                  shall
      provide that (1) the parties to such sublease expressly negate any
      intention that any estate created under such sublease be merged with any
      other estate held by either of said parties, (2) any assignment or
      subletting by Landlord or its designee (as the subtenant) may be for any
      purpose or purposes that Landlord shall deem appropriate, (3) Landlord, at
      Landlord’s expense, may make such alterations as may be required or deemed
      necessary by Landlord to demise separately the subleased space and to
      comply with any Laws relating to such demise (“Recapture
      Alterations”), (4) at the expiration of the term of such sublease,
      Tenant shall accept the space covered by such sublease in its then
      existing condition, subject to the obligations of the sublessee to make
      such repairs thereto as may be necessary to preserve such space in good
      order and condition and (5) Tenant shall not be obligated to remove any
      Recapture Alterations or restore the 8th
      Floor Premises as a result of the removal by Landlord or Landlord’s
      sublessee of any Recapture Alterations, prior to the Expiration Date;
      provided, however, that Tenant’s removal and restoration obligations under
      Section
      4.03 hereof shall continue to apply to (x) any applicable
      Alterations or Fixtures remaining in the 8th Floor Premises at the
      expiration of the term of such sublease which existed in the 8th Floor
      Premises on the date Landlord subleased the space from Tenant and (y) any
      applicable Alterations or Fixtures subsequently installed by (or on behalf
      of) Tenant in the 8th Floor
Premises.

                


        

         

        


        
          
            
               


            

            
              -28-

              
                

              

            

            
               


            

          

        

        


        
          	
                   
      

                	
                  (F)

                	
                  shall
      provide that Tenant shall not be liable for any acts or omissions of
      Landlord’s subtenant.

                


        

         

        (g)           In
the case of a proposed sublease, Tenant shall not sublet any space to a third
party at a rental which is less (on a per rentable square foot basis) than the
rental (on a per rentable square foot basis) specified in Tenant’s Offer Notice
with respect to such space or which is on other terms less favorable to Tenant
than those specified in Tenant’s Offer Notice, without complying once again with
all of the provisions of this Section 5.02 and
re-offering such space to Landlord.  In the case of a proposed
assignment, Tenant shall not assign this Lease to a third party where Tenant
pays greater consideration or grants a greater concession to such third party
for such assignment then the consideration offered to be paid or concession
offered to be granted to Landlord in Tenant’s Offer Notice, or which is on other
terms less favorable to Tenant than those specified in Tenant’s Offer Notice,
without complying once again with all of the provisions of this Section 5.02 and
re-offering to assign this Lease to Landlord.

         

        (h)           Nothing
contained in this Section 5.02 shall
give Tenant any right to assign this Lease or sublet all or any part of the
Premises or enter into any other transfer and the same shall require Landlord’s
consent as described in Section 5.01 (except
as otherwise provided herein).

         

        5.03           Assignment and Subletting
Procedures.  (a)    If Tenant
delivers to Landlord a Tenant’s Offer Notice with respect to any proposed
assignment of this Lease or subletting of all or part of the Premises and
Landlord does not timely exercise any of its options under Section 5.02, and
Tenant thereafter desires to assign this Lease or sublet the space specified in
Tenant’s Offer Notice, Tenant shall notify Landlord (a “Transfer Notice”) of
such desire, which notice shall be accompanied by (A) a copy of the proposed
assignment or sublease and all related agreements, the effective date of which
shall be at least 30 days after the giving of the Transfer Notice, (B) a
statement setting forth in reasonable detail the identity of the proposed
assignee or subtenant, the nature of its business and its proposed use of the
Premises, (C) current financial information with respect to the proposed
assignee or subtenant, including, without limitation, its most recent financial
statement and (D) such other information as Landlord may reasonably request, and
Landlord’s consent to the proposed assignment or sublease shall not be
unreasonably withheld, provided that:

         

        


        
          
            
               


            

            
              -29-

              
                

              

            

            
               


            

          

        

        


        (i)    such Transfer Notice
shall be delivered to Landlord within 6 months after the delivery to Landlord of
the applicable Tenant’s Offer Notice, failing which Tenant shall be obligated to
again comply with the provisions of Section
5.02.

         

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

         

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

         

        (iv)    Neither the proposed
assignee or sublessee, nor any Affiliate of such assignee or sublessee, is then
an occupant of any part of the Building, unless no other comparable space is
then or could thereafter be made available in the Building.

         

        (v)    The proposed assignee
or sublessee is not a person with whom Landlord is then negotiating or has
within the prior 3 months negotiated to lease space in the
Building.

         

        (vi)    The form of the
proposed assignment or sublease shall be reasonably satisfactory to Landlord and
shall comply with the applicable provisions of this Article
5.

         

        (vii)    There shall not be
more than 3 occupants of the Premises (including Tenant).

         

        (viii)    (Intentionally
Omitted)

         

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

         

        (b)           If
Landlord consents to a proposed assignment or sublease and Tenant fails to
execute and deliver the assignment or sublease to which Landlord consented
within 45 days after the giving of such consent, then Tenant shall again comply
with this Article
5 before assigning this Lease or subletting all or part of the
Premises.

         

        5.04           General
Provisions.  (a)    If this Lease
is assigned, whether or not in violation of this Lease, Landlord may collect
rent from the assignee.  If the Premises or any part thereof are
sublet or occupied by anybody other than Tenant, whether or not in violation of
this Lease, Landlord may, after default by Tenant, and expiration of Tenant’s
time to cure such default, collect rent from the subtenant or
occupant.  In either event, Landlord may apply the net amount
collected against Rent, but no such assignment, subletting, occupancy or
collection shall be deemed a waiver of any of the provisions of Section 5.01(a), or
the acceptance of the assignee, subtenant or occupant as tenant, or a release of
Tenant from the performance of Tenant’s obligations under this
Lease.

         

        


        
          
            
               


            

            
              -30-

              
                

              

            

            
               


            

          

        

        


        (b)           No
assignment or other transfer shall be effective until the assignee delivers to
Landlord (i) evidence that the assignee, as Tenant hereunder, has complied with
the requirements of Section 7.02 and
Section 7.03,
and (ii) an agreement in form and substance reasonably satisfactory to Landlord
whereby the assignee assumes Tenant’s obligations under this Lease.

         

        (c)           Notwithstanding
any assignment or transfer, whether or not in violation of this Lease, and
notwithstanding the acceptance of any Rent by Landlord from an assignee,
transferee, or any other party, the original named Tenant and each successor
Tenant shall remain fully liable for the payment of the Rent and the performance
of all of Tenant’s other obligations under this Lease.  The joint and
several liability of Tenant and any immediate or remote 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
subletting by Tenant shall be subject to the following:

         

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

         

        (ii)           No
sublease shall be valid, and no subtenant shall take possession of the 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 is an additional insured under the insurance
policies required to be maintained by occupants of the Premises pursuant to
Section 7.02,
and (y) there is in full force and effect, the insurance otherwise required by
Section
7.02.

         

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

         

        (e)           Each
sublease shall provide that the subtenant may not assign its rights thereunder
or further sublet the space demised under the sublease, in whole or in part,
without Landlord’s consent and without complying with all of the terms and
conditions of this Article 5. including,
without limitation, Section 5.05, which
for purposes of this Section 5.04(e) shall
be deemed to be appropriately modified to take into account that the transaction
in question is an assignment of the sublease or a further subletting of the
space demised under the sublease, as the case may be,

         

        


        
          
            
               


            

            
              -31-

              
                

              

            

            
               


            

          

        

        


        (f)           Tenant
shall not publicly advertise the availability of the Premises or any portion
thereof as sublet space or by way of an assignment of this Lease, without first
obtaining Landlord’s consent, which consent shall not be unreasonably withheld
or delayed provided that Tenant shall in no event advertise the rental rate or
any description thereof.

         

        5.05           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 subtenant under a sublease of
any part of the Premises and the amount of any Other Sublease Consideration
payable to Tenant by such subtenant, whether received in a lump-sum payment or
otherwise shall be in excess of Tenant’s Basic Cost therefor at that time then,
promptly after the collection thereof, Tenant shall pay to Landlord in monthly
installments as and when collected, as Additional Charges, 50% of such
excess.  Tenant shall deliver to Landlord within 60 days after the end
of each calendar year and within 60 days after the expiration or earlier
termination of this Lease a statement specifying each sublease in effect during
such calendar year or partial calendar year, the rentable area demised thereby,
the term thereof and a computation in reasonable detail showing the calculation
of the amounts paid and payable by the subtenant to Tenant, and by Tenant to
Landlord, with respect to such sublease for the period covered by such
statement.  “Tenant’s Basic Cost”
for sublet space at any time means the sum of (i) the portion of the Fixed Rent,
Tax Payments and Operating Payments which is attributable to the sublet space
for the sublease term, plus (ii) the actual out-of-pocket costs paid by Tenant
on account of electricity in respect of the sublet space, plus (iii) the actual
out-of-pocket costs reasonably paid by Tenant in making changes in the layout
and finish of the sublet space for the subtenant amortized on a straight-line
basis over the term of the sublease plus (iv) the actual out-of-pocket amount of
any reasonable brokerage commissions and reasonable legal fees paid by Tenant in
connection with the sublease amortized on a straight-line basis over the term of
the sublease.  “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.

         

        (b)           Upon
any assignment of this Lease, Tenant shall pay to Landlord 50% of the Assignment
Consideration received by Tenant for such assignment, after deducting therefrom
the actual out-of-pocket amount of any reasonable brokerage commissions and
reasonable legal fees paid by Tenant in connection with the
assignment.  “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).

         

        


        
          
            
               


            

            
              -32-

              
                

              

            

            
               


            

          

        

        


        (c)           Notwithstanding
anything herein to the contrary, this Section 5.05 shall
not apply to any assignment or subletting permitted without Landlord’s consent
pursuant to Sections
5.01(b) or (c)
hereof.

         

        ARTICLE
6

         

        Subordination; Default;
Indemnity

         

        6.01           Subordination.  (a)    This Lease is
subject and subordinate to each mortgage (a “Superior Mortgage”)
and each underlying lease (a “Superior Lease”)
which may now or hereafter affect all or any portion of the Project or any
interest therein and to any amendment, modification, supplement, renewal or
extension thereof.  The lessor under a Superior Lease is called a
“Superior
Lessor” and the mortgagee under a Superior Mortgage is called a “Superior
Mortgagee”.  Tenant shall execute, acknowledge and deliver any
instrument reasonably requested by Landlord, a Superior Lessor or Superior
Mortgagee to evidence such subordination, but no such instrument shall be
necessary to make such subordination effective.  Tenant shall execute
any amendment of this Lease requested by a Superior Mortgagee or a Superior
Lessor, provided such amendment shall not result in a material increase in
Tenant’s obligations under this Lease or a material reduction in the benefits
available to Tenant.  In the event of the enforcement by a Superior
Mortgagee of the remedies provided for by law or by such Superior Mortgage, or
in the event of the termination or expiration of a Superior Lease, Tenant, upon
request of such Superior Mortgagee, Superior Lessor or any person succeeding to
the interest of such mortgagee or lessor (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 shall,
if requested, enter into a new lease on terms identical to those in this Lease);
provided, that
any Successor Landlord (except for Future Landlord) shall not be (i) liable for
any act, omission or default of any prior landlord (including, without
limitation, Landlord); (ii) liable for the return of any monies 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, 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 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 construction in connection with the Project or the Premises or to
pay any sums to Tenant in connection therewith; 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.

         

        (b)           Tenant
shall give each Superior Mortgagee and each Superior Lessor a copy of any notice
of default served upon Landlord, provided that Tenant has been notified of the
address of such mortgagee or lessor.  If Landlord fails to cure any
default as to which Tenant is obligated to give notice pursuant to the preceding
sentence within the time provided for in this Lease, then each such mortgagee or
lessor shall have an additional 30 days after receipt of such notice within
which to cure such default or if such default cannot be cured within that time,
then such additional time as may be necessary if, within such 30 days, any such
mortgagee or lessor has commenced and is diligently pursuing the remedies
necessary to cure such default (including, without limitation, commencement of
foreclosure proceedings or eviction proceedings, if necessary to effect such
cure), in which event this Lease shall not be terminated and Tenant shall not
exercise any other rights or remedies under this Lease or otherwise while such
remedies are being so diligently pursued.  Nothing herein shall be
deemed to imply that Tenant has any right to terminate this Lease or any other
right or remedy, except as may be otherwise expressly provided for in this
Lease,

         

        


        
          
            
               


            

            
              -33-

              
                

              

            

            
               


            

          

        

        


        (c)           (i)           Landlord
and Tenant agree that the effectiveness of this Lease is subject to Landlord
obtaining and delivering to Tenant a subordination, non-disturbance and
attornment agreement (an “SNDA”) from the
existing Superior Mortgagee in such existing Superior Mortgagee’s customary
form, and Landlord shall diligently and in good faith attempt to obtain such
SNDA.  Notwithstanding the foregoing, if Tenant fails to execute,
acknowledge or deliver to Landlord or to such holder such SNDA within 10
Business Days after Landlord’s delivery of same to Tenant, whether or not such
holder has already executed same, this Lease shall be deemed subordinate to such
superior mortgage as set forth in this Article 6 on the same
terms of the SNDA (as if such SNDA had been executed), and Landlord shall be
deemed to have fulfilled all of its obligations under this Section 6.01(c) with
respect to obtaining an SNDA from such holder.  If Landlord shall not
deliver an SNDA to Tenant on or before 60 days following execution of this Lease
(the “SNDA
Date”), Tenant shall have the right to cancel this Lease by giving notice
to Landlord at any time prior to the date (the “Cancellation Deadline
Date”) which is the earlier of (A) 10 Business Days following the SNDA
Date or (B) the date upon which Landlord shall have delivered an SNDA to Tenant,
time being of the essence, and such termination shall be deemed effective on the
date such notice is received by Landlord.  Landlord may, but shall not
be obligated to, continue its commercially reasonable efforts to obtain the SNDA
beyond the SNDA Date.  If Tenant duly exercises its right to cancel
this Lease pursuant to this clause (i) prior to the Cancellation Deadline Date,
then this Lease shall automatically be deemed null and void and of no further
force or effect.  If Tenant fails to duly exercise its right to cancel
this Lease pursuant to this clause (i) prior to the Cancellation Deadline Date,
then Tenant shall be deemed to have irrevocably and unconditionally waived its
right to cancel this Lease under this Section
6.01(c).

         

        (ii)           If
this Lease is not terminated as provided in this Section 6.01(c)
above, then on the day immediately following the Cancellation Deadline Date,
Tenant shall execute and deliver to Landlord a written confirmation that Tenant
has irrevocably and unconditionally waived its right to terminate this Lease
pursuant to this Section 6.01(c);
provided that, Tenant’s default in so executing and delivering any such written
confirmation shall not limit or otherwise affect the waiver of such termination
right which is provided for in clause (i) above.

         

        (d)           Landlord
shall use commercially reasonable efforts to obtain an SNDA with respect to this
Lease from any future Superior Mortgagee, in such future Superior Mortgagee’s
then customary form.  This Lease and Tenant’s obligations hereunder
shall not be affected or impaired in any respect should any such future Superior
Mortgagee decline to enter into such SNDA and this Lease shall in all events be
subject and subordinate to such future Superior Mortgage as provided in Section 6.01(a) even
though such SNDA is not obtained.

         

        


        
          
            
               


            

            
              -34-

              
                

              

            

            
               


            

          

        

        


        (e)           (ii)           Landlord
has informed Tenant that Landlord holds its interest in the Building pursuant to
a certain ground lease (the “Existing Ground
Lease”) having a term which shall expire on December 14, 2013 and that
Landlord’s affiliate, Hiro Real Estate, L.L.C. (“Future Landlord”)
holds an interest in the Building under a certain ground lease (the “Future Ground Lease”)
having a term which shall commence on December 15, 2013 (the “Future Ground Lease
Commencement Date”).  Tenant agrees that, effective as of the
Future Ground Lease Commencement Date (so long as this Lease remains in full
force and effect as of such date) Tenant shall attorn to Future Landlord, as
landlord, under all of the terms and conditions of this Lease as if Future
Landlord were the named Landlord hereunder.  Such attornment shall be
automatic and no further instrument shall be necessary in order to make such
attornment effective; provided that, Tenant and Future Landlord each agree, upon
the request of the other, to execute and deliver such confirmation as may be
reasonably requested by the other to confirm the foregoing.  Future
Landlord is executing this Lease to acknowledge that as of the Future Ground
Lease Commencement Date, Future Landlord is assuming all of the obligations of
Landlord under this Lease.

         

        (ii)           Future
Landlord hereby represents to Tenant that the Future Ground Lease is in full
force and effect; provided, that the
term thereof has not yet commenced.

         

        (iii)           Future
Landlord agrees that it shall not voluntarily terminate the Future Ground Lease
prior to the stated expiration date thereof.

         

        (f)           Tenant
acknowledges that the effectiveness of this Lease is subject to, and conditioned
upon, Landlord obtaining a consent from Landlord’s lenders with respect to this
Lease in form and substance reasonably satisfactory to Landlord (a “Consent”).  Landlord
shall diligently and in good faith attempt to obtain such Consent; provided that
Landlord shall not be obligated to expend any sums (other than de minimis amounts) or incur
any liability in connection therewith.  If Landlord shall not obtain
the Consent on or before the date which is 60 days after the date of this Lease,
then either party shall thereafter have the right to terminate this Lease by
delivering notice thereof to the other party at any time prior to the date (the
“Consent Receipt
Date”) upon which Landlord shall obtain the Consent, time being of the
essence, and such termination shall be deemed effective on the date such notice
is received by the other party.  Landlord shall have the right, but
not the obligation, to continue its commercially reasonable efforts to obtain
the Consent beyond the date specified above.  If either party duly
exercises its right to cancel this Lease pursuant to this Section 6.01(f) then
this Lease shall automatically be deemed null and void and of no further force
or effect.

         

        6.02           Estoppel
Certificate.  Each
party shall, at any time and from time to time, within 10 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 that
this Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), certifying the Commencement Date, Expiration Date and the
dates to which the Fixed Rent and Additional Charges have been paid and stating
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 shall be deemed a representation and warranty
to be relied upon by the party to whom such statement is
addressed.  Each party shall include or confirm in any such statement
such other information concerning this Lease as the other party may reasonably
request.

         

        


        
          
            
               


            

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

         

        (a)           if
Tenant defaults in the payment of any Rent, and such default continues for 5
days after Landlord gives to Tenant a notice specifying such default,
or

         

        (b)           if
Tenant defaults in the keeping, observance or performance of any covenant or
agreement (other than a default of the character referred to in Section 6.03(a),
(c), (d), (f), (g) or (h)), and if such
default continues and is not cured within 30 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 30 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 or (ii) institute and thereafter diligently
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 for a period of at least 60 consecutive days
for any reason other than a Casualty (and the fact that any of Tenant’s Property
remains in the Premises shall not be evidence that Tenant has not abandoned the
Premises), or

         

        (e)           (Intentionally
Omitted)

         

        (f)           if
a default of the kind set forth in Section 6.03(a),
(b) or (g) shall occur and
have been cured, and if a similar default shall occur more than twice within the
next 365 days, whether or not such similar defaults are cured within the
applicable grace period, or

         

        (g)           if
a default in the keeping, observance or performance of any covenant or agreement
under Section
4.02(g) occurs and if such default continues and is not cured within 5
days after Landlord gives to Tenant a notice specifying the same,
or

         

        (h)           if
Tenant fails to deliver to Landlord any Letter of Credit, or amendment thereto,
on the date and in the manner required under Section
2.09,

         

        then, in
any of such cases, 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 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 5
days with the same effect as if the last of such 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 5
days, 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).

         

        


        
          
            
               


            

            
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        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
(using a discount rate of 4%) 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 2.04 and
Section 2.05
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

         

        (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 on account of any period that
is the subject 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,

         

        


        
          
            
               


            

            
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        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.  Anything in
this Lease to the contrary notwithstanding, during the continuation of any
default by Tenant, 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.  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.

         

        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.

         

        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 and by each Superior Lessor and Superior Mortgagee whose lease or
mortgage provides that any such surrender may not be accepted without its
consent.

         

        6.10           Holding
Over.  (a)    If Tenant
holds over without the consent of Landlord after expiration or termination of
this Lease, Tenant shall (A) pay as holdover rental for each month of the
holdover tenancy an amount equal to the Holdover Percentage multiplied by the
greater of (i) the fair market rental value of the Premises for such month (as
reasonably determined by Landlord) or (ii) the Rent which Tenant was obligated
to pay for the month immediately preceding the end of the Term; and (B) if
Tenant holds over for more than 30 days after the expiration or earlier
termination of this Lease, be liable to Landlord for and indemnify Landlord
against (i) any 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”)
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, (ii) 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 (iii) any claim for damages by any New
Tenant.  “Holdover Percentage”
means (x) during the first 30 days of such holdover, 150% and (y) thereafter,
200%.  No holding over by Tenant after the Term shall operate to
extend the Term.  Notwithstanding the foregoing, 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.

         

        


        
          
            
               


            

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

         

        6.12           Nonliability and
Indemnification.  (a)    Neither
Landlord, any Superior Lessor or any Superior Mortgagee, nor any direct or
indirect member, partner, director, officer, shareholder, principal, agent,
servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee
(whether disclosed or undisclosed), shall be liable to Tenant for (i) any loss,
injury or damage to Tenant or to any other person, or to its or their property,
irrespective of the cause of such injury, damage or loss, nor shall the
aforesaid parties be liable for any loss of or damage to property of Tenant or
of others entrusted to employees of Landlord; provided, that,
except to the extent of the release of liability and waiver of subrogation
provided in Section
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, its agents, servants or employees in the operation or maintenance of
the Premises or the Building, (ii) any loss, injury or damage described in clause (i) above
caused by other tenants or persons in, upon or about the Building, or caused by
operations in construction of any private, public or quasi-public work, or (iii)
even if negligent, consequential damages arising out of any loss of use of the
Premises or any equipment, facilities or other Tenant’s Property therein or
otherwise.

         

        


        
          
            
               


            

            
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        (b)           Subject
to Section
7.03, Tenant shall indemnify and hold harmless Landlord, all Superior
Lessors and all Superior Mortgagees and each of their respective direct and
indirect members, partners, 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) 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 direct or indirect members, partners, shareholders,
directors, officers, agents, employees or contractors, (iii) any accident,
injury or damage occurring in, at or upon the Premises, (iv) any default by
Tenant in the performance of Tenant’s obligations under this Lease and (v) any
brokerage commission or similar compensation claimed to be due by reason of any
proposed subletting or assignment by Tenant (irrespective of the exercise by
Landlord of any of the options in Section 5.02(b));
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).

         

        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, 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 the Project 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.

         

        


        
          
            
               


            

            
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        (b)           If,
by reason of any failure of Tenant to comply with this Lease, the premiums on
Landlord’s insurance on the Project shall be higher than they otherwise would
be, Tenant shall reimburse Landlord, on demand, for that part of such premiums
attributable to such failure on the part of Tenant, 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 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 during the Term (a) “all risk” property insurance
covering all present and future Tenant’s Property, Fixtures and Tenant’s
Improvements and Betterments to a limit of not less than the full replacement
cost thereof with a deductible not in excess of $25,000, and (b) commercial
general liability insurance, including a contractual liability endorsement, and
personal injury liability coverage, in respect of the Premises and the conduct
or operation of business therein, with Landlord and its managing agent, if any,
and each Superior Lessor and Superior Mortgagee whose name and address shall
have been furnished to Tenant, as additional insureds, with limits of not less
than $5,000,000 combined single limit for bodily injury and property damage
liability in any one occurrence and (c) boiler and machinery insurance, if there
is a boiler, supplementary air conditioner or pressure object or similar
equipment in the Premises, with Landlord and its managing agent, if any, and
each Superior Lessor and Superior Mortgagee whose name and address shall have
been furnished to Tenant, as additional insureds, with limits of not less than
$2,500,000 and (d) when Alterations are in process, the insurance specified in
Section 4.02(f)
hereof.  The limits of such insurance shall not limit the liability of
Tenant.  Tenant shall deliver to Landlord and any additional insureds,
on or prior to the Commencement Date, such fully paid-for policies or
certificates of insurance, in form reasonably satisfactory to Landlord issued by
the insurance company or its authorized agent.  Tenant shall procure
and pay for renewals of such insurance from time to time before the expiration
thereof, and Tenant shall deliver to Landlord and any additional insureds such
renewal policy or a certificate thereof at least 30 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-/VI1I 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 any additional insureds are
given at least 30 days’ prior written notice of such cancellation, lapse or
modification.  The proceeds of policies providing “all risk” property
insurance of Tenant’s Property, Fixtures and Improvements and Betterments shall
be payable to Landlord, Tenant and each Superior Lessor and Superior Mortgagee
as their interests may appear.  Tenant shall cooperate with Landlord
in connection with the collection of any insurance monies that may be due in the
event of loss and Tenant shall execute and deliver to Landlord such proofs of
loss and other instruments which may be required to recover any such insurance
monies.  Landlord may from, time to time, upon not less than 30 days’
prior notice to Tenant, require that the amount of the insurance to be
maintained by Tenant under this Section.7.02 be
increased, so that the amount thereof adequately protects Landlord’s interest;
provided,
however, that such increases shall be consistent with Landlord’s requirements
for other tenants generally.

         

        


        
          
            
               


            

            
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        7.03           Subrogation
Waiver.  Landlord
and Tenant shall each include in each of its insurance policies (insuring the
Building in case of Landlord, and insuring Tenant’s Property, Fixtures 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.  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.

         

        7.04           Condemnation.  (a)    If there
shall be a total taking of the Building in condemnation proceedings or by any
right of eminent domain, this Lease and the term and estate hereby granted shall
terminate as of the date of taking of possession by the condemning authority and
all Rent shall be prorated and paid as of such termination date.  If
there shall be a taking of any material (in Landlord’s reasonable judgment)
portion of the Land or the Building (whether or not the Premises are affected by
such taking), then Landlord may terminate this Lease and the term and estate
granted hereby by giving notice to Tenant within 60 days after the date of
taking of possession by the condemning authority.  If there shall be a
taking of the 8th Floor Premises of such scope (but in no event less than 20%
thereof) that Tenant would not be able to operate its business in the untaken
part of the 8th Floor
Premises, then Tenant may terminate this Lease and the term and estate granted
hereby by giving notice to Landlord within 60 days after the date of taking of
possession by the condemning authority.  If either Landlord or Tenant
shall give a termination notice as aforesaid, then this Lease and the term and
estate granted hereby shall terminate as of the date of such notice and all Rent
shall be prorated and paid as of such termination date.  In the event
of a taking of the Premises which does not result in the termination of this
Lease (i) the term and estate hereby granted with respect to the taken part of
the Premises shall terminate as of the date of taking of possession by the
condemning authority and all Rent shall be appropriately abated for the period
from such date to the Expiration Date and (ii) Landlord shall with reasonable
diligence restore the remaining portion of the Premises (exclusive of Tenant’s
Property, Fixtures and Tenant’s Improvements and Betterments) as nearly as
practicable to its condition prior to such taking.  If the Lease is
terminated pursuant to this Section 7.04(a),
Landlord shall return to Tenant the Letter of Credit to the extent required and
in the manner set forth in Section 2.09, and
Landlord and Tenant shall have no further obligations under this Lease except
for those that expressly survive the termination of this Lease.

         

        (b)           In
the event of any taking of all or a part of the Building, Landlord shall be
entitled to receive the entire award in the condemnation proceeding, including,
without limitation, any award made for the value of the estate vested by this
Lease in Tenant or any value attributable to the unexpired portion of the Term,
and Tenant hereby assigns to Landlord any and all right, title and interest of
Tenant now or hereafter arising in or to any such award or any part thereof, and
Tenant shall be entitled to receive no part of such award; provided, that
nothing shall preclude Tenant from intervening in any such condemnation
proceeding to claim or receive from the condemning authority any compensation to
which Tenant may otherwise lawfully be entitled in such case in respect of
Tenant’s Property or moving expenses, provided the same do not include any value
of the estate vested by this Lease in Tenant or of the unexpired portion of the
Term and do not reduce the amount available to Landlord or materially delay the
payment thereof.

         

        


        
          
            
               


            

            
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        (c)           If
all or any part of the Premises shall be taken for a limited period, Tenant
shall be entitled, except as hereinafter set forth, to that portion of the award
for such taking which represents compensation for the use and occupancy of the
Premises, for the taking of Tenant’s Property and for moving expenses, and
Landlord shall be entitled to that portion which represents reimbursement for
the cost of restoration of the Premises (which restoration shall be performed by
Landlord; provided that
Landlord shall have no obligation to restore Tenant’s Property, Fixtures or
Improvements and Betterments).  This Lease shall remain unaffected by
such taking and Tenant shall continue to be responsible for all of its
obligations under this Lease to the extent such obligations are not affected by
such taking and shall continue to pay in full all Rent when due.  If
the period of temporary use or occupancy shall extend beyond the Expiration
Date, that part of the award which represents compensation for the use and
occupancy of the Premises shall be apportioned between Landlord and Tenant as of
the Expiration Date.  Any award for temporary use and occupancy for a
period beyond the date to which the Rent has been paid shall be paid to, held
and applied by Landlord as a trust fund for payment of the Rent thereafter
becoming due.

         

        (d)           In
the event of any taking which does not result in termination of this Lease, (i)
Landlord, whether or not any award shall be sufficient therefor, shall proceed
with reasonable diligence to repair the remaining parts of the Building and the
Premises (other than those parts of the Premises which constitute Tenant’s
Property) to substantially their former condition to the extent that the same
may be feasible (subject to reasonable changes which Landlord deems desirable)
and so as to constitute a complete and rentable Building and Premises and (ii)
Tenant, whether or not any award shall be sufficient therefor, shall proceed
with reasonable diligence to repair the remaining parts of the Premises which
constitute Tenant’s Property, to substantially their former condition to the
extent that the same may be feasible, subject to reasonable changes which shall
be deemed Alterations.

         

        7.05           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
this Lease is not terminated as provided below, then (i) Landlord shall repair
and restore the Building and the Premises (excluding Tenant’s Improvements and
Betterments, Tenant’s Fixtures and Tenant’s Property) with reasonable dispatch
(but Landlord shall not be required to perform the same on an overtime or
premium pay basis), at its sole cost, after notice to Landlord of the Casualty
and the collection of the insurance proceeds attributable to such Casualty and
(ii) Tenant shall repair and restore in accordance with Section 4.02 all
Tenant’s Property, Tenant’s Fixtures and Tenant’s Improvements and Betterments
with reasonable dispatch after the Casualty.

         

        (b)           If
all or part of the 8th Floor
Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent
and the Additional Charges under Section 2.04 and
Section 2.05
shall be abated in the proportion that the untenantable area of the 8th Floor
Premises bears to the total area of the 8th Floor
Premises, for the period from the date of the Casualty to the earlier of (i) the
date the 8th Floor
Premises is made tenantable (provided, that if the 8th Floor
Premises would have been tenantable at an earlier date but for Tenant having
failed to cooperate with Landlord in effecting repairs or restoration or
collecting insurance proceeds, then the 8th Floor
Premises shall be deemed to have been made tenantable on such earlier date and
the abatement shall cease) or (ii) the date Tenant or any subtenant reoccupies a
portion of the 8th Floor
Premises (in which case the Fixed Rent and the Additional Charges allocable to
such reoccupied portion shall be payable by Tenant from the date of such
occupancy).  Landlord’s determination of the date the 8th Floor
Premises is tenantable shall be controlling unless Tenant disputes same by
notice to Landlord within 10 days after such determination by Landlord, and
pending resolution of such dispute, Tenant shall pay Rent in accordance with
Landlord’s determination.  Notwithstanding the foregoing, if solely by
reason of any act or omission by Tenant, any subtenant or any of their
respective partners, directors, officers, servants, employees, agents or
contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be
unable to collect all of the insurance proceeds (including, without limitation,
rent insurance proceeds) applicable to the Casualty, then, without prejudice to
any other remedies which may be available against Tenant, there shall be no
abatement of Rent.  Nothing contained in this Section 7.05 shall
relieve Tenant from any liability that may exist as a result of any
Casualty.

         

        


        
          
            
               


            

            
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        (c)           If
by reason of a Casualty (i) the Building shall be totally damaged or destroyed,
(ii) the Building shall be so damaged or destroyed (whether or not the Premises
are damaged or destroyed) that repair or restoration shall require more than 270
days or the expenditure of more than 20% percent of the full insurable value of
the Building (which, for purposes of this Section 7.05(c),
shall mean replacement cost less the cost of footings, foundations and other
structures below the street and first floors of the Building) immediately prior
to the Casualty or (iii) more than 30% of the 8th Floor Premises shall be
damaged or destroyed (as estimated in any such case by a reputable contractor,
architect or engineer designated by Landlord), then in any such case Landlord
may terminate this Lease by notice given to Tenant within 180 days after the
Casualty.  If the Lease is terminated pursuant to this Section 7.05(c),
Landlord shall return to Tenant the Letter of Credit to the extent required and
in the manner set forth in Section 2.09, and
Landlord and Tenant shall have no further obligations under this Lease except
for those that expressly survive the termination of this Lease.

         

        (d)           (i)           If,
by reason of a Casualty, 50% or more of the 8th Floor
Premises shall be damaged or destroyed and rendered unusable (as estimated by a
reputable contractor, architect or engineer designated by Landlord) (a “Substantial
Casualty”), then Landlord within 60 days after the date of the Casualty
shall deliver to Tenant a statement prepared by a reputable contractor,
architect or engineer designated by Landlord setting forth such contractor,
architect or engineer’s estimate as to the time required to substantially
complete the repair of the 8th Floor
Premises (excluding any of Tenant’s Property, Fixtures or Tenant’s Improvements
and Betterments).  If the estimated time period exceeds 9 months from
the date of such Casualty (the last day of such estimated time period, the
“Outside Repair
Date”), Tenant may elect to terminate this Lease by giving notice (the
“Damage Termination
Notice”) to Landlord within 20 days after Tenant’s receipt of such
contractor’s estimate (time of the essence).  If Tenant timely gives a
Damage Termination Notice, the Term shall expire upon 20 days after such notice
is given by Tenant, and Tenant shall vacate the Premises and surrender the same
to Landlord In accordance with the provisions of this Lease.  If
Tenant fails timely to deliver the Damage Termination Notice as aforesaid,
Tenant shall be deemed to have waived its right to give such termination notice
and Tenant shall have no further right to terminate this Lease under this Section 7.05(d)
(except as expressly provided for below).  If the Lease is terminated
pursuant to this Section 7.05(d),
Landlord shall return to Tenant the Letter of Credit to the extent required and
in the manner set forth in Section 2.09, and
Landlord and Tenant shall have no farther obligations under this Lease except
for those that expressly survive the termination of this Lease.

         

        


        
          
            
               


            

            
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        (ii)           In
the event of any Substantial Casualty, if the repair or restoration necessary to
render the Premises no longer unusable is not substantially completed by the
Outside Repair Date (as such Outside Repair Date shall be extended due to delays
caused or occasioned by Force Majeure or by Tenant Delay), then Tenant shall be
entitled to terminate this Lease by giving a Damage Termination Notice to
Landlord within 20 days after the Outside Repair Date (as so extended), time
being of the essence, and, upon the giving of such notice, this Lease and the
term hereof shall expire effective on the 20th day after the giving of such
notice (the “Damage
Termination Date”); provided, however, if Tenant
delivers a Damage Termination Notice pursuant to this sentence to Landlord, then
Landlord shall have the right to suspend the occurrence of the Damage
Termination Date for a period of 30 days after the date of the Damage
Termination Notice by delivering to Tenant, within 10 Business Days after
Landlord’s receipt of such Damage Termination Notice, a certificate of
Landlord’s contractor responsible for the repairs of such damage certifying that
it is such contractor’s good faith judgment that the repairs shall be
substantially completed within 30 days after the date of the Damage Termination
Notice.  If the repairs shall be substantially completed prior to the
expiration of such 30-day period, the Damage Termination Notice shall be null
and void and of no force or effect, and this Lease shall continue, but if the
repairs shall not be substantially completed within such 30-day period, then
this Lease shall terminate upon the expiration of such 30-day
period.

         

        (e)           Landlord
shall not carry any insurance on Tenant’s Property, Fixtures or Tenant’s
Improvements and Betterments and shall not be obligated to repair or replace
Tenant’s Property, Tenant’s Improvements and Betterments or
Fixtures.  Tenant shall look solely to its insurance for recovery of
any damage to or loss of Tenant’s Property, Tenant’s Improvements and
Betterments or Fixtures.  Tenant shall notify Landlord promptly of any
Casualty in the Premises.

         

        (f)           This
Section 7.05
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.

         

        ARTICLE
8

         

        Miscellaneous
Provisions

         

        8.01           Notice.  All
notices, demands, consents, approvals, waivers or other communications which may
or are required to be given by either party to the other under this Lease (each,
“Notice”) shall
be in writing and shall be delivered by (a) personal delivery, (b) the United
States mail, certified or registered, postage prepaid, return receipt requested,
or (c) a nationally recognized overnight courier, in each case addressed to the
party to be notified as follows:

         

        


        
          
            
               


            

            
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        If to
Landlord:

         

        Hiro Real
Estate Co.

        150 East
42nd Street, Mezzanine Level

        New York,
New York 10017

        Attn.:
Mr. Karl Ruping, Chief Operating Officer

         

        with
copies being simultaneously delivered to:

         

        Hiro Real
Estate Co.

        150 East
42nd Street, Mezzanine Level

        New York,
New York 10017

        Attn.:
Mr. Daniel J. Immordino, Controller

         

        Hiro Real
Estate Co.

        150 East
42nd
Street

        Building
Management Office

        New York,
New York 10017

        Attn.:
Building Manager

         

        CB
Richard Ellis, Inc.

        200 Park
Avenue

        New York,
New York  10166

        Attn.:
Mr. Scott Gottlieb

         

        Fried,
Frank, Harris, Shriver & Jacobson LLP

        One New
York Plaza

        New York,
New York 10004

        Attn.:
Ross Z. Silver, Esq.

         

        If to
Tenant:

         

        Intralinks,
Inc.

        150 East
42nd
Street

        8th
Floor

        New York,
New York 10017

        Attn.:
General Counsel

         

        with a
copy being simultaneously delivered to:

         

        Orrick,
Herrington & Sutcliffe LLP

        666 Fifth
Avenue

        New York,
New York  10103

        Attn.:
Edward M. Joyce, Esq.

         

        Either
party may from time to time designate a different (or additional) address(es)
for Notices by at least five (5) days prior Notice to the other
party.  Notices from Landlord may be given by Landlord’s managing
agent, if any, or by Landlord’s attorney, and Notices from.  Tenant
may be given by Tenant’s attorney.  Each Notice shall be deemed to
have been given on the date such Notice is actually received as evidenced by a
written receipt therefor from the personal delivery service, United States
Postal Service, or national courier service, as applicable, and 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 as
evidenced by a written receipt therefore from the personal delivery service,
United States Postal Service, or national courier service, as
applicable.

         

        


        
          
            
               


            

            
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        8.02           Building
Rules.  Tenant
shall comply with, and Tenant shall cause its licensees, employees, contractors,
agents and invitees to comply with, the rules of the Building set forth in the
Tenant Manual, as the same may be reasonably modified or supplemented by
Landlord from time to time for the safety, care and cleanliness of the Premises
and the Building and for preservation of good order therein.  Landlord
shall not be obligated to enforce the rules of the Building against Tenant or
any other tenant of the Building or any other party, and Landlord shall have no
liability to Tenant by reason of the violation by any tenant or other party of
the rules of the Building; provided, that
Landlord shall not enforce the rules of the Building in a manner which
discriminates against Tenant.  If any rule of the Building shall
conflict with any provision of this Lease, such provision of this Lease shall
govern.

         

        8.03           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.

         

        8.04           Certain
Definitions.  (a)    “Landlord” means only
the owner, at the time in question, of the Building or that portion of the
Building of which the Premises are a part, or of a lease of the Building or that
portion of the Building of which the Premises are a part, so that in the event
of any transfer or transfers of title to the Building or of Landlord’s interest
in a lease of the Building or such portion of the Building, 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 Landlord’s interest under this
Lease.

         

        (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 of 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.

         

        8.05           Quiet
Enjoyment.  Tenant
shall and may peaceably and quietly have, hold and enjoy the Premises, subject
to the other terms of this Lease and to Superior Leases and Superior Mortgages,
provided that Tenant pays the Fixed Rent and Additional Charges to be paid by
Tenant and performs all of Tenant’s covenants and agreements contained in this
Lease.

         

        


        
          
            
               


            

            
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        8.06           Limitation of Landlords
Personal Liability.  Tenant
shall look solely to Landlord’s interest in the Project for the recovery of any
judgment against Landlord, and no other property or assets of Landlord or
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.

         

        8.07           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.

         

        8.08           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.

         

        8.09           Certain
Remedies.  If
Tenant requests Landlord’s consent and Landlord fails or refuses to give such
consent, Tenant shall not be entitled to any damages for any withholding 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 its consent.  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.

         

        8.10           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.

         

        8.11           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 Tenant’s part to be performed, shall be deemed and
construed as a separate and independent covenant of Tenant, not dependent on any
other provision of this Lease, This Lease may be executed in multiple
counterparts, each of which constitutes an original and all of which, taken
together, constitute one and the same instrument.  This Lease may be
executed in multiple counterparts, each of which constitutes an original and all
of which, taken together, constitute one and the same instrument,

         

        


        
          
            
               


            

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

         

        8.13           Broker.  Each
party represents to the other that such party has dealt with no broker other
than CB Richard Ellis, Inc. (“Broker”) in
connection with this Lease or the Building, and each party shall indemnify and
hold the other harmless from and against all loss, cost, liability and expense
(including, without limitation, reasonable attorneys’ fees and disbursements)
arising out of any claim for a commission or other compensation by any broker
other than Broker who alleges that it has dealt with the indemnifying party in
connection with this Lease or the Building.  Landlord shall enter into
a separate agreement with Broker which provides that, if this Lease is executed
and delivered by both Landlord and Tenant, Landlord shall pay to Broker a
commission to be agreed upon between Landlord and Broker, subject to, and in
accordance with, the terms and conditions of such agreement.

         

        8.14           Merger.  Tenant
acknowledges that Landlord has not made and is not making, and Tenant, in
executing and delivering this Lease, is not relying upon, any warranties,
representations, promises or statements, except to the extent that the same are
expressly set forth in this Lease.  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.

         

        8.15           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 may be approved by Landlord,
Tenant’s assigns.

         

        8.16           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.

         

        8.17           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
Landlord.  Tenant shall promptly execute and deliver any instruments
which may be requested by Landlord, including instruments merging zoning lots,
evidencing such acknowledgment and consent.  The provisions of this
Section 8.17
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.

         

        8.18           Condominium.  This
Lease and all rights of Tenant hereunder are and shall be subject and
subordinate in all respects to any condominium declaration and any other
documents (collectively, the “Declaration”) which
are or shall be recorded in order to convert the Land and the improvements
erected thereon to a condominium form of ownership in accordance with the
provisions of Article 9-B of the Real Property Law, or any successor thereto,
provided the Declaration does not include other terms which increase Tenant’s
obligations (in any material respect) or decrease Tenant’s rights (in any
material respect).  If any such Declaration is to be recorded, Tenant,
upon the request of Landlord, shall enter into an amendment of this Lease
confirming such subordination and modifying the Lease in such respects as shall
be necessary to conform to such condominiumization, including, without
limitation, appropriate adjustments to Tenant’s Tax Share and Tenant’s Operating
Share and appropriate reductions in the Operating Expenses for the Base
Operating Year and the Base Tax Amount; provided, that, such
amendment shall not reduce Tenant’s rights or increase Tenant’s obligations
under this Lease (in either case in any material respect) or increase Tenant’s
monetary obligations under the Lease.

         

        


        
          
            
               


            

            
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        8.19           Embargoed
Person.  Tenant
represents that as of the date of this Lease, and Tenant covenants that
throughout the term of this Lease: (a) Tenant is not, and shall not be, an
Embargoed Person, (b) none of the funds or other assets of Tenant are or shall
constitute property of, or are or shall be beneficially owned, directly or
indirectly, by any Embargoed Person; (c) no Embargoed Person shall have any
interest of any nature whatsoever in Tenant, with the result that the investment
in Tenant (whether directly or indirectly) is or would be blocked or prohibited
by law or that this Lease and performance of the obligations hereunder are or
would be blocked or in violation of law and (d) none of the funds of Tenant are,
or shall be derived from, any activity with the result that the investment in
Tenant (whether directly or indirectly) is or would be blocked or in violation
of law or that this Lease and performance of the obligations hereunder are or
would be in violation of law. “Embargoed Person”
means a person, entity or government (i) identified on the Specially Designated
Nationals and Blocked Persons List maintained by the United States Treasury
Department Office of Foreign Assets Control and/or any similar list maintained
pursuant to any authorizing statute, executive order or regulation and/or (ii)
subject to trade restrictions under United States law, including, without
limitation, the International Emergency Economic Powers Act, 50 U.S.C. § 1701 et
seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any
Executive Orders or regulations promulgated under any such laws, with the result
that the investment in Tenant (whether directly or indirectly), is or would be
prohibited by law or this Lease is or would be in violation of law and/or (iii)
subject to blocking, sanction or reporting under the USA Patriot Act, as
amended; Executive Order 13224, as amended; Title 31, Parts 595, 596 and 597 of
the U.S. Code of Federal Regulations, as they exist from time to time; and any
other law or Executive Order or regulation through which the U.S. Department of
the Treasury has or may come to have sanction authority.  If any
representation made by Tenant pursuant to this Section 8.19 shall
become untrue Tenant shall within 10 days give written notice thereof to
Landlord, which notice shall set forth in reasonable detail the reason(s) why
such representation has become untrue and shall be accompanied by any relevant
notices from, or correspondence with, the applicable governmental agency or
agencies.

         

        8.20           Landlord’s
Contribution.  (a)    Subject to
Section
8.20(d), Tenant shall be entitled to receive for the cost of Initial
Tenant Work and Qualified Soft Costs, an amount (the “Landlord’s
Contribution”) equal to $1,948,680.00 (i.e., $45.00 per rental square
foot contained in the 8th Floor
Premises), upon the following terms and conditions:

         

        (A)           Subject
to Section
8.20(d), the Landlord’s Contribution shall be payable to Tenant in
installments as Initial Tenant Work progresses, but in no event more frequently
than monthly.

         

        


        
          
            
               


            

            
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        (B)           Prior
to the payment of any installment.  Tenant shall deliver to Landlord a
request for disbursement which shall be accompanied by (x) paid invoices for the
Initial Tenant Work and Qualified Soft Costs performed or incurred since the
last disbursement of the Landlord’s Contribution, (y) a certificate signed by
Tenant’s architect and an officer of Tenant certifying that the Initial Tenant
Work and Qualified Soft Costs and services represented by the aforesaid invoices
have been satisfactorily completed in accordance with the plans and
specifications therefor approved by Landlord, and (z) lien waivers by
architects, contractors, subcontractors and all materialmen for all such work
and services.  Landlord shall be permitted to retain from each
disbursement an amount equal to 10% of the amount requested to be disbursed by
Tenant.  The aggregate amount of the retainages shall be paid by
Landlord to Tenant upon the completion of all Initial Tenant Work and upon
receipt from Tenant of (1) a certificate signed by Tenant’s architect and an
officer of Tenant certifying that all Initial Tenant Work has been
satisfactorily completed in accordance with the plans and specifications
therefor approved by Landlord, (2) all Building Department sign-offs and
inspection certificates and any permits required to be issued by the Building
Department or any other governmental entities having jurisdiction thereover, (3)
a final lien waiver and general release from all contractors and subcontractors
performing Initial Tenant Work releasing Landlord and Tenant from all liability
for any Initial Tenant Work and (4) five (5) sets of “as-built” drawings of the
Initial Tenant Work using the AutoCAD Computer Assisted Drafting and Design
System, Version 12 or later or such other system or medium as Landlord may
accept.  Each installment of Landlord’s Contribution shall be made to
Tenant within 30 days next following the delivery to Landlord of the
documentation described above (the “Documentation”),
provided that the Documentation is submitted to Landlord on or before the 10th
day of a month, and in the event the Documentation is submitted at any time
after the 10th day of any given month, Landlord’s payment shall be made on or
before the end of the month following the month in which Tenant submits the
Documentation.

         

        (C)           Tenant
is not then in monetary or material non-monetary default under this
Lease.  To the extent that any disbursement is not made by reason of
Tenant’s default, upon cure of such default, Tenant may resubmit such request
for disbursement, notwithstanding that such request may be the second request in
a month.

         

        (D)           In
no event shall Tenant be entitled to reimbursement from the Landlord’s
Contribution for Qualified Soft Costs in excess of an aggregate amount for all
Qualified Soft Costs of $195,000.00.

         

        (b)           “Initial Tenant Work”
means the installation of fixtures, improvements and appurtenances attached to
or built into the 8th Floor
Premises, and shall not include movable partitions, business and trade fixtures,
machinery, equipment, furniture, furnishings and other articles of personal
property.

         

        (c)           “Qualified Soft Costs”
means the fees and expenses of third-party architects, engineers and technical
consultants and filing fees, in each case incurred by Tenant in connection with
the Initial Tenant Work, up to $195,000.00 in the aggregate.

         

        (d)           In
no event shall Tenant make requests for disbursements for more than 50% of
Landlord’s Contribution, in the aggregate, prior to the Commencement Date,
Tenant shall not be entitled to make any request for a disbursement for any
portion of Landlord’s Contribution later than the second (2nd) anniversary of
the Commencement Date (the “Outside Requisition
Date”) and if Tenant shall fail to make any such request for a
disbursement in connection with Tenant’s performance of the Initial Tenant Work
by the Outside Requisition Date, then Tenant shall waive Tenant’s right to
receive any payment theretofore in connection therewith.  If Tenant
does not use all or any portion of Landlord’s Contribution for the Initial
Tenant Work or Qualified Soft Costs in connection therewith within 12 months
following the Commencement Date, Tenant shall be entitled to direct Landlord, by
notice, to apply all or any portion of such balance of Landlord’s Contribution
as a credit toward the next subsequent installment s) of Rent coming due
hereunder.

         

        


        
          
            
               


            

            
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        (e)           The
right to receive reimbursement for the cost of Initial Tenant Work as set forth
in this Section
8.20 shall be for the exclusive benefit of Tenant or its Affiliates, it
being the express intent of the parties hereto that in no event shall such right
be conferred upon or for the benefit of any third party, including, without
limitation, any contractor, subcontractor, materialman, laborer, architect,
engineer, attorney or any other person, firm or entity.

         

        ARTICLE
9

         

        Renewal
Right

         

        9.01           Renewal
Right.  (a)    Provided that
on the date Tenant exercises the Renewal Option and at the commencement of the
Renewal Term (i) this Lease shall not have been terminated, (ii) Tenant shall
not be in default under this Lease and (iii) Tenant shall occupy the entire
Premises, Tenant shall have the option (the “Renewal Option”) to
extend the term of this Lease until December 13, 2028 (the “Renewal Term”), to
commence at the expiration of the initial Term.

         

        (b)           The
Renewal Option shall be exercised with respect to the entire Premises only and
shall be exercisable by Tenant giving notice to Landlord (the “Renewal Notice”) at
least 18 months before the last day of the initial Term.  Time is of
the essence with respect to the giving of the Renewal Notice.

         

        9.02           Renewal Rent and Other
Terms.  (a)    The Renewal
Term shall be upon all of the terms and conditions set forth in this Lease,
except that (i) the Fixed Rent shall be as determined pursuant to the further
provisions of this Section.9.02; (ii)
Tenant shall accept the Premises in its “as is” condition at the commencement of
the Renewal Term, and Landlord shall not be required to perform any work, to pay
Landlord’s Contribution or any other amount or to render any services to make
the Premises ready for Tenant’s use and occupancy or to provide any abatement of
Fixed Rent or Additional Charges, in each case with respect to the Renewal Term;
(iii) Tenant shall have no option to renew this Lease beyond the expiration of
the Renewal Term; and (iv) the Base Tax Amount shall be the Taxes for the Tax
Year ending immediately before the commencement of the Renewal Term and the Base
Operating Year shall be the Operating Year ending immediately before the
commencement of the Renewal Term.

         

        (b)           The
annual Fixed Rent for the Premises for the Renewal Term shall be the Fair Market
Rent.  “Fair
Market Rent” means the fixed annual rent that a willing lessee would pay
and a willing lessor would accept for the Premises during the Renewal Term,
taking into account all relevant factors; provided, that the remaining term of
the ground lease then in effect shall not be taken into account.

         

        


        
          
            
               


            

            
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        (c)           If
Tenant timely exercises the Renewal Option, Landlord shall notify Tenant (the
“Rent Notice”)
at least 150 days before the last day of the initial Term of Landlord’s
determination of the Fair Market Rent (“Landlord’s Initial
Determination”).  Tenant shall notify Landlord (“Tenant’s Notice”),
within 20 days after Tenant’s receipt of the Rent Notice, 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 Fair Market Rent (“Tenant’s Initial
Determination”).  If Tenant fails to give Tenant’s Notice
within such 20 day period, or if Tenant gives Tenant’s Notice within such 20 day
period but fails to set forth therein Tenant’s Initial Determination, then
Tenant shall be deemed to have accepted Landlord’s Initial
Determination.

         

        (d)           (i)           If
Tenant timely disputes Landlord’s Initial Determination and Landlord and Tenant
fail to agree as to the Fair Market Rent within 20 days after the giving of
Tenant’s Notice, then the Fair Market Rent shall be determined by arbitration in
the City of New York, as set forth in this Section
9.02(d).  Tenant shall initiate the arbitration process by
giving notice to that effect to Landlord within 20 days after the giving of
Tenant’s Notice, which notice shall include the name and address of Tenant’s
designated arbitrator.  If Tenant fails to give such notice within
such 20 day period, then Tenant shall be deemed to have accepted Landlord’s
Initial Determination.  Within 30 days after the designation of
Tenant’s arbitrator, Landlord shall give notice to Tenant of the name and
address of Landlord’s designated arbitrator.  If Landlord shall fail
timely to appoint an arbitrator, then Tenant may request the AAA to appoint an
arbitrator on Landlord’s behalf.  Such two arbitrators shall have 30
days to appoint a third arbitrator who shall be impartial.  If such
arbitrators fail to do so, then either Landlord or Tenant may request the AAA to
appoint an arbitrator who shall be impartial within 30 days after such request
and both parties shall be bound by any appointment so made within such 30 day
period.  If no such third arbitrator shall have been appointed within
such 30 day period, either Landlord or Tenant may apply to the Supreme Court,
New York County to make such appointment.  The third arbitrator only
shall subscribe and swear to an oath fairly and impartially to determine such
dispute.

         

        (ii)           Within
7 days after the appointment of the third arbitrator, the three arbitrators will
meet (the “Initial
Meeting”) and set a hearing date for the arbitration.  The
hearing shall not exceed two days and shall be scheduled to be held within 60
days after the meeting of the three arbitrators.  At the Initial
Meeting, Landlord and Tenant may each submit a revised Fair Market Rent
determination (each, a “Final
Determination”); provided, that
Landlord’s Final Determination may not be greater than Landlord’s Initial
Determination, and Tenant’s Final Determination may not be lower than Tenant’s
Initial Determination.  If either party shall fail so to submit a
Final Determination, then Landlord’s Initial Determination or Tenant’s Initial
Determination, as applicable, shall constitute such party’s Final
Determination.

         

        (iii)           There
shall be no discovery in the arbitration.  However, on reasonable
notice to the other party, Tenant may inspect any portion of the Building
relevant to its claims, and Landlord may inspect any portion of the space
occupied by Tenant on the floors in issue.  Thirty days prior to the
scheduled hearing, the parties shall exchange opening written expert reports and
opening written pre-hearing statements.  Opening written pre-hearing
statements shall not exceed 20 pages in length.  Two weeks prior to
the hearing, the parties may exchange rebuttal written expert reports and
rebuttal written pre-hearing statements.  Rebuttal written pre-hearing
statements shall not exceed 10 pages in length.  Ten days prior to the
hearing, the parties shall exchange written witness lists, including a brief
statement as to the subject matter to be covered in the witnesses’
testimony.  One week prior to the hearing, the parties shall exchange
all documents which they intend to offer at the hearing.  Other than
rebuttal witnesses, only the witnesses listed on the witness lists shall be
allowed to testify at the hearings.  Closing arguments shall be heard
immediately following conclusion of all testimony.  The proceedings
shall be recorded by stenographic means.  Each party may present live
witnesses and offer exhibits, and all witnesses shall be subject to
cross-examination.  The arbitrators shall conduct the two day hearing
so as to provide each party with sufficient time to present its case, both on
direct and on rebuttal, and permit each party appropriate time for cross
examination; provided, that the
arbitrators shall not extend the hearing beyond two days.  Each party
may, during its direct case, present evidence in support of its position and in
opposition to the position of the opposing party.

         

        


        
          
            
               


            

            
              -53-

              
                

              

            

            
               


            

          

        

        


        (iv)           The
third arbitrator shall make a determination of the Fair Market Rent by selecting
either the amount set forth in Landlord’s Final Determination or the amount set
forth in Tenant’s Final Determination, whichever the third arbitrator determines
is closest to Fair Market Rent for the Premises.  The third arbitrator
may not select any other amount as the Fair Market Rent.  The fees and
expenses of any arbitration pursuant to this Section 9.02(d) shall
be borne by the parties equally, but each party shall bear the expense of its
own arbitrator, attorneys and experts and the additional expenses of presenting
its own proof.  The arbitrators shall not have the power to add to,
modify or change any of the provisions of this Lease.  Each arbitrator
shall have at least 15 years of experience in leasing and/or valuation of
properties which are similar in character to the Building.  After a
determination has been made of the Fair Market Rent, the parties shall execute
and deliver an instrument setting forth the Fail-Market Rent, but the failure to
so execute and deliver any such instrument shall not effect the determination of
Fair Market Rent.

         

        (e)           If
Tenant disputes Landlord’s Initial Determination and if the final determination
of Fair Market Rent shall not be made on or before the first day of the Renewal
Term, then, pending such final determination, Tenant shall pay, as Fixed Rent
for the Renewal Term, an amount equal to Landlord’s Final
Determination.  If, based upon the final determination of the Fair
Market Rent, the Fixed Rent payments made by Tenant for such portion of the
Renewal Term were greater than the Fair Market Rent payable for the Renewal
Term, Landlord shall credit the amount of such excess against future
installments of Fixed Rent and/or Additional Charges payable by
Tenant.

         

        [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

         

        


        


        
          
            
               


            

            
              -54-

              
                

              

            

            
               


            

          

        

        


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

         

        
          	
                  Landlord:

                	
                  HIRO
      REAL ESTATE CO.

                
	 	 
	
                  By:

                	
                  Hiro
      Enterprise, U.S.A., Inc., 

                  its
      partner

                
	 	 	 
	 
      	
                  By:

                	
                  /s/
      Karl Ruping

                
	 
      	 
      	
                  Karl
      Ruping

                
	 
      	 
      	
                  Authorized
      Signatory

                
	 	 
	
                  Tenant:

                	
                  INTRALINKS,
      INC.

                
	 	 	 
	 
      	
                  By:

                	
                  /s/
      Gary Hirsch

                
	 
      	 
      	
                  Name:
      Gary Hirsch

                
	 
      	 
      	
                  Title:
      SVP

                
	 	 
	
                  Tenant’s
      Federal Tax I.D. No.:

                	
                  13-3899047

                


        

        


        


        With
respect only to Section 6.01(e) hereof:

         

        HIRO REAL
ESTATE, L.L.C.,

         

        
          	
                  By:

                	
                  Hiro
      Real Estate Co.,

                


        

        
          	
                   
      

                	
                  its
      managing member

                


        

         

        
          	
                   
      

                	
                  By:

                	
                  Hiro
      Enterprise, U.S.A., Inc.

                


        

        
          	
                   
      

                	
                  its
      general partner

                


        

         

        
          	
                   
      

                	
                  By:

                	
                  /s/ Karl
      Ruping                                                                           

                


        

        Karl
Ruping

        Authorized
Signatory

         

      

       

      [Signature page to Lease]

        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        


        EXHIBIT
A

         

        DESCRIPTION OF
LAND

         

        All that
certain plot, piece or parcel of land, situate, lying and being in the Borough
of Manhattan, City, County and State of New York, bounded and described as
follows:

         

        BEGINNING
at the corner formed by the intersection of the northerly side of East 41st
Street and the easterly side of Lexington Avenue; running thence northerly along
the easterly side of Lexington Avenue, 197 feet 6 inches to the comer formed by
the intersection of the easterly side of Lexington Avenue and the southerly side
of East 42nd Street; running thence easterly along the southerly side of East
42nd Street, 420 feet to the comer formed by the intersection of the southerly
side of East 42nd Street and the westerly side of Third Avenue; running thence
southerly along the westerly side of Third Avenue 197 feet 6 inches to the comer
formed by the intersection of the westerly side of Third Avenue and the
northerly side of East 41st Street and thence westerly along the northerly side
of East 41st Street, 420 feet to the comer formed by the intersection of the
northerly side of East 41st Street and the easterly side of Lexington Avenue at
the point or place of beginning.

         

        


        
          
            
               


            

            
              A-1

              
                

              

            

            
               


            

          

        

        


        EXHIBIT
B


         

        FLOOR
PLAN

         

        


        
          
            
               


            

            
              B-1

              
                

              

            

            
               


            

          

        

        


        

        


        
          
            
               


            

            
              B-2

              
                

              

            

            
               


            

          

        

        


        
          


        

        
          
            
               


            

            
              B-3

              
                

              

            

            
               


            

          

        

        


        EXHIBIT
C


         

        TENANT
MANUAL

         

        


        
          
            
               


            

            
              C-1

              
                

              

            

            
               


            

          

        

        


        2009

         

        TENANT
INFORMATION MANUAL

         

        150
EAST 42ND STREET

         

        


        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        


        FOREWORD

         

        Hiro Real
Estate Co welcomes you to 150 East 42nd Street,

         

        This
Manual is designed as a quick reference to 150 East 42nd Street’s policies and
services.

         

        The
information contained in this manual is intended for the convenience of our
tenants, but the specific rights and obligations of each tenant are expressly
set forth in your individual Lease.  As such, please consult your
Lease Agreement.  In the event of any conflict between the provision
of your Lease and the information contained in this Manual, the provisions of
your Lease Agreement will control.  This Manual contains important
phone numbers, addresses and brief outlines of the subjects most likely of
concern to you during your tenancy.

         

        This
Manual also outlines safety systems, actions that will be taken by the Building
staff and your own responsibilities during an emergency.  Please take
a few minutes to familiarize yourself with its content and layout.

         

        We want
your working day at 150 East 42nd Street to be pleasant, productive and
safe.  If you have any suggestions on how we can serve you better,
please let us know.

         

        


        
          
            
               


            

            
              2

              
                

              

            

            
               


            

          

        

        


        TABLE OF
CONTENTS

         

        
          	
                  INTRODUCTION

                	
                  4

                
	 	 
	
                  TELEPHONE
      NUMBERS AND EMAIL ADDRESSES

                	
                  5

                
	 	 
	
                  SUMMARY
      OF BUILDING INFORMATION

                	
                  6

                
	 	 
	
                  BUILDING
      SYSTEMS

                	
                  7-10

                
	 	 
	
                  BUILDING
      STAFF

                	
                  11

                
	 	 
	
                  BUILDING
      HOLIDAY SCHEDULE

                	
                  12

                
	 	 
	
                  BUILDING
      PROCEDURES

                	
                  13-20

                
	
                  Janitorial/Lighting
      and Maintenance Services

                	
                  13

                
	
                  Recycling

                	
                  13-14

                
	
                  Security
      Procedures/Access to Building

                	
                  14-17

                
	
                  Service
      Elevator Operation

                	
                  18

                
	
                  Move-In/Move-Out
      Procedures

                	
                  18

                
	
                  Deliveries

                	
                  18

                
	
                  Tenant
      Charges

                	
                  19

                
	
                  Service
      Areas

                	
                  20

                
	
                  Glass
      Breakage

                	
                  20

                
	
                  Smoke-Free
      Environment

                	
                  20

                
	
                  Stairs

                	
                  20

                
	 	 
	
                  AMERICANS
      WITH DISABILITIES ACT

                	
                  21

                
	 	 
	
                  EMERGENCY
      PROCEDURES

                	
                  22-34

                
	 	 
	
                  BUILDING
      RULES AND REGULATIONS

                	
                  35-41

                
	 	 
	
                        
                    NEW
      CONSTRUCTION AND TENANT ALTERATION
      GUIDELINES

                  

                	
                  42-49

                
	 	 
	
                  CONSTRUCTION/ALTERATION
      RULES

                	
                  50-53

                
	 	 
	
                  MINIMUM
      CONSTRUCTION STANDARDS

                	
                  54-61

                
	 	 
	
                  BUILDING
      PERSONNEL

                	
                  62

                


        

        


        
          
            
               


            

            
              3

              
                

              

            

            
               


            

          

        

        


        INTRODUCTION

         

        150 East
42nd Street (the “Building”) is a forty-two (42) story, 1.6 million square foot
first class, modem office Building and retail complex, originally constructed as
Mobil Corporation’s worldwide headquarters.

         

        Clad in
distinctive decorative stainless steel panels, the lower 4 stories of the
Building are accented with blueglass panels.  The 150 East 42nd Street
and 375 Lexington Avenue entrances to the main lobby are each distinguished by
an “eyebrow” arch of stainless steel.

         

        Several
different size floor plans provide maximum flexibility in office layout and use
of Building Systems.  Each floor plan permits adaptation to
accommodate either full floor or multiple tenant occupancy.

         

        The
excellent tenant facilities are complemented by an array of the following retail
services: Ann Taylor Loft, Barami, CVS/pharmacy, Delmonico Gourmet Food, Foot
Locker, Sinigual Restaurant and Starbucks.

         

        The two
pedestrian entrances to the property are located on 42nd Street and Lexington
Avenue.  A full-sized loading dock with four bays is located on 41st
Street, and is used for deliveries and messenger service.

         

        Located
directly across from Grand Central Station, 150 East 42nd Street is well served
by many forms of public transportation, all within a short walking distance from
the Building.  This location also provides convenient access to the
metropolitan airports in the tri-state area.  Subway access for the
#4, 5, 6 and 7 lines are conveniently located within one block of the
Building.  In addition, a multitude of restaurants and other
commercial establishments to fill every need are located steps away from the
Building.

         

        


        
          
            
               


            

            
              4

              
                

              

            

            
               


            

          

        

        


        TELEPHONE NUMBERS AND EMAIL
ADDRESSES

         

        CB
Richard Ellis, Inc.

        
          	
                  Lobby
      Desk

                	
                  212-286-0220

                
	
                  Building
      Management Office

                	
                  212-843-4037

                
	
                  Facsimile

                	
                  212-682-0219

                
	
                  Loading
      Dock (8am - 6pm M-F)

                	
                  212-370-0474

                
	
                  Senior
      Real Estate Manager

                	
                  walter.maher@cbre.com

                
	
                  Assistant
      Real Estate Manager

                	
                  To
      Be Announced

                
	
                  Real
      Estate Services Assistant

                	
                  dawn.moore@cbre.com

                
	
                  Real
      Estate Services Assistant

                	
                  janet.winter@cbre.com

                
	
                  Chief
      Engineer

                	
                  michael.eggers@cbre.com

                


        

         

        Police
Department

        
          	
                  Emergency

                	
                  911

                
	
                  17th
      Precinct

                	
                  212-826-3211
      or 212 826-3228

                


        

        167 East
51st
Street (Between Lexington and 3rd
Avenue)

        New York,
New York 10017

         

        Fire
Department

        
          	
                  Emergency

                	
                  911 or
      212-999-2222

                
	
                  Non-Emergency

                	
                  718-999-2000

                


        

         

        Medical

        
          	
                  Emergency

                	
                  911

                
	
                  New
      York University Hospital

                	
                  212-263-7300

                
	
                  540
      First Avenue (On 32nd
      Street)

                	 
      
	
                  New
      York, New York  10016

                	 
      
	
                  Poison
      Control

                	
                  212-340-4494

                


        

        In a
Police, Fire or Medical Emergency, call the appropriate number above, then
immediately alert the Lobby Desk at 212-286-0220.

         

        Utilities

        
          	
                  NYC
      Water & Sewer

                	
                  718-699-9811

                
	
                  Con
      Edison Gas, Steam & Electric

                	
                  212-683-8830

                


        

        Note:

        The
Building’s Managing Agent, CB Richard Ellis, Inc. must be supplied with key
representatives after-hour contact telephone numbers (ie: home, cellular and/or
pager).  It is occasionally necessary for Building Management to
inform tenant representatives about a situation which may affect a tenant’s
premises.

         

        


        
          
            
               


            

            
              5

              
                

              

            

            
               


            

          

        

        


        SUMMARY OF BUILDING
INFORMATION

         

        Hours of
Operation

         

        The
Building is open 24 hours a day, 365 days a year.  Normal Building
services are provided Monday through Friday, 8:00 a.m. - 6:00 p.m., excluding
Building Holidays.  Please refer to the Building Holiday schedule
located on page 12 for further information.

         

        Building
Addresses

         

        Building
Mailing Address:

        150 East
42nd Street, New York, NY 10017

        375
Lexington Avenue, New York, NY 10017

         

        Deliveries:

        Loading
Dock - 133 East 41st Street

        8:00 a.m.
- 5:00 p.m. Monday through Friday

         

        Building
Management Office:

        9:00 a.m.
- 5:00 p.m. Monday through Friday

         

        Mail
Service

         

        US Post
Office:

        Grand
Central Station

        450
Lexington Avenue

        New York,
NY  10017

        212-330-5768

         

        DHL
Express:

        1-800-225-5345

         

        Federal
Express:

        1-800-238-5355

         

        United
Parcel Service (UPS):

        1-800-742-5877

         

        


        
          
            
               


            

            
              6

              
                

              

            

            
               


            

          

        

        


        BUILDING
SYSTEMS

         

        The
following is a general description of the Building’s main mechanical
systems.

         

        HEATING,
VENTILATION AND AIR CONDITIONING

         

        Heating,
ventilation and air conditioning are provided by the Building during normal
business hours (8:00 a.m. to 6:00 p.m., Monday through Friday, excluding
Building Holidays).  The blinds should be used to aid in climate
control at the property; i.e. blinds should be in the closed position during
sunny days and over weekends or during extended absences from the
Building.  Should you experience any problems with climate comfort,
please do not hesitate to call the Building Management Office at 212-370-0928 so
that appropriate adjustments can be made.

         

        The
heating, ventilation and air conditioning systems provide the tenant with a
means to enjoy the maximum level of environmental comfort throughout the
year:

         

        1)           Perimeter
Heating and Cooling:

         

        Floor 42:
Hot water fin tube convector piping is mounted along the perimeter wall of your
space directly below the windows and is enclosed in a metal cover with louvers
cut out along the top to allow for sufficient heat rise.  This heat is
controlled by an exterior sensor connected to the building management system
which automatically raises the water temperature in the heating unit as the
outside temperature drops.  When the outside temperature increases,
the hot water temperature will decrease.

         

        Floors 2
through 41: Induction units are located beneath each of the perimeter window
units within your space.  These units provide a mixture of air
supplied by a central fan that mixes with the air from within your
space.  To maximize the effectiveness of these units, a front
clearance of at least twenty-four inches is required.  In the winter
mode of operation, the temperature of the water serving these units is
controlled by the Building’s building management system which will adjust the
temperature of the supply water in relation to the outside air
temperature.  During the summer mode of operation, the chilled water
being supplied from the central HVAC plant regulates the temperature of the
water serving these units.

         

        2)           Interior
HVAC - Floors 2 through 42:

         

        Heating,
Ventilation and Air Conditioning services are distributed by multiple air
handlers located within various mechanical equipment rooms.  Chilled
water for cooling is provided through a central HVAC plant.  Four
chillers, powered by steam or electric, provide a total capacity in excess of
4,500 tons, Heating is generated through steam supplied to the Building by Con
Edison.

         

        


        
          
            
               


            

            
              7

              
                

              

            

            
               


            

          

        

        


        BUILDING SYSTEMS
(CONT’D.)

         

        PLUMBING
SYSTEMS

         

        Domestic
cold water is supplied to the Building through four metered
services.  This provides water to operate the Building’s sprinkler and
fire protection equipment, as well as to provide drinking water and water for
general lavatory/pantry purposes.  Hot water is supplied to core
lavatories through a central hot water system.

         

        BUILDING
MANAGEMENT SYSTEM

         

        The
Building is equipped with a state of the art Direct Digital Control Building
System.  The system monitors and controls all base Building equipment
and its primary function is to monitor and maintain a comfortable space
temperature throughout the Building.  This provides for a consistent
climate control that enhances the overall working environment.

         

        ELECTRICAL
SYSTEMS

         

        The
Building has two (2) risers capable of delivering 4,000 amps each and two (2)
risers capable of delivering 2,000 amps each that operate at 265/440
volts/three-phase for lighting and tenant power.  Each floor is served
by two (2) electrical closets.  Tenant electrical usage will be
measured by electric meters and paid directly to Con Edison.

         

        VERTICAL
TRANSPORTATION

         

        Vertical
transportation is provided to the Building through thirty-two passenger
elevators and three service elevators.

         

        Listed
below is pertinent information about the Building’s vertical transportation
system.

         

        Bank “A”:
Passenger Elevators (PE-16, PE-17, PE-18, PE-19 and PE-20)

        a)           Capacity:
4,000 lbs.

        b)           Floors
Served:  G, M, 5 through 7 (Note: PE-18 also services the
concourse and sub-basement levels)

        c)           Rated
Speed: 600 fpm

        d)           Clear
Door Opening: 48” W x 84” H

        e)           Net
Inside Cab Area:   89” W x 66” D

        f)           Floor
to Ceiling Measurement: 89” to dome

         

        Bank “B”:
Passenger Elevators (PE-5, PE-6 and PE-7)

        a)           Capacity:
4,000 lbs.

        b)           Floors
Served: G, M, 2 through 4

        c)           Rated
Speed: 500 fpm

        d)           Clear
Door Opening: 48” W x 84” II

        e)           Net
Inside Cab Area:   89” W x 66” D

        f)           Floor
to Ceiling Measurement: 89” to dome

         

        


        
          
            
               


            

            
              8

              
                

              

            

            
               


            

          

        

        


        BUILDING SYSTEMS
(CONT’D.)

         

        Bank “C”:
Passenger Elevators (PE-21, PE-22, PE-23, PE-24, PE-25, PE-26, PE-27 and
PE-28)

        a)           Capacity:
4,000 lbs.

        b)           Floors
Served: G, 11 through 23 and 25

        c)           Rated
Speed:  1,000 fpm

        d)           Clear
Door Opening: 48” W x 84” H

        e)           Net
Inside Cab Area:   89” W x 66” D

        f)           Floor
to Ceiling Measurement: 89” to dome

         

        Bank “D”:
Passenger Elevators (PE-29, PE-30, PE-31, PE-32, PE-33, PE-34, PE-35 and
PE-36)

        a)           Capacity:
4,000 lbs.

        b)           Floors
Served: G, 24 through 42 e) Rated Speed:  1,200 fpm

        d)           Clear
Door Opening: 48” W x 84” H

        e)           Net
Inside Cab Area:   89” W x 66” D

        f)           Floor
to Ceiling Measurement: 89” to dome

         

        Bank “E”:
Passenger Elevators (PE-8, PE-9, and PE-10)

        a)           Capacity:
3,500 lbs.

        b)           Floors
Served: G, 2 through 4

        c)           Rated
Speed: 500 fpm

        d)           Clear
Door Opening: 48” W x 84” H

        e)           Net
Inside Cab Area:   89” W x 66” D

        f)           Floor
to Ceiling Measurement: 89” to dome

         

        Bank “F”:
Passenger Elevators (PE-11, PE-12, PE-13, PE-14, and PE-15)

        a)           Capacity:
3,500 lbs.

        b)           Floors
Served: G, 6 through 10

        c)           Rated
Speed: 600 fpm

        d)           Clear
Door Opening: 48” W x 84” II

        e)           Net
Inside Cab Area:   89” W x 66” D

        f)           Floor
to Ceiling Measurement: 89” to dome

         

        Bank “S”:
Service Elevators (SE-2, SE-3)

        a)           Capacity:
3,500 lbs.

        b)           Floors
Served:

        SE-2: SC
through 28

        SE-3: SC
through 43

        c)           Rated
Speed: 800 fpm

        d)           Clear
Door Opening: 52” W x 84” H

        e)           Net
Inside Cab Area: 81”Wx68”D

        f)           Floor
to Ceiling Measurement: 90” to dome

         

        


        
          
            
               


            

            
              9

              
                

              

            

            
               


            

          

        

        


        BUILDING SYSTEMS
(CONT’D.)

         

        Bank “S”:
Service Elevator (SE-4)

        a)           Capacity:
7,000 lbs.

        b)           Floors
Served: SC through 43

        c)           Rated
Speed: 500 fpm

        d)           Clear
Door Opening (SC, G): 90” W x 120” H

        e)           Clear
Door Opening (C, 2 through 43): 90” W x 84” H

        f)           Net
Inside Cab Area: 90” W x 80” D

        g)           Floor
to Ceiling Measurement:  128” to dome

         

        Passenger
and service elevators are regularly inspected and professionally maintained by a
specialized maintenance firm.  Should the elevator stop while you are
in it, be assured that you are safe.  Use the emergency button to
summon help, then communicate via the emergency intercom.

         

        Elevator
equipment and performance are constantly monitored.  Should you at any
time experience any irregularity or difficulty with elevator service, please
note the elevator car number and report it immediately to the Building
Management Office or Lobby Desk.

         

        If normal
electrical service to the building is interrupted, the elevator lights at the
front of the elevator car panel will blink and the elevators will stop
temporarily.  They will then automatically return to the main lobby
level one at a time and the doors will open.

         

        The
closed circuit television cameras installed in each elevator are monitored by
Building Security personnel and are recorded at all times.  In
addition to being monitored, the elevator system is equipped with lock-out
features that enables the Building personnel to secure each elevator car on a
floor-by-floor basis after hours.

         

        


        
          
            
               


            

            
              10

              
                

              

            

            
               


            

          

        

        


        BUILDING
STAFF

         

        The
Owners of 150 East 42nd Street have retained the services of CB Richard Ellis,
Inc., (the “Managing Agent”) to provide property management services to the
Building.

         

        The
Building staff can be broken down into three categories, which are described as
follows:

         

        Building Management Office
Staff: The Building Management Office located on the Mezzanine level
houses the Senior Real Estate Manager, the assistant Real Estate Manager and
Administrative Staff.  Refer to Page 62 for listing of
names.  This staff was selected for their accumulated years of
experience in the industry, and their competence and training are constantly
called upon to keep the Building operating in an efficient and effective manner
as unobtrusively as possible.

         

        Building Engineering Staff:
The engineering team, all of whom have worked at the Building for several years,
assists the Building Management Office staff in the operation and maintenance of
the property and its many sophisticated Building systems.  The staff
consists of a Chief Engineer, an Assistant Chief Engineer, seven Engineers, one
Helper and one Handyman.  Refer to Page 62 for listing of
names.  The Building engineers are easily recognized by their uniform
(white shirts and gray pants).

         

        


        
          
            
               


            

            
              11

              
                

              

            

            
               


            

          

        

        


        BUILDING HOLIDAY
SCHEDULE

         

        
          	
                  HOLIDAY

                	
                  DATE OF
      OBSERVANCE

                
	 	 
	
                  New
      Year’s Day

                	
                  January
      1

                
	
                  Martin
      Luther King Jr. Day

                	
                  January
      19

                
	
                  President’s
      Day

                	
                  February
      16

                
	
                  Memorial
      Day

                	
                  May
      25

                
	
                  Independence
      Day

                	
                  July
      3

                
	
                  Labor
      Day

                	
                  September
      7

                
	
                  Thanksgiving
      Day

                	
                  November
      26

                
	
                  Christmas
      Day

                	
                  December
      25

                


        

        


        Building
services will be limited on the Holidays listed above.  Arrangements
can be made, at an extra charge, through the Building Management Office for
services your firm may require on these Holidays.  The Building
Management Office will be closed on all Building Holidays.

         

        


        
          
            
               


            

            
              12

              
                

              

            

            
               


            

          

        

        


        BUILDING
PROCEDURES

         

        JANITORIAL/LIGHTING
AND MAINTENANCE SERVICES

         

        The
services of an outside third-party cleaning contractor have been retained to
provide a comprehensive scope of janitorial services to the
Building.  The Building’s tenant and public areas are maintained on a
daily basis (Monday - Friday excluding Building Holidays) by the cleaning
contractor.  This staff includes day porters who maintain common areas
of the Building throughout the day and a night staff who cleans tenanted and
common areas.  They may be identified by their company’s
uniform.

         

        Base
Building tenant cleaning services include vacuuming, dusting, window cleaning
(perimeter only), etc.  Should you wish to supplement base Building
services with additional services such as cleaning of pantry areas, cleaning of
interior glass partitions, etc.  this can be arranged directly with
the Building’s cleaning contractor.  The contact name and phone number
for the cleaning contractor can be obtained by calling the Building Management
Office at 212-370-0928.

         

        Lighting
fixtures in public Building areas are maintained and cleaned periodically by our
cleaning contractor.  In order to assure that the quality and color of
light remain consistent, as well as to provide for the safety of our tenants,
only our cleaning contractor should change lighting elements.  If
bulbs or elements in these areas need replacement or other attention, contact
the Building Management Office at 212-370-0928.  A lighting
maintenance contract for fixtures/bulb replacement within tenant areas may be
arranged directly with the Building’s cleaning contractor.

         

        Please
direct any daily concerns or complaints regarding janitorial/lighting
maintenance services to the Building Management Office at
212-370-0928.  We also request that all tenants complete and return
our monthly Tenant Services Report so that we can effectively monitor cleaning
and other services being provided to you.  Your input on how the
Building and your premises is being maintained and any other pertinent issues
you may have, is important to us in keeping your working environment pleasant,
safe and clean.  The Tenant Services Report will be sent to you on the
15th of each month and should be returned to the Building Management Office by
the 25th day of the month.

         

        RECYCLING

         

        The
Building has established a compliant recycling system, which requires separating
white office paper, newspapers, magazines, catalogs, telephone books and
corrugated cardboard from other trash.

         

        This
program is a cooperative effort between tenants, cleaning contractor and
Building Management.  Tenants are required to provide and maintain a
wet trash container at one of several locations in each office for coffee cups
and other non-paper waste.  The balance of office waste shall be
disposed of in regular desk side trash containers as provided by the
tenant.  The containers are then collected nightly by cleaning
personnel for disposal.

         

        


        
          
            
               


            

            
              13

              
                

              

            

            
               


            

          

        

        


        BUILDING PROCEDURES
(CONT’D.)

         

        The
Building’s carting company will assist Building Management in implementing and
maintaining the recycling program.  The carting company’s
representatives are available to meet with you from time to time to answer any
questions tenants may have with regard to recycling, as well as to provide
orientation/assistance to new tenants in establishing a recycling
program.

         

        Because
the legal, practical and ethical considerations relating to recycling can change
over time, the Building reserves the right to change or modify the recycling
program at any time.

         

        SECURITY
PROCEDURES/ACCESS TO BUILDING

         

        The
services of an outside contractor provide security to the
Building.  Security personnel are attired in red blazers, white
shirts, tie and black pants.  Their function is to safeguard the
Building and its occupants.

         

        All
Building personnel have been trained and oriented to provide our tenants with
courteous, effective handling of their concerns.  Any of these
individuals would be happy to answer any questions you may have during the
course of your tenancy.

         

        Please be
aware of the following security procedures affecting access to the Building and
removal of equipment and/or packages from the Building:

         

        Removal
of Equipment/Packages

        Any
persons removing property from the Building must have an authorized Building
pass or letter of authorization on tenant letterhead for such item by an
authorized representative of the tenant.

         

        Access
to Building

        All
tenants and their employees must have an authorized Building Photo
Identification Access Card.  The issuance of new or replacement base
building Photo Identification Access cards takes place each Tuesday between the
hours of 2pm and 3:30pm.  As part of this process, an original
“Request for Building Photo Identification Access Card” form signed by an
authorized representative from your Company must be presented to the Building
Management Office.

         

        There are
two distinct periods of operation of the Building; “Business Hours” (7:00 a.m.
to 6:00 p.m., Monday through Friday except Building Holidays) and “After Hours”
(6:00 p.m. to 7:00 a.m., Monday through Friday, and 24 hours on Saturday, Sunday
and all Building Holidays).  The profile of access periods is as
follows:

         

        


        
          
            
               


            

            
              14

              
                

              

            

            
               


            

          

        

        


        BUILDING PROCEDURES
(CONT’D.)

         

        “Business
Hours”

        Those
employees in possession of a Building Photo Identification Access Card may
proceed directly to the turn stiles in the main lobby at the appropriate group
of passenger elevators.  Please refer to page  16 - “Main
Lobby Turn Stile Entry / Exit Guidelines” - for further
information.

         

        All
visitors and guests, Pfizer excluded, are requested to proceed to the main lobby
desk for assistance.  Each visitor and guest must present photo
identification to the main lobby desk personnel.  All Pfizer visitor
and guests are to proceed directly to Pfizer’s Visitor Center located in the
north east portion of the main lobby.  Prior to the issuance of a
visitor access card, approval from the tenant will be obtained by the main lobby
desk personnel.  For those visitors and or guests who are denied
access by a Tenant, an authorized representative of the Tenant must come to the
main lobby and inform the Visitor and or guest who is denied
access.  For security reasons, the main lobby desk personnel will not
inform an individual of denial nor will they permit the denial to take place
over the telephone.

         

        All
messengers and deliveries, including food deliveries, are to use the 41st St.
loading dock entrance.  All messengers and delivery personnel are
required to present photo identification.  At this location, they will
be stopped and permitted access into the building in the same manner as visitors
and guests.

         

        “After
Hours”

        All
persons entering the building during “After Hours” who are in possession of a
valid Building Photo Identification Access Card must first present the card to
one of the main lobby desk personnel who will:

        
          	
                   
      

                	
                  ♦

                	
                  Check
      the access card to ensure that the person presenting the card is the same
      person on the card.

                


        

        
          	
                   
      

                	
                  ♦

                	
                  Check
      the name of the card holder against the “Deactivated Access Card” summary”
      report maintained at the main lobby
desk.

                


        

         

        In the
event of a situation as a result of the above two steps, the main lobby desk
personnel will contact one of the authorized tenant representatives for further
direction and authorization.

         

        All
messengers, and deliveries will be announced and approved prior to being granted
access.

         

        


        
          
            
               


            

            
              15

              
                

              

            

            
               


            

          

        

        


        BUILDING PROCEDURES
(CONT’D.)

         

        Main
Lobby Turn Stile Entry / Exit Guidelines:

         

        Each main
lobby turnstile is two-way unit, meaning people can enter or exit through the
unit.

         

        Entering a turnstile as you
are proceeding towards an elevator or escalator:

        
          	
                   
      

                	
                  ♦

                	
                  Stand
      directly in front of the pedestal with the various guidance
      signs.

                


        

        
          	
                   
      

                	
                  ♦

                	
                  Ensure
      the yellow rectangular LED on the upper most reader located to the left of
      the “Base Building” sign is
illuminated.

                


        

        
          	
                   
      

                	
                  ♦

                	
                  Holders
      of the “150 East 42nd Street” access card, hold the access card near or
      against the rectangular LED.

                


        

        
          	
                   
      

                	
                  ♦

                	
                  Pfizer
      employees or Pfizer consultants with Pfizer access cards are to hold their
      access card near or against the lens located on the front portion of the
      turnstile pedestal.  Please note that the lens for this access
      card is located to the left of the “Pfizer”
  sign.

                


        

        
          	
                   
      

                	
                  ♦

                	
                  All
      personnel using a temporary non-photo pass are to hold their pass about
      four inches away from the lens located to the left of the “All Visitors”
      sign.  This distance will permit the barcode on the pass to be
      read.

                


        

         

        
          	
                	
                  =>
      

                	
                  A
      valid access card or temporary pass will result with a green arrow instead
      of the yellow LED and the barrier will open.  Proceed to enter
      the turnstile.  Note: The barrier will remain open for
      approximately three seconds.

                


        

         

        A few
don’ts:

        
          	
                   
      

                	
                  1.

                	
                  Don’t
      wave your access card or temporary pass in a “scanning motion” at any
      reader.

                


        

        
          	
                   
      

                	
                  2.

                	
                  Don’t
      place your access card or temporary pass near a reader lens until you
      first have a yellow LED.

                


        

        
          	
                   
      

                	
                  3.

                	
                  Don’t
      tailgate the person in front of
you.

                


        

        
          	
                   
      

                	
                  4.

                	
                  Don’t
      attempt to hold the barrier open for the person behind
  you.

                


        

         

        When
exiting:

        
          	
                   
      

                	
                  ♦

                	
                  Wait
      until you see the green arrow on the top LED display located on the exit
      side of the pedestal located to the right of the lane you wish to exit
      through.

                


        

         

        Concerns?

        
          	
                   
      

                	
                  ♦

                	
                  Stop
      by the main lobby desk and one of our staff will assist
    you.

                


        

        
          	
                   
      

                	
                  ♦

                	
                  Contact
      one of the following Building Office
personnel:

                


        

        Real
Estate Services Assistant Dawn Moore at dawn.moore@cbre.com

        Real
Estate Services Assistant Janet Winter at janet.winter@cbre.com

        Assistant
Real Estate Manager at (email address to be announce)

        Senior
Real Estate Manager Walter J. Maher at walter.maher@cbre.com

         

        


        
          
            
               


            

            
              16

              
                

              

            

            
               


            

          

        

        


        BUILDING PROCEDURES
(CONT’D.)

         

        Bulk
Deliveries

        Bulk
deliveries are defined as those deliveries requiring more than one trip in the
service elevator and/or the use of hand trucks and/or dollies.  The
opening of an elevator hatch to accommodate any delivery/removal, even for one
trip, is defined as a bulk delivery.  All bulk deliveries are to take
place before 8:00 a.m. or after 6:00 p.m. Monday through Friday (excluding
Building Holidays) or at any time on Saturdays and/or Sundays.  The
Tenant requesting this additional service shall be charged
accordingly.

         

        All bulk
deliveries are to be scheduled in advance with the Building Management
Office.

         

        Contractors

        All
contractors who have been hired to work in the Building must schedule all work
with the Building Management Office via the tenant for whom the work is being
performed.  Prior to beginning work, an original certificate of
insurance, including but not limited to the inclusion of all additional insured
information must be on file with the Building Management Office.  A
detailed work schedule and a list of all workers must be submitted in advance to
the Building Management Office.  Once granted permission to work in
the Building, the contractor may only gain access through the 41st Street
loading dock entrance.  Contractors will be required to sign in and
out every day.  All contractors will be given a daily work badge when
signing in which must be surrendered upon exiting the Building.  The
badge must be visible at all times.  At no time are contractors
permitted to enter or exit through the main lobby.  All contractors
and vendors may only use the service elevators.

         

        Messengers
and Deliveries

        During
after hours, all messengers and food deliveries are to be directed to the main
lobby where the lobby attendant will call the appropriate tenant for
authorization to allow access.  If no one is present in the tenant’s
office to give verbal authorization, the individual will be denied
access.  Under no circumstances will any package(s) be held in the
lobby.

         

        


        
          
            
               


            

            
              17

              
                

              

            

            
               


            

          

        

        


        BUILDING PROCEDURES
(CONT’D.)

         

        SERVICE
ELEVATOR OPERATION

         

        The
service elevators are operated from 8:00 a.m. until 5:00 p.m. Monday through
Friday, excluding Building Holidays, To schedule after hour or extended use of
the service elevator, contact the Building Management Office a minimum of three
(3) business days in advance.  After hour deliveries and extensive
freight movements must be scheduled in advance.

         

        MOVE-IN,
MOVE-OUT PROCEDURES

         

        Prior to
any move-in or move-out of furniture, equipment and/or supplies, arrangements
must be made with the Building Management Office as follows:

         

        
          	
                  1.

                	
                  Arrangements
      must be made with the Building Management Office for use of the service
      elevator for all such moves.  A service elevator operator and an
      engineer must be on duty during moves and payment for service elevator
      must be received in advance of a move out.  In addition, a
      security officer is required to be on duty when the loading dock is
      utilized.  Tenants will be charged for cost of providing a
      service elevator operator, engineer, and security officer in accordance
      with the Tenant Charges Section on the next
  page.

                


        

         

        
          	
                  2.

                	
                  To
      minimize inconvenience to the Building tenants, moves can only be
      scheduled before 8:00 a.m. or after 6:00 p.m., Monday through Friday, or
      at any time on Saturdays and/or
Sundays.

                


        

         

        DELIVERIES

         

        Passenger
elevators were designed solely for transporting Building tenants and their
guests to and from their offices.  For this reason, all deliveries are
restricted to the loading dock, service elevator and other service facilities of
the Building.

         

        Specifically,
Building regulations prohibit passenger elevators from being used for any
deliveries and inter-floor activities which require the use of hand-trucks or
two or four wheeled carts such as mail carts, as well as movement of bulky
objects regardless of how they are carried.  In addition, construction
personnel are required to use the service elevator for all inter-floor freight
movement as a means of controlling dust and debris.

         

        


        
          
            
               


            

            
              18

              
                

              

            

            
               


            

          

        

        


        BUILDING PROCEDURES
(CONT’D.)

         

        TENANT
CHARGES

         

        The
Building staff is available to provide extra services to tenants when
requested.  The following is a list of charges (which may be updated
periodically) to a tenant for completing additional requested service (please
consult your Lease for further information on this subject):

         

        
          	
                  HEATING/COOLING
      SERVICES:

                	
                  Overtime
      HVAC $318.00/hour

                
	 	 
	
                  FREIGHT/PORTER
      SERVICES:

                	
                  $53.00/labor/hour

                
	 	 
	
                  SECURITY
      SERVICES:

                	
                  $35.00/labor/hour

                
	 	 
	
                  ENGINEER
      SERVICES:

                	
                  $88.00/labor/hour

                
	 	 
	
                  ELEVATOR
      MECHANIC:

                	
                  $218.00/labor/hour

                  1.
      Elevator hatch openings require a minimum of two (2) elevator mechanics
      plus standard freight operation personnel (freight operator, security
      officer and Engineer).

                
	 	 
	
                  SUPPLEMENTAL
      CONDENSER WATER:

                	
                  $500.00/ton/year

                
	 	 
	
                  TRASH
      CONTAINERS (BULK DEBRIS):

                	
                  $20.00/container

                
	 	 
	
                  LOST
      OR REPLACEMENT ID CARDS:

                	
                  $10.00/each

                
	 	 
	
                  LOST
      KEYS:

                	
                  $10.00/each

                


        

        


        Notes:

        
          	
                  1.

                	
                  Minimum
      Porter and Engineering charge during normal hours shall be one-half
      hour.

                


        

        
          	
                  2.

                	
                  All
      charges before 8:00 a.m. and/or after 6:00 p.m. Monday through Friday
      excluding Building Holidays shall be by the
  hour.

                


        

        
          	
                  3.

                	
                  All
      weekend services provided shall be charged at a minimum of four (4)
      hours.

                


        

        
          	
                  4.

                	
                  A
      minimum of eight (8) hours shall be charged for any service provided on a
      Building Holiday.  Rates for Building Holiday service shall be
      at the above listed rates plus twenty-five
  percent.

                


        

        
          	
                  5.

                	
                  Minimum
      freight service before 8:00 a.m. and/or after 6:00 p.m.  Monday
      through Friday excluding Building Holidays shall be one (1)
      hour.

                


        

        
          	
                  6.

                	
                  A
      minimum Security Service of four (4) hours per security officer will be
      charged for times a member of security is required to standby in another
      Tenant’s space.

                


        

         

        


        
          
            
               


            

            
              19

              
                

              

            

            
               


            

          

        

        


        BUILDING PROCEDURES
(CONT’D.)

         

        SERVICE
AREAS

         

        Telephone,
communications, electric and service sink closets have been located in the core
area of each floor to minimize interference with your use of office
areas.  They are considered an integral part of the Building’s
mechanical systems and are not to be used for storage or any purpose other then
their designed use.  Personnel requiring access for repair or
installation work must apply to the Building Management Office.  Major
installations, especially those involving a telephone contractor who has not
previously performed work in the Building, should be coordinated with the
Building Management Office in advance.  In all cases, Certificates of
Insurance are required of the contractor engaged in such repair or maintenance
work.

         

        GLASS
BREAKAGE

         

        If a
panel of glass breaks or is cracked, please advise the Lobby Desk at
212-286-0220 immediately.  Building staff will clean the area and rope
it off if the breakage presents a danger to people on the floor, such as in the
case of an exterior opening.  If the glass cannot be replaced
immediately by a glazier, the Building staff will board up the window with
plywood panels.

         

        SMOKE-FREE
ENVIRONMENT

         

        The New
York City Smoke-Free Act of 2002 prohibits smoking in places of employment
throughout New York City.  A copy of this Act can be obtained from
Building Management upon request.

         

        All
entrances to the Property have been designated as a smoke-free area as a
courtesy to those Guests and Visitors entering/exiting the
Property.

         

        STAIRS

         

        Stairwells
are for emergency use only and are not intended to accommodate daily travel
between floors.  As a security measure, re-entry onto a floor via the
stairwell can not take place under normal circumstances.  Re-entry
floors in the event of a fire alarm are available every four floors and are
clearly identified via the signage posted within each stair.  Upon
receipt of a fire alarm, the doors located on the re-entry floors will
automatically unlock.

         

        All
stairs, excluding tenant interior stairs exit the Property at Street
Level.

         

        Please do
not hold stairwell doors open.  Doing so upsets the balance of the air
control and defeats the purpose of the security and fire protection
systems.

         

        


        
          
            
               


            

            
              20

              
                

              

            

            
               


            

          

        

        


        AMERICANS WITH DISABILITIES
ACT

         

        The
Americans with Disabilities Act (“ADA”) is a civil rights enacted law which
states that no individual shall be discriminated against on the basis of
disability in the full and equal enjoyment of goods, services, facilities,
privileges, advantages or accommodations of any place of public accommodation by
any private entity who owns, leases (or leases to), or operates a place of
public accommodation.  Title III of the Law mandates that public
accommodations shall remove architectural barriers in existing facilities which
are structural in nature, where such removal is readily achievable and easily
accomplished without unreasonable difficulty or expense.  Because this
is a civil rights law and not a building code, it will be enforced by court
action, not by the Building Department.

         

        150 East
42nd Street has developed a plan identifying barriers to disabled access, and
the proposed method of barrier removal and an implementation
plan.  All Building staff have been trained and an assistance
sensitivity program has been instituted.  Please notify the Building
Management Office if a disabled person is employed by your company.

         

        


        
          
            
               


            

            
              21

              
                

              

            

            
               


            

          

        

        


        EMERGENCY
PROCEDURES

         

        A
SAFE ENVIRONMENT

         

        150 East
42nd Street was designed to minimize the chance of a life threatening emergency
and to minimize damage in the event any emergency does occur.  The
property is inspected regularly and monitored 24 hours a day, seven days a
week.  Safety systems meet or exceed all relevant fire and building
codes.

         

        Automatic
systems include overhead sprinklers which provide an immediate response to any
significant fire.  An automatic alarm is set off whenever water flows
through the overhead sprinklers.  Manual pull stations located in each
hallway near the stairs, and smoke detectors in strategic locations also set off
alarms notifying the fire command station in the lobby at the first sign of a
fire.

         

        At the
first alert, air handling equipment is shut down automatically to prevent the
spread of smoke.  At the same time, if a water-flow alarm has been
received, elevators are returned to the lobby to await
firefighters.  Passive fire restraints include solid-core doors to
prevent the spread of fire, and concrete slab floors with a four hour safety
rating.

         

        The fire
command station has direct communications with mechanical equipment rooms as
well as with each floor and stairwell.  In addition, communication
with each elevator is possible from the Lobby Desk.  This network of
speakers can be used to give verbal instructions or information should the need
arise.  Key Building Management personnel carry two-way radios when
away from their posts and the Building staff stands ready to assist in any
emergency.

         

        Because
of the fire resistant qualities of modern office high-rise buildings, the need
for total evacuation of a building is very rare.  Evacuation is
usually necessary only from the floor with the fire and the floor directly
above.  Additional floors may be evacuated when ordered by the Fire
Safety Director, Fire Department personnel or Police.

         

        An
emergency generator has been installed at the property that provides power to
essential Building systems in the event of a power failure.  The
generator will provide power to emergency lighting, the Building’s fire safety
system (including alarms and other devices) and the elevators.

         

        IN
THE EVENT OF A MEDICAL EMERGENCY:

         

        
          	
                  1.

                	
                  Do not move the
      person.  If necessary, administer first
    aid.

                


        

        
          	
                  2.

                	
                  Call
      Paramedics,  Dial 911.  Tell them your floor
      and suite number and direct the medical team to 150 East 42nd
      Street.

                


        

        


        
          
            
               


            

            
              22

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        
          	
                  3.

                	
                  Call the Lobby
      Desk.  Dial
      212-286-0220.  (The lobby desk is staffed 24 hours a
      day).  We will hold an elevator ready for the paramedic team or
      if a private physician has been called, advise the lobby desk and our
      staff will escort the doctor to your
office.

                


        

        
          	
                  4.

                	
                  Post one person at the elevator
      lobby on your floor to lead the medical team or doctor to the
      person in distress.

                


        

         

        IF
YOU DISCOVER A FIRE:

         

        
          	
                  1.

                	
                  Pull the Fire Alarm
      Box.  Located by each
  stairwell.

                


        

        
          	
                  2.

                	
                  Call the Fire
      Department.  Dial 911.  Tell the Fire
      Department the address and floor location of the fire, its severity and
      type.  This information will be relayed to firefighters en
      route.

                


        

        
          	
                  3.

                	
                  Call the Lobby
      Desk.  Dial 212-286-0220.  (The Lobby Desk is
      staffed 24 hours a day).  Our Fire Brigade will take initial
      action and help firefighters when they
arrive.

                


        

         

        IF
YOU HEAR THE FIRE ALARM:

         

        
          	
                  1.

                	
                  Remain
    calm.

                


        

        
          	
                  2.

                	
                  Walk to the nearest
      exit.

                


        

        
          	
                  3.

                	
                  Close doors but do not lock
      them.  Take only essential belongings with
      you.

                


        

        
          	
                  4.

                	
                  Follow instructions of your
      Fire Warden.  You may be asked to inspect the area or
      help others.

                


        

        
          	
                  5.

                	
                  Do not use the
      elevators.  Elevators will automatically return to the
      lobby to await fire fighters.

                


        

        
          	
                  6.

                	
                  Feel doors before opening
      them.  Do not open any that arc
  hot.

                


        

        
          	
                  7.

                	
                  If you are disabled,
      await help from your assigned Aide or wait near the stairwell
      doors.

                


        

         

        IF
YOU RECEIVE A BOMB THREAT BY PHONE:

         

        
          	
                  1.

                	
                  Attract the attention of a
      co-worker discreetly and quietly while listening to the
      caller.  Have the co-worker call 911 and request that the
      call be traced.

                


        

        
          	
                  2.

                	
                  Get as much information as
      possible from the caller about the location and type of bomb, its
      detonation time and the reason for its placement.  Ask about the
      bomb’s appearance and who is placing
it.

                


        

        
          	
                  3.

                	
                  Ask the caller to repeat
      parts of the message and make notes of any clues that might help
      the police: Is the caller male or female? Adult? Juvenile? Is the voice
      educated or coarse? Is it accented or otherwise distinguishable? Does the
      person seem angry, rational, deliberate? Make notes of background music or
      noise.

                


        

        
          	
                  4.

                	
                  Call the Lobby
      Desk.  Dial 212-286-0220.  He or she will
      notify the Senior Real Estate Manager and other Building
      staff.

                


        

         

        


        
          
            
               


            

            
              23

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        The
decision whether to inform other Building occupants of the threat or to order an
evacuation will be based on recommendations of local authorities and the
judgment of senior company officials and Building Management.  Be
prepared to assist authorities in search for the device, BUT DO NOT TOUCH OR
DISTURB ANY SUSPICIOUS OBJECT.

         

        LETTER
BOMBS:

         

        Letter
bombs are designed to travel safely but to explode when opened, triggered by
either mechanical (spring loaded) or electrical means.  One common
type of postal bomb consists of 2 to 5 ounces of plastic explosive with a
pencil-shaped metal fuse pressed in its center.  Envelopes usually
measure approximately 5-3/4” by 4” by 3/16” thick and weigh between 2 and 5
ounces.

         

        Some
signs to look for:

         

        
          	
                  1.

                	
                  Size.  I s the
      letter unusually thick?

                


        

        
          	
                  2.

                	
                  Weight.  Is it
      heavy? An effective letter bomb will weigh over two ounces.  Few
      first class letters weigh as much.

                


        

        
          	
                  3.

                	
                  Balance.  Is
      it heavier on one end?

                


        

        
          	
                  4.

                	
                  Appearance.  Are
      there grease marks on the envelope or wrapping caused by sweating of an
      explosive? Is the envelope sealed more tightly than usual or taped shut?
      Does it bear an unusual style of
writing?

                


        

        
          	
                  5.

                	
                  Odor.  Is
      there a smell of almonds or
marzipan?

                


        

         

        If you
consider a parcel or letter suspicious, DO NOT OPEN IT.  Immediately
inform the Police Bomb Squad by calling 911 and then notify the Lobby
Desk at 212-286-0220.

         

        IDENTIFYING
AND HANDLING A SUSPICIOUS PACKAGE:

         

        A
suspicious letter or parcel might have some of the following
indicators:

        
          	
                  •

                	
                  Origin
      - Postmark or name of sender is unusual, unknown, or no further address is
      given.

                


        

        
          	
                  •

                	
                  Postage
      - Excessive or inadequate postage.

                


        

        
          	
                  •

                	
                  Balance
      - The letter is lopsided or unusually
thick.

                


        

        
          	
                  •

                	
                  Weight
      - The letter or package seems heavy for its
  size.

                


        

        
          	
                  •

                	
                  Contents
      - Stiffness or springiness of contents; protruding wires or components;
      oily outer wrapping or envelope; feels like it contains powdery substance
      (When checking, do not bend
excessively.)

                


        

        
          	
                  •

                	
                  Smell
      - Particularly almond or other suspicious
odors.

                


        

        
          	
                  •

                	
                  Writing
      - Handwriting of sender is not familiar or indicates a foreign style not
      normally received by recipient.  Common words or names are
      misspelled.

                


        

        
          	
                  •

                	
                  Rub-on
      block lettering.

                


        

        


         

        


        
          
            
               


            

            
              24

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        IDENTIFYING
AND HANDLING A SUSPICIOUS PACKAGE (CONTINUED):

         

        Handling a Suspicious
Package:

        
          	
                  •

                	
                  Do
      not excessively handle or open a suspicious
  package.

                


        

        
          	
                  •

                	
                  Immediately
      segregate it in an unused room or
space.

                


        

        
          	
                  •

                	
                  Attempt
      to verify the sender and/or the legitimacy of the package (i.e. ask the
      recipient if he/she was expecting a package that matches the suspect
      package’s size and shape.)

                


        

        
          	
                  •

                	
                  If
      the letter or parcel remains suspect, call the
  police.

                


        

         

        
          	
                   
      

                	
                  Incident Response
      Protocol for Suspect Nuclear or Biological
  Release:

                


        

        
          	
                  •

                	
                  Contain
      the material to minimize the impacted
area;

                


        

        
          	
                  •

                	
                  Contain
      the material to minimize the number of individuals
  exposed;

                


        

        
          	
                  •

                	
                  Contain
      the potential impacted individuals to ensure that they receive proper
      medical attention;

                


        

        
          	
                  •

                	
                  Remove
      non-impacted individuals from the area as quickly as
    possible;

                


        

        
          	
                  •

                	
                  Maintain
      control of all potentially impact
materials.

                


        

         

        NOTIFICATION:

        
          	
                  •

                	
                  Notify
      Supervisor

                


        

        
          	
                  •

                	
                  Notify
      Local Emergency Response Authorities
(911)

                


        

        
          	
                  •

                	
                  Notify
      Building Management Office

                


        

        
          	
                  •

                	
                  Notify
      Co-Workers in area

                


        

         

        CONTAINMENT:

        
          	
                  •

                	
                  If
      material is released, impacted or potentially impacted individuals should
      move from immediate area to adjacent control area.  Minimize
      activities until appropriate response staff arrive.  If
      absolutely necessary, move impacted individuals into nearest bathroom
      facility on floor.

                


        

        
          	
                  •

                	
                  Non-impacted
      individuals on the impacted floor should be evacuated, and await further
      instructions from response team.

                


        

        
          	
                  •

                	
                  HVAC
      system (heating and ventilation system) for impacted and adjacent areas,
      and bathrooms should be immediately turned
off.

                


        

        
          	
                  •

                	
                  Isolate
      impacted area(s), e.g. shut door during exit.  Do not allow any
      unprotected personnel into the impacted
area.

                


        

        
          	
                  •

                	
                  Retain
      all impacted material for response
team.

                


        

         

        


        
          
            
               


            

            
              25

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        FIRE
SAFETY DIRECTOR

         

        In an
emergency, the Senior Real Estate Manager or a delegate acts as a Fire Safety
Director with primary responsibility for assisting firefighters and coordinating
the response of Building staff systems.  He or she operates from the
Fire Command Station located in the main lobby from which all mechanical, alarm
and communications systems can be activated.

         

        The Fire
Safety Director organizes and trains a Fire Brigade composed of Building staff
and is responsible for their equipment and state of readiness.  He or
she is also responsible for overseeing designation and training of a Fire Warden
for each floor and sufficient Deputy Fire Wardens for each tenant to meet Fire
Department regulations.  The Fire Safety Director maintains
organization charts listing members of current tenant emergency
teams.

         

        The Fire
Department takes the establishment, training and availability of Fire Wardens
and Deputies very seriously.  If the Fire Safety Director finds that
an individual is neglecting the responsibilities outlined in the tenant’s
emergency plan, he or she is required to inform the Building Management Office,
which will in turn inform the tenant.  If the tenant fails to correct
the situation, the Fire Department will be notified.

         

        FIRE
BRIGADE

         

        A Fire
Brigade, consisting of Building personnel, will usually be the first response
team to arrive at the scene.  If the fire is small and conditions do
not pose an immediate personal threat, the Fire Brigade will confine or
extinguish the fire using equipment carried with them.  If the fire is
too intense to contain, the Fire Brigade will control its spread by closing
doors.

         

        Upon
locating the fire, one member of the Fire Brigade will move to the floor below
the fire to communicate fire conditions to the Fire Command
Station.  Then, he or she will remain near the elevators to direct
firefighters and inform them of conditions.

         

        


        
          
            
               


            

            
              26

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        TENANT
RESPONSIBILITIES

         

        Under New
York City fire code, tenants of high-rise office buildings must participate in
emergency response plans and make responsible and dependable employees available
for designation as Fire Warden, Deputy Fire Wardens, Searchers and Aides to the
Handicapped.  An organization chart listing the names, location and
telephone numbers of the people designated is to be supplied to the Fire Safety
Director and kept current.

         

        Tenants
are required to participate in periodic fire drills as required under Local Law
#5/73.  All employees should be instructed that fire drills are not to
be taken lightly and to cooperate with the instructions of Wardens assigned to
their areas.

         

        Employees
should be instructed to report all unusual odors indicating a possible fire to
their Warden or Deputy Fire Warden, but to pull the fire alarm box only if they
detect an actual fire or smoke condition.  All fires, no matter how
small or quickly extinguished, must be reported to the Lobby Desk at
212-286-0220.

         

        Primary
responsibility for safety of employees rests with each tenant.  It may
be necessary to tailor the plan outlined on the next page to suit your space and
number of employees.

         

        


        
          
            
               


            

            
              27

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        FIRE
DRILLS

         

        As
required by Local Law #5/73, all occupants of the Building are required to
participate in fire drills.  However, occupants other than Building
service employees are not required to leave the floor or use exits during the
drill.  A written record of fire drills will be kept in the Fire
Safety Plan for the Building and maintained for three years.  The Fire
Warden in charge will be required to sign these records at the end of each
scheduled drill.

         

        Fire
drills will be announced via the public address system.  The
announcement will consist of a statement by the Fire Safety Director followed by
appropriate tone signals.  Your company will be informed of the drill
a minimum of two (2) weeks in advance.

         

        Upon
hearing the signal, all Fire Wardens and Deputy Fire Wardens will alert their
area occupants that a fire drill is in progress and advise them to proceed to
their exit stairwells.  They will report to their Fire Warden when
their areas are clear.

         

        Male and
female Searchers will proceed immediately to various lavatories and other
isolated areas to assure that everyone has heard, understands and responds to
the signal.  When all areas are clear, Searchers will report to their
Fire Warden.  Aides to the handicapped will assist disabled employees
to exit stairways and report there to the Fire Safety Director.

         

        The Fire
Safety Director will observe the exercise and point out
deficiencies.  The drill will end after the Fire Safety Director makes
a short announcement.

         

        FIRE
WARDENS

         

        Fire
Wardens are responsible for coordinating the evacuation of the entire floor,
working with Deputy Fire Wardens and Searchers.  By checking-in the
appropriate log each day at the main lobby desk, Fire Wardens and/or Deputy Fire
Wardens notify Building Management of their presence.  For those times
a Fire Warden or Deputy Fire Warden may have overlooked checking-in the
appropriate log, one of our staff will contact the Tenant and request their
assistance to inform the Fire Warden and/or Deputy Fire Warden of the
oversight.

         

        FIRE
WARDEN RESPONSIBILITIES - IN CASE OF FIRE:

         

        Ascertain location, severity and type
of fire, and determine whether total floor evacuation is
required,

        
          	
                  1.

                	
                  Initiate evacuation by
      notifying Deputy Fire Warden.

                


        

        
          	
                  2.

                	
                  Call the Fire Department
      by telephone or by activating manual pull
  stations,

                


        

        
          	
                  3.

                	
                  Contact the Fire Safety
      Director.  Keep him or her informed of the status of the
      fire, smoke conditions, and progress of evacuation from your designated
      Fire Warden station,

                


        

        


        
          
            
               


            

            
              28

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        
          	
                  4.

                	
                  Verify that all areas have been
      evacuated by taking reports from each Deputy Fire Warden, Searcher
      and Aide,

                


        

        
          	
                  5.

                	
                  Reassemble and account for all
      people in your work area on the re-entry
  floor.

                


        

         

        FIRE
WARDEN RESPONSIBILITIES - IF THE ALARM SOUNDS:

         

        
          	
                  1.

                	
                  Report to your Fire Warden
      Station.  Fire Warden stations, located on each floor,
      are equipped with emergency
telephones.

                


        

        
          	
                  2.

                	
                  Telephone the Fire Safety
      Director to determine the location of the fire only if you do not
      hear a message on the public address system.  Please allow a few
      minutes for the Fire Safety Director to ascertain the location of the fire
      or emergency.  Usually only the floor involved and the floor
      above will relocate.

                


        

        
          	
                  3.

                	
                  If your floor is not
      involved, instruct Deputy Fire Wardens to inform people in their
      areas that they are not in danger.  DO NOT EVACUATE unless
      directed to do so.

                


        

        
          	
                  4.

                	
                  If your floor encounters heavy
      smoke, contact the Fire Safety Director and tell him or her of your
      intent to evacuate and the route you will
take.

                


        

        
          	
                  5.

                	
                  Do not tie up telephone
      lines unnecessarily during the
emergency.

                


        

         

        FIRE
WARDEN - ADDITIONAL RESPONSIBILITIES:

         

        
          	
                  1.

                	
                  Have an evacuation route
      clearly planned.  Assist the Deputy Fire Wardens in
      preparing evacuation plans for their individual
  areas.

                


        

        
          	
                  2.

                	
                  Assign people to assist
      handicapped or disabled employees.  Keep the Fire Safety
      Director informed of all people requiring or providing
      assistance.

                


        

        
          	
                  3.

                	
                  Identify weak points during
      lire drills.  Discuss these with the Fire Safety Director
      and work with Deputy Fire Wardens to correct
  deficiencies.

                


        

        
          	
                  4.

                	
                  Maintain up-to-date
      organization charts of Deputy Fire Wardens, Searchers and
      Aides.  Report changes to the Fire Safety Director
      immediately.

                


        

        
          	
                  5.

                	
                  Instruct new Deputies,
      Searchers and Aides in their responsibilities during drills or actual
      evacuations.

                


        

        
          	
                  6.

                	
                  Inspect your area periodically
      for safety.  Make sure all flammable substances are
      stored in approved containers.

                


        

         

        DEPUTY
FIRE WARDEN

         

        Firms
occupying larger quarters will assign one Deputy Fire Warden for each 7,500
square feet of area.  The primary duties of Deputy Fire Wardens are to
be familiar with safety procedures and routes to maintain order in the event of
an evacuation.  They are trained to assume Fire Warden
responsibilities if necessary.

         

        


        
          
            
               


            

            
              29

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        During an
evacuation.  Deputy Fire Wardens will direct traffic away from
elevators unless otherwise instructed by the Fire Warden, Fire Safety Director,
or Fire Department personnel.  Prior to entering a
stairwell.  Deputy Fire Wardens should feel the door for heat that
would indicate a fire, and check for smoke.  If the stairwell is
unsafe, they will direct traffic to an alternate stairwell.

         

        Deputy
Fire Wardens will inspect their areas to verify that all personnel have
relocated and report to the Fire Warden when the area is clear.  Once
relocated, the Deputy Fire Warden will assemble and account for all people in
his or her assigned area.

         

        AID
TO THE HANDICAPPED

         

        Two
fellow employees are assigned by the tenant Fire Warden to assist any
handicapped worker(s) in relocating.  Such Aides are officially
assigned in advance and their names reported to the Fire Safety
Director.  Upon reaching their relocation destination, they will
request that their Fire Warden notify the Fire Safety Director of the
handicapped person(s) presence.

         

        FLOOR
SEARCHERS

         

        Floor
Searchers assigned in pairs, male and female, are responsible for inspecting
areas of the office and lobby space which contain people who cannot hear the
alarm or may not be familiar with the procedures.  Upon hearing the
fire alarm, Floor Searchers will inspect lavatories, storage areas, file rooms
and other areas isolated from the main spaces of the office.  They
should make special note of persons with hearing impairments in their areas and
assure that they have relocated.  Once the areas are clear, Floor
Searchers report to their Fire Wardens and accept any further assignment
requested, such as directing traffic away from elevators.  A minimum
of two male searchers and two female searchers should be assigned for tenancy
per floor.

         

        


        
          
            
               


            

            
              30

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        EMERGENCY
ACTION PLAN (EAP)

         

        Local Law
#26/04 required that the Fire Commissioner adopt standards, procedures and
requirements for the orderly evacuation of persons necessitated by explosion,
biological, chemical or hazardous material incidents or releases, natural
disasters or other emergency, or the threat thereof.

         

        The
existing procedures for limited evacuations in the event of a fire in a high
rise office building (evacuation of a fire floor and floor above) have proven
effective in protecting building occupants in ordinary
circumstances.  These procedures are not the subject of the rule, and
remain unchanged.

         

        The
September 11, 2001 attacks on the World Trade Center made it clear that new
procedures are required to protect the occupants of office buildings in the
event of non-fire emergencies.  Title 3 RCNY 6-02 requires that Owners
of office buildings develop procedures for sheltering in place, in building
relocation to various emergency scenarios.  The rule requires the
designation of an EAP Director to be responsible for the implementation of the
Buildings Emergency Action Plan.

         

        Disasters
can and do happen.  They can occur with little or no
warning.  A wide variety of emergencies can occur both man-made and
natural.  It is important to note that while you can not predict
emergencies, you can anticipate and plan for specific responses to different
types of emergencies.  High-Rise buildings can and do cope with
disasters by preparing in advance.  It is unrealistic to prepare for
every type of emergency, so we must assess the risks.  It is important
to assess potential problems and to plan for these anticipated
emergencies.

         

        The
purpose of this educational material is to provide Tenants in the proper
procedures to be followed in the event of an emergency.  The elements
of this plan are designed to affective achieve employee health and safety in the
event of an emergency.  Knowing what to do before, during and after
emergencies is essential in order to reduce panic and confusion and helps reduce
the possibility of personal injuries and property loss.  The education
of all building occupants is critical to the successful implementation of the
Emergency Action Plan, as all building occupants must understand the reasons for
complying with the procedures that have been developed for their
safety.

         

        


        
          
            
               


            

            
              31

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        TYPES OF ANTICIPATED
EMERGENCY SITUATIONS

         

        Biological:

        A
biological incident or release is germs or other substances that can cause
illness.  Many agents must be inhaled, enter through a cut in the skin
or eaten to make an individual sick.

         

        Bomb
Threat:

        A form of
terrorism - a threat to detonate an explosive.  Often, such a threat
is made via a telephone call.  Although 98% of all bombs threats turn
out to be false, and are considered cranks calls, they should be treated as real
until proven otherwise.

         

        Chemical:

        The
deliberate release of toxic gas, liquid or solid that can poison people and the
environment.

         

        Explosion:

        An
accidental or deliberate detonation of a device that will cause a sudden
increase in volume and release of energy in a violent manner, usually with the
generation of high temperature and the release of gases.

         

        Hazardous
Material:

        Any
substance that is corrosive, ignitable, reactive or toxic having the properties
capable of producing adverse effects on the health or safety of
people.

         

        Natural
Disaster:

        Any
terrible event, not caused by human activity, that could result in deaths,
injuries or damage to property.

         

        Nuclear
Blast:

        An
explosion with intense light and heat, a damaging pressure wave and widespread
radioactive material that can contaminate the air, water and ground surfaces for
miles around.

         

        Radiation:

        The use
of common explosives to spread radioactive materials over a targeted area
commonly referred to as a “dirty bomb” or “radiological dispersion device
(“RDD”)

         

        Be
prepared to adapt this information to your circumstances to your circumstances
and make every effort to follow instructions received from authorities on the
scene.  Above all, stay calm, be patient and think before you
act.  With these simple preparations, you can be ready for the
unexpected.

         

        


        
          
            
               


            

            
              32

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        TYPES OF RESPONSES TO AN
EMERGENCY

         

        Be
prepared to assess the situation, use common sense and whatever you have on hand
to take care of yourself.  Depending on your circumstances and the
nature of the disaster, the first important decision is deciding whether to stay
or go.  You should understand and plan for both
possibilities.  In the event of an emergency, you will receive
instructions from the Fire Safety/EAP Director or local
authorities.

         

        Sheltering-In-Place:

        The
precaution of directing building occupants to remain inside the building, at
their work locations, in response to an emergency.  This is a
precaution aimed to keep you safe while remaining indoors.  (This is
not the same thing as going to a shelter in case of a storm).  If does
not mean sealing off your entire building.  If you are instructed to
shelter-in-place, follow the Emergency Action Plan.

         

        In-Building
Relocation:

        The
controlled movement of building occupants from an endangered area of a building
to an in-building relocation area within the same building in response to an
emergency.  An in-building relocation area is a designated area within
a building to which building occupants may be relocated in accordance with the
building’s Emergency Action Plan.

         

        Partial
Evacuation:

        The
emptying of a building of some but not all building occupants in response to an
emergency.  If you are instructed to partially evacuate, follow the
Emergency Action Plan.

         

        Evacuation:

        The
emptying of a building of all building occupants in response to an
emergency.  If you are instructed to evacuate, follow the Emergency
Action Plan.

         

        


        
          
            
               


            

            
              33

              
                

              

            

            
               


            

          

        

        


        EMERGENCY PROCEDURES
(CONT’D.)

         

        OBLIGATIONS OF BUILDING
OCCUPANTS

         

        All
building occupants shall:

         

        •      Comply
with the directions of the EAP Director and EAP Staff upon an announcement that
the Emergency Action Plan has been implemented, including any shelter-in-place,
in-building relocation, partial evacuation or evacuation directed by an EAP
Director.

         

        •      Familiarize
themselves with the requirements of the Emergency Action Plan, and cooperate
with and participate in EAP training sessions, including EAP
drills.

         

        •      Identify
themselves and request such assistance in accordance with the procedures on the
Emergency Action Plan if they would require assistance in the event of an
in-building relocation, partial evacuation or evacuation.

         

        •      Request
an exemption fro the EAP Director if participation in an EAP drill requiring
in-building relocation, partial evacuation or evacuation would cause injury or
severe hardship.

         

        •      Building Occupants Who
Require Assistance: If you require assistance in evacuation due to a
permanent or temporary disability or infirmity, you must inform the EAP Director
to make him/her aware of the condition beforehand in order for the EAP Director
to act accordingly in the event of an emergency.  If your condition is
temporary, please notify the EAP Director when you no longer require assistance
to evacuate.

         

        SAFETY
IS EVERYONE’S CONCERN

         

        Primary
responsibility for safety of the Building occupants and compliance with fire
codes rests with each tenant.  Material in this Manual is supplied as
general information to help you meet requirements.  It is not the
Owner’s intent to direct the tenant to adopt or use all or part of the given
information, nor does the Managing Agent or Owner assume any liability in
connection with all or part of the information which may be used or adopted by
the tenant.

         

        Should
evacuation become necessary, the authority and responsibility rests with the
local officials of government.  Neither the Building Management
Office, Managing Agent nor Owner can assume responsibility for any consequences
resulting from the decision to evacuate or not to evacuate.

         

        


        
          
            
               


            

            
              34

              
                

              

            

            
               


            

          

        

        


        BUILDING
RULES AND REGULATIONS

         

        


        
          
            
               


            

            
              35

              
                

              

            

            
               


            

          

        

        


        BUILDING RULES AND
REGULATIONS

         

        Hiro Real
Estate Co., as Landlord, and CB Richard Ellis, Inc., as Managing Agent, of the
Building are committed to providing quality office space, managed with
professionalism and attention to detail.  Your help in meeting these
standards is greatly appreciated.  The following common sense rules
protect everyone and are intended as a broad outline only.  Refer to
your lease for a more specific enumeration of tenant obligations.

         

        
          	
                  1.

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

                


        

         

        
          	
                  2.

                	
                  The
      tenant’s employees shall not loiter around the hallways, stairways,
      elevators, front, roof or any other part of the Building used in common by
      the occupants thereof.

                


        

         

        
          	
                  3.

                	
                  Tenant
      shall not alter the exterior appearance of the Building by installing
      signs, advertisements, notices or other graphics on exterior walls, or
      interior surfaces visible from outside, without prior written permission
      by the Landlord.  Similarly, electrical fixtures hung in offices
      or other spaces along the perimeter of the Building which affect its
      exterior appearance must be fluorescent and a quality, type, design and
      bulb color, previously approved in writing by
  Landlord.

                


        

         

        
          	
                  4.

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

                


        

         

        
          	
                  5.

                	
                  The
      requirements of tenants will be attended to only upon application at the
      Building Management Office.  Employees of the Building shall not
      perform any work or do anything outside of their regular assigned duties,
      unless under special instructions from the Building Management
      Office.

                


        

         

        


        
          
            
               


            

            
              36

              
                

              

            

            
               


            

          

        

        


        BUILDING RULES AND
REGULATIONS (CONT’D.)

         

        
          	
                  6.

                	
                  Tenant
      shall have no right of access to the roof of the Building and shall not
      install, repair or replace any satellite dish, antennae, fan, air
      conditioner or other devices on the roof of the Building without the prior
      written consent of the Landlord.  Any such device installed
      without such written consent shall be subject to removal, at tenant’s
      expense, without notice, at any
time.

                


        

         

        
          	
                  7.

                	
                  Interior
      signs on doors and any directory tablet must be approved by
      Landlord.

                


        

         

        
          	
                  8.

                	
                  No
      awnings or other projections over or around the windows shall be installed
      by any tenant and only such window blinds as are permitted by the Landlord
      shall be used in a tenant’s
premises.

                


        

         

        
          	
                  9.

                	
                  No
      acids, vapors or other materials shall be discharged or permitted to be
      discharged into the waste lines, vents or flues of the Building which may
      damage them.  The service closets and other plumbing fixtures in
      or serving any tenant’s premises shall not be used for any purpose other
      than the purpose for which they were designed or constructed and no
      sweepings, rubbish, rags, acids or other foreign substances shall be
      deposited therein.  All damages resulting from any misuse of the
      fixtures shall be borne by the tenant who, or whose servants, employees,
      agents, visitors or licensees, shall have caused the
  same.

                


        

         

        
          	
                  10.

                	
                  Tenant
      shall not disturb others.  This rule prohibits any noise audible
      from the hallway or adjoining office suites whether created by musical
      instruments, radios, television sets, group activities or any other
      source.

                


        

         

        
          	
                  11.

                	
                  Only
      hand trucks equipped with rubber tires and side guards can be used in any
      space, or in the public halls of the Building, either by the Tenant,
      jobbers or others, in the delivery or receipt of merchandise or
      mail.

                


        

         

        
          	
                  12.

                	
                  Tenant
      shall use only the service elevator for deliveries and only at hours
      prescribed by Landlord.  Each tenant agrees to pay for use of
      the service elevator at rates prescribed by
  Landlord.

                


        

         

        
          	
                  13.

                	
                  Tenant
      shall not use their space for other than normal office
      activities.  Specifically, offices are not to be used for
      commercial printing manufacturing, storage or sale of merchandise or
      property of any kind.  Retail or public services are likewise
      prohibited, including such services as those of a public stenographer or
      typist, barber or manicurist, or employment bureau.  Tenants may
      not engage or pay employees on the premises who do not perform work in
      it’s premises specifically related to the tenant’s business nor advertise
      for labor giving the Building as an address for
      applicants.  Landlord reserves the right to prohibit advertising
      which, at Landlord’s opinion, tends to impair the reputation of the
      Building for office use.

                


        

         

        


        
          
            
               


            

            
              37

              
                

              

            

            
               


            

          

        

        


        BUILDING RULES AND
REGULATIONS (CONT’D.)

         

        
          	
                  14.

                	
                  No
      tenant shall mark, paint, drill into, or in any way deface any part of the
      Building or the premises demised to such tenant.  No boring,
      cutting or stringing of wires shall be permitted, except with the prior
      written consent of Landlord, and as Landlord may
  direct.

                


        

         

        
          	
                  15.

                	
                  Each
      tenant shall, at its expense, provide artificial light in the premises
      demised to such tenant for Landlord’s agents, contractors and employees
      while performing janitorial or other cleaning services and making repairs
      or alterations in said premises.

                


        

         

        
          	
                  16.

                	
                  Tenant
      shall not store flammable fluids or any combustible, explosive or chemical
      substance within their leased
premises.

                


        

         

        
          	
                  17.

                	
                  Tenant
      shall not permit any cooking or food odors emanating from the demised
      premises to seep into other portions of the
  Building.

                


        

         

        
          	
                  18.

                	
                  Tenant
      shall use the locks provided.  If additional locks, bolts, or
      other mechanical security systems are required on doors or windows,
      Building Management will coordinate their
      installation.  Building Management is to be provided with keys,
      electronic card keys or combinations to all such systems except those
      protecting high security areas.  Upon vacating the premises,
      tenants must return keys to storerooms, offices and toilets or pay
      replacement costs.  For more information regarding lockset
      cylinder information refer to Minimum Construction Standard Article
      2e.

                


        

         

        
          	
                  19.

                	
                  All
      entrance doors in each tenant’s premises shall be left locked when the
      tenant’s premises are not in use.  Entrance doors shall not be
      left open at any time.  All windows in each tenant’s premises
      shall be kept closed at all times and all blinds or drapes therein above
      the ground floor shall be lowered or closed when and as reasonably
      required because of the position of the sun, during the operation of the
      Building air conditioning system to cool or ventilate the tenant’s
      premises.  Tenant shall not tamper with or adjust tamper proof
      or covered thermostats which have been preset by building staff to control
      the operation of the air conditioning system.  All such
      adjustments shall be made only by
Landlord.

                


        

         

        
          	
                  20.

                	
                  Tenant
      shall not keep pets, bicycles, roller blades or other vehicles on the
      premises without prior written approval by the
      Landlord.  Exceptions are made for seeing-eye dogs and
      conveyances required by handicapped
persons.

                


        

         

        
          	
                  21.

                	
                  Regular
      suppliers of outside services must be approved by Landlord, which may
      establish hours or other conditions for entrance to the
      Building.  Such suppliers include vendors of food, spring water,
      ice, towels, barbering, shoe shining and other products and
      services.

                


        

         

        


        
          
            
               


            

            
              38

              
                

              

            

            
               


            

          

        

        


        BUILDING RULES AND
REGULATIONS (CONT’D.)

         

        
          	
                  22.

                	
                  Tenant
      shall not engage in canvassing, soliciting and peddling of products or
      services in the Building and shall cooperate with Landlord in attempting
      to prevent such acts in the
Building.

                


        

         

        
          	
                  23.

                	
                  The
      Landlord may refuse admission to the Building to any person not having a
      pass issued by the Landlord or not properly identified, and may require
      all persons admitted to or leaving the Building outside of ordinary
      business hours to register.  Tenant’s employees, agents and
      visitors shall be permitted to enter and leave the Building whenever
      appropriate arrangements have been previously made between the Landlord
      and the tenant.  Each tenant shall be responsible for all
      persons for whom such person requests such permission and shall be liable
      to the Landlord for all acts of such persons.  Any person whose
      presence in the Building at any time shall, in the reasonable judgment of
      the Landlord, be prejudicial to the safety, character, reputation and
      interests of the Building or its tenants may be denied access to the
      Building or may be rejected therefrom.  In case of invasion,
      riot, public excitement or other commotion, the Landlord may prevent all
      access to the Building during the continuance of the same, by closing the
      doors or otherwise, for the safety of the tenants and protection of
      property in the Building.  The Landlord may require any person
      leaving the Building with any package or other object to exhibit a pass
      from the tenant from whose premises the package or object is being
      removed, but the establishment and enforcement of such requirements shall
      not impose any responsibility on the Landlord for the protection of any
      tenant against the removal of property from the premises of the
      tenant.  The Landlord shall in no way be liable to any tenant
      for injury or loss arising from the admission, exclusion or ejection of
      any person to or from the tenant’s premises or the Building under the
      provisions of this rule.

                


        

         

        
          	
                  24.

                	
                  Tenant,
      at its sole cost and expense, shall cause its premises to be exterminated
      from time to time to the reasonable satisfaction of the Landlord, and
      shall employ such exterminators therefore as shall be approved by the
      Landlord.

                


        

         

        
          	
                  25.

                	
                  Any
      cuspidors or similar containers or receptacles used in the tenant’s
      premises shall be cared for and cleaned by and at the expense of
      tenant.

                


        

         

        
          	
                  26.

                	
                  Tenant
      shall not serve or permit the serving of alcoholic beverages in its
      premises unless tenant shall have procured host liquor liability
      insurance, issued by companies and in amounts reasonably satisfactory to
      Landlord, naming Landlord and its Managing Agent as additional
      insureds.

                


        

         

        
          	
                  27.

                	
                  Tenant
      shall not conduct a restaurant, luncheonette or cafeteria for the sale or
      service of foods or beverages to its employees or
      others.  Tenant shall not install or operate, or permit the
      installation or operation of any vending machines on its premises without
      the prior written approval of the
Landlord.

                


        

         

        


        
          
            
               


            

            
              39

              
                

              

            

            
               


            

          

        

        


        BUILDING RULES AND
REGULATIONS (CONT’D.)

         

        
          	
                  28.

                	
                  Tenant
      shall not keep upon or attached to its premises any furniture, fixtures or
      equipment which is subject to a security interest or security
      agreement.  All furniture and equipment located in the tenant’s
      premises shall be owned or leased by tenant, but no property may be leased
      by tenant with the understanding that it is exempt from levy for rent or
      other charges of Landlord.  Without limiting the generality of
      the foregoing, tenant shall not execute or deliver any security agreement
      or financing statement which may be considered a lien on the Tenant’s
      leased premises and/or the
Building.

                


        

         

        
          	
                  29.

                	
                  Tenant
      shall not install any signaling, telegraphic, telephonic, protective alarm
      or other wires, apparatus or devices without the prior written approval of
      Landlord and then only in accordance with such requirements and procedures
      as Landlord may impose.  All wires installed by tenant must be
      clearly tagged at the distributing boards and junction boxes and elsewhere
      where required by Landlord, with the number of the office to which the
      wires lead and the purpose for which the wires are
  used.

                


        

         

        
          	
                  30.

                	
                  The
      Building loading docks may be used only for loading and unloading
      procedures.  Tenant’s may not use the loading dock area for
      parking.  Tenant may not place any dumpsters at the loading
      docks or any other portion of the Building without the prior written
      approval of Landlord.

                


        

         

        
          	
                  31.

                	
                  No
      shutdowns of any Building systems will be permitted without prior written
      approval of Landlord.

                


        

         

        
          	
                  32.

                	
                  Tenant’s
      contractors or vendors may not use any space within the Building outside
      the tenant’s premises for storage landing or moving of materials or
      equipment or for the location of a field office or facilities for the
      employees of such tenant’s contractor or vendor without obtaining
      Landlord’s prior written approval for each such use.  Landlord
      shall have the right to terminate such use and remove all such tenant’s
      contractor or vendor’s materials, equipment and other property from such
      space, without Landlord being liable to tenant and/or to such contractor
      or vendor and the cost of such termination and/or removal shall be paid by
      tenant to Landlord.

                


        

         

        
          	
                  33.

                	
                  Tenants
      are required to have a full service maintenance contract covering their
      supplemental air, Uninterrupted Power Supply (UPS) systems and/or Fire
      Detection/Suppression sub-system(s).  The Building Management
      office is required to be provided with a copy of such
      contract(s).

                


        

         

        
          	
                  34.

                	
                  Tenants
      are required to have a full service maintenance contract covering any
      Class “E” devices, wiring, booster power supply panel(s) and/or any
      related computer programming installed and/or modified as a result of
      tenant improvement.

                


        

         

        


        
          
            
               


            

            
              40

              
                

              

            

            
               


            

          

        

        


        BUILDING RULES AND
REGULATIONS (CONT’D.)

         

        
          	
                  35.

                	
                  Proper
      written notice shall be provided to the Building Management Office
      whenever a non-employee is scheduled to be at the
      Property.  Upon receipt and review of such request, the Building
      Management will decide if additional Security, Engineer and/or Freight may
      be required.  The Tenant shall be charged in accordance with the
      Tenant Charge rate schedule in affect at the time and approval of such
      request.

                


        

         

        
          	
                  36.

                	
                  Tenant
      shall not permit the usage of any open flames for the purposes such as
      candles, aroma therapy, food warming,
etc.

                


        

         

        
          	
                  37.

                	
                  Tenant
      shall not use the Service Elevator lobby and or fire exit corridor located
      on each floor as a storage area.  Landlord has the right to
      remove all material and equipment stored in the Service Elevator lobby in
      the event Tenant fails to remove such items upon proper notification by
      Landlord.  The Tenant shall be charged for the removal and
      disposal of same.

                


        

         

        
          	
                  38.

                	
                  Tenant
      shall not install a spot cooler or portable air-conditioning unit unless
      prior written approval has been granted by Managing
  Agent.

                


        

         

        
          	
                  39.

                	
                  The
      cutting or modification of any material that may result with the
      activation of an Area or Duct detector (i.e. cutting of wood, laminate,
      metals, etc.) must be scheduled in advance with the Building Management
      Office.

                


        

         

        
          	
                  40.

                	
                  Tenant
      shall not permit a smoke machine to be used within its
      Premises.

                


        

         

        
          	
                  41.

                	
                  Live
      holiday trees and or wreaths are not
permitted.

                


        

         

        Landlord
reserves the right at any time and from time to time, to rescind, alter, waive,
modify, add to or delete, in whole or in part, any of these rules and
regulations in order to protect the comfort, convenience and safety of all
tenants at 150 East 42nd Street.  Tenant shall not have any rights or
claims against Landlord by reason of non-enforcement of these rules and
regulations against any tenant, and such non-enforcement will not constitute a
waiver as to tenant.  Tenant is to comply with all stipulations of
their lease agreement at all times.

         

        


        
          
            
               


            

            
              41

              
                

              

            

            
               


            

          

        

        


        NEW
CONSTRUCTION AND TENANT

         

        ALTERATION
GUIDELINES

         

        


         

        


        
          
            
               


            

            
              42

              
                

              

            

            
               


            

          

        

        


        NEW CONSTRUCTION/TENANT
ALTERATION GUIDELINES

         

        All new
construction/tenant alteration must follow the following
procedures:

         

        CONDITIONS
FOR ALTERATIONS

         

        Definitions:

         

        “Tenant”: means the tenant for
whom the space is being constructed or altered, his agents or employees,
including but not limited to, general contractor, construction manager,
subcontractor, architect, designer and engineers.

         

        “Managing Agent”: means CB
Richard Ellis, Inc. acting as Managing Agent of 150 East 42nd Street
Owner.  The on-site CB Richard Ellis Building Office is located on the
Mezzanine Level with its Corporate Office being located at 200 Park
Avenue.

         

        “Tenant’s Space”: Is that area
or areas which the Tenant has rented and in which new construction or
alterations to existing construction are to be done.

         

        “Building”: means the Building
in which Tenant’s Space is located.

         

        “Owner”: means the Landlord
under the Tenant’s lease.

         

        “Owner’s Representative”:
means the Craven Corporation (Address: 150 East 42nd Street New York, N.Y. 10017
Attn: Stephen G. Chapman) acting as the Owner’s representative for
Construction/Tenant alterations.

         

        “Tenant’s Work”: means all
construction or alterations to be performed by Tenant in Tenant’s Space
throughout the entire term of the lease.

         

        “Governmental Bodies”: means
any New York City, New York State or Federal Agency or department having normal
control over matters concerning this alteration, including, but not limited to,
New York City Department of Buildings, New York Fire Department, and Department
of Environmental Control, New York State, and OSHA and such organizations as
Underwriters Laboratory and Fire Insurance Rating Organization which have
semi-governmental jurisdiction in specifications.

         

        


        
          
            
               


            

            
              43

              
                

              

            

            
               


            

          

        

        


        NEW CONSTRUCTION/TENANT
ALTERATION GUIDELINES (CONT’D.)

         

        
          	
                  A)

                	
                  RESPONSIBILITY
      OF THE TENANT

                


        

         

        
          	
                  1.

                	
                  To
      insure that all rules and regulations pertaining to Tenant’s Work are
      complied with fully.

                


        

         

        
          	
                  2.

                	
                  To
      insure that the documents noted in Section B hereof are delivered in
      proper form and in a timely manner to Owner’s
      Representative.  Allow at least two (2) weeks (depending on
      complexity) for review of plans by Owner’s Representative (Address: Craven
      Corporation 150 East 42nd Street, New York, N.Y. 10017 Attn: Stephen G.
      Chapman).

                


        

         

        
          	
                  3.

                	
                  To
      comply with all rules and regulations of Governmental Bodies having
      jurisdiction over Tenant’s work being done and to produce documentation of
      such compliance.

                


        

         

        
          	
                  4.

                	
                  All
      documentation requiring Ownership signature shall be submitted directly to
      Owner’s Representative.

                


        

         

        
          	
                  5.

                	
                  Tenant
      or Tenant’s authorized representative (e.g. Construction Manager, General
      Contractor, Electrician, etc) shall contract with the current maintenance
      and repair Contractor for the Class “E” system for the filing of all work
      required to be filed with the Department of Buildings and or the New York
      Fire Department.

                


        

         

        
          	
                  B)

                	
                  DOCUMENTATION
      REQUIRED TO BE DELIVERED TO OWNER’S REPRESENTATIVE FOR APPROVAL PRIOR TO
      TENANT’S WORK BEING COMMENCED

                


        

         

        All
Building Department approved applications and permits must be forwarded to the
Owner’s Representative prior to starting any work in the Building.

         

        
          	
                  1.

                	
                  Five
      (5) full size and one (1) 11” x 17” size copy of all plans and drawing
      specifications, dated and sealed, as
follows:

                


        

         

        
          	
                	
                  a)

                	
                  architectural
      plans, including, but not limited to, demolition floor plans, construction
      plans, furniture plans, sections and elevations, finish schedule or plan,
      reflected ceiling plan.

                


        

        
          	
                	
                  b)

                	
                  mechanical
      plans, including, but not limited to, electrical work, sprinkler work,
      heating, ventilating and air conditioning work, plumbing work, telephone
      and special communication work.

                


        

        
          	
                	
                  c)

                	
                  structural
      plans, including all support for other
sections.

                


        

        
          	
                	
                  d)

                	
                  listing
      of any furniture or equipment, the weight of which transferred to its
      supports would exceed floor loads in Tenant’s Space.  This
      listing shall include special location of such elements and what means are
      to be taken to spread loading.

                


        

         

        


        
          
            
               


            

            
              44

              
                

              

            

            
               


            

          

        

        


        NEW CONSTRUCTION/TENANT
ALTERATION GUIDELINES (CONT’D.)

         

        
          	
                  2.

                	
                  All
      plans noted above, or any revisions to such plans shall be forwarded to
      Owner’s Representative prior to commencement of Tenant’s
      Work.  Tenant shall consult Owner’s Representative as to time
      required for examination of such plans and shall allow sufficient “lead”
      time so that plans can be approved by Owner’s Representative in adequate
      time for construction to commence as per Tenant’s schedule.  All
      costs for such review of plans shall be borne by
  Tenant.

                


        

         

        
          	
                  3.

                	
                  Tenant
      shall submit to Ownership’s Representative for review and approval a list
      of various Professional Services being considered by Tenant for Tenant’s
      Work.  The list shall include but not be limited to: Architects,
      Asbestos Consulting and Inspection, Code Consultant/Expeditor,
      Construction Manager, General Contractor, MEP Engineers, Major
      Subcontractors and Structural
Engineers.

                


        

         

        
          	
                  4.

                	
                  The
      names of the following individuals and their addresses and telephone
      numbers:

                


        

         

        
          	
                	
                  a)

                	
                  Architects
      and engineers.

                


        

        
          	
                	
                  b)

                	
                  General
      contractor/construction manager and major subcontractors performing over
      $5,000 of construction work.

                


        

        
          	
                	
                  c)

                	
                  Tenant’s
      representative who will have the right to approve cost of major procedural
      changes.

                


        

        
          	
                	
                  d)

                	
                  Emergency,   night   and   weekend   telephone   numbers   for   contacting   Tenant’s
      representative.

                


        

         

        
          	
                  5.

                	
                  NYCDOB
      Applications shall be submitted to Owner’s Representative for Owner’s
      signature in a timely manner to permit maintaining
    schedule.

                


        

         

        
          	
                  6.

                	
                  A
      copy of the Building Permit shall be submitted to Owner’s
      Representative.  The original card, as required, shall be posted
      at Tenant’s Space for examination.

                


        

         

        
          	
                  7.

                	
                  A
      satisfactory schedule in the form of a trade bar graph or equal device
      indicating time for work of all trades, including off-site fabrication, if
      applicable.

                


        

         

        
          	
                  C)

                	
                  PRIOR
      TO START OF ACTUAL WORK AND AFTER SUBMISSION TO OWNER’S REPRESENTATIVE AND
      APPROVAL OF ALL DOCUMENTS NOTED IN SECTION “B” HEREOF, A MEETING WILL BE
      HELD AT TENANT’S SPACE.  THIS MEETING WILL BE ATTENDED
      BY:

                


        

         

        
          	
                   
      

                	
                  1.

                	
                  Tenant’s
      Representative

                


        

        
          	
                   
      

                	
                  2.

                	
                  Tenant’s
      architect and engineer

                


        

        
          	
                   
      

                	
                  3.

                	
                  Tenant’s
      general contractor/construction
manager

                


        

        
          	
                   
      

                	
                  4.

                	
                  Owner’s
      Representative

                


        

        
          	
                   
      

                	
                  5.

                	
                  Managing
      Agent

                


        

         

        


        
          
            
               


            

            
              45

              
                

              

            

            
               


            

          

        

         

        NEW CONSTRUCTION/TENANT
ALTERATION GUIDELINES (CONT’D.)

         

        D)           OWNER’S
REPRESENTATIVE’S RESPONSIBILITIES

         

        
          	
                  1.

                	
                  Upon
      receipt and initial review of Tenant’s plans, will forward comments to
      Tenant,

                


        

         

        
          	
                  2.

                	
                  Respond
      as required in a timely fashion to Tenant’s
  submissions.

                


        

         

        E)           ACTIONS
DURING CONSTRUCTION PERIOD

         

        
          	
                  1.

                	
                  Inspections
      and meetings, as required by Owner, held at the Tenant’s Space or other
      locations regarding Tenant’s Work, shall be attended by Owner’s
      Representative.  Requests for such meeting by Tenant to Owner’s
      Representative in a timely manner of all such
  occurrences.

                


        

         

        
          	
                  2.

                	
                  Notices
      of construction violations, unfair labor practices, safety violations,
      etc. given to Tenant must be copied to Owner’s Representative within one
      (1) business day of issuance with written notice on how the violation is
      to be removed.

                


        

         

        
          	
                  3.

                	
                  Any
      changes to be made to submitted and approved plans must be re-submitted to
      Owner’s Representative for written approval prior to commencing any
      work.

                


        

         

        
          	
                  4.

                	
                  All
      notices from Tenant to Owner’s Representative or from Owner’s
      Representative to Tenant shall be in
writing.

                


        

         

        
          	
                  5.

                	
                  Tenant
      shall not carry out any work which will affect public areas, adjacent
      tenant space, exterior walls, structural elements including floors, or any
      work which will affect Building systems without written consent from
      Owner’s Representative as to type and method of work.  Approval
      of Tenant plans by Owner’s Representative will in no way negate this
      requirement.

                


        

         

        
          	
                  6.

                	
                  Tenant
      shall in no case carry out work which will negatively affect Building’s
      utility system, including, but not limited to, electrical main feeds,
      panels and risers, plumbing, water and waste run outs and mains,
      telephone, Local Law #5/73 lines, main security lines, hot or cold water
      risers run outs, main air supply ducts or plenums.  Any work in
      the vicinity of such utilities or lines shall be carried so as to minimize
      chance of damage.  Any such damage must be reported to Owner’s
      Representative and Managing Agent at
once.

                


        

         

        
          	
                  7.

                	
                  Any
      actions of the Tenant which, through negligence or failure to comply with
      laws and regulations of Governmental Bodies or this agreement’s
      requirements, cause damage to property or person or cause substantial
      delays to occupancy of space which results in a cost to Owner’s
      Representative or the Owner, shall be the responsibility of the Tenant and
      such costs will be borne by Tenant.

                


        

         

        


        
          
            
               


            

            
              46

              
                

              

            

            
               


            

          

        

        


        NEW CONSTRUCTION/TENANT
ALTERATION GUIDELINES (CONT’D.)

         

        
          	
                  8.

                	
                  Any
      damage to any space adjacent to Tenant’s Space or to public spaces caused
      by Tenant’s Work shall be repaired by Tenant as directed by Owner’s
      Representative both as to when such repairs are to be made and in what
      manner.  If Tenant fails to make such repairs in a timely
      manner, Owner’s Representative may carry out such repair work and charge
      Tenant the costs thereof.

                


        

         

        
          	
                  9.

                	
                  No
      debris or construction material may be placed in a public area of the
      Building.  If Tenant does not remove such material, Building
      Management will take actions as are required and charge Tenant the costs
      thereof.

                


        

         

        
          	
                  10.

                	
                  No
      construction activity which causes noise in excess of 65 dcb or violates
      1403.3-4.11 of the Noise Control Code can take place except as directed by
      Building Management.  All work that inconveniences or disturbs
      other tenants must be scheduled before 8:00 a.m. or after 6:00
      p.m.  The Building Management reserves the right to stop any
      work during normal working business hours that causes a
      disturbance.

                


        

         

        
          	
                  11.

                	
                  Any
      activities of Tenant which require a site safety coordinator’s presence
      under city codes will be carried out with a city-approved coordinator
      present and copies of the coordinator’s reports will be given to Building
      Management.  All costs in connection with such activities will
      be borne by Tenant.

                


        

         

        
          	
                  12.

                	
                  Dust
      control shall be maintained during all construction activities of Tenant
      as follows:

                


        

         

        
          	
                  
                  

                	
                  a)

                	
                  Seal
      off all construction areas from public spaces and adjacent tenant
      areas.

                


        

         

        
          	
                	
                  b)

                	
                  Provide
      a reasonable level of workers to carry out floor cleaning and dust
      control, including wetting down of major dust producing
    areas.

                


        

         

        
          	
                	
                  c)

                	
                  Seal
      off all containers which may produce dust when being removed from Tenant’s
      Space or the Building.

                


        

         

        


        
          
            
               


            

            
              47

              
                

              

            

            
               


            

          

        

        


        NEW CONSTRUCTION/TENANT
ALTERATION GUIDELINES (CONT’D.)

         

        
          	
                  13.

                	
                  Removal
      of Asbestos Materials:

                


        

         

        
          	
                	
                  a)

                	
                  No
      asbestos abatement work will be performed without prior written approval
      of Owner’s Representative.

                


        

         

        
          	
                	
                  b)

                	
                  Compliance
      is required with all Governmental Bodies having jurisdiction of City,
      State and Federal authorities, including, but not limited to, the ADA,
      EPA, OSHA, NIOSH, DEP and the Building Code of the City of New
      York.

                


        

         

        
          	
                	
                  c)

                	
                  No
      removed asbestos materials are to be left within or outside the Building
      and must be removed from the job site to comply with all Code
      requirements.

                


        

         

        
          	
                	
                  d)

                	
                  A
      schedule of work indicating details of method of removal and compliance
      with all governmental regulations must be provided to Owner’s
      Representative.

                


        

         

        
          	
                	
                  e)

                	
                  Any
      violations regarding lack of conformity must be transmitted to Building
      Management within 24 hours of
issuance.

                


        

         

        
          	
                  14.

                	
                  Special
      Work Conditions: In general, such activities, including, but not limited
      to, welding, steel cutting, asbestos removal, etc. must be carried out as
      required by the appropriate governmental agencies, such as DEP, NYCDEP,
      OSHA, NYCDOB or NYCFD.  Standards set by Joint Safety Committee
      of New York Building and Construction Industry shall be followed in any
      situation not covered by above noted governmental
  bodies.

                


        

         

        


        
          
            
               


            

            
              48

              
                

              

            

            
               


            

          

        

        


        NEW CONSTRUCTION/TENANT
ALTERATION GUIDELINES (CONT’D.)

         

        
          	
                  F)

                	
                  DOCUMENTS
      TO BE PROVIDED TO OWNER’S REPRESENTATIVE UPON COMPLETION OF
      WORK.

                


        

         

        
          	
                  1.

                	
                  All
      required Governmental Permits, sign-offs and “as-built” AutoCad drawings,
      including all engineering drawings, must be submitted to Owner’s
      Representative no later than thirty (30) days after the premises are
      occupied or the Owner will obtain necessary sign-offs at Tenant’s sole
      cost and expense.

                


        

         

        
          	
                  2.

                	
                  NYCDOB
      approvals of final inspections for all trades in work requiring such
      approval and letter of completion.

                


        

         

        
          	
                  3.

                	
                  One
      (1) reproducible set of “as-builts” and two
  copies.

                


        

         

        
          	
                  4.

                	
                  Two
      (2) copies of approved balancing reports and associated
      drawings.

                


        

         

        
          	
                  5.

                	
                  Equipment
      Use Permits.

                


        

         

        
          	
                  6.

                	
                  Tenant’s
      Equipment Maintenance Contracts.

                


        

         

        
          	
                  7.

                	
                  Provide
      two (2) sets of revised Class “E” riser diagram(s) as prepared by base
      building Class “E” vendor.

                


        

         

        
          	
                  8.

                	
                  To
      enable Building Management to update the New York Fire Department and
      ensure that the Fire Safety Plan remains current, provide three (3) 11” x
      17” drawings containing the following
  information:

                


        

        
          	
                	
                  F8a:

                	
                  150
      East 42nd Street - NYC

                


        

        
          	
                	
                  F8b:

                	
                  Name
      of Company

                


        

        
          	
                	
                  F8c:

                	
                  Floor
      Number

                


        

        
          	
                	
                  F8d:

                	
                  A
      reference to North and 42nd Street

                


        

        
          	
                	
                  F8e:

                	
                  Date

                


        

        
          	
                	
                  F8f:

                	
                  Each
      drawing to show walls only; furniture, ceiling, HVAC etc to be
      excluded

                


        

         

        Each
drawing shall also be submitted via email directly to Building
Management.  For alterations involving multiple floors, each floor
shall be submitted as its own floor.

         

        


        
          
            
               


            

            
              49

              
                

              

            

            
               


            

          

        

        


        CONSTRUCTION/ALTERATION
RULES

         

        


        
          
            
               


            

            
              50

              
                

              

            

            
               


            

          

        

        


        CONSTRUCTION/ALTERATION
RULES

         

        
          	
                  1.

                	
                  The
      Owner or Owner’s Agent reserves the right to review and approve all of the
      professionals, contractors and sub-contractors such as but not: limited to
      the below list:

                


        

        
          	
                   
      

                	
                  •

                	
                  Architect

                


        

        
          	
                   
      

                	
                  •

                	
                  MEP
      Engineer

                


        

        
          	
                   
      

                	
                  •

                	
                  Structural
      Engineer

                


        

        
          	
                   
      

                	
                  •

                	
                  Acoustical
      Engineer

                


        

        
          	
                   
      

                	
                  •

                	
                  A/V
      Engineer

                


        

        
          	
                   
      

                	
                  •

                	
                  Security
      Engineer

                


        

        
          	
                   
      

                	
                  •

                	
                  Lighting
      Consultant

                


        

        
          	
                   
      

                	
                  •

                	
                  Expeditor

                


        

        
          	
                   
      

                	
                  •

                	
                  General
      Contractor / Construction Manager

                


        

        
          	
                   
      

                	
                  •

                	
                  Sub-contractors

                


        

         

        
          	
                  2.

                	
                  All
      deliveries must be coordinated with the Building Management Office at
      212-370-0928,

                


        

         

        
          	
                  3.

                	
                  The
      elevator designated as freight may be used at the discretion of Building
      Management to bring such material to Tenant’s space.  Deliveries
      may not be left on public areas, sidewalk or other tenant areas without
      express permission of Building Management.  Such deliveries must
      be moved into Tenant’s Space as soon as possible and sufficient manpower
      must be provided to carry out such movement of material.  Any
      packing crates or other material left from such deliveries must be removed
      at once from the Building.  During utilization of the elevator,
      Contractor shall arrange for adequate protection of all elevator
      surfaces.  No material which exceeds elevator’s capacity as to
      weight or size may be carried in elevator.  Contractor shall,
      prior to fabrication, ensure that any material which is intended to be
      raised in the elevator meets these
conditions.

                


        

         

        
          	
                  4.

                	
                  Any
      other form of delivery involving lifting devices operating from the public
      street must be approved in writing by Building Management as to method and
      timing.  Contractor shall have sole responsibility for obtaining
      permits.  Copies of such permits must be given to Building
      Management prior to commencement of such
work.

                


        

         

        
          	
                  5.

                	
                  Removal
      of construction debris or materials must be made utilizing elevator
      designated as freight.  No storage of such material outside of
      construction area will be
permitted.

                


        

         

        
          	
                  6.

                	
                  Tenant
      shall be responsible for any violations or fines incurred as a result of
      construction materials or debris from the work left on the
      street.

                


        

         

        
          	
                  7.

                	
                  All
      containers for storing debris must be covered and all loose material
      properly “bundled”.

                


        

         

        


        
          
            
               


            

            
              51

              
                

              

            

            
               


            

          

        

        


        CONSTRUCTION/ALTERATION
RULES (CONT’D.)

         

        
          	
                  8.

                	
                  All
      inflammable materials must be stored in sealed containers.  A
      fire extinguisher of OSHA approved type (10 lb. 2A ABC or equal) must be
      located within 10 feet of any storage area of inflammable
      materials.  In case of dispute as to storage, Owner’s
      Representative will have final determination as to permission to store
      such materials.

                


        

         

        
          	
                  9.

                	
                  Temporary
      electric connections may be made only with written approval of Owner’s
      Representative.

                


        

         

        
          	
                  10.

                	
                  All
      connections to Building’s electrical system shall be made so that all
      panel boards, switches for the main circuit breaker base controls and
      other devices of similar nature must be clearly labeled with an approved
      system of designation and a location plan shall be provided by tenant to
      Owner’s Representative showing location of such boards,
    etc.

                


        

         

        
          	
                  11.

                	
                  Temporary
      water for construction purposes may be obtained by arrangement with the
      Senior Real Estate Manager.  Connections to Building utilities
      must be approved by Owner’s Representative and conform with good Building
      construction practices.

                


        

         

        
          	
                  12.

                	
                  Toilet
      facilities for construction workers are the responsibility of the tenant
      for whom the construction/alteration is being performed for.  At
      the end of each working day, Tenant shall provide for cleaning of such
      facilities.

                


        

         

        
          	
                  13.

                	
                  Construction
      personnel shall use the service elevator at all times or at direction of
      the Senior Real Estate Manager.

                


        

         

        
          	
                  14.

                	
                  Core
      drilling, hammer drilling, shooting studs and drilling into the Building
      structure is prohibited during normal business
  hours.

                


        

         

        
          	
                  14.

                	
                  Shutdown
      of the sprinkler or smoke alarm must be coordinated with the building’s
      Senior Real Estate Manager.

                


        

         

        


        
          
            
               


            

            
              52

              
                

              

            

            
               


            

          

        

        


        CONSTRUCTION/ALTERATION
RULES (CONT’D.)

         

        
          	
                  15.

                	
                  Any
      brazing, sweating, welding, torch work or any type of other work requiring
      an open flame (“Burning”) must be performed and completed before 8:00
      a.m., Monday through Friday, excluding Building
      Holidays.  Burning may commence at 6:00 p.m., Monday through
      Friday, excluding Building Holidays.  Burning may also take
      place on weekends.  The Tenant must schedule all work with
      building management.  Tenant shall ensure that the Contractor
      performing the Burning work shall provide evidence that all workers,
      including Fire Watchers, are currently certified by the New York Fire
      Department.  Contractor shall provide copies of all current New
      York Fire Department certificates to the Tenant for whom the work is
      performed and shall make copies of same available to building management
      upon request.  Tenant shall also ensure that the Contractor
      performing the Burning work provides and maintains an adequate supply of
      fire protection, portable extinguishers and a means to communicate a
      condition in the event of an emergency.  Building management has
      the right to require Tenant to provide smoke
  eaters.

                


        

         

        
          	
                  16.

                	
                  Building
      Engineering personnel may be required to be retained during all
      construction/alteration projects, as determined by Building Management, in
      order to operate Class E system equipment, drain sprinkler piping
      etc.  Any costs for this supervision will be the sole
      responsibility of the tenant.

                


        

         

        
          	
                  17.

                	
                  To
      assist with the ability to properly close and secure a perimeter induction
      unit access cover, the installation of base molding or trim work beneath
      the perimeter induction units shall come no closer than one-half inch from
      the top of the existing base metal frame as measured when the perimeter
      induction unit cover is removed.

                


        

         

        NOTE:
Permission to work other than during normal business hours and on Saturdays and
Sundays must be obtained from Building Management.  Any costs for
personnel and/or security or use of utilities will be the sole responsibility of
the Tenant.

         

        


        
          
            
               


            

            
              53

              
                

              

            

            
               


            

          

        

        


        MINIMUM
CONSTRUCTION STANDARDS

         

        


        
          
            
               


            

            
              54

              
                

              

            

            
               


            

          

        

        


        MINIMUM CONSTRUCTION
STANDARDS

         

        
          	
                  1.

                	
                  Vertical
      Window Blinds

                


        

         

        
          	
                	
                  a)

                	
                  Window
      blinds shall be Graber G-85 Dura-Vue Track, PVC vertical vanes, 3 1/2”
      wide, white OR Bali Classics Custom Mini Blinds, aluminum alloyed
      horizontal solid slats, 1” wide, standard thickness 0,006”, color 042
      Matte White.

                


        

         

        
          	
                	
                  b)

                	
                  All
      windows must have Building Standard blinds next to the
      glass.  Tenant supplied drapes and curtains must be placed on
      the Tenant side of the blinds and shall not interfere with the operation
      of the peripheral heating/cooling
system.

                


        

         

        
          	
                	
                  c)

                	
                  No
      nail or screw holes are permitted in the window mullion
      system.

                


        

         

        
          	
                  2.

                	
                  Doors
      and Hardware

                


        

         

        
          	
                	
                  a)

                	
                  All
      corridor doors shall be 1 3/4” thick solid core wood full height with
      hardwood cherry face veneers and shall be DPC-1 “Timberland Core” by
      Weyerhaeuser, or equal with transparent finish matching Halcon Wood finish
      #CHIIS4, Light Cherry; sample is available from Owner’s
      Representative.  All interior doors shall be 1 3/4” thick solid
      core wood full height.

                


        

         

        
          	
                	
                  b)

                	
                  Door
      frames in corridors shall be painted 16 gauge welded hollow
      metal.  Use of knockdown door frames is not permitted in the
      corridors, but may be used within Tenant’s space if no fire-rating is
      required.

                


        

         

        
          	
                	
                  c)

                	
                  Corridor
      doors and frames shall be fire rated and furnished with BSA
      labels.

                


        

         

        
          	
                	
                  d)

                	
                  Hardware
      shall be Sargent, details and key way information is available upon
      request at the Building Management
Office.

                


        

         

        
          	
                	
                  e)

                	
                  Locks
      shall be keyed and master-keyed to conform to Building Management’s
      requirements.  Lockset and cylinder information: Cylinder
      requirements: Sargent LA Keyway - 6 pin. Lockset finish:
      26D.  Contact Building Management Office for keying
      requirements.

                


        

         

        
          	
                  3.

                	
                  Ceilings

                


        

         

        
          	
                	
                  a)

                	
                  Acoustical
      tile for suspended ceilings shall be light colored; dark hues are not
      permitted.  Minimum ceiling height shall be 8’ 3” high from top
      of slab.

                


        

         

        
          	
                	
                  b)

                	
                  Ceiling
      suspension system shall be exposed tee suspension system equal to
      Armstrong Silhouette 9/16” Bolt-Slot system, intermediate
      duty.  All system supporting components shall conform to New
      York City Code requirements.  Ceiling tiles shall be 2*x 2’grid
      size.

                


        

         

        


        
          
            
               


            

            
              55

              
                

              

            

            
               


            

          

        

        


        MINIMUM CONSTRUCTION
STANDARDS (CONT’D.)

         

        
          	
                  4.

                	
                  Drywall

                


        

         

        
          	
                	
                  a)

                	
                  Stud
      size shall be either 2 1⁄2” or 3 5/8” installed on 16” centers or of size
      and/or spacing as code requirements dictate.  Studs shall run
      from floor to slab above.  All demising partitions shall conform
      to NYC code requirement and have sound attenuation
    blankets.

                


        

         

        
          	
                	
                  b)

                	
                  Wallboard
      shall be 5/8” thick throughout (Fireside type where required) and
      installed vertically without horizontal joints.  Long edges
      shall be tapered on the face side, Wallboard shall extend 4” minimum above
      finished ceilings if it does not extend to the slab
      above.  Provide two diagonal braces to slab above at corridor
      door openings and on long runs (in excess of 20”-0”) of straight corridor
      partitions.

                


        

         

        
          	
                	
                  c)

                	
                  Provide
      double studs at both jambs of corridor door frames with a header runner at
      top of door frames.  Studs at corridor doorjambs and on tops of
      door frames must be screwed to runners at tops and bottoms, both
      sides.  Wallboard at corridor doorjambs shall be screwed to each
      stud of the double stud
arrangement.

                


        

         

        
          	
                	
                  d)

                	
                  Walls
      abutting mullions shall have wallboard terminate in metal trim fastened to
      terminal stud only, not to window glazing
beads.

                


        

         

        
          	
                	
                  e)

                	
                  For
      slab to slab corridor partitions, apply tape and at least one coat of
      compound to joints above the ceiling line on both sides of
      wall.

                


        

         

        
          	
                  5.

                	
                  Heating
      Ventilation and Air Conditioning

                


        

         

        
          	
                	
                  a)

                	
                  All
      automatic temperature controls will be Andover Direct Digital Controls
      (DDC) compatible with the base Building system installed by the Building’s
      BMS contractor.

                


        

         

        
          	
                	
                  b)

                	
                  All
      interior zone air distribution will be Variable Air Volume (VAV) equipped
      with Building standard Andover Direct Digital Controls
    (DDC).

                


        

         

        
          	
                	
                  c)

                	
                  Provide
      test taps/points at all VAV boxes.

                


        

         

        
          	
                	
                  d)

                	
                  HVAC
      Duct Design: In addition to your Engineer’s design and layout of the
      ductwork serving the HVAC system,, they are to include a volume damper for
      each and every diffuser.  No bottom taps, unless clearly shown
      on the submittal drawings, are permitted to be incorporated into the
      design of the renovation.

                


        

         

        


        
          
            
               


            

            
              56

              
                

              

            

            
               


            

          

        

        


        MINIMUM CONSTRUCTION
STANDARDS (CONT’D.)

         

        
          	
                	
                  e)

                	
                  Air
      Balancing: A Building Engineer must be present with the air balancer while
      they are performing this work.  Advanced written notice of at
      least three (3) business days must be provided to the Building Management
      Office.  As a minimum, the following areas must be recorded:
      Supply air at the shaft connection, Connection to your space (only if
      multi-tenanted floor).  It is understood that each diffuser will
      be measured and recorded.  In addition to the aforementioned
      items, the return air leading from your space (only if multi-tenanted
      floor) and the return air connection at the riser shaft are to be measured
      and recorded.

                


        

         

        
          	
                   
      

                	
                  f)

                	
                  Space
      temperature design: Your design engineer is to include design criteria on
      the mechanical drawings that will document the conditions under which the
      space or renovation is being designed for.  Information such as,
      but not limited to the following shall be included: Number of watts per
      square foot, number of people per square foot, total cfm for space, supply
      air temperature at diffuser, average space temperature, outside air
      temperature and outside relative
humidity.

                


        

         

        
          	
                	
                  g)

                	
                  All
      connections to the condenser water system for supplemental cooling must be
      provided with temperature and pressure gauges at the supply and return
      connections.  Wet tap connections to the Building condenser
      water risers are not permitted.

                


        

         

        
          	
                	
                  h)

                	
                  All
      supplemental cooling units must be connected to the Building’s Building
      Management System (BMS) for status
reporting.

                


        

         

        
          	
                   
      

                	
                  i)

                	
                  All
      horizontal run-outs from chilled water and condenser water risers shall be
      in copper pipe.  All connections of copper pipe to steel risers
      will utilize a di-electric fitting for corrosion
  control.

                


        

         

        
          	
                   
      

                	
                  j)

                	
                  Local
      booster circulating pumps on connections to supplemental equipment must be
      provided with a control package which ensures maintenance of a minimum
      pressure differential of 5 psi between the supply and return risers when
      the Building circulating pumps are in operation.  All pumps are
      required to maintain operation of your supplemental unit in the absence of
      the building’s condenser water
pump.

                


        

         

        
          	
                	
                  k)

                	
                  Supplemental
      condenser water lines: In order to maximize the life of your supplemental
      piping, if installed, it is required to be properly flushed and passivated
      with chemicals prior to placing the system on line.  To do this,
      the piping configuration must include all the required hose connections
      and bypass piping to permit the system to be flushed without having to
      have the unit on line.  The Building’s water treatment vendor
      will perform the flushing and passivation of the piping.  The
      cost for this shall be the direct responsibility of the
      tenant.

                


        

         

        
          	
                	
                  1)

                	
                  Perimeter
      units shall remain accessible at all times.  Twenty four (24)
      inches clear space shall be maintained in front of all
      enclosures.

                


        

         

        


        
          
            
               


            

            
              57

              
                

              

            

            
               


            

          

        

        


        MINIMUM CONSTRUCTION
STANDARDS (CONT’D.)

         

        
          	
                	
                  m)

                	
                  Provide
      drip pans with leak detection under all supplemental A/C units and
      condenser water pumps with leak detection tied into the Building’s BMS
      system.

                


        

         

        
          	
                	
                  n)

                	
                  New
      or replacement VAV boxes shall have: Exposed shaft for damper motor; pitot
      tube and sheet metal box for Andover controls.  In additional,
      each VAV box is to have its own 120VAC - 24VAC control transformer and
      power on/off switch.

                


        

         

        
          	
                	
                  o)

                	
                  Each
      Building Management System “Master Control” panel shall have a dedicated
      power supply of 120VAC.

                


        

         

        
          	
                	
                  p)

                	
                  For
      substantial mechanical alterations, as solely determined by Managing Agent
      and or Ownerships Agent, tenant shall be required to furnish and install
      floor isolation dampers in the duct work for the interior fans serving the
      area of the alterations.  The fire damper, to be located closest
      to the riser, is to be interfaced with the Fire Command
      Station.  Immediately downstream of the fire damper a second
      damper connected to the Building Management System is to be
      located.  The Building Management System program shall include
      closing the damper when the fan is off as well as being able to manually
      open the damper, via the Building Management System, by one of the on site
      Building Engineers.  Any existing fusible links are to be
      removed.

                


        

         

        


        
          
            
               


            

            
              58

              
                

              

            

            
               


            

          

        

        


        MINIMUM CONSTRUCTION
STANDARDS (CONT’D.)

         

        
          	
                  6.

                	
                  Electrical

                


        

         

        
          	
                	
                  a)

                	
                  Utilize
      a minimum wire size of #10 gauge for all home runs over 100 feet to
      minimize a voltage drop.

                


        

         

        
          	
                	
                  b)

                	
                  Neutrals
      shall be a minimum wire size of #10 gauge when neutral is a shared
      run.  When a dedicated neutral is installed, neutral wiring
      shall be a minimum of #12 gauge.

                


        

         

        
          	
                	
                  c)

                	
                  Maintain
      the integrity of any constant circuits for night lights, exit lights,
      etc.

                


        

         

        
          	
                	
                  d)

                	
                  Maintain
      the continuity of the Building fire alarm system at all
    times.

                


        

         

        
          	
                	
                  e)

                	
                  Where
      the installation utilizes portions of a previously installed system, all
      abandoned/unused branch circuits must be fully removed back to their
      source.

                


        

         

        
          	
                   
      

                	
                  f)

                	
                  All
      emergency power for lighting will be by battery
  pack.

                


        

         

        
          	
                	
                  g)

                	
                  All
      Class E equipment must be obtained from the Building’s Fire Alarm vendor
      to assure proper compatibility with the base Building
    system.

                


        

         

        
          	
                	
                  h)

                	
                  All
      Class E connections shall be performed by the Building’s Fire Alarm
      vendor.

                


        

         

        
          	
                   
      

                	
                  i)

                	
                  Retail
      stores are required by code to design, furnish and install an Individually
      Coded Fire Alarm System (“ICFAS”).  The ICFAS shall be
      interfaced with the Base Building Class “E” Fire Command Station for a
      trouble condition and an alarm condition.  In addition, Tenant’s
      Work shall include the installation of speakers which are connected
      directly to the Base Building Class “E” system and said speakers shall be
      approved by the NYCFD’s Technical Management Division.  Tenant’s
      Work shall include a sufficient quantity of speakers to ensure that all
      areas of the Retail Space including but not limited to the public areas,
      lavatories and areas only accessible to employees.  Tenant shall
      obtain a full service maintenance agreement for the ICFAS, associated
      Central Monitoring and Dispatch Agency as well as the Class “E” speakers
      and provide Owner’s Representative and Managing Agent with a fully
      executed copy of each Agreement.

                


        

         

        


        
          
            
               


            

            
              59

              
                

              

            

            
               


            

          

        

        


        MINIMUM CONSTRUCTION
STANDARDS (CONT’D.)

         

        
          	
                  7.

                	
                  Class
      “E”

                


        

         

        
          	
                	
                  a)

                	
                  All
      life safety devices to be used must be approved by the Building’s Class
      “E” vendor.  No substitution of devices may be used unless
      written permission is provided by the Owner’s Representative and the
      Building’s Class “E” vendor

                


        

         

        
          	
                	
                  b)

                	
                  A
      combination heat/smoke detector shall be installed, at the tenant’s sole
      cost, in any room/area regardless of square footage that is not protected
      by a sprinkler head.  This requirement is not intended to
      substitute a detector for a
sprinkler,

                


        

         

        
          	
                	
                  c)

                	
                  Any
      testing of new devises and automatic functions must commence and be
      completed outside the normal business hours of 8:00 a.m. to 6:00 p.m.,
      Monday through Friday, excluding Building Holidays.  Advance
      arrangements of a minimum of five (5) working days must be provided to the
      Building Management Office.  As a minimum, the following must be
      on site during the test: Building Fire Safety Director, Electrician who
      performed installation and the appropriate number off technicians from the
      Building’s Class “E” vendor.  All cost pertaining to this
      testing shall be the sole responsibility of the tenant.  Note:
      Prior to the commencement of the testing of any new device, two revised
      copies of the Class “E” documentation, including but not limited to the
      zone list shall be delivered to the Senior Real Estate
      Manager.

                


        

         

        
          	
                	
                  d)

                	
                  Each
      ansul system installed on or after January 1, 2006 must be interfaced with
      the Fire Command Station as a dedicated single
  zone.

                


        

         

        
          	
                  8. 

                	
                  Plumbing/Sprinkler/Standpipe

                


        

         

        
          	
                	
                  a)

                	
                  Provide
      insulation on all water piping.

                


        

         

        
          	
                	
                  b)

                	
                  Provide
      individual electric hot water heaters for all private pantries and
      toilets.

                


        

         

        
          	
                	
                  c)

                	
                  Galvanized
      steel pipe for domestic hot and cold water piping is not
      permitted.

                


        

         

        
          	
                	
                  d)

                	
                  Provide
      branch control valves on all runouts to fixtures or fixture
      groups.

                


        

         

        
          	
                	
                  e)

                	
                  Provide
      drip pans with leak detection under all local water heaters and connect to
      the Building’s BMS system.

                


        

         

        
          	
                   
      

                	
                  f)

                	
                  Provide
      solenoid valve to shut off water to individual water heaters in the event
      of an activated leak detector.

                


        

         

        


        
          
            
               


            

            
              60

              
                

              

            

            
               


            

          

        

        


        MINIMUM CONSTRUCTION
STANDARDS (CONT’D.)

         

        
          	
                	
                  g)

                	
                  All
      sprinkler and or standpipe repairs or improvements shall be completed
      before 8:00 a.m. or shall commence after 6:00 p.m. Monday through Friday
      excluding Building Holidays or on a weekend at any time as scheduled and
      approved by Building Management.

                


        

         

        
          	
                  9.

                	
                  General

                


        

         

        
          	
                	
                  a)

                	
                  All
      mechanical equipment, piping, switches, panels, conduits, etc. are to be
      painted in accordance with the approved Building color coding
      system.  All floors and walls in the mechanical/electrical rooms
      also are to be painted in accordance with the same
    guidelines.

                


        

         

        
          	
                	
                  b)

                	
                  Any
      work to be performed by tenant on multi-tenanted floors is subject to
      Owner’s approval.

                


        

         

        


        
          
            
               


            

            
              61

              
                

              

            

            
               


            

          

        

        


        BUILDING
PERSONNEL

         

        Building Management
Office:

         

        
          	
                  Senior
      Real Estate Manager:

                	
                  Walter
      J, Maher

                
	 	 
	
                  Assistant
      Real Estate Manager:

                	
                  To
      Be Announced

                
	 	 
	
                  Real
      Estate Services Assistant:

                	
                  Dawn
      Moore

                
	 	 
	
                  Real
      Estate Services Assistant:

                	
                  Janet
      Winter

                
	 	 
	
                  Tenant
      Services Coordinator:

                	
                  Audrey
      Halpern

                


        

         

        Building
Engineering:

         

        
          	
                  Chief
      Engineer:

                	
                  Michael
      A. Eggers

                
	 	 
	
                  Assistant
      Chief Engineer:

                	
                  Julio
      Alvarez

                
	 	 
	
                  Engineer:

                	
                  Wayne
      Garibaldi

                
	 	 
	
                  Engineer:

                	
                  Michael
      Pellegrino

                
	 	 
	
                  Engineer:

                	
                  Scott
      Lung

                
	 	 
	
                  Engineer:

                	
                  David
      Jackson

                
	 	 
	
                  Engineer:

                	
                  Timothy
      Mahoney

                
	 	 
	
                  Engineer:

                	
                  Michael
      Fleming

                
	 	 
	
                  Engineer:

                	
                  To
      Be Announced

                
	 	 
	
                  Helper:

                	
                  Anthony
      Spina

                
	 	 
	
                  Handyman:

                	
                  Joseph
      Pergolizzi

                


        

        


        
          
            
               


            

            
              62

              
                

              

            

            
               


            

          

        

        


        EXHIBIT
D

         

        HVAC
SPECIFICATIONS

         

        Base
building systems shall maintain average indoor dry bulb temperatures not less
than 68°F, whenever the outdoor dry-bulb temperature, during Business Day hours
is lower than 65°F and not lower than 0°F.

         

        Base
Building systems shall maintain average indoor dry bulb temperatures no higher
than 75°F whenever the outdoor dry-bulb temperature, during business Day hours
is higher than 65°F and not higher than 95°F, and the outdoor wet-bulb
temperature does not exceed 75°F.

         

        The
Building system will furnish an average of not less than 0.20 cubic feet per
minute of outdoor fresh air per square foot of tenant area.

         

        The above
performance specifications are based on an occupancy of not more than one (1)
person per hundred (100) square feet of tenant floor space and a office
electrical load of not more than 4.5 watts per rentable square
foot.

         

        The base
Building system is a variable air volume system which permits the tenant to
develop multiple zones in the demised space.  The perimeter system is
a single zone, two (2) pipe induction system that provides heat and cooling to
the first 15’-0” zone adjacent to the window-wall.  Induction units
can be equipped with thermostats for control of tenant area.

         

        The
Building is heated by Con Edison steam.  The base Building heating
equipment and circulation pumps are located in the sub-basement of the
Building.  Heat is delivered to the perimeter induction units which
serve the exterior zone of the 8l1 Floor Premises.  The interior zone
is heated by the base Building air system which is thermostatically controlled
by the branch duct serving the space.

         

        


        
          
            
               


            

            
              D-1

              
                

              

            

            
               


            

          

        

        


        EXHIBIT
E

        CLEANING SPECIFICATIONS -
TENANT OFFICE AREAS

         

        GENERAL
OFFICE AREAS:

         

        Nightly

         

        Flooring:

         

        Power
vacuum carpeted floor surfaces in all traffic areas moving light
furniture.  All light trash items from floor will be picked
up.

         

        Sweep and
mop all linoleum, vinyl, rubber, asphalt tile, raised flooring, tiles and other
similar flooring surfaces.

         

        Dusting:

         

        Wipe
clean all wood, metal, glass, plastic laminated office furniture surfaces of
dust, dirt and smudges including counters, railings, exposed tops of files,
bookcases, shelves, sills, ledges, chair rails, base boards and other low items
below seventy (70”) inches above the finished floor while not disturbing or
removing paper and folders on desks or file cabinets while performing these
duties and clean all clear desk tops, conference tables and other exposed
tables.  Dust all window sills as necessary.

         

        Remove
spillage, fingerprints and smudges from light switch plates and door
knobs.

         

        Spot
clean tenant signage and partitions, removing spillage, fingerprints, smudges
and any other marks.

         

        Trash
Removal:

         

        All desk
waste containers will be emptied and trash transported to collection
areas.  Contractor will comply with applicable recycling
procedures.

         

        General:

         

        Wash,
clean and sanitize all water fountains and or water coolers.

         

        Turn off
all lights as soon as possible in all areas except for those required in areas
actually being cleaned.

         

        Weekly:

         

        Vacuuming:

         

        Power
vacuum all open floor areas and areas easily accessible under
desks.

         

        Dusting:

         

        


        
          
            
               


            

            
              E-1

              
                

              

            

            
               


            

          

        

        


        Dust all
chair legs, bases of all furniture, door frames, ventilating grills, pictures,
picture frames, charts, glass covers, similar wall hangings and door jams
(inside and outside).  All aforementioned items are to be below
seventy (70”) inches above the finished floor.

         

        Dust and
spot clean all fire extinguishers.

         

        General:

         

        Damp wipe
exterior all desk waste containers.

         

        Monthly:

         

        Clean all
cleared desk tops, conference tables and other exposed tables.

         

        Wash and
clean interior and exterior of waste baskets with disinfectant
solution.

         

        Dust all
blinds.  Cloth or special blinds not easily cleaned are excluded from
this service.

         

        Quarterly:

         

        Perform
dusting of all pictures, frames, charts, graphs, door sashes, top of partitions,
book cases, shelving, ledges, HVAC supply and return grills, sills, exterior of
all lighting fixtures and other items and surfaces over seventy inches that are
not dusted in nightly services.

         

        Wash,
clean and dry one-fourth of blinds it being the intention that all blinds are
washed, cleaned annually.  Cloth or special blinds not easily washed
are excluded from this service.

         

        Perimeter
Windows:

         

        The
interior and exterior of the perimeters shall be cleaned three times per
year.

         

        BUILDING
PUBLIC AREAS:

         

        Restrooms:

         

        Landlord
shall maintain the men’s and ladies lavatories in accordance with the following
schedules.  Tenant shall be responsible for the daily, nightly and
periodic cleaning of any unisex or private lavatory.

         

        Nightly:

         

        Scour,
wash and disinfect all toilet seats (both sides), basins, bowls, urinals
(including underside of fixtures) and tile walls near sinks, urinals and
bowls.  Ensure that all surfaces (interior and exterior) are scoured,
washed and disinfected.

         

        Wipe
clean all chrome plated plumbing on fixtures, including flush rings, drains,
drain covers and overflow outlets ensuring that no abrasive or caustic chemicals
are used and that all finishes are left shining and unstreaked.  Clean
and polish all mirrors, powder shelves, glass, bright work and enamel
surfaces.

         

        


        
          
            
               


            

            
              E-2

              
                

              

            

            
               


            

          

        

        


        Sweep and
wet mop all floors using a disinfectant floor solution paying particular
attention to edges and corners.

         

        Spot
clean: doors, kick plates, handles, switch plates, partitions and walls using
disinfectant solution as necessary.

         

        Remove
all finger prints, smudges, graffiti and other marks from surfaces.

         

        Clean all
thresholds.

         

        Weekly:

         

        Dust and
wipe clean all lighting fixtures, ventilating louvers, air supply and
exhaust

         

        Machine
scrub all floors with an approved germicidal detergent solution.

         

        Wash all
partitions and doors taking care to ensure that streaking is
avoided.

         

        Monthly:

         

        Thoroughly
wash all walls, washable ceilings and interior and exterior of all waste
containers with an approved germicidal solution taking care to ensure that
streaking is avoided.

         

        Annually:

         

        Thoroughly
wash all restroom lighting fixtures, ventilating louvers, air supply and exhaust
grills with an approved solution taking care to ensure that streaking is
avoided.

         

        Public
Corridors/Elevator Lobbies:(Multi-Tenanted
Floors)

         

        Nightly:

         

        Vacuum
and spot clean all carpeted surfaces.

         

        Sweep,
damp mop or dry mop in accordance with manufacturers specifications all
uncarpeted lobby and corridor floors.

         

        Clean and
spray buff all uncarpeted flooring (excluding materials such as granite, marble
etc.).  Clean and polish all thresholds.

         

        Dust and
clean all base board ledges, moldings, window frames, frames, planters,
furniture and other similar objects.

         

        Wash,
clean and sanitize all water fountains and or water coolers.

         

        Clean and
polish all brass, stainless steel, metal and other bright work using a non-acid
polish to ensure that streaking is avoided.

         

        


        
          
            
               


            

            
              E-3

              
                

              

            

            
               


            

          

        

        


        Clean all
metal, doors, door frames, door knobs, kick plates, directional signs, saddles,
mail chutes, light switches, etc to remove finger prints, spills and other
markings as necessary.

         

        Weekly:

         

        Dust all
doors and ventilating louvers with treated cloth.

         

        Wash
doors and door frames.

         

        Pile
lift, rotary shampoo and steam extract hall carpet.

         

        Inspect
and clean fire hose cabinets, extinguishers and similar equipment.

         

        Monthly:

         

        Strip and
refinish all resilient flooring (linoleum, vinyl, rubber, asphalt tile and other
similar flooring surfaces).

         

        Hall
carpet on multi-tenanted floors will be pile lifted, rotary shampooed and steam
extracted.

         

        All fire
hose cabinets, extinguishers and similar equipment will be inspected and kept
clean.

         

        Quarterly:

         

        Wash
clean exterior surfaces of all light fixtures, diffusers, return grills and
trim,

         

        Wash
corridor walls.

         

        Dust all
vertical and horizontal surfaces higher than seventy (70”) inches above the
finished floor.

         

        


        
          
            
               


            

            
              E-4

              
                

              

            

            
               


            

          

        

        


        EXHIBIT
F

         

        FORM OF LETTER OF
CREDIT

         

        [LETTERHEAD
OF ISSUING BANK]

         

        Our
Irrevocable Letter of Credit No. S-

         

        AMOUNT:
$1,088,100.00

        ISSUANCE
DATE: __________________

        EXPIRATION
DATE: DECEMBER _, 2010

         

        BENEFICIARY:

        Hiro Real
Estate Co.

        150 East
42nd Street

        Mezzanine
Level

        New York,
New York  10017

         

        
          	
                   
      

                	
                  Re:

                	
                  IRREVOCABLE
      LETTER OF CREDIT NO. S-___

                


        

        Applicant’s
Name:       IntraLinks, Inc.

        
          	
                   
      

                	
                  Property
      Address:

                	
                  150
      East 42nd Street

                


        

        
          	
                   
      

                	
                  New
      York, New York

                


        

         

        Ladies
and Gentlemen:

         

        We hereby
establish in your favor, as Beneficiary, our Irrevocable Letter of Credit No.
S-___, in the amount of One Million Eighty Eight Thousand One Hundred and 00/100
**U.S.$1,088,100.00**, which is unconditionally (except for the conditions
contained herein) available for payment by your draft at sight drawn on
us.

         

        It is a
condition of this Letter of Credit that it shall be deemed to be automatically
extended for a period of one (1) year from the present or any future expiration
date unless we shall notify Beneficiary by written notice mailed by certified
mail, return receipt requested or overnight courier, at least 30 days prior to
such expiration date that we elect not to extend for such additional
period.  In the event we elect not to extend, the amount of this
Letter of Credit is available for payment by your sight draft drawn on
us.  In no event, however, shall this Letter of Credit be extended
beyond its final Expiration Date of September 30, 2021.

         

        We hereby
engage with Beneficiary that Beneficiary’s drawings in conformity with the terms
of this Letter of Credit will be duly honored upon presentation of Beneficiary’s
sight draft in the form of Exhibit A attached hereto at our office at 60 Wall
Street, New York, New York 10005, Attn. Global Loan Operations, Standby Letter
of Credit Unit, Mail Stop: NYC60-0926 and will be honored on the next succeeding
Banking Day (as hereinafter defined) received if presented at such office prior
to 2:00 P.M.  All drafts presented at such office after 2:00 P.M. will
be duly honored on the second next succeeding Banking Day.  For the
purposes hereof, “Banking Day” shall mean any day other than a Saturday, Sunday
or a day on which banking institutions in the state of New York are required or
authorized by law to close.

         

        


        
          
            
               


            

            
              F-1

              
                

              

            

            
               


            

          

        

        


        This
Letter of Credit is payable in multiple drafts and may be transferred by
Beneficiary (or the right to receive the proceeds of this Letter of Credit may
be assigned by Beneficiary), in each case without charge to the
Beneficiary.  This Letter of Credit is transferable one or more times,
in its entirety, but not in part, to a transferee of the
Beneficiary.  We shall not recognize any transfer of this Letter of
Credit unless an executed transfer instruction in the form of Exhibit B attached
hereto is presented to us, together with the original of this Letter of Credit
and amendments thereto, if any, upon receipt of which we shall either (i)
endorse the notice of transfer upon the Letter of Credit and return such
endorsed Letter of Credit to the transferee, or (ii) issue a new Letter of
Credit, in the same form and conditions of this Letter of Credit, directly to
the transferee, naming the transferee as Beneficiary.  Our transfer
fee is payable by the Applicant and such fee is based on 1/4% on the first
$100,000.00 and 1/8% on the amount over and above $100,000.00; provided that
Applicant’s payment of the transfer fee shall not be a condition of the
Beneficiary’s right to consummate the applicable transfer and the Issuing Bank
shall effectuate the same notwithstanding Applicant’s delay or failure to pay
the transfer fee.

         

        If a
demand for payment made by Beneficiary hereunder does not, in any instance,
conform to the terms and conditions hereof, we will notify Beneficiary on the
day of presentation by facsimile to Fax No. 212-661-0874 stating the reasons
therefor and advising Beneficiary that we are holding the documents presented at
Beneficiary’s disposal or are returning them to Beneficiary, as Beneficiary may
elect by notice to us in writing.  Upon being notified that the
purported presentation was not effected in conformity with this Letter of
Credit, Beneficiary may attempt to correct any such nonconforming demand for
payment.

         

        Except as
expressly stated herein, this undertaking is not subject to any agreements,
requirements or qualifications.  Our obligation under this Letter of
Credit is our individual obligation and is in no way contingent upon
reimbursement with respect thereto, or upon our ability to perfect any lien,
security interest or any other reimbursement.  This Letter of Credit
is not subject to offset of any kind by the Issuer, whether for claims against
you, the Applicant or any other person or entity, regardless of how such claims
arise.  This Letter of Credit may not be revoked or amended, except
for increases or extensions hereto, without Beneficiary’s written approval and
shall remain in full force and effect until it expires in accordance with the
terms hereof.

         

        If
Applicant becomes a debtor in a case under title 11 of the United States Code
(the “Bankruptcy Code”), or in any other insolvency or similar proceeding, the
obligations of Issuer to Beneficiary hereunder shall not be reduced, limited,
impaired, discharged, deferred, suspended, stayed, terminated or otherwise
affected by reason thereof or by reason of any provisions of the Bankruptcy Code
(including, but not limited to, sections 362 and 502(b) of the Bankruptcy Code),
or the provisions of any other insolvency or similar law.

         

        Except as
set forth herein, this Letter of Credit is subject to the International Standby
Practices -ISP98, International Chamber of Commerce Publication No. 590 (“ISP”)
and as to matters not governed by the ISP, shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles.

         

        


        
          
            
               


            

            
              F-2

              
                

              

            

            
               


            

          

        

         

        
          Very
Truly Yours,

        

         

         

        
          	
                  By:

                	 
      	 
      	
                  By:

                	 
      
	 
      	
                  Authorized
      Signature

                	 
      	 
      	
                  Authorized
      Signature

                
	
                  Name:

                	 
      	 
      	
                  Name:

                	 
      
	
                  Title:

                	 
      	 
      	
                  Title:

                	 
      


        

        


        


        


        
          
            
               


            

            
              F-3

              
                

              

            

            
               


            

          

        

        


        Exhibit A
to Letter Of Credit No. S-_____

         

        Form Of
Sight Draft

         

        


        
        

         

        
          	USS [Amount in
      Numbers] 	
                  Date:_________________

                


        

        Drawn
Under Deutsche Bank AG New York Branch Irrevocable Letter Of Credit No.
S-

         

        At Sight,
Pay To The Order Of [Insert Beneficiary Name] (U.S. Dollars [Amount In
Words])

         

        
          	
                  To:

                	
                  Deutsche
      Bank Trust Company Americas

                


        

        
          	
                   
      

                	
                  60
      Wall Street, 9th
      Floor

                


        

        
          	
                   
      

                	
                  New
      York, N.Y.  10005

                


        

        
          	
                   
      

                	
                  Attn:
      Global Loan Operations,

                


        

        
          	
                   
      

                	
                  Standby
      Letter Of Credit Unit

                


        

         

        


         

        
          	 	

                  ___________________________________

                  [Insert
      Beneficiary Name]

                  By
      _________________________________

                  Name
      _______________________________

                  Title
      ________________________________

                
	 	 
	 	 


        

         

                                                                      

         

        Instruction:

        Reverse
side of sight draft must bear following endorsement:

        [Insert
Beneficiary Name]

        
          By
_________________________________

          Name
_______________________________

          Title
________________________________



         

        


        
          
            
               


            

            
              F-4

              
                

              

            

            
               


            

          

        

        


        Exhibit B
to Letter Of Credit No. S-_______

         

        Deutsche
Bank Trust Company Americas

        Global
Loan Operations, Standby L/C Unit

        60 Wall
Street

        New York,
New York 10005

        Mail Stop
NYC60-0926

         

        
          	
                   
      

                	
                  Re:

                	
                  Deutsche
      Bank Trust Company Americas

                


        

        
          	
                   
      

                	
                  Irrevocable
      Letter Of Credit No. S-_________

                


        

         

        Ladies
& Gentlemen:

         

        For value
received, the undersigned Beneficiary hereby irrevocably instructs you to
transfer to:

         

        (Name And
Address Of Transferee)

         

        all
rights of the undersigned Beneficiary under the above referenced letter of
credit (the “letter of credit”) in its full.

         

        By this
transfer, all rights of the undersigned Beneficiary in the letter of credit are
transferred, subject to the terms thereof, to the transferee and the transferee
shall have the sole rights as Beneficiary thereof, including sole rights
relating to any amendments, whether increases or extensions or other amendments
and whether now existing or hereafter made.  All amendments are to be
advised direct to the transferee without necessity of any consent of or notice
to the undersigned Beneficiary.

         

        The
letter of credit is returned herewith, and we ask you to endorse the notice of
transfer on the reverse thereof and forward it directly to the transferee with
your customary notice of transfer or in exchange for the letter of credit to
issue a new letter of credit in favor of the transferee containing the same
terms and conditions as the letter of credit and to forward the new letter of
credit directly to the transferee with your customary notice of
transfer.

         

        
          
            	 
      	 
      	
                    Yours
      Very Truly

                  	 
      
	
                    Signature
      Authenticated:

                  	 
      	 
      	 
      
	 
      	 
      	
                    [Beneficiary]

                  	 
      
	 	 	 	 
	 
      	 
      	
                    By:

                  	 
      	 
      
	
                    (Bank)

                  	 
      	
                    Name:

                  	 
      	 
      
	 
      	 
      	
                    Title:

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    (Authorized
      Signature)

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


          

        

         

        Please
note that transfers will not be made that would violate (I) The Foreign Assets
Control Regulations of the United States Department of the Treasury (11) Federal
Reserve Regulations 23a and 23b and (III) Any other laws, statutes and
regulations governing the issuance of or use of letters of credit.

         

        


        
          
            
               


            

            
              F-5