EXECUTION
COPY

	 
  
	LEASE
	 




	between
	 
	11 MADISON AVENUE LLC,
	 
		Landlord
	 	
	and
	 
	YELP INC.,
	 
		Tenant
	 	
	Premises:




The entire 14th and 16th
floors
of the Building located at
11 Madison Avenue
New York, New York


NEITHER THIS DRAFT
LEASE, NOR ANY OTHER DRAFT LEASE, NOR ANY CORRESPONDENCE, WRITINGS,
COMMUNICATIONS OR OTHER DOCUMENTS DELIVERED OR EXCHANGED BETWEEN THE PARTIES
HERETO SHALL BE DEEMED TO BE AN OFFER OR AGREEMENT ON THE TERMS SET FORTH HEREIN
OR OTHERWISE, AND NO AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS AND UNTIL
EXECUTED AND DELIVERED BY BOTH PARTIES HERETO. 








Table of Contents


					Page
	ARTICLE 1	      	BUSINESS TERMS, PREMISES, TERM, RENTS	      	1
	ARTICLE 2		USE		7
	ARTICLE 3		FAILURE TO GIVE POSSESSION		12
	ARTICLE 4		CONDITION OF PREMISES		13
	ARTICLE 5		ADJUSTMENTS OF RENT		14
	ARTICLE 6		CONDOMINIUM		26
	ARTICLE 7		SUBORDINATION, NOTICE TO LESSORS AND
      MORTGAGEES		27
	ARTICLE 8		QUIET ENJOYMENT		30
	ARTICLE 9 		ASSIGNMENT AND SUBLETTING		30
	ARTICLE 10		COMPLIANCE WITH
    REQUIREMENTS		44
	ARTICLE 11 		INSURANCE		48
	ARTICLE 12 		RULES AND REGULATIONS		52
	ARTICLE 13		ALTERATIONS		53
	ARTICLE 14		TENANT’S PROPERTY		61
	ARTICLE 15		REPAIRS AND MAINTENANCE		63
	ARTICLE 16		ELECTRICITY		64
	ARTICLE 17		HEAT, VENTILATING AND
AIR-CONDITIONING		68
	ARTICLE 18		OTHER SERVICES		72
	ARTICLE 19		ACCESS, ALTERATIONS IN BUILDING FACILITIES,
      NAME		79
	ARTICLE 20		NOTICE OF ACCIDENTS		82
	ARTICLE 21		NON-LIABILITY AND INDEMNIFICATION		82
	ARTICLE 22		DESTRUCTION OR DAMAGE		85
	ARTICLE 23		EMINENT DOMAIN		87
	ARTICLE 24		SURRENDER; HOLDOVER		89
	ARTICLE 25		CONDITIONS OF LIMITATION		90
	ARTICLE 26		RE-ENTRY BY LANDLORD		92
	ARTICLE 27		DAMAGES		93
	ARTICLE 28		WAIVER		95
	ARTICLE 29		NO
      OTHER WAIVERS OR MODIFICATIONS		96
	ARTICLE 30		CURING TENANT’S DEFAULTS,
      ADDITIONAL RENT		96
	ARTICLE 31		BROKER		98
	ARTICLE 32		NOTICES		98



1 







Table of
Contents
(continued) 

					Page
	ARTICLE 33	     	ESTOPPEL CERTIFICATE	     	100
	ARTICLE 34 		ARBITRATION		100
	ARTICLE 35		NO
      OTHER REPRESENTATIONS, CONSTRUCTION, GOVERNING		
			LAW,
      CONSENTS, ATTORNEY’S FEES		101
	ARTICLE 36		PARTIES BOUND		103
	ARTICLE 37		CERTAIN DEFINITIONS AND CONSTRUCTION		104
	ARTICLE 38		ADJACENT EXCAVATION AND CONSTRUCTION; SHORING;
    VAULTS		104
	ARTICLE 39		FINANCIAL STATEMENTS		105
	ARTICLE 40		SECURITY DEPOSIT		105
	ARTICLE 41		EXTENSION OPTION		108
	ARTICLE 42		RIGHT OF FIRST OFFER		112
	ARTICLE 43		SIGNAGE		118
	ARTICLE 44		ROOF
      INSTALLATIONS		119



2 







EXHIBITS


	Exhibit A		Description of Land
	Exhibit B		Premises Floor Plans
	Exhibit C-1		Landlord’s Work
	Exhibit C-2		Tenant’s Work
	Exhibit D-1		Building Rules and
      Regulations
	Exhibit D-2		Alterations Rules and
      Regulations
	Exhibit E		Transfer Restrictions
	Exhibit F		Prohibited Uses
	Exhibit G		Cleaning
  Specifications
	Exhibit H	          	HVAC Specifications
	Exhibit I		Form of Security Deposit Letter of
      Credit
	Exhibit J		Holidays
	Exhibit K		Intentionally Omitted
	Exhibit L		Approved Contractors
	Exhibit M		Signage Plan
	Exhibit N		Certificate of
  Occupancy









INDEX OF DEFINED TERMS



	A/S Notice	      	31
	A/S
      Notice Date		31
	A/S Review Period		31
	A/S
      Subject Space		31
	A/S Term Sheet		31
	AAA		100
	Abatement Amount		78
	Abatement Commencement Date		77
	Abatement Expiration Date		77
	Abatement Period		77
	AC Service		68
	ADA		46
	Additional Rent		6
	Adjusted by CPI		53
	affiliate of Landlord		6
	Affiliated Person		42
	After Hours Freight Elevator/Loading
      Dock
	      
      Usage		73
	After Hours HVAC Service		69
	Alteration		53
	Alteration Permits		56
	Alteration Threshold		53
	Ancillary Permitted Uses		1
	Annual Condenser Water Charge		72
	Approved Working Drawings		2
	Architect		1
	Assignment Consideration		39
	Assignment Expenses		39
	AWARD		101
	Bankruptcy Event		91
	Base Expense Year		23
	Base Expenses		23
	Base Rent		1
	Base Taxes		15
	Basic Cost		65
	Board of Managers		26
	Brokers		98
	Building		1
	Building Basement Premises		1
	Building Common Areas		64
	Building Electrical Modifications		66
	Building HVAC Systems		69
	Building HVAC Units		69
	Building Standard		1
	Business Days		2
	Business Hours		60
	By-Laws		26
	Close Out Deliverables		13




	Commencement Date	      	2
	Competitor Restrictions		119
	Condominium		26
	Condominium Documents		26
	Construction Drawings		1
	Consumer Price Index		53
	Contract		3
	Contract Release Price		3
	Contractor		3
	Contractor’s Statement		86
	control		6,
      40
	controlled by		6
	controlling		6
	Controlling Interest
      Transfers		40
	CS
      Lease		23
	CS Lease Premises		23
	CS
      Lease Tenant		23
	date of the taking		88
	Declaration		26
	Decorative Alteration		53
	Deficiency		94
	Determination Date		109
	Disputing Survey		67
	Election to Lease Notice		115
	Electrical Consultant		67
	Electricity Invoice		65
	Engineers		1
	Environmental Laws		46
	Estimated Cost Schedule		4
	Event of Default		2
	Excluded Tax Lots		15
	Execution Date		2
	Existing Security Letter		107
	Expense Payment		24
	Expense Statement		24
	Expense Year		23
	Expiration Date		2
	Extension Exercise
Notice		108
	Extension Exercise Notice Date		108
	Extension Occupancy
      Requirements		109
	Extension Option		108
	Extension Term		108
	Extension Term Commencement Date		108
	Extension Term Expiration
      Date		108
	Final Space Plan		2
	Final Working Drawings		2
	Fire
      System		47
	First Class Office
    Building		2












	FMV
      Agreement	      	110
	FMV Amount		109
	FMV
      Dispute Notice		110
	Freight
      Elevator/Loading Dock Hours		73
	Freight Elevators		72
	GAAP		2
	Governmental Authority (Authorities)		2
	Hazardous
      Materials		46
	Heating Service		68
	hereby		6
	herein		6
	hereof		6
	hereto		6
	hereunder		6
	Holdover Period		90
	Holidays		2
	HVAC
      After Hours		68
	HVAC Regular
      Hours		68
	in
      full force and effect		5
	include		4
	Included Tax Lots		15
	including		4
	Incomplete Floor		12
	Insurance
      Requirements		2
	Intended Use		7
	Interest
    Rate		3
	Interim Extension Rent		111
	Land		3
	Landlord		1
	Landlord Additional
      Insureds		49
	Landlord Indemnitees		83
	Landlord
      Violations		13
	Landlord’s Option		31
	Landlord’s Option
      Notice		31
	Landlord’s Rate		65
	Landlord’s
    Work		3
	Landlord's affiliate		6
	Late Charge		97
	lease
      documents		101
	LEED		14
	Legal
      Requirements		3
	Long Term
      Sublease		32
	Maximum Supplemental HVAC Capacity	 	70
	Maximum Work
      Allowance		7
	mortgage		4
	Named
Tenant		109
	net
      effective rent		35
	NET
PROCEEDS		103
	New
      Provider		75
	Non-Landlord
      Violations		13
	Non-Renewal Space		108




	Nonstructural Alteration	      	53
	Notices		98
	Objection Notice		67
	obligations of this
Lease		4
	Occupancy Requirements		118
	Offer Determination Date		113
	Offer FMV Agreement		113
	Offer FMV Amount		113
	Offer FMV Dispute Notice		113
	Offer Rent Notice		113
	Offer Space		112
	Offer Space Effective
    Date		115
	Offer Space Notice		112
	Office Use		3
	Operating Expenses		18
	Outside Date		116
	Parent		40
	parties		6
	Periodic Payment		7
	Permits		2
	Permitted Affiliated Person		42
	Permitted Nonstructural
      Alteration		53
	Permitted Occupant		30
	Permitted Uses		3
	person		5
	persons		5
	Premises		3
	Premises Unit		26
	prevailing party		102
	Prime Rate		3
	Prohibited Uses		8
	Project Manager		3
	Proposed New Lease		117
	Real Estate Tax
Component		14
	Real
      Property		3
	Reduction Benefits		16
	Reduction Date		108
	Regulated Work		60
	Rejected ROFO Space		115
	Related Entity		40
	Related Entity Assignment		40
	Related Entity Sublease		40
	Renewal Space		108
	Rent Abatement Period		7
	Rent
      Commencement Date		3
	Rent Notice		109
	rents		6
	repair		5
	Replacement Notice		107
	Replacement Security
    Letter		107
	Required Landlord Restoration		86












	Required Net Worth	      	42
	Required Security Amount		108
	Requirements		4
	Restoration Period		86
	Restoration Work		62
	Right of First Offer		115
	ROFO
      Applicable Space		112
	ROFO Cap		112
	ROFO
      Interim Period		115
	ROOF INSTALLATIONS		119
	RSF		3
	Rules and Regulations		52
	Second A/S Notice		34
	Second A/S Notice Date		34
	Security Letter		106
	Services Abatement Event		77
	Short Term ROFO Space		113
	Short Term ROFO Term		113
	Sign		118
	Signage Plan		119
	SNDA		29
	Soft Costs		7
	Sony
      Lobby		82
	Specialty
Installation(s)		61
	Structural Alteration		54
	Subletting Consideration		39
	Subletting Expenses		39
	substantially complete		4
	Substantially Complete		4
	successor landlord		28
	superior leases		27
	superior mortgages		27
	Superior Rights		117
	Supplemental HVAC Units		70
	Takeback Sublease		32
	Tax Payment		16
	Tax
      Rate		15




	Tax
      Reduction Actions	      	18
	Tax Reduction Expenses		18
	Tax
      Statement		16
	Tax Year		15
	Taxes		14
	Tenant		1, 4
	Tenant Caused Building Alterations		47
	Tenant Party		4
	Tenant ROFO Term		112
	Tenant Work Costs		6
	Tenant’s Consultant		67
	Tenant’s Cost		65
	Tenant’s Deposit		6
	Tenant’s Expense Share		23
	Tenant’s HVAC Equipment		70
	Tenant’s Plans		55
	Tenant’s Projected Expense Payment		24
	Tenant’s Property		61
	Tenant’s Request		7
	Tenant’s Requisition
    Share		8
	Tenant’s Tax Share		16
	Tenant’s Work		13
	Term		6
	Terrace Space		11
	Third Consultant		67
	Total Cost		54
	Total Requisitioned Amount		8
	Unavoidable Delay		84
	Unavoidable Delays		84
	under common control
with		6
	Untenantability Notice		77
	untenantable		85
	Unused Premises		92
	Usage		65
	Work
      Allowance		6
	Work Allowance
Conditions		7
	Zoning Resolution		7











LEASE


     LEASE dated July 31, 2014, between 11 MADISON AVENUE LLC (“Landlord”), a Delaware
limited liability company having an office 261 Madison Avenue, 27th floor, New
York, NY 10016, and YELP
INC. (“Tenant”), a Delaware corporation having an office at 140 New Montgomery Street,
9th Floor, San Francisco, CA 94105. 

     Landlord and Tenant hereby covenant and
agree as follows: 

ARTICLE
1 

BUSINESS TERMS,
PREMISES, TERM, RENTS


     1.01 Certain Definitions and Rules of
Construction. For the purposes of this Lease: 

          (a)
“Ancillary Permitted
Uses” means the following uses
that are ancillary to Office Use provided such ancillary uses are used
exclusively by Tenant or other Permitted Occupants, and their respective
employees and invitees (including consultants, clients and guests) (and which
are not open to the general public), in connection with business being conducted
by Tenant in the Premises: one or more pantries and serveries (provided,
however, there shall be no cooking or baking of any food performed in any
pantry, except that Tenant may warm food and beverages in any pantry using
equipment such as vending machines, microwave ovens, coffee makers and hot water
dispensers that do not require any venting), storage areas, conference and
meeting rooms, training rooms, libraries, messenger and mail room facilities,
ATM kiosk, library, reproduction and copying facilities, IT rooms, word and data
processing centers, computer and communications facilities, storage rooms and
file rooms (including condensed file rooms with reinforced flooring, subject to
the provisions of Articles
13 and 14
hereof). 

          (b)
“Base Rent” means: 

              
(A) TWELVE MILLION NINE HUNDRED THIRTY-NINE THOUSAND SEVEN HUNDRED TWENTY
AND 00/100 ($12,939,720.00) DOLLARS per annum for the period commencing on the
Rent Commencement Date and ending on the day preceding the fifth
(5th) anniversary of the Rent Commencement Date, both dates
inclusive; and 

              
(B) FOURTEEN MILLION FOUR HUNDRED SIXTY-TWO THOUSAND AND FORTY AND 00/100
($14,462,040.00) DOLLARS per annum for the period commencing on the fifth
(5th) anniversary of the Rent Commencement Date and ending on the
Expiration Date, both dates inclusive. 

          (c)
“Building” means the building and other improvements located
from time to time at 11 Madison Avenue, New York, New York. 

          (d)
“Building Basement
Premises” means the entire B-1
and B-2 levels of the Building. 

          (e)
"Building Standard" means such materials, equipment, fixtures and
specifications as Landlord may uniformly elect to use from time to time as a
part of its standard construction
substantially throughout the Building, which shall be of a standard not less
than the prevailing standards at other First Class Office Buildings.


1 







          (f)
“Business Days” shall mean Mondays through Fridays, except such
days as are observed by the State or Federal government as legal holidays and
those days designated as holidays by the applicable building service union
employees contract (all of such holidays being hereinafter referred to as
"Holidays", a list of such Holidays currently observed at
the Building as of the date of this Lease is attached hereto as Exhibit J). 

          (g)
“Commencement
Date” means the date which, is
the earlier of (i) the date (which shall be no earlier than July 1, 2014) on
which possession of the Premises is delivered to Tenant in broom clean condition
with Landlord's Work therein substantially complete, and (ii) the date on which
Tenant or any other Tenant Party first occupies any portion of the Premises for
any purpose, including the commencement of Tenant’s Work, other than the taking
of measurements, space planning, inspections and other similar pre-construction
activities. Landlord may, at its option, deliver possession of each floor
comprising the initial Premises under this Lease separately, in which event the
Commencement Date shall be determined for each such floor separately in
according with the foregoing definition.

          (h)
“Event of Default” means a default under any of the terms,
covenants or conditions of this Lease on Tenant's part to observe, perform or
comply with, that remains or remained uncured after the giving of any required
notice to Tenant and the expiration of any applicable cure period, or any of the
events described in Section 25.01 of this Lease, or any other event or
occurrence designated in this Lease as an "Event of Default." 

          (i)
“Execution Date” means the date of full execution and delivery of
this Lease by both parties. 

          (j)
“Expiration Date” means the last day of the calendar month in which
occurs the date preceding the tenth (10th) anniversary of the last
Rent Commencement Date to occur for all portions of the Premises. 

          (k)
“First Class Office
Building” means a first class
multi-tenanted office building located in Manhattan of comparable size to the
Building, excluding owner occupied buildings. 

          (l)
"GAAP" means generally accepted accounting principles
in the United States of America as of the date of the applicable financial
report. 

          (m)
"Governmental Authority
(Authorities)" means all
governmental, public and quasi-public authorities, including the United States
of America, the State of New York, the City of New York and all subdivisions
thereof, including all executive, legislative and judicial bodies, agencies,
departments, commissions, boards, bureaus and instrumentalities of any of the
foregoing, now existing or hereafter created. 

          (n)
"Insurance
Requirements" means all present
and future rules, regulations, orders and other requirements of the New York
Board of Fire Underwriters, the New York Fire Insurance Rating Organization and
all other similar organizations performing the same or similar functions and
having jurisdiction or cognizance of the Building and/or the Premises, and all
requirements, obligations and conditions imposed by the carrier of Landlord's
property damage policy for the Building. 

2 







          (o)
“Interest Rate” means the Prime Rate plus two hundred (200) basis
points. 

          (p)
“Land” means the parcel of land on which the Building is
located, as more particularly described in Exhibit A annexed hereto. 

          (q)
“Landlord’s Work” means the work set forth on Exhibit C-1 annexed hereto. 

          (r)
"Legal
Requirements" means all present
and future laws, ordinances, requirements, orders, directives, rules,
resolutions, codes, and regulations of all Governmental Authorities, and the
direction or order of any public officer pursuant to law, then having
jurisdiction over the Building, Landlord and/or Tenant. 

          (s)
“Permitted Uses” means, collectively, (i) general, administrative
and executive office use consistent with a First Class Office Building (such
general, administrative and executive office use being herein referred to as
“Office Use”), and (ii) the Ancillary Permitted Uses.


          (t)
“Premises” means the following portions of the Building,
substantially where shown on the floor plans annexed hereto as Exhibit B, together with all fixtures, equipment and systems which at the
commencement of, or during, the Term (as hereinafter defined), are thereto
attached (except items not deemed to be included therein and removable by Tenant
as provided in Article
14): the entire rentable area of
the sixteenth (16th) floor which shall be deemed to contain 71,430
RSF and the entire rentable area of the fourteenth (14th) floor which shall be
deemed to contain 80,802 RSF of the Building.

          (u)
“Prime Rate” means, on any particular date, a rate per annum
equal to the rate of interest published in The Wall Street Journal as the "prime
rate," as in effect on such day, with any change in the "Prime Rate" resulting
from a change in said prime rate to be effective as of the date of the relevant
change in said prime rate; provided, however, that if more than one prime rate
is published in The Wall Street Journal for a day, the average of the prime
rates shall be used; provided, further, however, that the prime rate (or the
average of the prime rates) will be rounded up to the nearest 1/16 of 1% or, if
there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. In the event that
The Wall Street Journal ceases or temporarily interrupts publication (or
publication of a "prime rate"), then the Prime Rate shall mean the daily average
prime rate published in another business newspaper, or business section of a
newspaper, of national standing chosen by Landlord. If The Wall Street Journal
resumes publication, the substitute index will immediately be replaced by the
prime rate published in The Wall Street Journal. 

          (v)
“Real Property” means the Building and the Land. 

          (w)
“RSF” shall mean the rentable square feet or rentable
area of the Premises and/or other portions of the Building (as the case may be).


          (x)
“Rent Commencement
Date” means, subject to
Section 1.06 of this Lease, the date which is nine (9) months
following the Commencement Date (and if there are different Commencement Dates
for each full floor of the initial Premises as permitted under Section 1.01(g)
hereof, then the Rent Commencement Date for each such floor shall be the date
which is nine (9) months following the Commencement Date with respect thereto).


3 







          (y)
"Requirements" means, collectively, Legal Requirements and
Insurance Requirements. 

          (z)
“Substantially
Complete” or “substantially complete” means that the work in question is complete
substantially in accordance with the plans and specifications therefor and
applicable Legal Requirements, other than so called “punch list” items or other
minor items of work or adjustment the non-completion of which does not interfere
with the performance of, as applicable, either further alterations or the use of
the Premises for the Permitted Uses. 

          (aa)
“Tenant” means Tenant herein named or any assignee or
other successor in interest (immediate or remote) of Tenant herein named,
including any Permitted Transferee, while such Tenant or such assignee or other
successor in interest, as the case may be, is in possession of the Premises as
owner of Tenant's estate and interest granted by this Lease. In addition, in
Section 25.01 hereof, the term Tenant shall mean the then
Tenant and all predecessors-in-interest of the then Tenant under this Lease who
remain liable for all or a portion of the Tenant's obligations or liabilities
under this Lease, except that to be effect, the notice of termination described
in said Section
25.01 need only be given to the
then Tenant under this Lease. 

          (bb)
“Tenant Party” means and includes Tenant and all persons
claiming by, through and under Tenant, including subtenants, licensees and
concessionaires of any portion of the Premises, and the employees, invitees,
customers, patrons, agents and contractors of Tenant or of any such subtenants
(excluding Landlord or its designee pursuant to a Takeback Sublease and all
persons claiming by, through or under Landlord or its designee pursuant to a
Takeback Sublease), licensees or concessionaires. 

          (cc) The
term “mortgage” shall include an indenture of mortgage and deed
of trust to a trustee to secure an issue of bonds, and the term mortgagee shall
include such a trustee. 

          (dd) The
terms “include,” “including” and such as
shall each be construed as if followed by the phrase "without being limited to".


          (ee) The
term “obligations of this
Lease”, and words of like import,
shall mean the covenants to pay rent and Additional Rent under this Lease and
all of the other covenants and conditions contained in this Lease. Any provision
in this Lease that one party or the other or both shall do or not do or shall
cause or permit or not cause or permit a particular act, condition, or
circumstance shall be deemed to mean that such party so covenants or both
parties so covenant, as the case may be. Reference to performance of either
party's obligations under this Lease shall be construed as "performance and
observance". 

          (ff)
Reference in this Lease to Tenant being or not being in default hereunder or in
default under this Lease, or words of like import, shall mean that Tenant is in
or is not in, as the case may be, default in the observance or performance of,
or compliance with, one or more of the terms, covenants, obligations or
conditions on Tenant's part to observe, perform or comply with under this Lease.


4 







          (gg)
References in this Lease to Landlord having no liability to Tenant or to any
other person or being without liability to Tenant or to any other person, or
words of like import, (x) shall 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 claim or receive
damages of any kind (including consequential damages) or to be relieved in any
manner of any of its other obligations hereunder, or to be compensated for loss
or injury suffered or to enforce any other 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, except as may otherwise be expressly provided in this
Lease, and in all provisions of this Lease that provide for the indemnification
or the holding harmless of Landlord, the benefit of such provisions shall inure
to the benefit of all Landlord Indemnitees, as if the term "Landlord" included
all Landlord Indemnitees. 

          (hh) The
term “repair” shall be deemed to include restoration and
replacement as may be necessary to achieve and/or maintain good working order
and condition. 

          (ii)
Reference to termination of this Lease includes expiration or earlier
termination of the Term or cancellation of this Lease pursuant to any of the
provisions of this Lease or to any Legal Requirement. Upon a termination of this
Lease, the term and estate granted by this Lease shall end at noon of the date
of termination as if such date were the date of expiration of the Term and
neither party shall have any further obligation or liability to the other after
such termination (i) except as shall be expressly provided for in this Lease, or
(ii) except for such obligation as by its nature or under the circumstances can
only be, or by the provisions of this Lease, may be, performed after such
termination, and, in any event, unless expressly otherwise provided in this
Lease, any liability for a payment which shall have accrued to or with respect
to any period ending prior to or at the time of termination shall survive the
termination of this Lease. 

          (jj) The
term “in full force and
effect” when herein used in
reference to this Lease as a condition to the existence or exercise of a right
on the part of Tenant shall be construed in each instance to mean that the Term
has not expired, and this Lease has not been terminated or cancelled.


          (kk) Words
and phrases used in the singular shall be deemed to include the plural and vice
versa, and nouns and pronouns used in any particular gender shall be deemed to
include any other gender. 

          (ll) The
rule of ejusdem generis shall not be applicable to limit a general statement
following or referable to an enumeration of specific matters to matters similar
to the matters specifically mentioned. 

          (mm) All
references in this Lease to numbered Articles, numbered Sections and lettered
Exhibits are references to Articles and Sections of this Lease, and Exhibits
annexed to (and thereby made part of) this Lease, as the case may be, unless
expressly otherwise designated in the context. All references in this Lease or
the Exhibits or Schedules hereto shall, unless otherwise expressly provided to
the contrary, be deemed to mean this Lease, including all Exhibits and Schedules
hereto. 

          (nn) The
terms “person” and “persons”, as used in this
Lease, shall mean and include natural persons, firms, corporations,
partnerships, joint ventures, limited liability partnerships, limited liability
companies, associations and any other private or public entities, including any
government or political subdivision or agency, department or instrumentality
thereof. 

5 







          (oo) The
terms “hereby”, “hereof”, “herein”, “hereto”, “hereunder” and any similar
terms in this Lease shall be deemed to refer to this Lease in its entirety and
not solely to the particular clause of this Lease in which such term is used.


          (pp) The
terms "Landlord's
affiliate," "affiliate of Landlord," and words of like import, shall mean a person
which controls, is controlled by or is under common control with Landlord, with
the word "control" (including the derivations of the word "control," such as
"controlling", "controlled by" or "under common control with" or words of like
import), for the purpose of this definition, meaning the ability to effectively
control or direct the business decisions of the person in question. 

     1.02 Demise. Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, the Premises, for the term herein stated, for the rents herein
reserved and upon and subject to the conditions (including limitations,
restrictions and reservations) and covenants hereinafter provided. Each party
hereby expressly covenants and agrees to observe and perform all of the
conditions and covenants herein contained on its part to be observed and
performed. 

     1.03 Term. The term for which the Premises are hereby leased (such term being
herein sometimes referred to as the “Term”) shall commence on
the Commencement Date, and shall expire on the Expiration Date, or shall expire
on such earlier date upon which said term may expire or be cancelled or
terminated pursuant to any of the conditions or covenants of this Lease or
pursuant to any Legal Requirement. Promptly following the Commencement Date the
parties hereto (hereinafter sometimes referred to as the “parties”) shall enter into a supplementary agreement fixing the Commencement
Date, the Rent Commencement Date and the Expiration Date, in form reasonably
satisfactory to both parties, but either party’s failure to execute or deliver
such agreement shall in no way affect such dates or amounts. 

     1.04 Rents. The “rents” reserved under
this Lease, for the term thereof, shall be and consist of: 

          (a) The
Base Rent, all of which Tenant covenants and agrees to pay in equal monthly
installments in advance on the first day of each and every calendar month during
the Term; and 

          (b) All
such other sums of money as shall become due from and payable by Tenant to
Landlord hereunder (for default in payment of which Landlord shall have the same
rights and remedies as for a default in payment of Base Rent), such other sums
of money being herein referred to as “Additional Rent.”


     1.05 Time and Manner of Payments. (a) Tenant shall pay the Base Rent and the
Additional Rent herein reserved to Landlord at its office, or such other place,
or to such agent and at such place, as Landlord may designate by notice to
Tenant, in lawful money of the United States of America. Tenant shall pay the
Base Rent and Additional Rent herein reserved promptly as and when the same
shall become due and payable, without demand therefor and without any abatement,
reduction, deduction, setoff or claim whatsoever except as expressly provided in
this Lease. If no time period is set forth in this Lease for the payment of an
item of Additional Rent, then such item of Additional Rent shall be payable
within twenty (20) days after Tenant receives written notice demanding payment
of same. 

6 







          (b) All
Base Rent and Additional Rent payable under this Lease shall be paid by wired
funds of Tenant or electronic ACH transfers. 

     1.06 Rent Concessions. Provided and for so long as no Event of Default
has occurred and is continuing, the Base Rent shall be abated for the period
beginning on the Commencement Date and ending on the day immediately preceding
the Rent Commencement Date (the “Rent Abatement Period”).
In addition, provided and for so long as no Event of Default has occurred and is
continuing, the Base Rent shall be abated for the last month of the initial Term
of this Lease (but not the last month of any Extension Term). There shall be no
abatement of any Additional Rent (including, without limitation, Additional Rent
payable on account of electricity, Taxes or Operating Expenses) during or with
respect to the Rent Abatement Period or such last month of the initial Lease
Term. 

     1.07 No Development Rights. Tenant acknowledges that it has no rights to any
development rights, “air rights” or comparable rights appurtenant to the Real
Property or any part thereof, and consents, without further consideration, to
any utilization of such rights by Landlord and agrees to promptly execute and
deliver any instruments which may be requested by Landlord, including
instruments merging zoning lots and evidencing such acknowledgment and consent.
The provisions of this Section 1.08 shall be deemed to be and shall be construed
as an express waiver by Tenant of any interest Tenant may have as a “party in
interest”, as such quoted term is defined in Section 12-10 of the Zoning
Resolution of the City of New York (the “Zoning Resolution”), in
the Real Property or any part thereof. 

     1.08 Independent Covenants. Each and every covenant contained in this
Article shall be deemed separate and independent, and not dependent on any other
term of this Lease, and the performance of any such term by Landlord shall not
be considered to be for rent or other payment for use of the
Premises.

ARTICLE
2 

USE 

     2.01 Permitted Uses. (a) Subject to, in accordance with, and to the
extent permitted by, all Requirements and the other provisions of this Lease,
Tenant covenants and agrees that the Premises shall be used, occupied and
operated solely as and for the Permitted Uses, and for no other purpose.
Landlord represents that, as of the Execution Date, office use generally (the
“Intended Use”) does not violate (i) any Legal Requirements or
any Insurance Requirements applicable to the Building or the Premises or (ii)
any matter of record to the extent applicable to the Premises and the Intended
Use, and Landlord covenants that neither now nor in the future, shall any
Insurance Requirements or any matter of record applicable to the Premises be
deemed to materially limit or prohibit the use, occupation and operation of the
Premises and the Building for the Intended Use. Except for the proceeding
sentence, and notwithstanding that the Permitted Uses are all acceptable to
Landlord, nothing contained in this Section 2.01 or elsewhere in this Lease
shall be deemed to constitute a warranty or representation by Landlord that the
Premises may lawfully be used, occupied or operated for any of the Ancillary
Permitted Uses or that the Premises, are or will be suitable for the Permitted
Uses or any of the Ancillary Permitted Uses, Tenant hereby acknowledging that
Landlord has made no representation or warranty as to whether any portion of the
Premises may be so used, occupied or operated or whether any portion of the
Premises is or will be suitable for such uses.

7 







          (b)
Notwithstanding anything in this Lease to the contrary, no portion of the
Premises shall be used, occupied or operated, and Tenant covenants and agrees
that it will not permit any portion of the Premises to be used, occupied or
operated, by the United States Government, the City or State of New York, any
foreign government, an autonomous governmental corporation, a trade mission, the
United Nations or any agency or department of any of the foregoing, or any other
person having or who is entitled to, directly or indirectly, sovereign or
diplomatic immunity or who is not subject to service of process in New York
State or to the jurisdiction of both the State and Federal Courts located in New
York State. 

          (c)
Notwithstanding anything in this Lease to the contrary, no portion of the
Premises shall be used, occupied or operated by Tenant or any other Tenant
Party, and Tenant covenants and agrees that no portion of the Premises shall be
used, occupied or operated by Tenant or any other Tenant Party, for or as any of
the uses or operations set forth in Exhibit F to the extent
applicable to the relevant portion of the Premises as set forth therein (such
uses or operations being herein collectively referred to as the “Prohibited Uses”).

     2.02 Requirements; Certificate of Occupancy; License
and Permits. No portion of
the Premises shall be used, occupied or operated, and Tenant covenants and
agrees that it will not permit any portion of the Premises to be used, occupied
or operated, for any unlawful purpose, in violation of any provision of this
Lease or in violation of any Requirement. No portion of the Premises shall be
used, occupied or operated, and Tenant covenants and agrees that it will not
permit any portion of the Premises to be used, occupied or operated or otherwise
permit anything to be done in the Premises in violation of the certificate of
occupancy for the Building, or which requires an amendment to, or modification
of, the then certificate of occupancy for the Building. If any governmental
approval, permit or license shall be required for the proper and lawful conduct
of business in the Premises or any parts thereof (other than a certificate of
occupancy for the Building that permits the Premises to be used for general
office use), Tenant, at its cost and expense, shall duly procure and thereafter
maintain such approval, permit or license and submit the same for inspection by
Landlord. Tenant shall at all times comply with, and cause the compliance with,
the terms and conditions of each such license or permit. The use of the Premises
shall be subject to, and conditioned upon, procuring, maintaining and complying
with such licenses and permits, but the failure or inability to procure,
maintain or comply with such licenses or permits shall not relieve or release
Tenant from any of its obligations or liabilities under this Lease. 

     2.03 General Use Restrictions. (a) Tenant shall not suffer or permit the
Premises or any part thereof to be used in any manner, or anything to be done
therein, or suffer or permit anything to be brought into or kept therein, which
would in any way (i) violate any grant, lease or mortgage to which this Lease is
subordinate to the extent applicable to the Premises, (ii) violate any Legal
Requirements, (iii) make unobtainable from reputable insurance companies
authorized to do business in New York State at standard rates any fire insurance
with extended coverage, or liability, elevator or boiler or other insurance
carried by Landlord in connection with the Building, (iv) cause, or be likely to
cause, physical damage to the Building or any part thereof, (v) constitute a
public or private nuisance, (vi) impair the appearance, character or reputation
of the Building, (vii) discharge objectionable fumes, vapors or odors into the
Building air-conditioning system or into Building flues or vents not designated
to receive such fumes, vapors, or odors, or otherwise discharge same, in such
manner as may adversely affect other tenants or occupants of the Building or as
may adversely affect space outside of the Premises, (viii) impair or interfere
with any of the Building Services or the proper and economic heating, cleaning,
air-conditioning or other servicing of the Building or the Premises, or impair
or interfere with the use of any of the other areas of the Building by any other
tenants or occupants of the Building, or (ix) occasion any
unreasonable annoyance or discomfort to any tenants or occupants of the Building
or interfere with the use or occupancy of other portions of the Building in a
manner inconsistent with a first-class office building in Manhattan. 

8 











          (b) Tenant, on its behalf and on behalf of all persons
operating, using or otherwise occupying any portion of the Premises, further
covenants and agrees that Tenant shall, at Tenant’s sole cost and expense:


     (i) have
deliveries to and from the Premises done at the time, in the manner and through
the entrances reasonably designated by Landlord; 

     (ii) not to
suffer, permit, install or operate in or about the Premises any arcade-type of
amusement devices or any coin or token operated vending machine or other devices
for the sale of goods, wares, merchandise, food and beverages, including, but
not limited to, pay lockers, pay toilets, and machines for the sale of
beverages, food, candy, gum, cigarettes or other commodities or edibles (except
that the foregoing shall not prevent the installation or operation of food and
beverage vending or arcade machines for use only by the employees and invitees
(including consultants, clients and guests) of Tenant or any other Permitted
Occupant); and 

     (iii) keep the
drain, waste and sewer pipes and connections in, and servicing, the Premises
free from obstructions to the reasonable satisfaction of Landlord in compliance
with all applicable Requirements. 

          (c) (i)
Neither Tenant nor any Tenant Party shall use or obstruct, or permit to be used
or obstructed, any corridor or other space outside the Premises, for display,
sale, storage or any other purpose, or use, or permit to be used, any portion of
the Premises for housing accommodations or sleeping purposes. 

     (ii) Tenant shall
not permit noise or other sounds (including music, public address systems and
advertisements) emanating from the Premises or generated or created by the use
or occupancy of any portion of the Premises or the conduct or operation of
business therein or the operation of any equipment or systems that exclusively
service the Premises (or any portion thereof), to be audible from outside the
Premises (including the portions of the Building outside the
Premises). 

     (iii) Tenant will
not permit any odors to emanate from the Premises into any areas or space
outside of the Premises. 

     (iv) Neither Tenant nor any Tenant Party shall use the
plumbing facilities in or serving the Premises for any purpose other than that
for which they were constructed, and neither Tenant nor any Tenant Party shall
dispose of any garbage or other foreign substance therein, whether through the
utilization of so-called “disposals” or similar units, or otherwise. 

     (v) Neither Tenant nor any Tenant Party shall perform any act,
or carry on any practice, that may damage, mar, or deface the Premises or any
other part of the Building (other than Alterations performed in accordance with
this Lease). 

9 







     (vi) Tenant shall
not permit window cleaning or other maintenance and janitorial services in and
for the Premises to be performed except (A) in accordance with all applicable
Requirements, (B) by either such person(s) as shall be reasonably approved by
Landlord or, to the extent permitted pursuant to applicable Requirements, by
Tenant’s employees, and (C) during reasonable hours designated for such purposes
by Landlord. 

     (vii) Neither Tenant nor any Tenant Party shall place a load
on any floor in the Premises that (A) exceeds the floor load per square foot
that such floors were designed to carry, or (B) exceeds the floor loads
otherwise allowed by applicable Requirements. 

     (viii) In addition to the provisions of Section 13.08 below,
neither Tenant nor any Tenant Party shall knowingly take any action that would
(A) violate the union contracts, if any, affecting the Building, (B) create any
work stoppage, picketing, labor disruption, or labor dispute, or (C) interfere
with the management or operation of the Building or with the use or occupancy of
any person lawfully in and upon the Building. In the event of the occurrence of
any condition described above arising from Tenant’s exercise of any of its
rights pursuant to the provisions of this Lease, Tenant shall, immediately upon
receipt of written notice from Landlord, cease or cause to be ceased the manner
of exercise of such right giving rise to such condition. In the event that
Tenant fails to cease such manner of exercise of its rights as aforesaid,
Landlord, in addition to any rights available to it under this Lease, at law or
equity, shall have the right to injunction without notice.

          (d) Tenant
shall neither commit nor suffer, and shall use all reasonable precaution to
prevent, waste, damage or injury to the Real Property. 

     2.04 Additional Lease Restrictions.
Tenant agrees that the value of the Premises and the Building and the reputation
of the Landlord will be seriously injured if the Premises are used for any
obscene or pornographic purposes or any sort of commercial sex establishment.
Tenant shall not display (in a manner which is visible from outside the
Premises), or sell or offer to sell directly to the public, any obscene or
pornographic material from, at, in or on any portion of the Building or the
Premises, and shall not permit or conduct any obscene, nude, or semi-nude live
performances on or in the Building or the Premises, nor permit the use of any
portion of the Building or the Premises for nude modeling, rap sessions, or as a
so called rubber goods shops, or as a sex club of any sort, or as a “massage
parlor,” and Tenant shall not permit any of the foregoing uses by any Tenant
Party. Pornographic material is defined for purposes of this Lease as any
written or pictorial matter with prurient appeal or any objects or instruments
that are primarily concerned with lewd or prurient sexual activity. Obscene
material is defined here as it is in Penal Law §235.00. The foregoing provisions
of this Section shall not prohibit Tenant from preparing any advertising
materials in the Premises in connection with the business being conducted by
Tenant therein, that are used in locations and media other than at the Real
Property. 

     2.05 Use of Building Common Areas.
Tenant shall have, as appurtenant to the Premises, the non-exclusive right to
use in common with others, subject to the Building Rules and Regulations and the
other applicable provisions of this Lease, (i) the public areas of the Building,
including, without limitation, the common lobbies, corridors, stairways,
elevators and loading docks of the Building for their intended uses, and (ii) if
the Premises includes less than the entire RSF of any
floor, the common toilets, corridors and elevator lobby of such floor for their
intended uses. Tenant shall have no right to use or occupy any terraces or
setbacks of the building (the “Terrace
Space”). For so long as the Premises include
the portions of the 14th or 16th floor of the Building immediately adjacent to
the Terrace Space on such floors, no other tenant or occupant of the Building
may use or occupy such Terrace Space, provided that Landlord shall at all times
have access to the Terrace Space and may store, maintain and operate window
cleaning equipment and/or other equipment required for the maintenance or
operation of the Building thereon. For purposes of the preceding sentence, space
which is the subject of a Takeback Sublease shall not be deemed to be included
in the Premises. 

10 







     2.06 Certain Devices. Tenant shall, at
its sole cost and expense, install fire extinguishing devices as required, from
time to time, by all applicable Requirements and as approved by the Fire
Insurance Rating Organization and its successors (to the extent such devices do
not presently exist or are not in good working order), and shall, at its sole
cost and expense, keep such devices under service, and maintain such devices in
good working order, throughout the Term as so required. 

     2.07 Tenant’s Obligations Not Affected.
None of the restrictions, conditions, limitations or other provisions of this
Article 2 with respect to the use or manner of the Premises, nor the compliance
therewith by Tenant, shall in anyway relieve Tenant from its obligation to pay
rent or to perform its other obligations under this Lease or entitle Tenant to
any compensation or abatement of rent, even if Tenant could demonstrate that
compliance with any of the foregoing adversely affects the operation of its
business in the Premises. 

     2.08 Certificate of Occupancy. Tenant
will not at any time use or occupy the Premises in violation of the certificate
of occupancy then issued for the Building. A copy of the current certificate of
occupancy is attached hereto as Exhibit
N. Tenant may, at Tenant’s sole cost and
expense, from time to time, modify the certificate of occupancy for the
Premises, solely to permit a use by Tenant that is permitted under this
Article 2
but that is not currently permitted under the existing certificate of occupancy,
provided that such modification (i) does not permit uses other than those
permitted under Article 2 of this Lease and (ii) does not affect the certificate of
occupancy for the Building other than with respect to the Premises. Tenant shall
use an expediter for such purpose approved in writing in advance by Landlord
and, at Landlord’s option, any such modification shall be coordinated with
Landlord or any other tenant in the Building then seeking an amendment to the
certificate of occupancy for the Building. Prior to Tenant’s application to
change the certificate of occupancy, Tenant shall seek Landlord’s consent, which
consent shall not be unreasonably withheld, conditioned or delayed. Landlord
shall, upon request by Tenant and at Tenant’s sole cost and expense, promptly
execute and deliver (or cause to be executed and delivered) all factually
correct and lawful applications and consents required by Legal Requirements to
be filed in order to enable such amendment to the certificate of occupancy to be
obtained. Subject to the terms of this Lease, Landlord agrees to cooperate with
Tenant, at Tenant’s sole cost, in amending the certificate of occupancy as
permitted hereunder. 

11 







ARTICLE 3

FAILURE TO GIVE
POSSESSION 

     3.01 No Effect on Lease. If, for any
reason whatsoever, the Premises or any additional space to be included within
the Premises shall not be available for occupancy by Tenant in the
condition required by this Lease on the specific date or anticipated date herein
designated for the commencement of the Term or for the inclusion of such space
in the Premises for any reason whatsoever, then this Lease shall not be affected
thereby but, in such case, the Commencement Date with respect to the Premises,
and the effective date of the inclusion within the Premises of any additional
space, as the case may be, shall be deemed to be postponed until the date when
the Premises or the additional space, as the case may be, shall be available for
occupancy by Tenant, and Tenant shall not be entitled to possession of the
Premises or the additional space until the same are available for occupancy by
Tenant; provided, however, that, except as provided in the immediately following
sentence, Tenant shall have no claim against Landlord, and Landlord shall have
no liability to Tenant by reason of any such postponement, and the parties
hereto further agree that any failure to have the Premises or such additional
space available for occupancy by Tenant shall in no way affect the obligations
of Tenant hereunder nor shall the same be construed in any way to extend the
Term. The foregoing notwithstanding, if the Commencement Date for either floor
of the initial Premises hereunder does not occur on or before August 1, 2014 for
any reason other than a delay caused by Tenant or any Tenant Party or
Unavoidable Delay, then (i) the Rent Commencement Date for such floor shall be
extended by one day for each day from (and including) August 1, 2014, and ending
on the day immediately preceding the Commencement Date therefor as provided in
Section 1.01(x) hereof (i.e., if the Commencement Date occurred on August 5,
2014 for example, the Rent Commencement Date would be nine (9) months after
August 5, 2014), and (ii) if the Commencement Date for either such floor does
not occur on or before September 1, 2014, for any reason other than a delay
caused by Tenant or any Tenant Party or Unavoidable Delay, then, in addition to
the provisions of clause (i) of this sentence, Tenant shall be entitled to a
credit against the Base Rent in the amount of (x) $18,816.90 per day in the case
of the 14th floor, and (y) $16,634.38 per day in the case of the 16th floor, for
each day from (and including) September 1, 2014 to (and including) the date
immediately preceding the Commencement Date. Notwithstanding anything to the
contrary contained herein, if the Commencement Date for either such floor (an
“Incomplete Floor”) has not otherwise occurred on or before October 1, 2014 for any
reason, then (A) the Commencement Date for such Incomplete Floor shall be
October 1, 2014 for all purposes (including for purposes of determining the
extension of the Rent Commencement Date and the rent credit provided for in the
immediately preceding sentence to which Tenant is entitled for such Incomplete
Floor), (B) Tenant shall accept the Premises in their “as is” condition, and
shall promptly and diligently complete the Landlord’s Work remaining incomplete
on October 1, 2014, and (C) Landlord shall reimburse Tenant for Tenant’s actual
and reasonable cost of completing Landlord’s Work on such Incomplete Floor.
Landlord's payment shall be due within thirty (30) days after receipt of
Tenant's bill therefor accompanied by reasonable evidence that Tenant has
incurred and paid the costs so billed. If Landlord fails to reimburse Tenant for
the actual and reasonable costs incurred by Tenant to complete any such
Landlord’s Work within thirty (30) days from the date of Tenant's written demand
therefor, Tenant may offset such costs from the next installment or installments
of Base Rent due under this Lease together with interest on such unreimbursed
costs at the Interest Rate, such offset right to be exercisable upon written
notice from Tenant to Landlord; provided however, Tenant may not offset more
than twenty-five (25%) percent of any monthly installment of Base Rent. This
Section 3.01 shall be deemed to be an express provision to the contrary of
Section 223-a of the Real Property Law of the State of New York and any other
Requirement of like import now or hereafter in force. 

12 







ARTICLE 4 

CONDITION OF
PREMISES 

     4.01 (a)
Landlord shall perform Landlord’s Work in the manner and subject to the
provisions of Exhibit C-1 attached hereto and made a part hereof. Landlord’s Work shall
be deemed to have been Substantially Completed (subject to Landlord’s obligation
to complete same) even though minor details or adjustments may not then be
completed. The taking of possession of the Premises by Tenant for the
performance of Tenant’s Work (or the completion of Landlord’s Work pursuant to
Section 3.01 hereof) or for the conduct of business or for any other reason
whatsoever shall be deemed an acceptance of the Premises and Substantial
Completion by Landlord of Landlord’s Work (except as otherwise expressly
provided in Section 3.01 hereof). Notwithstanding anything to the contrary
contained in this Lease, in the event that the Commencement Date is delayed by
reason of delays caused or occasioned by Tenant, Tenant agrees that at
Landlord’s option the term of this Lease and Tenant’s obligations shall commence
on the date that this Lease would have commenced had the Commencement Date not
been so delayed by Tenant. Other than Landlord’s obligation to perform
Landlord’s Work and pay the Work Allowance (as defined in Exhibit C-2) in
accordance with, and subject to, the provisions of Exhibit C-2, Landlord shall have
no obligation to perform any work, supply any materials or incur any cost in
preparing the Premises for Tenant’s occupancy, and Tenant shall accept
possession and occupancy of the Premises on the Commencement Date in their then
“AS-IS” condition and state of repair, subject to any and all defects therein,
latent or otherwise. Any installations, materials and work which may be
undertaken by or for the account of Tenant to equip, decorate and furnish the
Premises for Tenant’s initial occupancy thereof (hereinafter referred to as
“Tenant’s Work”) shall be performed in accordance with Exhibit C-2 at Tenant’s sole cost
and expense (except for Landlord’s obligation to perform Landlord’s Work and pay
the Work Allowance in accordance with, and subject to, the provisions of
Exhibit C-2), in accordance with the terms, covenants and conditions set forth in
this Lease, including, without limitation, Articles 13 and 14 hereof.

          (b)
Landlord shall cure (promptly following receipt of notice from Tenant) any
existing New York City Department of Buildings or other municipal agency
violations which were caused by Landlord (as contrasted with any violations
which are caused by other tenants or occupants of the Building, hereinafter
called “Non-Landlord
Violations”) and are outstanding against the
Building and which prevent Tenant from receiving any governmental permits
required for the performance of Tenant’s Work (“Landlord Violations”). In the event
(i) Landlord fails to cure any Landlord Violation within ten (10) days after
receipt of notice from Tenant (which cure period shall be extended on a day for
day basis to the extent Landlord is prevented from curing such violation by
reason of delay caused by Tenant or any Tenant Party, or if such cure is not
susceptible to being cured within ten (10) days, if Landlord is diligently
pursuing the cure), and (ii) Tenant is actually delayed in completing Tenant’s
Work and occupying the Premises as a result of a Landlord Violation, then the
Rent Commencement Date shall be extended by one day for each day Tenant is
actually delayed in completing Tenant’s Work and occupying the Premises as a
result of a Landlord Violation. Landlord agrees to use commercially reasonable
efforts to cause the responsible tenant or occupant of the Building to cure any
Non-Landlord Violations.

13 







          (c) Except
to the extent submitted to Landlord pursuant to Section 4.02 below, within a
reasonable time after the completion of the Tenant’s Work, Tenant shall deliver
to Landlord the following items (the “Close
Out Deliverables”): 

(i) copies of paid receipted invoices from the contractors and
subcontractors who performed the Tenant’s Work, and from the materialmen and
suppliers who supplied the materials and supplies for the Tenant’s Work; 

(ii) a certificate from Tenant’s architect that
(1) all Tenant’s Work has been Substantially Completed substantially in
accordance with the Tenant’s Plans and revisions thereto theretofore approved by
Landlord; (2) to the best of such architect’s knowledge, after due inquiry,
there are no violations or liens pending as a result of any of the Tenant’s
Work; and (3) all Tenant’s Work has been paid for in full; 

(iii) final lien
waivers from the general contractor or construction manager and each contractor,
subcontractor, materialman and supplier to the extent of the amount paid to such
parties and a general release in favor of Landlord from the general contractor
or construction manager; and 

(iv) in respect of
all Tenant’s Work, three (3) copies of as-built drawings (in hard copy/blueprint
format and in the latest version of AutoCAD format (or such other format as may
be approved by Landlord)), and three (3) copies of balancing reports, operating
manuals, maintenance logs, warranties and guaranties, sign-offs and inspection
reports. 

     4.02 Tenant, at Tenant’s sole cost and
expense, may obtain a certification by the U.S. Green Building Council under the
Leadership in Energy and Environmental Design Rating System (“LEED”). Landlord may also
attempt to obtain LEED certification for the Building. Landlord and Tenant shall
discuss and cooperate with one another, without cost or expense to the
cooperating party, to obtain a potential LEED Certification for the Building
and/or the Premises and establish appropriate goals with respect thereto. Any
failure for any reason by Landlord or Tenant to obtain or maintain any LEED
certification shall be without liability to Landlord or Tenant and shall not
constitute a default by Landlord or Tenant hereunder. As of the date of this
Lease, the Building is Energy Star rated. 

ARTICLE 5 

ADJUSTMENTS OF
RENT 

     5.01 Certain Definitions re: Taxes. For
the purpose of this Lease: 

          (a)
“Taxes”
means the aggregate amount of (i) all real estate taxes that are imposed upon
the Real Property (or any interest therein or portion thereof) or upon an owner
of an interest of the Real Property or are otherwise payable with respect to the
Real Property, and, in all such cases, are payable, directly or indirectly, by
Landlord in respect of any Tax Year (the real estate tax component of
“Taxes” is
herein after referred to as the “Real Estate
Tax Component.”), plus (ii) all general and
special assessments that are imposed upon the Real Property (or any interest
therein or portion thereof) or upon an owner of an interest of the Real Property
or are otherwise payable with respect to the Real Property, and, in all such
cases, are payable in respect of any Tax Year after the Base Tax Year,
including, in the case of any general or special assessments, (x) assessments
imposed or made upon or with respect to any “air” and “development” rights now
or hereafter appurtenant to or affecting the Real Property, and (y) all charges
and fees imposed by any business improvement district or other civic or
community organization (whether payment thereof is voluntary or required by
law), plus (iii) all fees, taxes, assessments and/or
charges imposed by any Governmental Authority for any vaults, vault space or
other space within or outside the boundaries of the Real Property and for water
and sewer. If at any time during the Term the Real Property (or any portion
thereof) is subject to any Reduction Benefits (as such term is defined in
subsection 5.01(h) below), including the Base Taxes, then “Base Taxes” and “Taxes” shall be
determined as if the Reduction Benefits did not exist. If at any time after the
date of this Lease the methods of taxation prevailing on the date of this Lease
shall be altered so that in lieu of or as an addition to or as a substitute for
the whole or any part of the taxes, assessments, levies, impositions or charges
now levied, assessed or imposed on real estate and the improvements thereon,
there shall be levied, assessed or imposed (A) a tax, assessment, levy,
imposition or charge wholly or partially as capital levy or otherwise on the
rents received therefrom, or (B) a tax, assessment, levy, imposition or charge
measured by or based in whole or in part upon the Premises, or (C) a license fee
measured by the rents payable by Tenant to Landlord, then all such taxes,
assessments, levies, impositions or charges, or the part thereof so measured or
based, shall be deemed to be included within the term “Taxes” for the purposes
hereof. The term “Taxes” shall not include any income, franchise, transfer,
inheritance, sales, estate, capital stock or other similar tax imposed on
Landlord unless, due to a future change in the method of taxation, an income,
franchise, transfer, inheritance, capital stock or other tax shall be levied
against Landlord in substitution for any tax or increase therein which would
otherwise constitute “Taxes”, as defined in the first sentence of this
subsection (a), in which event such income, franchise, transfer, inheritance,
capital stock or other tax shall be deemed to be included in the term “Taxes”.
If any assessment is paid by Landlord in installments, then same shall be deemed
payable in the maximum number of installments payable by law only the
installments so payable by Landlord in a given Tax Year (together with any
interest thereon payable to the assessing authority by reason of the payment of
same in installments) shall be included in “Taxes” for such Tax
Year.

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          (b)
“Tax Rate”
means the tax rate applicable to the Real Property as established from time to
time by the applicable Governmental Authority for the purposes determining the
real estate taxes payable in respect of the Real Property; 

          (c)
“Tax Year”
means the fiscal year for which Taxes are levied by the applicable Governmental
Authority; 

          (d)
“Base Taxes” means the average of the Taxes, as finally determined, for the 2014/2015
Tax Year and the 2015/2016 Tax Year. 

          (e) For so
long as the Building and the Land are subject to condominium ownership (as more
particularly described in Article 6 hereof), notwithstanding anything to the
contrary contained herein, the term “Real Property,” as used in Sections 5.01
through 5.04 hereof, shall mean the aggregate of all of the tax lots comprising
the Building and the Land which are from time to time owned by Landlord (or an
affiliate of Landlord) (the “Included Tax
Lots”) and shall exclude any tax lots
comprising the Building and the Land which are not owned by Landlord (or an
affiliate of Landlord) (the “Excluded Tax
Lots”). Landlord anticipates that, as of the
Commencement Date, (a) the Building and the Land will be subject to condominium
ownership, and (b) all tax lots comprising the Land and the Building will be
Included Tax Lots. Notwithstanding the foregoing, if at any time (or from time
to time) after the Commencement Date one or more of the tax lots then comprising
the Included Tax Lots is sold or transferred to a party other than Landlord (or
an affiliate of Landlord) or one or more of the tax lots then comprising the
Excluded Tax Lots is sold or transferred to Landlord (or an affiliate of
Landlord), then from and after the first day of the Tax Year immediately
succeeding the Tax Year in which ownership of the
Included Tax Lots or Excluded Tax Lots in question was sold or transferred, the
tax lots comprising the Real Property for purposes of calculating Taxes for all
purposes hereunder (including Base Taxes) shall be adjusted to reflect only
those tax lots then comprising the Included Tax Lot; provided however, in no
event shall Tenant’s Tax Payment be increased by reason of the sale or transfer
of any condominium unit in the Building (other than a transfer of all
condominium units in the Building) to a party other than Landlord, and at all
times Tenant’s Tax Payment shall be determined as if such sale or transfer had
not occurred and that all the tax lots comprising the Land and Building are
Included Tax Lots. 

15 







          (f)
Subject to the provisions of Section 9.03(b) hereof, “Tenant’s Tax Share” means the quotient (expressed
as a percentage) obtained by (x) dividing the RSF of the Premises, by (y) the RSF of the Building (exclusive of Building mechanical
space and exclusive of fifty (50%) percent of the rentable area of the Building Basement Premises), which Landlord and Tenant
agree is 2,149,131 RSF. Tenant’s Tax Share will initially be 7.0834 percent (7.0834%), which Tenant’s Tax Share is subject
to equitable adjustment from time to time if the composition of the Premises changes, including, by way example and not limitation,
as a result of the exercise of any right by Tenant pursuant to Article 42 hereof. Notwithstanding the foregoing, if for
any period during the term of this Lease, Landlord (or an affiliate of Landlord) shall not own all of the condominium units comprising
the Building and Land, then for such period “Tenant’s Tax Share” shall mean the quotient (expressed as a
percentage) obtained by (x) dividing the RSF of the Premises by (y) the RSF of the condominium units comprising the Building and
Land which are owned by Landlord (or an affiliate of Landlord) (exclusive of any Building mechanical space located therein and
exclusive of fifty (50%) percent of the rentable area of the Building Basement Premises located in such condominium units, if
any). 

          (g)
“Tax Payment” means an amount equal to (i) Tenant’s Tax Share, multiplied by (ii) the
amount, if any, by which the Taxes for the subject Tax Year exceeds the Base
Taxes, but in no event shall the Tax Payment be less than zero. 

          (h)
“Reduction Benefits” means any real estate tax exemption, abatement, deferral,
reduction or benefit having the effect of reducing or deferring Taxes or
reducing the assessed valuation of the Real Property (or any portion thereof) or
the Tax Rate. “Reduction Benefits” shall not include any reduction in Taxes or
the assessed valuation of the Real Property attributable to tax certiorari or
similar proceedings or any city-wide general reduction in Taxes in New York
City. 

     5.02
Tenant’s Tax Payment. For each Tax Year that occurs (in whole or in part) during
the Term commencing with the 2015/2016 Tax Year and continuing thereafter
throughout the term of the lease, Tenant shall pay, as Additional Rent, the Tax
Payment for each such Tax Year and for each and every Tax Year thereafter, as
more particularly provided in subsection 5.03(a) below. 

     5.03 Tax Statements. (a) After Landlord
receives the tax bill or notice of assessment for the subject Tax Year, Tenant
shall be furnished with a statement, which statement shall be accompanied by the
tax bill or notice of assessment for the subject Tax Year and shall set forth
the Tax Payment for the subject Tax Year. Each statement, notice and bill given
or furnished by, or on behalf of, Landlord under this Article is hereinafter
called a “Tax Statement.” The Tax Payment for each Tax Year shall be paid in the same
number of installments, and in the same proportion, that real estate taxes are
payable to the applicable Governmental Authority, but at least thirty (30) days
prior to the dates on which the corresponding installments of real estate taxes
are payable to the applicable Governmental Authority. As of the date of this
Lease, real estate taxes are payable to the applicable
Governmental Authority in two (2) equal semi-annual installments due on July 1
and January 1, so that as of the date of this Lease, the Tax Payment would be
payable in two (2) equal installments no later than June 1 and December 1. If at
any time or from time to time during the Term, real estate taxes are required to
be paid to the applicable Governmental Authority in monthly or other
installments and/or on any other date or dates than as presently required and/or
in other than equal proportions, then Tenant’s installments of its Tax Payment
shall be correspondingly accelerated so that said payments are payable, in the
same proportion as the payment of real estate taxes, thirty (30) days prior to
the date(s) that real estate taxes are payable to the applicable Governmental
Authority.

16 







          (b) If the
Taxes for the subject Tax Year are increased or decreased after a Tax Statement
therefor has been given to Tenant, or if the Base Taxes are increased or
decreased after Tax Statement for a Tax Year has been given to Tenant, or if the
Tax Statement for the subject Tax Year sets forth the Tax Rate for the prior Tax
Year because the Tax Rate for the subject Tax Year had not been established (and
Landlord notified Tenant thereof) by the date such Tax Statement was given to
Tenant (which Landlord has the right to do) or for any other reason, then
Landlord shall give Tenant a revised Tax Statement for the subject Tax Year
(reflecting, where applicable, the correct Tax Rate) and the Tax Payment for the
Tax Year in question shall be adjusted accordingly. If the revised Tax Statement
is given to Tenant after Tenant has paid the Tax Payment for the subject Tax
Year based on a prior Tax Statement, then Tenant shall, within thirty (30) days
after the date the revised Tax Statement is given to Tenant, pay to Landlord an
amount equal to the difference between the Tax Payment theretofore paid by
Tenant for the subject Tax Year and the Tax Payment indicated in the revised Tax
Statement (if the Tax Payment indicated in the revised Tax Statement for the
subject Tax Year is greater than the Tax Payment theretofore paid by Tenant for
the subject Tax Year), or, together with the revised Tax Statement for the
subject Tax Year, Landlord shall credit or refund (at Landlord’s election) to
Tenant the difference (less any amounts of other rents then owing to Landlord)
between the Tax Payment theretofore paid by Tenant for the subject Tax Year and
the Tax Payment indicated in the revised Tax Statement for the subject Tax Year
(if the Tax Payment theretofore paid by Tenant for the subject Tax Year is more
than the Tax Payment indicated in the revised Tax Statement for the subject Tax
Year). 

          (c) Every
Tax Statement (including revised Tax Statements) given to Tenant shall be
conclusive and binding upon Tenant, unless Tenant shall notify Landlord within
one hundred eighty (180) days after the Tax Statement in question is given to
Tenant that Tenant disputes the correctness of the computations made thereon,
specifying the particular respects in which such computations are claimed to be
incorrect. Pending the resolution of such dispute, Tenant shall, within thirty
(30) days after it is given such disputed Tax Statement, pay any Additional Rent
due in accordance therewith, but such payment shall be without prejudice to
Tenant’s position. 

     5.04 Additional Provisions re: Taxes.
(a) Notwithstanding the fact that the Tax Payment is measured by an increase in
Taxes, such increase is Additional Rent and shall be paid by Tenant as herein
provided regardless of the fact that Tenant may be exempt, in whole or in part,
from the payment of any taxes by reason of Tenant’s diplomatic or other tax
exempt status or for any other reason whatsoever. 

          (b) In no
event whatsoever shall the Base Rent be reduced below Base Rent amounts set
forth in subsection 1.01(b). 

17 







          (c) In the
event that the holder of any superior mortgage or the lessor of any superior
lease (as such terms are defined in Article 7 hereof) shall require advance
payments or deposits from Landlord on account of real estate taxes, then Tenant
shall make advance payments or deposits of the Tax Payment with Landlord, or, at
Landlord’s option, directly with such holder or lessor, in the same number of
payments or deposits, and in the same proportions, as Landlord is required to
make or deposit with such holder of lessor, except that any payments or deposits
to be made by Tenant under this subsection (c) shall be made thirty (30) days
prior to the date Landlord is required to make such payments or deposits to the
holder of the superior mortgage or the lessor of the superior lease. 

          (d) Only
Landlord shall be eligible to contest the Taxes or the assessed valuation of the
Building or the Land, or to institute tax reduction or other proceedings to
reduce the Taxes or such assessed valuations, or to negotiate for a reduction in
such assessed valuations prior to the issuance of a tax bill or notice of
assessment (all of the foregoing being collectively referred to as the
“Tax Reduction Actions”). If Landlord takes any Tax Reduction Action, then Tenant
shall pay to Landlord for any Tax Reduction Action, within thirty (30) days
after Landlord’s demand therefor, Tenant’s Tax Share of the actual and
out-of-pocket costs and expenses (including reasonable attorneys’ fees and
disbursements) incurred or paid by Landlord in taking the Tax Reduction Action
(such costs and expenses being herein referred to as the “Tax Reduction Expenses”).
If by reason of any Tax Reduction Actions, (i) for the Real Estate Tax Component
of Taxes, the actual assessed valuation of the Real Property and/or the Tax Rate for
such Tax Year is reduced for a Tax Year in respect of which Tenant has made a
Tax Payment, or (ii) for any other component of Taxes, Landlord receives a
refund of Taxes for a Tax Year in respect of which Tenant has made a Tax
Payment, and Tenant is not then in default under this Lease after receipt of
written notice and the expiration of any applicable cure period, the Taxes and
the Tax Payment for the Tax Year in question shall be recalculated and Landlord
shall reimburse to Tenant the difference between the amount of Tax Payment
theretofore paid by Tenant for the Tax Year in question and the amount of the
recalculated Tax Payment, less Tenant’s Tax Share of the Tax Reduction Expenses
attributable to such reduction and/or refund (to the extent not previously
paid), and less any amounts of other rents then owing to Landlord.

     5.05 Certain Definitions re: Operating Expenses. For the purpose of this Lease: 

          (a)
"Operating Expenses" means expenses incurred or paid by Landlord (which includes
Landlord's affiliates for the purposes of, and subject to, this Section 5.05) or on
Landlord's behalf (either directly, by the Board of Managers (as defined in
Section 6.02 below) of the Condominium (as defined in Section 6.01 below) of which the
Premises are apart, or otherwise) in connection with the operation, management,
maintenance and repair of the Real Property and otherwise to observe, perform
and comply with all of its obligations under this Lease, including the
following:

     (i) Salaries,
wages, medical, surgical and general welfare benefits (including group life
insurance), pension payments and other fringe benefits of employees of Landlord
or Landlord’s managing agent engaged in the operation and maintenance of the
Building for any employees at the level of building manager or lower (the
salaries and other benefits aforesaid of such employees servicing the Building
shall be comparable to those of employees servicing buildings similar to the
Building, located in the Borough of Manhattan, and if such employees shall
service other buildings, only the share, as reasonably allocated by Landlord, of the salaries and benefits representing
compensation for work in the Building shall be included in “Operating
Expenses”); 

18 







(ii) Payroll taxes, worker’s compensation, uniforms and dry
cleaning for the employees referred to in subdivision (i); 

(iii) The cost of
all charges for steam, heat, ventilation, air conditioning and water (including
sewer rental) furnished to the Building and/or used in the operation of all of
the service facilities of the Building and the cost of all charges for
electricity furnished to the public and service areas of the Building and/or
used in the operation of all of the service facilities of the Building including
any taxes on any of such utilities; 

(iv) All charges
and premiums for insurance in respect of the Real Property and/or Landlord’s
interest therein, including liability, property damage and loss rent insurance;


(v) The cost of
cleaning all portions of the Building and of all building and cleaning supplies
for all portions of the Building and charges for the telephone for the Building;


(vi) The cost of
all charges for management (as provided in subsection
5.05(a)(x) below), security, cleaning and service contracts for the Building,
provided, however, that if any such management, security, cleaning or other
services are provided by affiliates of Landlord, same, for the purposes of
inclusion in “Operating Expenses,” shall not be in excess of the competitive
charges for the same service then being paid by owners or managing agents of
similarly situated comparable buildings in Manhattan; 

(vii) The cost of
rentals of capital equipment designed to result in savings or reductions in
Operating Expenses; 

(viii) The cost
incurred in connection with the maintenance and repair of the Building;


(ix) Expenditures
for Capital Items (hereinafter defined) but only to the extent permitted under
Section 5.05(d)(v) below; and 

(x) For each
calendar year or portion thereof occurring during the Term (including the Base
Year), a management fee of three percent (3%) of all rents and other charges
collected from tenants or other permitted occupants of the Building during such
calendar year (or which would have been collected if the Building was one
hundred percent (100%) occupied with tenants paying rent as provided under their
respective leases for the entire year), regardless of the actual management fee,
or increases in the actual management fee, incurred by Landlord during such
calendar year or portion thereof.


          (b)
Landlord may use related or affiliated entities to provide services (including
management services) or furnish materials for the Building, provided that,
subject to Section 5.05(a)(x) above, the rates or fees charged by such entities
are reasonably competitive with those charged by
unrelated or unaffiliated entities in the same area in the Borough of Manhattan
as the Building, for the same services or materials; 

19 







          (c)
Wherever in this Lease it is provided that a service or repair or other item is
to be at Landlord’s cost or expense (or at Landlord’s sole cost or expense), the
cost of such service or repair or other item, as the case may be, shall
nevertheless be includible in Operating Expenses (subject to any specific
limitations or exclusions provided for in this Article), unless such other
clause specifically provides that the cost of such service or repair or other
item, as the case may be, shall not be includible in Operating Expenses;


          (d)
“Operating Expenses” shall exclude or have deducted from them, as the case may
be, and as shall be appropriate: 

(i) Taxes; 

(ii) Leasing and
brokerage commissions in connection with leasing or attempting to lease space in
the Building; 

(iii) Salaries,
fringe benefits and other compensation of personnel above the grade of general
manager; 

(iv) The cost of
any electricity furnished to the Premises or any other areas of the Building
occupied or available for occupancy by tenants for purposes other than operation
of building equipment or machinery or the lighting of restrooms, shaft ways or
building machinery or fan rooms, the cost of electricity for which shall be
included in “Operating Expenses”; 

(v) Costs of items
considered capital repairs or replacements, or alterations, additions or
changes, improvements and equipment which are considered a capital expenditure
under GAAP consistently applied (''Capital
Items"), except for (A) the annual
amortization (amortized on a straight line basis over the useful life, thereof
as determined in accordance with GAAP consistently applied, except that, with
respect to a Capital Item which is of the type specified in clause (B) of this
subsection, such cost shall be amortized over such period of time as Landlord
reasonably estimates the savings in Operating Expenses will equal Landlord’s
cost for such Capital Item) of costs, incurred by Landlord after the
Commencement Date for any Capital Item installed or paid for by Landlord and
required by any new (or change in) Legal Requirements enacted or put into effect
or first becoming applicable to the Building after the Commencement Date; (B)
the annual amortization (amortized as set forth above in clause (A) hereof) of
costs of any equipment, device or capital improvement purchased or incurred as a
labor-saving measure or to affect other economics in the operation or
maintenance of the Building (provided the annual amortized costs does not exceed
the reduction in Operating Expenses actually realized, as reasonably estimated
by Landlord); or (C) expenditures for items which are ostensibly capital
improvements but which under GAAP, as applied to real estate practice, may be
expensed rather than amortized, for purposes of example and not of limitation,
painting; or (D) minor capital improvements, tools or expenditures to the extent
each such improvement or acquisition costs less than five thousand dollars
($5,000) (which amount shall be Adjusted by CPI on each anniversary of the
Commencement Date); including, in each of clauses (A) through (D) inclusive, an
interest factor equal to two (2%) percent above the
Prime Rate (as hereinafter defined) at the time of Landlord’s having incurred
the expenditure; 

20 







     (vi) The cost of items, including overtime HVAC, for which
Landlord is directly compensated by payment by tenants, or any other party
including this Tenant (except pursuant to provisions similar in intent to
Sections 5.05 through 5.11 hereof for the payment of a share of the costs of operating
the Building), which are not included in Base Rent; 

     (vii) The cost of
repairs or replacements incurred by reason of an insured fire or other casualty
(except to the extent of a commercially reasonable deductible amount in
Landlord’s insurance policies), or condemnation; 

     (viii) Advertising and promotional expenditures and any other
expense incurred in connection with the renting of space; 

     (ix) Legal and other professional or consulting fees incurred
in connection with disputes with tenants; 

     (x) Depreciation of the Building, equipment or other
improvements (except as expressly provided above with respect to Capital Items);


     (xi) Mortgage debt service (including interest and
amortization) and ground rents, and any recording or mortgage tax or expense in
connection therewith; 

     (xii) The cost to prepare a space in the Building for
occupancy by a tenant, including painting and decorating, or any cash or other
consideration paid by Landlord on account of, with respect to, or in lieu of
such preparation;

     (xiii) Costs incurred with respect to a sale of all or any
portion of the Building or any interest therein or in connection with the
purchase or sale of any air or development rights; 

     (xiv) The cost of the acquisition or installation of any fine
art (as opposed to other sculptures, paintings or objects of art that are used
to decorate the common areas of the Real Property, the cost of which shall be in
included in “Operating Expenses”);

     (xv) The cost of performing work or furnishing services to or
for any tenant other than Tenant, at Landlord’s expense, to the extent such work
or service is in excess of any work or service Landlord is obligated to provide
to Tenant or generally to other tenants in the Building at Landlord’s expense;


     (xvi) Costs to comply with violations of Legal Requirements
except to the extent such costs are non-capital costs to comply with Legal
Requirements enacted after the date hereof or for Capital Improvements installed
to comply with such Legal Requirements and such Capital Improvements would be
includable in Operating Expenses pursuant to Section 5.05(a)(ix) (but
specifically excluding interest and penalties other than interest as expressly
provided in Section 5.05(a)(ix));

21 







     (xvii) Expenses of
relocating or moving any tenant(s) of the Building, except if necessary, in
Landlord’s discretion, in connection with any repair or alteration the cost of
which is properly includable in Operating Expenses;

     (xviii) Lease takeover or take-back costs incurred by Landlord
in connection with leases in the Building;

     (xix) Costs incurred in connection with making any additions
to, or building additional stories on, the Building or its plazas, or adding
buildings or other structures adjoining the Building, or connecting the Building
to other structures adjoining the Building;

     (xx) Costs to the extent benefitting and properly allocable to
other buildings or properties owned by Landlord (it being acknowledged that if
Landlord incurs any cost which benefits any other building or property owned by
Landlord in addition to the Building, Landlord shall be permitted to, and shall,
reasonably allocate such expense between the Building and such other building(s)
or property(ies) and shall, upon request, provide Tenant with a reasonably
detailed explanation of any such allocation and reasonable documentation
supporting the same);

     (xxi) Costs that
Landlord incurs in installing (as contrasted with reading, maintaining or
repairing, provided that "repairing" as used in the clause (xxi) shall not
include replacements) submeters measuring electricity in the portions of the
Building that Landlord has leased or that Landlord is offering for lease, or
that otherwise constitute leasable space that is not used for the general
benefit of the occupants of the Building;

     (xxii) Costs
relating to withdrawal liability or unfunded pension liability under a
multi-employer pension plan (under Title IV of the Employee Retirement Income
Security Act of 1974, as amended);

     (xxiii)
Expenditures for repairing and/or replacing any defect in any work performed by
or on behalf of Landlord pursuant to the provisions of this Lease or elsewhere
in the Building, in each case to the extent expenditures for such repairs and/or
replacements are recovered by warranty for such work;

     (xxiv) Costs of
any electricity and Building HVAC and condenser water or chilled water
supplemental systems consumed in or furnished to portions of the Premises or any
other RSF in the Building leased (or available to be leased) to other tenant(s)
during HVAC After Hours, except to the extent such services (e.g., heat or
condenser water systems) are typically operated on a 24-hour per day basis in
First Class Office Buildings;

     (xxv) Any bad debt
loss, rent loss or reserves for bad debt or rent loss; 

     (xxvi) Costs and
expenses incurred by Landlord in connection with any obligation of Landlord to
indemnify any tenant (including Tenant) pursuant to its lease or otherwise or
which result from Landlord’s or any other tenant’s breach of a lease and except
to the extent such cost would otherwise be includable in Operating Expenses; and


22 







     (xxvii) Costs of
clean-up, removal or remediation of any Hazardous Materials from the Building
(other than removal of customary recyclables) and other materials typically
found in the operation of comparable First Class Office Buildings that is not
the result or by-product of construction or renovations). 

          (e)
“Base Expenses” means the Operating Expenses for the Base Expense Year, subject to the
provisions of Section 5.05(e) hereof; 

          (f) “Base
Expense Year” means the 2015 calendar year; 

          (g)
“Expense Year” means each calendar year occurring in whole or in part during the Term
hereof; 

          (h) (i) If
during all or part of the Base Expense Year or any other Expense Year, Landlord
shall not furnish any particular item(s) of work or service or perform any of
its other obligations (the cost of which would otherwise constitute an Operating
Expense hereunder) to office portions of the Building due to the fact that (A)
such portions are not occupied or leased, (B) such item of work or service is
not required by the tenant of such portion, or (C) such tenant is itself
obtaining and providing such item of work or service, then, for the purposes of
computing Operating Expenses, the amount for such item and for such period shall
be deemed to be increased to an amount equal to 100% of the costs and expenses
which would reasonably have been incurred during such period by Landlord if it
had at its own expense furnished such item of work or services to such portion
of the Building or to such tenant. The foregoing shall not result in the
Operating Expenses being greater than if the circumstances described in clauses
(A), (B) or (C) had not occurred or were not otherwise applicable. 

     (ii) In
furtherance of subsection
(g)(i) above, Landlord has advised Tenant
that, pursuant to various lease agreements between Landlord and Credit Suisse
Securities (USA), LLC or its affiliates (collectively, the “CS Lease Tenant”) (said
lease agreements, as same have been, and may hereafter be, amended, modified
and/or assigned, being herein referred to as the "CS Lease" and the premises demised
from time to time to the CS Lease Tenant under the CS Lease are herein referred
to as the "CS Lease Premises"), Landlord may or may not, at various times during the term
of this Lease, be providing to the CS Lease Tenant and/or the CS Lease Premises
all of the Building services, utilities, amenities and/or other benefits that
Landlord provides to the other tenants and occupants of the Building, including
Tenant, and, accordingly, Landlord will take into account, clauses "(A)" and
"(B)" of subsection (h)(i) above as applicable in determining the operating
expenses for the Real Property for the purposes charging Tenant its
proportionate shares of increases in operating expenses for the Real Property;


          (i) Subject
to the provisions of Section
9.03(b) hereof, “Tenant’s Expense Share” means the
quotient (expressed as a percentage) obtained by (x) dividing the RSF of the
Premises, by (y) the RSF of the Building (exclusive of Building mechanical space
and retail space), which Landlord and Tenant agree is 2,223,107 RSF. Tenant’s
Expense Share will initially be 6.8477 percent (6.8477%), which Tenant’s Expense
Share is subject to equitable adjustment from time to time if the space which
comprises the Premises changes, including, by way example and not limitation, as
a result of the exercise of any right by Tenant pursuant to Article 42 hereof.
Notwithstanding the foregoing, if for any period during the term of this Lease Landlord (or an affiliate
of Landlord) shall not own all of the condominium units comprising the Building
and Land, then for such period “Tenant’s Expense Share”
shall mean the quotient (expressed as a percentage) obtained by (x) dividing the
RSF of the Premises, by (y) the RSF of the condominium units comprising the
Building and Land which are owned by Landlord (or an affiliate of Landlord)
(exclusive of the mechanical space and retail space located in such condominium
units, if any). 

23 










             
(j) “Expense
Payment” means Tenant’s Expense
Share multiplied by the amount, if any, by which the Operating Expenses for the
subject Expense Year exceeds the Base Expenses, but in no event shall the
Expense Payment be less than zero; and 

             
(k) “Tenant’s Projected Expense
Payment” means, for each Expense
Year after the Base Expense Year, Landlord’s reasonable estimate of the Expense
Payment for the Expense Year in question, which Tenant’s Projected Expense
Payment may be adjusted from time to time by Landlord during the Expense Year in
question, not to exceed two (2) times per Expense Year, based on Landlord’s good
faith determination that the total actual Operating Expenses for the Expense
Year in question and, solely for the first Expense Year after the Base Expense
Year, based upon Landlord’s good faith determination that the Base Expenses will
be different than the amount originally estimated by Landlord. Tenant’s
Projected Expense Payment shall be applied to the Expense Payment for the
subject Expense Year, as more particularly provided in Section 5.09 below. 

       5.06 Expense Statement. After the expiration of the Base Expense Year,
Landlord shall furnish Tenant a statement setting forth the aggregate amount of
the Operating Expenses for the Base Expense Year. After the expiration of each
Expense Year after the Base Expense Year, Landlord shall furnish Tenant a
statement setting forth the aggregate amount of the Operating Expenses for such
Expense Year. Each statement furnished under this Section 5.06 is hereinafter referred to as an “Expense Statement.” Landlord shall deliver an Expense Statement for
each Operating Year within one hundred fifty (150) days after the end of such
Operating Year. 

       5.07 Tenant’s Expense Payment. Commencing with the first Expense Year after the
Base Expense Year, and continuing thereafter throughout the balance of the Term,
Tenant shall pay, as Additional Rent, the Expense Payment for the Expense Year
in which the Commencement Date occurs and for each and every Expense Year
thereafter that occurs (in whole or in part) during the Term. The Expense
Payment shall be prorated, if necessary, to correspond with that portion of an
Expense Year occurring within the Term. The Expense Payment shall be paid by
Tenant within thirty (30) days after Landlord gives to Tenant the corresponding
Expense Statement. 

       5.08 Tenant’s Projected Expense
Payment. On account of
Tenant’s obligation to pay the Expense Payment for a given Expense Year,
commencing with the first Expense Year after the Base Expense Year, and for each
and every Expense Year thereafter occurring in whole or in part during the Term,
Tenant shall pay, as Additional Rent, for the then Expense Year, in equal
monthly installments (subject to adjustment as herein provided) Tenant’s
Projected Expense Payment. If after the expiration of a given Expense Year, the
Expense Statement for such Expense Year indicates an underpayment of the Expense
Payment, Tenant shall pay to Landlord the amount of the underpayment within
thirty (30) days after it is furnished with such statement. If such statement
indicates an overpayment of the Expense Payment, and Tenant is not then in
default under this Lease after receipt of written notice and the expiration of
any applicable cure period, then Landlord shall refund or credit (at Landlord’s
election) the overpayment to Tenant, within thirty (30) days after the date of
such statement, less any amounts of other rents then owing to Landlord, or, if
the Term has ended, pay such funds to Tenant within thirty (30) days after the
date of such statement.

24 







       5.09 Binding Nature of Expense Statements; Tenant’s
Right to Inspect. Every
Expense Statement given by Landlord shall be conclusive and binding upon Tenant
unless (i) within one (1) year after the receipt of such Expense Statement
Tenant shall notify Landlord that it disputes the correctness of the Expense
Statement, specifying the particular respects in which the Expense Statement is
claimed to be incorrect, and (ii) if such dispute shall not have otherwise been
settled by agreement, Tenant shall submit the dispute to arbitration in
accordance with Article
34 hereunder within one hundred
eighty (180) days after receipt of the Expense Statement. If Tenant so notifies
Landlord of a dispute, Landlord agrees, at no cost or expense to Landlord, to
grant Tenant’s representatives (who shall be either Tenant’s regular employees,
a CPA from a qualified and reputable accounting firm which regularly performs
such inspections) or a CPA from a company that specializes in auditing operating
expenses, reasonable access to those books and records of Landlord relevant to
such dispute (other than privileged materials) for the purpose of verifying
Operating Expenses incurred by Landlord in the Expense Year in question and to
have and make copies of any and all bills and vouchers relating to such dispute.
Notwithstanding anything to the contrary contained herein, Tenant agrees that
Tenant will not employ, in connection with any review or dispute under this
Lease, any person who is to be compensated, in whole or in part, on a
contingency fee basis. In connection with any review, audit or dispute
contemplated in this Section, Tenant and its representatives shall execute and
deliver to Landlord a confidentiality agreement, in form and substance
reasonably satisfactory to Landlord and Tenant, whereby such parties agree not
to disclose to any third party any of the information obtained in connection
with such review or audit, or the substance of any admissions or stipulations by
any party in connection therewith, or of any resulting reconciliation,
compromise or settlement. Tenant may defer its review and audit of the Expense
Statement for the Base Expense Year until its review and audit (if any) of the
first Expense Year immediately following the Base Expense Year (but shall be
deemed to have waived the right to review and audit the Expense Statement for
the Base Expense Year if Tenant fails to do so within the time period provided
herein for the review and audit of the first Expense Year immediately following
the Base Expense Year. In the event Landlord has overstated Operating Expenses
in excess of five percent (5%), within thirty (30) days after final resolution
of any dispute over such billing and demand therefor by Tenant, accompanied by
copies of Tenant's paid invoices, Landlord will reimburse Tenant for all
overcharges and the reasonable costs of such audit and verification incurred by
Tenant. Pending the determination of such dispute by agreement or arbitration as
aforesaid, Tenant shall pay to Landlord the Expense Payment payable in
accordance with the disputed Expense Statement, within thirty (30) days after
Landlord gives same to Tenant, and such payment to be without prejudice to
Tenant’s position. If the dispute shall be determined in Tenant’s favor,
Landlord shall either pay (within thirty (30) days) or credit (at Landlord’s
option) to Tenant the amount of Tenant’s overpayment with interest (but only if
the overstatement of Operating Expenses exceeds five (5%) percent) at the
Interest Rate, or refund the amount of the overpayment to Tenant within thirty
(30) days if the Term has ended.

       5.10 No Waiver. Landlord’s failure to prepare, give or furnish
any Tax Statement or Expense Statement, or Landlord’s failure to make a demand,
shall not in any way cause Landlord to forfeit or surrender its rights to
collect any of the foregoing items of Additional Rent that may have become due
during the Term. Landlord’s and Tenant’s obligation and liability for the
amounts due under this Article shall survive the expiration of the Term, and any
amount due for a partial period between the expiration of a Tax Year and the
Expiration Date shall be prorated. Notwithstanding the foregoing, and except in
the case where the Term ends as a result of a default under any of the terms,
covenants or conditions in this Lease on Tenant’s part to observe, perform or
comply with, or otherwise as a result of an Event of Default, Landlord shall be
deemed to have waived its right to claim any then unpaid Tax Payment for any Tax
Year occurring (in whole or in part) during the Term if Landlord shall fail to
render a Tax Statement with respect to any such Tax Year within three (3) years
after the last day of the applicable Tax Year and Landlord shall be deemed to
have waived its right to claim any then unpaid Expense Payment for any Expense
Year occurring (in whole or in part) during the Term if Landlord shall fail to
render a Expense Statement with respect to any such Expense Year within three
(3) years after the last day of the applicable Expense Year.

25 







       5.11 Occupancy Tax. Tenant shall pay to Landlord as Additional Rent,
any occupancy tax or rent tax imposed, levied or assessed by any Requirements in
respect of this Lease, any sublease of any portion of the Premises, or the
occupancy by Tenant or any Tenant Party of any portion of the Premises, whether
now in effect or hereafter enacted, if payable by Landlord in the first instance
or hereafter required to be paid by Landlord based upon Tenant’s occupancy of
the Premises.

ARTICLE
6 

CONDOMINIUM


       6.01 11 Madison Avenue Condominium. Tenant acknowledges that the Land and Building
have been heretofore converted into a commercial condominium known as 11 Madison
Avenue Condominium (the "Condominium") and that the
Premises (including any space added to the Premises during the term of this
Lease pursuant to the terms hereunder) is (and will continue to be) in all or
portions of various condominium units within the Condominium. The condominium
unit(s) of which the Premises, from time to time is/are a part is/are herein
referred to collectively as the "Premises Unit."


       6.02 Condominium Defined Terms. For the purposes of this Lease, (i) the term
"Declaration" means that certain Declaration, dated as of
December 13, 1995, and recorded in the Office of the Register of the City of New
York establishing under Article 9-B of the Real Property Law of the State of New
York a plan for condominium ownership of the Building and the Land; (ii) the
term "By-Laws" means the By-Laws annexed to the Declaration
(the Declaration and By-Laws, as each may be amended from time to time,
collectively, the “Condominium
Documents”); and (iii) the term
"Board of Managers" means the persons responsible under, and as
elected pursuant to and in accordance with, the Declaration for the operation of
the Condominium.

       6.03 Performance of Landlord’s
Obligations. Tenant
acknowledges and agrees that: (i) this Lease represents a lease of Landlord's
interest in all or a portion of the Premises Unit; (ii) one (1) or more of
Landlord's obligations under this Lease may, from time to time, be performed on
behalf of Landlord by the Board of Managers; and (iii) if and should Landlord at
any time and for any reason terminate the Condominium, this Lease shall
nonetheless continue as a direct lease between Landlord and Tenant without the
need for any further action required to be taken by either party. 

       6.04 Consents and Approvals. Landlord hereby represents and warrants that the
consent of the Board of Managers is not required for this Lease or, if such
consent is required, such consent has already been obtained. Landlord hereby
represents and warrants that Tenant's compliance with the terms of this Lease
shall not violate any obligations under the Condominium Documents. Tenant shall
not be required to obtain any separate consents or approvals from the Board of
Managers with respect to any matter or thing under this Lease. Tenant shall have
no obligation or liability under the Condominium Documents separate and apart
from its obligations under this Lease.

26 







       6.05 Landlord’s Performance. Landlord shall not perform any act, or fail to
perform any act (including the timely payment of all sums due from Landlord
under the Condominium Documents), if such performance or failure to perform
would be a violation of or a default under the Condominium Documents, or would
adversely affect Tenant's use and occupancy of the Premises or Tenant's rights,
obligations or remedies under the Condominium Documents. 

       6.06 Unit Ownership. Landlord warrants and represents that, as of the
date hereof, other than the New York City Industrial Development Agency, which
owns certain Condominium units in the Building and leases such units to Landlord
pursuant to the Overlease Agreement (as such term is defined in the
Declaration), Landlord owns all of the Condominium units in the Building
(including the Premises Unit) and Landlord (or an affiliate of Landlord)
controls the Board of Managers. 

ARTICLE
7 

SUBORDINATION, NOTICE
TO LESSORS AND MORTGAGEES


       7.01 Subordination. Subject to the provisions of Section 7.05 hereof, this Lease, and all rights of Tenant
hereunder, are and shall be subject and subordinate in all respects to all
ground leases, overriding leases and underlying leases of the Land and/or the
Building and/or the Premises Unit now or hereafter existing and to all mortgages
which may now or hereafter affect the Land and/or the Building and/or any of
such leases, whether or not such mortgages shall also cover other lands and/or
buildings or units within the Condominium, to each and every advance made or
hereafter to be made under such mortgages, and to all renewals, modifications,
replacements and extensions of such leases and such mortgages and spreaders and
consolidations of such mortgages. This Section shall be self-operative and no
further instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall execute and deliver any instrument that Landlord,
the lessor of any such lease or the holder of any such mortgage or any of their
respective successors in interest may reasonably request to evidence such
subordination within ten (10) days after such request. The leases to which this
Lease is, at the time referred to, subject and subordinate pursuant to this
Article are hereinafter sometimes referred to as “superior leases,” the mortgages to which this Lease is, at the time
referred to, subject and subordinate are hereinafter sometimes referred to as
“superior
mortgages,” and the lessor of a
superior lease or its successor in interest at the time referred to is sometimes
hereinafter referred to as a “lessor.”

       7.02 Notice to Superior Parties. In the event of any act or omission of Landlord
that would give Tenant the right, immediately or after lapse of a period of
time, to cancel or terminate this Lease, or to claim a permanent partial or
total eviction, Tenant shall not exercise such right (i) until it has given
written notice of such act or omission or the accrual of such claim or right, to
the holder of each superior mortgage and the lessor of each superior lease in
each case whose name and address shall previously have been furnished to Tenant,
and (ii) unless such act or omission shall be one which is not capable of being
remedied by Landlord or such mortgage holder or lessor within a reasonable
period of time, until a reasonable period (not to exceed thirty (30) days beyond
the length of the period provided to Landlord hereunder) for remedying such act
or omission shall have elapsed following the giving of such notice and following
the time when such holder or lessor shall have become entitled under such
superior mortgage or superior lease, as the case may be, to remedy the same,
provided such holder or lessor shall with due diligence give Tenant written
notice of intention to, and commence and continue to remedy such act or
omission.

27 







       7.03 Attornment. Subject to the terms of any SNDA (as hereinafter
defined) in effect, if the lessor of a superior lease or the holder of a
superior mortgage shall succeed to the rights of Landlord under this Lease,
whether through possession or foreclosure action or delivery of a new lease or
deed, or if a superior lease shall terminate or be terminated for any reason,
then, at the election and upon demand of the party so succeeding to Landlord’s
rights, as the successor owner of the property of which the Premises is a part,
or as the mortgagee in possession thereof, or otherwise (such party, owner or
mortgagee being herein sometimes called the “successor landlord”), Tenant shall attorn to and recognize such
successor landlord as Tenant’s landlord under this Lease, and shall promptly
execute and deliver any instrument that such successor landlord may reasonably
request to evidence such attornment. Subject to the terms of any SNDA in effect,
upon such attornment, this Lease shall continue in full force and effect as, or
as if it were, a direct lease between the successor landlord and Tenant, upon
all of the executory terms, conditions and covenants as are set forth in this
Lease and shall be applicable after such attornment, except that the successor
landlord shall not be: 

             
(a) liable for any previous act or omission of Landlord (or any of its
predecessors-in-interest) under this Lease, except that the successor landlord
shall be obligated to cure any defaults of Landlord which continue following the
date such successor landlord succeeds to the interest of Landlord hereunder and
which are reasonably susceptible of being cured by such successor landlord;


             
(b) subject to any credits, offsets, claims, counterclaims, demands or defenses
which Tenant may have against Landlord (or any of its predecessors in interest),
except for credits or offsets specifically provided for in this Lease;


             
(c) bound by any previous modification of this Lease or by any previous
prepayment of more than one month’s Base Rent, unless such modification or
prepayment shall have been expressly approved in writing by the lessor of the
superior lease or the holder of the superior mortgage through or by reason of
which the successor landlord shall have succeeded to the rights of Landlord
under this Lease; 

             
(d) bound by any covenant to undertake or complete any construction of the
Premises, the Building or any portion thereof or pay for or reimburse Tenant for
any costs incurred in connection with such construction; 

             
(e) required to account for any security deposit of Tenant other than any
security deposit actually delivered to the successor landlord by Landlord;


             
(f) liable for the obligations of Landlord under this Lease for any period of
time other than such period as such successor landlord holds such interest;


             
(g) responsible for any monies owing by Landlord to the credit of Tenant;
and

28 







             
(h) bound by any obligation to make any payment to Tenant that Landlord (or any
of its predecessors-in-interest) was then obligated to pay, or grant or be
subject to any credits except for those expressly set forth in this Lease.


       The foregoing provisions shall inure
to the benefit of any successor landlord, shall apply to the tenancy of Tenant
notwithstanding that this Lease may terminate upon the termination of the
superior lease, and shall be self-operative upon any such demand, without
requiring any further instrument to give effect to said provisions. Tenant,
however, upon demand of any successor landlord, agrees to execute, from time to
time, an instrument in confirmation of the foregoing provisions, satisfactory to
such successor landlord, in which Tenant shall acknowledge such attornment.
Nothing contained in this Section shall be construed to impair any right,
privilege or option of any successor landlord. 

       7.04 Non-disturbance. Notwithstanding anything contained in this Article to the contrary, for
so long as Tenant is not in default (after receipt of written notice and the
expiration of any applicable cure period ) of its obligation to pay any Base
Rent or any Additional Rent payable pursuant to Article 5 hereof and no Event of Default then exists, Landlord shall obtain and
deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement
(hereinafter referred to as an “SNDA”) for the benefit of
Tenant from the holder of each new superior mortgage that becomes effective
after the date hereof and from the lessor under each superior lease that becomes
effective after the date hereof, each of which SNDA’s shall be on the standard
form then utilized by such holder or lessor and shall be executed by Tenant and
returned to Landlord within fifteen (15) Business Days of Landlord’s request
therefor. Notwithstanding the foregoing, if Tenant fails to execute, acknowledge
or deliver to Landlord or to such holder or lessor such SNDA, this Lease shall
be subordinate to such superior mortgage or superior lease, as the case may be,
as set forth in this Article, and Landlord shall be deemed to have fulfilled all
of its obligations under this Section with respect to obtaining an SNDA from
such holder or lessor, as the case may be. (For the purposes of the preceding
sentence, a “holder” or “lessor” shall include a person who, at the time such
SNDA is delivered to Tenant, is not yet a holder of a superior mortgage or a
lessor under a superior lease, but is a prospective holder or a prospective
lessor who thereafter becomes an actual holder of a superior mortgage or an
actual lessor under a superior lease, as the case may be.) Landlord shall be
responsible for any fees or expenses charged by the mortgagee or lessor for such
SNDA and for Landlord’s legal fees and expenses, if any, in connection
therewith, but Tenant shall be responsible for Tenant’s own legal fees and
expenses, if any, in connection therewith. 

       7.05 Lease is Subordinate to the
Condominium. So long as the
Condominium remains in being, this Lease is subject and subordinate to the
Condominium, including but not limited to the Condominium Documents, as the same
may be from time to time amended, provided that nothing therein shall materially
and adversely affect the rights of Tenant or the obligations of Landlord to
Tenant hereunder. This clause shall be self-operative and no further instrument
of subordination shall be required by the Condominium or its Board of Managers.
However, within twenty (20) days after Landlord's request, Tenant shall promptly
execute a certificate in confirmation of such subordination, in form and content
reasonably satisfactory to Landlord. 

29 







ARTICLE
8 

QUIET
ENJOYMENT 

       8.01 Quiet Enjoyment. So long as this Lease is in full force and
effect, Tenant shall peaceably and quietly have, hold and enjoy the Premises
subject, nevertheless, to the obligations of this Lease and any SNDA with any
lessors under superior leases and the holders of any superior mortgages.


ARTICLE
9 

ASSIGNMENT AND
SUBLETTING 

       9.01 Consent Required. (a) Tenant, for itself, its heirs, distributees,
executors, administrators, legal representatives, successors and assigns,
expressly covenants that it shall not assign, mortgage, or encumber this Lease
or any of its rights, interests or estates hereunder or in the Premises, sublet
the Premises or any part thereof, or suffer or permit the Premises, or any part
thereof, to be used, occupied or operated by others for desk space, mailing
privileges or any other purpose, or suffer or permit any of the other
transactions or events described in this sentence by operation of law or
otherwise, without the prior written consent of Landlord in each instance, which
consent may be given or withheld by Landlord in its sole and absolute discretion
(except as otherwise expressly provided in this Article), and if any of the
foregoing transactions or events occur without Landlord’s consent same shall be
null and void. If this Lease be assigned, or if the Premises or any part thereof
be sublet or occupied by person other than Tenant, Landlord may, after an Event
of Default, collect rent from the assignee, subtenant, or occupant, and apply
the net amount collected to the rent herein reserved, but no assignment,
subletting, occupancy, or collection shall be deemed a waiver of the provisions
hereof, the acceptance of the assignee, subtenant, or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the
part of Tenant herein contained. Landlord’s consent to an assignment or
subletting shall not, in any way, be construed to relieve Tenant from obtaining
Landlord’s express written consent to any further assignment or subletting. In
no event shall any permitted subtenant assign or encumber its sublease, further
sublet all or any portion of its sublet space, or otherwise suffer or permit the
sublet space, or any part thereof, to be used, occupied or operated by others,
except as otherwise expressly provided in Section 9.16 hereof. In no event shall
any assignment instrument or sublease be amended or modified, without Landlord’s
prior written consent in each instance, in accordance with the applicable
provisions of this Lease. For the purposes of this Lease, the entering into of
any management, franchise or operating agreement, or any agreement in the nature
thereof transferring control of the operation or management of any portion of
the Premises or of the business being conducted in the Premises or any portion
thereof to a person other than Tenant (or a permitted subtenant, as the case may
be), or transferring control of any substantial percentage of the profits and
losses from the business operations in the Premises (or any portion thereof) to
a person other than Tenant (or a permitted subtenant, as the case may be), or
otherwise having substantially the same effect, including a so-called “take-over
agreement” in respect of the Premises or Tenant’s interest therein or in this
Lease, shall be treated for all purposes as an assignment of this Lease (or an
assignment of a permitted sublease, as the case may be) and shall be governed by
the provisions of this Section 9.01. 

             
(b) For the purposes of this Lease, “Permitted Occupant” means
Tenant, a subtenant or other person that is permitted to occupy all or a portion
of the Premises pursuant to this Article 9, for so long as such subtenant or
other person is so permitted to occupy all of a portion of the Premises and a
Permitted Affiliated Person (as such term is defined in Section 9.17
hereof).

30 







       9.02 (a) If Tenant shall, at any
time or times during the Term, desire to assign this Lease or sublet all or any
portion of the Premises, then, prior to executing any assignment or sublease
agreement (or, if no agreement shall be executed by and between Tenant and any
proposed sublessee or assignee, prior to the effective date of any such
assignment or sublease), Tenant shall give notice thereof to Landlord, which
notice (the “A/S
Notice”) shall be accompanied by
a summary (the “A/S Term
Sheet”), of (1) in the case of a
sublease, the portion of the Premises Tenant proposes to sublease (such portion
of the Premises, including the entire Premises, being herein referred to as the
“A/S Subject Space”,
and in the case of an assignment,
the entire Premises being herein referred to as the “A/S Subject Space”), including (x) the RSF of the A/S Subject Space,
(y) a reasonably detailed floor plan thereof, and (z) the amount, if any, of
condenser water Tenant is making available to the A/S Subject Space from its
Maximum Supplemental HVAC Capacity (hereinafter defined), (2) in the case of an
assignment, the effective date of the proposed assignment, and in the case of a
sublease, the commencement date and the expiration date of the proposed
subletting, neither of which shall be less than 30 days nor more than 180 days
following the date of the A/S Notice, (3) in the case of an assignment, all sums
and other consideration to be paid to, or on behalf of, Tenant or Tenant’s
designee for, or by reason of, such assignment, including all sums to be paid
for the sale or rental of fixtures, leasehold improvements, Supplemental HVAC
Capacity, equipment, furniture, furnishings and/or other personal property, and
in the case of a sublease, the annual rental payable during the term of the
proposed subletting, all additional rent payable under, or with respect to, the
proposed sublease, including any additional rent related to increases in real
estate taxes or operating expenses for the Building, charges for condenser
water, increases in any price index or wage or labor rate, and any sprinkler or
water charges, (4) the dollar amount of any work which Tenant is willing to
perform or pay for in the A/S Subject Space, and (5) any concession or free rent
period applicable to the proposed assignment or subletting, and (6) all other
material terms and conditions of the proposed subletting, including any
allocations of condenser water to the A/S Subject Space. 

             
(b) Each A/S Notice with respect to a proposed assignment of this Lease or a
proposed subletting of all or any portion of the Premises which is a Long Term
Sublease (as hereinafter defined) given to Landlord shall be deemed an offer
from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its
option (hereinafter referred to as “Landlord’s Option”), (i)
sublease the A/S Subject Space from Tenant upon the terms and conditions
hereinafter set forth (if the proposed transaction is a sublease), or (ii)
terminate this Lease with respect to the A/S Subject Space (if the proposed
transaction is an assignment of this Lease or a Long Term Sublease (as
hereinafter defined). Landlord’s Option may be exercised by Landlord by notice
(the “Landlord’s Option
Notice”) to Tenant at any time
during the thirty (30) day period (the “A/S Review Period”)
commencing on the date (the “A/S
Notice Date”) that Landlord has
received the A/S Notice, accompanied by the A/S Term Sheet, and through the last
day of the A/S Review Period Tenant shall not assign this Lease or sublet any
portion of the Premises to any person. If Landlord shall not exercise its rights
hereunder Tenant may proceed to market the Premises as contemplated in the A/S
Offer Terms. If the terms agreed to in the final documents of transfer,
including without limitation, any amounts of condenser water to be furnished to
the A/S Subject Space from the Maximum Supplemental HVAC Capacity or any
consideration paid therefor, are more favorable to Tenant by an aggregated
factor of five (5%) percent or more, Landlord may, again, have the right to
exercise its right hereunder, provided, however, that the period within which
the Landlord may exercise such right shall be ten (10) Business Days.


31 







             
(c) For the purposes of this Article a “Long Term Sublease” means
a sublease whose term (including all extensions and renewals thereof, regardless
of whether or not the right or the option to so extend or renew is exercised) is
to end on a date that is during the last two (2) years of the Term. 

       9.03 Landlord’s Option to Terminate. (a) If Landlord exercises Landlord’s Option to
terminate this Lease with respect to A/S Subject Space that is (or is deemed to
be) the entire Premises, then this Lease shall end and expire on the date that
such assignment or sublet was to be effective or commence, as the case may be,
and the Base Rent and Additional Rent shall be paid and apportioned to such
date.

             
(b) If Landlord exercises Landlord’s Option to terminate this Lease with respect
to A/S Subject Space that is less than the entire Premises, then, (i) this Lease
shall end and expire with respect to A/S Subject Space on the date that the
proposed sublease was to commence as set forth in the A/S Notice, as if, with
respect to the A/S Subject Space only, such expiration date were the Expiration
Date; (ii) on or before such expiration date, Tenant shall quit and surrender to
Landlord the A/S Subject Space in the condition and in the manner provided in
this Lease for the surrender of the Premises to Landlord on the Expiration Date;
(iii) from and after the date that this Lease ends and expires with respect to
the A/S Subject Space the Base Rent and Tenant’s Expense Share and Tenant’s Tax
Share shall be adjusted, based upon the proportion that the RSF of the Premises
remaining bears to the total RSF of the Premises, and the Maximum Supplemental
HVAC Capacity shall be reduced by the amount of condenser capacity as set forth
in Tenant’s A/S Notice and A/S Terms as accepted by Landlord; and (iv) Tenant
shall pay to Landlord, as Additional Rent, within ten (10) days after Landlord’s
demand therefor, the costs reasonably incurred by Landlord in physically
separating the A/S Subject Space from the balance of the Premises and in
complying with any Requirements relating to such separation. The failure of
Tenant to quit and surrender to Landlord the A/S Subject Space in the condition
and in the manner provided in this Lease for the surrender of the Premises to
Landlord on the Expiration Date on or before such expiration date shall be a
default under this Lease, entitling Landlord to exercise any or all of its
rights and remedies hereunder, and available at law and in equity, other than
the termination of this Lease. In addition, Landlord may exercise any or all of
Landlord’s rights and remedies under Section 24.02 of this Lease as if, for the
purposes of said Section 24.02, the A/S Subject Space were the Premises.
Furthermore, for the purposes of said Section 24.02, “the rents (including Base
Rent, Tax Payment, Expense Payment and all other items of Additional Rent)
payable by Tenant during the last year of the Term,” as applied to the
surrendered A/S Subject Space, shall mean the amounts of the rents (including
Base Rent, Tax Payment, Expense Payment and all other items of Additional Rent)
that would have been payable for the A/S Subject Space, but for the surrender of
the A/S Subject Space. 

       9.04 Takeback Sublease. (a) If Landlord exercises Landlord’s Option to
sublet the A/S Subject Space, such sublease (the “Takeback Sublease”) to Landlord or its designee (as subtenant) shall
be at the lower of (i) the rental rate per RSF of Base Rent and Additional Rent
then payable pursuant to this Lease and (ii) the rentals set forth in the, A/S
Term Sheet, and (iii) the Maximum Supplemental HVAC Capacity shall be reduced as
set forth in the A/S Term Sheet, and in all cases shall be for the same term as
that of the proposed subletting commencing on the date fixed in the A/S Term
Sheet as the commencement date of the term thereof, and such sublease shall:


      (i) be expressly subject to all of
the covenants, agreements, terms, provisions and conditions of this Lease except
such as are irrelevant or inapplicable, and except as otherwise expressly set
forth to the contrary in this Section;

32 







       (ii) be upon the same terms and
conditions as those contained in the A/S Term Sheet, except such as are
irrelevant or inapplicable and except as otherwise expressly set forth to the
contrary in this Section; 

       (iii) give the subtenant the
unqualified and unrestricted right, without Tenant’s permission, to assign such
sublease or any interest therein and/or to sublet the A/S Subject Space or any
part or parts of the A/S Subject Space and to make any and all changes,
alterations, decorations, installations and improvements in the space covered by
such sublease; 

       (iv) provide that any assignee or
further subtenant, of Landlord or its designee, may, at the election of
Landlord, be permitted to make changes, alterations, decorations, installations
and improvements in the A/S Subject Space or any part thereof and shall also
provide in substance that any such changes, alterations, decorations,
installations and improvements in the A/S Subject Space therein made by any
assignee or subtenant of Landlord or its designee may be removed, in whole or in
part, by such assignee or subtenant, at its option, prior to or upon the
expiration or other termination of such sublease provided that such assignee or
subtenant, at its expense, shall repair any damage and injury to that portion of
the A/S Subject Space so sublet caused by such removal; and 

       (v) also provide that (A) 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, (B) any assignment or subletting by Landlord or its designee (as the
subtenant) may be for any purpose or purposes that Landlord, in Landlord’s
uncontrolled discretion, shall deem suitable or appropriate, (C) Tenant, at
Tenant’s sole cost and expense, shall and will at all times provide and permit
reasonably appropriate means of ingress to and egress from the A/S Subject Space
so sublet by Tenant to Landlord or its designee, (D) Landlord, at Tenant’s sole
cost and expense, may make such alterations as may be required or deemed
necessary by Landlord to physically separate the A/S Subject Space from the
balance of the Premises and to comply with any Requirements relating to such
separation, and (E) that at the expiration of the term of such sublease, Tenant
will accept the space covered by such sublease in its then existing condition.


             
(b) If Landlord exercises Landlord’s Option to sublet the A/S Subject Space,
then: 

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

33 







       (ii) Tenant shall have no
obligation, at the expiration or earlier termination of the Term, to remove any
alteration, installation or improvement made in the A/S Subject Space by
Landlord (or its designee); 

       (iii) Each month Landlord shall
credit the base rent, additional rent and other amounts payable to Tenant by
Landlord pursuant to the Takeback Sublease against the payments by Tenant of
rent next becoming due under this Lease, but Tenant shall be obligated to pay to
Landlord the balance of all Base Rent and Additional Rent payable by Tenant
under this Lease; and 

       (iv) If Landlord or its designee (as
a sub-sublandlord of the A/S Subject Space) shall receive rents and other
charges in excess of the rents and other charges payable to Tenant by Landlord
under the Takeback Sublease, any such excess shall belong exclusively to
Landlord and Tenant shall have no right to any such excess. 

          (c) If Landlord or its designee shall take back all or any part of the Premises
pursuant to Subsections 9.04 (a) and (b) hereof, and if thereafter, Landlord or
its designee shall further assign the Lease or further sublet the portion so
re-taken, Tenant’s liability hereunder shall not be increased, and shall remain
as if such further subletting or assignment had not occurred.

       9.05 Landlord’s Consent. (a) In the event that Tenant complies with the
provisions of Section 9.02 and Landlord does not exercise any Landlord’s Option
within the A/S Review Period, and provided that no Event of Default then exists,
and subject to the provisions of Section 9.05(c) hereof, Landlord’s consent
(which must be in writing and in form reasonably satisfactory to Landlord) to a
proposed assignment or sublease to the party identified in the Second A/S Notice
(hereinafter defined) shall not be unreasonably withheld or delayed, provided
and upon the condition that (Tenant hereby agreeing that it shall be reasonable
for Landlord to withhold its consent to a proposed assignment or subletting if,
among other things, any of the following conditions are not satisfied):


       (i) Tenant has complied with the
provisions of Section 9.02, the A/S Review Period has expired and Landlord has
not exercised any Landlord’s Option by the last day of the A/S Review
Period; 

       (ii) Within six (6) months after the
last day of the A/S Review Period, Tenant has given notice to Landlord (the
“Second A/S
Notice”) of Tenant’s desire to
assign this Lease or sublet or a portion of the Premises to a specific person,
together with a fully executed counterpart of the proposed assignment or
sublease, the date on which Landlord receives the Second A/S Notice and the
documentation described above being herein referred to as the “Second A/S Notice Date”. The Second A/S Notice shall contain (A) a
statement setting forth, in reasonable detail, the identity of the proposed
assignee or subtenant, including the names and addresses of the proposed
assignee or subtenant and of its constituent members, shareholders, partners
and/or other principals; (B) reasonably satisfactory information as to the
nature and character of the business of the proposed assignee or subtenant and
as to the nature of its proposed use of the Premises; (C) current banking,
financial and other credit information relating to the proposed assignee or
subtenant reasonably sufficient to enable Landlord to determine the financial
responsibility and character of the proposed assignee or subtenant, including
its most recent financial report (all of which Information shall be accurate and
complete in all material respects);

34 







       (iii) The economic, business and
other material terms and conditions of the proposed transaction, as set forth in
the a fully executed counterpart of the proposed assignment or sublease that is
part of the A/S Information, are materially and substantively the same as the
economic, business and other material terms and conditions set forth in the A/S
Term Sheet, it being agreed that the economic and business terms of the proposed
transaction shall be deemed materially and substantively different than the
economic and business terms set forth in the A/S Term Sheet if the net effective
rent reflected in the said proposed assignment or sublease is less than 95% of
the net effective rent reflected in the A/S Term Sheet, or, the amount of
condenser water to be supplied to the A/S Subject Space from Tenant’s Maximum
Supplemental HVAC Capacity is increased by more than 5% of that set forth in
Tenant’s A/S Term Sheet, or both. As used herein “net effective rent” shall mean, on a dollar per RSF basis, the
present value of the projected future rent payments, including escalations, free
rent and amortized landlord concessions, expressed as an equivalent annuity over
the lease term or the remaining portion of the lease term, using the same
discount rate (expressed monthly or annually) for all calculations, and the
dollar cost per RSF being calculated by dividing the actual gross annuity amount
by the rentable area in question; 

       (iv) In Landlord’s reasonable
judgment the proposed assignee or subtenant is engaged in a business, and the
A/S Subject Space will be used in a manner, which is in keeping with the then
standards of the Building; 

       (v) The proposed assignee or
subtenant is reputable and has sufficient financial worth considering the
responsibility involved (taking into account (a) any guaranty of any of the
Tenant’s obligations under this Lease then in effect and (2) any guaranty of any
of the subtenant’s obligations under the sublease, and the then credit of Tenant
and of all such guarantor(s) under such guarantee(s)), and Landlord has been
furnished with reasonable proof thereof; 

       (vi) If no other space (with
comparable RSF to the RSF of the proposed A/S Subject Space) is then available
for leasing the Building or is scheduled to become available within ten (10)
months of the A/S Notice, neither (x) the proposed assignee or subtenant nor (y)
any person that, directly or indirectly, controls, is controlled by, or is under
common control with, the proposed assignee or subtenant or any person who
controls the proposed assignee or subtenant, is then an occupant or tenant of
any part of the Building; 

       (vii) If no other space (with
comparable RSF to the RSF of the proposed A/S Subject Space) is then available
for leasing the Building or is scheduled to become available within ten (10)
months of the A/S Notice, the proposed assignee or subtenant is not a person
with whom Landlord is then, or shall have been during the previous four (4)
month period, negotiating to lease space in the Building; 

35 







       (viii) The proposed assignment
agreement or sublease agreement, as the case may be, shall be in form reasonably
satisfactory to Landlord and shall comply with the applicable provisions of this
Article; 

       (ix) At no time shall there be more
than four (4) occupants or entities occupying any floor of the Premises (or a
maximum of five (5) occupants of the entire Premises), in all cases including
Tenant and Landlord (or its designee(s)) pursuant to one or more Takeback
Subleases; 

       (x) Tenant shall not utilize any
advertisement which states the name (as distinguished from the address) of the
Building or the proposed rental; and 

       (xi) The A/S Sublet Space will be
used for the Permitted Use, subject to the other applicable provisions of this
Lease. 

       9.06 Procedures. (a) Tenant shall reimburse Landlord, on demand
and as Additional Rent, for all reasonable costs and expenses incurred or paid
by Landlord in connection with all proposed assignments and subleases (including
proposed assignments of any subleases and further sublettings by any subtenant),
including, without limitation, the costs of making investigations as to the
acceptability of the proposed assignee or subtenant, and legal costs incurred in
connection with the reviewing of the proposed assignment or subletting and all
of the documents and other information related thereto, and the preparation of
Landlord’s consent to the proposed transaction and all related documents (which
costs and expenses Tenant covenants and agrees to reimburse to Landlord
regardless of whether Landlord consents to the proposed assignment or sublease
or whether such consent is required hereunder). 

             
(b) If (A) Landlord fails to exercise any Landlord’s Option and (B) Landlord
does not receive the Second A/S Notice together with the fully executed
counterpart of the sublease and assignment documentation within six (6) months
after the last day of the A/S Review Period, then, in either case, Tenant shall
again comply with all of the provisions and conditions of Sections 9.02 and
9.05, before assigning this Lease or subletting all or part of the Premises.


             
(c) With respect to each and every assignment of this Lease or sublease of all
or any portion of the Premises, whether or not consent is required under this
Article, the assignment agreement or sublease agreement, as the case may be,
shall expressly provide that the assignee’s or subtenant’s use of the Premises
or the portion(s) thereof being sublet, as the case may be, is expressly limited
to the Permitted Uses and is expressly subject to all of the limitations and
restrictions set forth in this Lease, including all of the provisions of Article
2 above. To the extent that Landlord’s consent is required for such assignment
or subletting, it shall be reasonable for Landlord not to consent to a proposed
assignment or sublease or to a proposed assignee or subtenant if the proposed
assignment agreement or sublease agreement, as the case may be, expressly
permits, or does not expressly prohibit, the proposed assignee or subtenant, as
the case may be, to use the Premises or the portion(s) thereof being sublet, as
the case may be, for any purpose, or in a manner, that is not permitted, or is
restricted or prohibited, under the terms, conditions or covenants of this
Lease, or that the proposed assignee or subtenant, as the case may be, intends
or is likely to use the Premises or the portion(s) thereof being sublet, as the
case may be, for any purpose, or in a manner, that is not permitted, or is
restricted or prohibited, under the terms, conditions or covenants of this
Lease. Tenant covenants and agrees, and, by accepting an assignment of this
Lease or a sublease of all or a portion of the Premises, all assignees and
subtenants hereby agree, that, whether or not Landlord’s consent is required for
an assignment or subletting, (i) nothing contained in this Article shall expand
or increase the uses for which the Premises or any portion thereof may be used,
and (ii) any use of the Premises or any portion thereof by an assignee or
subtenant that is not in accordance with, and subject to, the applicable
provisions of this Lease shall be a default by Tenant under this
Lease.

36 







       9.07 Requirements for Subleases. Except for any subletting by Tenant to Landlord
or its designee pursuant to the provisions of this Article, each subletting
pursuant to this Article (including further sublettings by a subtenant that are
expressly permitted by this Article or approved by Landlord) shall be subject to
all of the covenants, agreements, terms, provisions and conditions contained in
this Lease. Notwithstanding any subletting and/or acceptance of rent or
additional rent by Landlord from any subtenant of Tenant, Tenant shall and will
remain fully liable for the payment of the Base Rent and Additional Rent due,
and to become due, hereunder, for the performance of all of the covenants,
agreements, terms, provisions and conditions contained in this Lease on the part
of Tenant to be performed and for all acts and omissions of any licensee,
subtenant, or any other person claiming under or through any subtenant that
shall be in violation of any of the obligations of this Lease, and any such
violation shall be deemed to be a violation by Tenant. Tenant further agrees
that, notwithstanding any such subletting, no other and further subletting of
the Premises by Tenant or any Tenant Party (except as provided in Section 9.04),
shall or will be made, except as otherwise expressly permitted pursuant to
Section 9.16 hereof. If Landlord shall decline to give its consent to any
proposed assignment or sublease, or if Landlord shall exercise any of its
options under Section 9.02, Tenant shall indemnify, defend and hold Landlord
harmless from and against any and all actions, proceedings, claims,
deficiencies, judgments, suits, losses, obligations, penalties, liabilities,
damages, costs and expenses (including court costs and reasonable legal fees and
disbursements) for which Landlord may be directly or indirectly liable), that
are paid by, imposed upon, incurred by or asserted against, Landlord arising
under or out of, or in connection with, or resulting from any claims that may be
made against Landlord by the proposed assignee or subtenant or by any brokers or
other persons claiming a commission or similar compensation in connection with
the proposed assignment or sublease. 

       9.08 Additional Requirements for
Subleases. With respect to
each and every sublease or subletting, whether or not consent is required under
this Article, it is further agreed that: 

             
(a) no subletting shall be for a term (as the same may be extended by the
exercise of any renewal or extension option thereunder) ending later than one
day prior to the expiration date of this Lease, and no sublease shall provide
for an option on behalf of the subtenant thereunder to extend or renew the term
of such sublease on substantially different terms than the terms of the original
sublease; 

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


37 






       (i) each sublease shall provide that
it is subject and subordinate to this Lease and to the matters to which this
Lease is or shall be subordinate, and that, in the event of termination,
re-entry, or dispossession by Landlord under this Lease, Landlord may, at its
option, take over all of the right, title and interest of Tenant as sublandlord
under such sublease, and such subtenant shall, at Landlord’s option, attorn to
Landlord pursuant to the then executory provisions of such sublease, except that
Landlord shall not be:

       (ii) liable for any previous act or
omission of Tenant (or its predecessor in interest) under such
sublease; 

       (iii) subject to any credits,
offsets, claims, counterclaims, demands or defenses which the subtenant may have
against Tenant (or its predecessors in interest); 

       (iv) bound by any previous
modification of such sublease or by any previous prepayment of more than one
month’s rent, unless such modification or prepayment shall have been expressly
approved in writing by Landlord; 

       (v) bound by any covenant to
undertake or complete any construction of the premises demised to the subtenant
or any portion thereof or to perform any other work that Tenant is obligated to
perform or to pay for or reimburse the subtenant for any costs incurred in
connection with any construction or work; 

       (vi) required to account for any
security deposit of the subtenant other than any security deposit actually
delivered to Landlord; 

       (vii) liable for the obligations of
Tenant under such sublease for any period of time other than such period as
Landlord holds such interest; 

       (viii) responsible for any monies
owing by Tenant to the credit of the subtenant; 

       (ix) bound by any obligation to make
any payment to the subtenant or grant or be subject to any credits;
or 

       (x) bound by any obligation to
provide any service or furnish any utility that Landlord is not obligated to
provide or furnish under this Lease to the portion of the Premises demised to
the subtenant under such sublease beyond the date which is one day prior to the
expiration date of this Lease. 

       9.09 Requirements for Assignments,
Transfers. (a) Any assignment
or transfer, whether or not Landlord’s consent is required under this Article,
shall be made only if, and shall not be effective until, the assignee executes,
acknowledges and delivers to Landlord an agreement, in form and substance
reasonably satisfactory to Landlord, whereby the assignee assumes all of the
obligations of this Lease on the part of Tenant to be performed or observed from
and after the date of this Lease and whereby the assignee agrees that the
provisions contained in Section 9.01 shall, notwithstanding such assignment or
transfer, continue to be binding upon it in respect of all future assignments
and transfers. The original named Tenant covenants that, notwithstanding any
assignment or transfer, whether or not in violation of the provisions of this
Lease, and notwithstanding the acceptance of Base Rent and/or Additional Rent by
Landlord from an assignee, transferee, or any other party, the original named
Tenant shall remain fully liable for the payment of the Base Rent and Additional
Rent and for the other obligations of this Lease on the part of Tenant to be
performed or observed. 

38 









     9.10 Additional
Rent. (a) If Landlord shall
give its consent to any assignment of this Lease or to any sublease, Tenant
shall in consideration therefor, pay to Landlord, as Additional Rent:


     (i) in the case of an
assignment, an amount equal to 50% of the amount equal to (x) all sums and other
consideration (collectively, the “Assignment Consideration”) payable to, or on behalf of, Tenant by, or on behalf of, the assignee
for or by reason of such assignment (including sums payable for the sale or
rental of Tenant’s Property and Alterations, and sums payable for Supplemental
HVAC Capacity), less (y) (A) in the case of a sale of Tenant’s Property where a
portion of the Assignment Consideration is specifically and expressly allocated
to the sale of Tenant’s Property, the then fair market value thereof, up to the
portion of the Assignment Consideration specifically and expressly allocated
thereto, and (B) the out-of-pocket costs and expenses, to the extent reasonable,
paid or incurred by Tenant for alteration costs (or contributions in lieu
thereof), rent concessions, advertising, brokerage or consulting fees or
commissions and legal fees in connection with such assignment (the amounts
described in clauses (A) and (B) being hereinafter referred to as the
“Assignment
Expenses”); and 

     (ii) in the case of a
sublease, an amount equal to 50% of the amount equal to (x) all rents,
Additional Rents, charges and other consideration (collectively, the
“Subletting
Consideration”) payable under the
sublease to, or on behalf of, Tenant by, or on behalf of, the subtenant, to the
extent such amounts, in the aggregate, exceed the Base Rent and Additional Rent
accruing during the term of the sublease in respect of the subleased space (at
the rate per square foot payable by Tenant hereunder) pursuant to the terms
hereof (including sums payable for the sale or rental of Tenant’s Property and
Alterations, and sums payable for Supplemental HVAC Capacity), less (y) (A) in
the case of the sale of Tenant’s Property where a portion of the Subletting
Consideration is specifically and expressly allocated to the sale of Tenant’s
Property, the then fair market value thereof, up to the portion of the
Subletting Consideration specifically and expressly allocated thereto, and (B)
the out-of-pocket costs and expenses, to the extent reasonable, paid or incurred
by Tenant for alteration costs (or contributions in lieu thereof), rent
concessions, advertising, brokerage or consulting fees or commissions and legal
fees in connection with such subletting (the amounts described in clauses (A)
and (B) being hereinafter referred to as the “Subletting Expenses”). For the purpose of this Lease, “Subletting
Consideration” shall also include all amounts payable to Tenant in connection
with the amendment, modification, extension, renewal or termination of the
sublease in question. 

          (b) The sums payable under subsection 9.10(a)
shall be paid to Landlord as and when the Assignment Consideration or Subletting
Consideration is paid by, or on behalf, of the assignee or subtenant, as the
case may be. Within twenty (20) days after receipt of written request from
Landlord therefor, Tenant shall deliver to Landlord a statement of the
Assignment Consideration and the Assignment Expenses, or the Subletting
Consideration and the Subletting Expenses, as the case may be, certified as
true, complete and correct by an officer or principal of Tenant. In the event of
any dispute with respect to the Assignment Consideration, the Assignment
Expenses, the Subletting Consideration or the Subletting Expenses, such dispute
shall be determined by arbitration in accordance with the provisions of Article
34 hereof. 

39 







     9.11 Certain Permitted
Transactions.

          (a)
For the purpose of this Article, the following are “Controlling Interest Transfers” to which Section 9.01 shall apply as if any of
such Controlling Interest Transfers were an assignment of Tenant’s interest in
this Lease requiring, among other things, the prior consent of Landlord in
accordance with, and subject to, the applicable provisions of this Lease, except
as otherwise expressly provided in subsection (c) below: (i) The issuance or
transfer of interests in Tenant or any person (a “Parent”) that directly or indirectly controls Tenant (whether stock, partnership
interests, interests in a limited liability company or otherwise) to a person or
group of related persons, whether in a single transaction or a series of related
or unrelated transactions (other than transfers of such interests over national
securities exchanges), in such quantities that after such issuance or transfer,
control of Tenant, such Parent (as it shall be constituted after giving effect
to such issuance or transfer of interests in Tenant or Parent, as the case may
be), directly or indirectly, shall have changed, (ii) the merger or
consolidation of Tenant or a Parent into or with any other entity, or (iii) the
acquisition by a third-party, of all or substantially all of the assets of
Tenant or a Parent. Any person or legal representative of Tenant, to whom
Tenant’s interest under this Lease passes by operation of law, or otherwise,
shall be bound by the provisions of this Article.

          (b) As
used in this Lease, except as expressly provided herein to the contrary, the
word “control,” (including the derivations of the word
“control,” such as “controlling”
“controlled by” or “under common control with”
or words of like import) shall mean: (i) ownership of more than 50% of the
outstanding voting capital stock of a corporation or more than 50% of the
beneficial interests of any other entity or (ii) the ability
effectively to control or direct the business decisions of such corporation or
entity. The term “Related
Entity” shall mean an entity
which controls, is controlled by or is under common control with Tenant, which
for purposes hereof shall mean (x) ownership of more than 50% of the outstanding
voting capital stock of a corporation or more than 50% of the beneficial
interests of any other entity or (y) the ability to
effectively control or direct the business decisions of such corporation or
entity. 

          (c)
Either (i) a Controlling Interest Transfer, or (ii) an assignment of Tenant’s
interest in this Lease (a “Related
Entity Assignment”) to a Related
Entity, or a sublease of or a license to use all or any portion of the Premises
(a “Related Entity
Sublease”) to a Related Entity,
shall not require Landlord’s consent, provided that: 

                    (A)
No Event of Default exists on either the date Landlord receives the applicable
A/S Notice, or on the effective date or commencement date, as the case may be,
of the proposed assignment, Controlling Interest Transfer or sublease;


                    (B)
The proposed transaction is for a valid business purpose other than for the
purpose of transferring the leasehold estate created hereby; 

                    (C)
In the case of a Controlling Interest Transfer, immediately after the effective
date thereof the Tenant under this Lease shall have the then Required Net Worth
(as hereinafter defined) and reasonable proof satisfactory to Landlord that such
condition shall be satisfied shall have been delivered to Landlord at least ten
(10) Business Days prior to the effective date of such Controlling Interest
Transfer; 

                    (D)
In the case of a Related Entity Assignment or a Related Entity Sublease, such
documentation as may be necessary to establish that any assignee or subtenant
claimed by Tenant to be a Related Entity is in fact a Related Entity shall have
been delivered to Landlord at
least ten (10) Business Days after the effective date of any Related Entity
Assignment or the commencement date of any Related Entity Sublease, provided,
however, the failure to provide such documentation within such ten (10) Business
Day period shall be deemed to be a default by Tenant hereunder;

40 







                    (E)
The purposes for which the Tenant under this Lease from and after the effective
date of such Controlling Interest Transfer or Related Entity Assignment, as the
case may be, or for which the subtenant under a Related Entity Sublease from and
after the commencement date thereof, shall use the Premises are limited to the
Permitted Uses, in accordance with, and subject to, the terms, covenants and
conditions of this Lease; 

                    (F)
An executed duplicate original of the assignment and assumption agreement (in
the case of a Related Entity Assignment) or sublease (in the case of a Related
Entity Sublease), that complies with the applicable provisions of this Article,
shall be delivered to Landlord at least ten (10) Business Days prior to the
effective date of any Related Entity Assignment or the commencement date of any
Related Entity Sublease, and said assignment and assumption agreement or
sublease, as the case may be, complies with the applicable provisions of this
Article; 

                    (G)
Within ten (10) Business Days after the date of Landlord’s request therefor,
Tenant shall deliver to Landlord a certified copy of a duly adopted resolution
of the board of directors (or other documentation reasonably satisfactory to
Landlord) of both Tenant and the assignee, authorizing the execution,
acknowledgment and delivery of said assignment and assumption agreement, and the
transactions contemplated therein, which resolutions may be specific to the
transactions relating to this Lease or may be general, and refer to this Lease
or the Premises as part of a larger transaction; and 

                    (H)
Tenant (in the case of a Controlling Interest Transfer or a Related Entity
Sublease) or the assignor (in the case of a Related Entity Assignment) shall and
will remain fully liable for the payment of the Base Rent and Additional Rent
due and to become due under this Lease and shall not be released from any of its
obligations or liabilities under this Lease and Tenant shall be fully
responsible and liable for all acts or omissions of the subtenant (in the case
of a Related Entity Sublease) or the assignee (in the case of a Related Entity
Assignment) or any person claiming by, through or under Tenant, or such
subtenant or such assignee, as the case may be. 

          (d) In
connection with the information to be provided to Landlord pursuant to this
Section, within thirty (30) days after Landlord’s request from time to time,
Tenant shall deliver to Landlord a certification from both Tenant and its
assignee, in the case of a Related Entity Assignment, and from both Tenant and
the subtenant, in the case of a Related Entity Sublease, stating whether the
assignee or the subtenant, as the case may be, remains a Related Entity,
together with such other information and documentation reasonably requested by
Landlord to evidence and substantiate the relationship between Tenant and its
assignee, or Tenant and its subtenant, as the case may be. If at any time after
the effective date of a Related Entity Assignment or the commencement date of a
Related Entity Sublease, the assignee or subtenant thereunder is no longer a
Related Entity, then the provisions of this Article 9 (including, but not
limited to, Sections 9.07, 9.08, 9.09 and 9.10, but excluding Sections 9.02,
9.03, 9.04 and 9.05) shall apply as if Landlord did not exercise Landlord’s
Option and Landlord consented to the proposed assignment or sublease.


41 







          (e)
“Required Net
Worth” shall mean net current
assets and net worth, determined in accordance with GAAP, consistently applied,
and certified to Landlord by an independent certified public accountant, at
least equal to the net current assets and net worth of Tenant on the date of
this Lease.

          (f)
The provisions of Section 9.10 and Landlord’s Option shall not apply to the
transactions contemplated in this Section 9.11 for which Landlord’s consent is
not required. 

     9.12 No Release. The joint and several liability of Tenant and
any immediate or remote successor in interest to Tenant, and the due performance
of the obligations of this Lease on Tenant’s part to be performed or observed,
shall not be discharged, released, or impaired in any respect by any agreement
or stipulation made by Landlord extending the time of, or modifying any of the
obligations of, this Lease, or by any waiver or failure of Landlord to enforce
any of the obligations of this Lease. 

     9.13 No Rights Conferred. Neither the listing of any name other than that
of Tenant, whether on the doors of the Premises, on the Building directory, if
any, or otherwise, nor the acceptance by Landlord of any rent, security deposits
or other monies from any person other than Tenant, shall operate to vest any
right or interest in this Lease or in the Premises, nor shall it be deemed to be
the consent of Landlord to any assignment or transfer of this Lease, to any
sublease of the Premises, or to the use or occupancy thereof by others.


     9.14 Further Assignment, Subletting. Any permitted direct subtenant of Tenant shall
have the right to assign its sublease on one occasion or to further sublet its
space subject to compliance with all of the provisions of this Article 9, as if
such subtenant were the tenant hereunder; provided however, no assignee or
undertenant of such direct subtenant of Tenant shall assign or encumber its
sublease, nor further sublet or underlet all or any portion of its sublet space,
or otherwise suffer or permit its sublet space, or any part thereof, to be used
or occupied by others, except with Landlord’s prior written consent, which
consent Landlord may withhold in its sole discretion in each instance.


     9.15 Desk Space Arrangements. (a) For the purposes of this Section, an
“Affiliated Person”
means an individual who (or an
individual that is an employee of a company that) then has a business
arrangement or affiliation with, or provides services for, Tenant (or a
Permitted Occupant), other than the mere use or occupancy of portions of the
Premises, and a “Permitted
Affiliated Person” means an
Affiliated Person who is permitted to use a portion of the Premises pursuant to
this Section, but only for as long as such Affiliated Person is so permitted to
use a portion of the Premises. 

          (a)
Notwithstanding anything contained in Section 9.01 above to the contrary, but
provided this Lease is in full force and effect and no Event of Default exists,
Landlord hereby consents to the use, in common with Tenant, of up to ten (10%)
percent of the RSF of the Premises, in the aggregate and at any given time, by
Affiliated Persons for any of the Office Uses, in accordance with, and subject
to, the applicable provisions of this Lease, and for no other purpose, provided,
and upon the condition that, the portions of the Premises so used are not
separately demised from the balance of the Premises, and further provided, and
upon the condition that: 

     (i) At least five (5) Business
Days prior to the date each Affiliated Person first so uses any portion of the
Premises, Tenant shall give Landlord notice of such intended use, together with
the name, address and telephone number of such Affiliated Person(s)
and the purpose for which such Affiliated Person(s) are using such portions of
the Premises;

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     (ii) Within ten (10) Business Days after Landlord’s request from time to
time, Tenant shall provide to Landlord the names of each of the Affiliated
Persons using portions of the Premises, and the purposes for which such
Affiliated Person(s) are using such portions of the Premises, together with the
name, address and telephone number of the Affiliated Persons and a written sworn
statement of another officer of Tenant with knowledge of the information in
question, certifying to Landlord that the persons in question is/are Affiliated
Persons, as defined in this Lease and, in reasonable detail, the basis therefor;


     (iii) Such use shall be subject to
all the terms, covenants and conditions to this Lease on Tenant’s part to
observe and perform, except that no Affiliated Person shall have the right to
make any Alterations, assign any right to use or occupy any portion of the
Premises or otherwise permit any other person to use any portion of the
Premises, and such use shall end on the earlier to occur of the last day of the
Term of this Lease and the date that the leasehold estate ends with respect to
the portion(s) of the Premises that the Affiliated Person(s) is/are using;


     (iv) Such use shall in no way
increase, amend, modify or extend Landlord’s obligations or liabilities under
this Lease in any way whatsoever, or diminish, restrict, limit, forfeit or waive
any of Landlord’s rights or remedies under this Lease in any way whatsoever;


     (v) Such use shall in no way give to
any Affiliated Person any rights, title or interest in, to or under the Premises
or any other portion of the Building and/or Land, or any rights or remedies
against Landlord, and Tenant shall indemnify, defend and hold Landlord harmless
from and against any and all actions, proceedings, claims, deficiencies,
judgments, suits, losses, obligations, penalties, liabilities, damages, costs
and expenses (including court costs and reasonable legal fees and disbursements)
arising under or out of or in connection with or resulting from such use and
occupancy; 

     (vi) Tenant shall remain fully
liable for the payment of Base Rent and Additional Rent due and to become due
under this Lease and for the observance, performance and compliance with all of
the terms, covenants and conditions contained in this Lease on Tenant’s part to
observe, perform or comply with, and all acts or omissions by the Affiliated
Persons or anyone claiming under or through Tenant or any of the Affiliated
Persons which shall be a default under this Lease, shall be deemed to be a
default by Tenant; 

     (vii) Such use shall not be deemed a
waiver of Landlord’s rights under this Lease to consent to the use or occupancy
of the Premises (or any portion thereof) by any other person or to the
assignment of this Lease or the subletting of the Premises (or any portion
thereof); 

     (viii) The use by any Affiliated
Person of any portion of the Premises shall be deemed an acceptance by such
Affiliated Person of all of the terms, covenants and conditions set forth in
this Section; 

43 







     (ix) The space or area of the Premises used by the Affiliated Persons
shall not be separately demised from the balance of the Premises, nor shall
there be any separate access to or from the Premises for any of the Affiliated
Persons; 

     (x) No later than thirty (30) days
after any person who is an Affiliated Person ceases being an Affiliated Person,
such person shall cease using and occupying all portions of the Premises and
shall vacate the Premises; and 

     (xi) There shall be no separate
identification of any Affiliated Person in the lobby of the Building (other than
the permitted listings allocated to Tenant in the Building directory) or
elevator landing. 

     9.16 Transfer Restrictions. Notwithstanding anything herein to the contract,
Tenant covenants not to assign, sublease, license or otherwise transfer the same
to any Sony Competitor (as hereinafter defined). For purposes hereof, the term
“Sony Competitor” shall mean those entities listed on
Exhibit E attached to this Lease, which Exhibit E may be
revised by Landlord from time to time as more particularly set forth thereon,
any such revision to be effective immediately upon delivery of notice to Tenant
of such revision.

ARTICLE
10 

COMPLIANCE WITH
REQUIREMENTS


     10.01 Compliance. (a) Tenant shall give prompt notice to Landlord
of any notice it receives of the violation of any Requirement. Tenant and all
Tenant Parties, at their sole cost and expense, shall comply with, and cause the
compliance with, all Requirements having or claiming jurisdiction, directly or
indirectly, over the Premises (or the appurtenances of any part thereof), the
business conducted therein, and/or the operation, occupancy, maintenance and use
of the Premises by, through or under Tenant, whether or not, in any of the
foregoing cases, arising out of the use or manner of use thereof, including the
Requirements under the Federal Occupational Safety and Health Act of 1970 and
the ADA (as hereinafter defined). In furtherance of the foregoing, Tenant and
all Tenant Parties, at their sole cost and expense, shall comply with, and cause
the compliance with, all Requirements which shall, with respect to the Premises
or the use and occupation thereof (or the abatement of any nuisance), impose any
violation, order, duty or obligation on Landlord or Tenant (including an
obligation to perform or make Alterations including Structural Alterations (as
such terms are defined in Article 13 below) or repairs including structural
repairs), arising from (i) the use of the Premises (other than for Office Use,
generally), (ii) the manner of conduct of business in any portion of the
Premises or the operation of the installations, equipment or other property
therein to the extent inconsistent with Office Use, generally, (iii) any cause
or condition created by or at the instance of Tenant or any Tenant Party that is
inconsistent with Office Use, generally, other than by Landlord’s performance of
any work for or on behalf of Tenant, (iv) any Alterations, or (v) a default in
the observance, performance or compliance with any of Tenant’s obligations
hereunder. However, Tenant shall not be so required to make any Structural
Alterations, structural repairs in the Premises, the Building HVAC Systems,
windows in the Office Premises, or to Building elevators, unless the requirement
arises from the particular use or manner of use of the Premises (other than the
mere use of the Premises for Office Use) or if the Requirement is specific to
any of the Ancillary Permitted Uses (as opposed to the mere use of the Premises
for Office Use) or from a cause or condition referred to in clause (ii), (iii)
or (iv) above. Notwithstanding the foregoing, Tenant shall not be required to
comply with any such Requirement so long as Tenant shall be contesting the
validity thereof, or the applicability thereof to the Premises, in
accordance with Section 10.02 of this Lease. To the extent that Tenant is
obligated to perform any Structural Alterations or structural repairs to any
portion of the Premises or other portion of the Building or is obligated to
perform any changes, alterations or repairs outside of the Premises, Landlord,
at its election, may perform such Structural Alterations, structural repairs,
changes, alterations or repairs on Tenant’s behalf, in which event, Tenant shall
reimburse Landlord for the actual costs paid or incurred by Landlord to perform
same within thirty (30) days after Landlord’s request therefor.

44 







          (b) Landlord, at its expense, shall comply with
all Requirements with which Tenant is not obligated to comply, but only to the
extent that non-compliance by Landlord with such Requirements will prevent
Tenant from using or occupying the Premises for Office Use (as opposed to any of
the Ancillary Permitted Uses) or otherwise materially adversely affect Tenant’s
use or occupancy of the Premises for Office Uses. Landlord shall have the right
to contest and appeal any such Requirements, provided that same is done with all
reasonable promptness and provided that such appeal does not subject Tenant to
prosecution for a criminal offense. 

     10.02 Contests. (a) Tenant may, at its expense contest, by
appropriate proceedings prosecuted diligently and in good faith, the validity,
or applicability to the Premises, of any Requirement with which Tenant is
obligated to comply pursuant to the provisions of this Lease, and Landlord shall
cooperate with Tenant in such proceedings, provided that: 

     (i) Landlord shall not
be subject to criminal penalty or to prosecution for a crime nor shall the
Premises or any part thereof be subject to being condemned or vacated, by reason
of non-compliance or otherwise by reason of such contest; 

     (ii) Tenant shall
defend, indemnify and hold harmless Landlord from and against any and all
actions, proceedings, claims, deficiencies, judgments, suits, losses,
obligations, penalties, liabilities, damages, costs and expenses (including
court costs and reasonable legal fees and disbursements) which Landlord shall
suffer by reason of such non-compliance or contest; 

     (iii) such
non-compliance or contest shall not constitute or result in any violation of any
superior lease or superior mortgage, or if such superior lease and/or superior
mortgage shall permit such non-compliance or contest on condition of the taking
of action or furnishing of security by Landlord, such action shall be taken and
such security shall be furnished at the expense of Tenant; and 

     (iv) Tenant shall keep
Landlord advised as to the status of such proceedings. 

          (b)
Without limiting the application of subsection (a)(i) above
thereto, Landlord shall be deemed subject to prosecution for a crime within the
meaning of said Subsection, if Landlord, or any officer, director, partner,
member, principal or employee of Landlord individually, is charged with a crime
of any kind or degree whatever, whether by service of a summons or otherwise,
unless such charge is withdrawn before Landlord or such officer, director,
partner, member, principal or employee (as the case may be) is required to plead
or answer thereto. 

45 







     10.03 Hazardous
Materials. (a) Tenant shall
not cause or permit “Hazardous
Materials” (as defined below) to
be used, transported, stored, released, handled, produced or installed in, on or
from the Premises or the Building, except that Tenant may use and store in the
Premises limited quantities of substances reasonably necessary in the ordinary
operation and maintenance of office equipment and permitted business operations,
provided such substances are used and stored within the Premises, in accordance
with all applicable Requirements. The term “Hazardous Materials” shall, for the purposes hereof, mean any
flammable, explosive or radioactive materials, hazardous wastes, hazardous and
toxic substances or related materials, asbestos or any material containing
asbestos, or any other substance or material, as now or hereafter defined as a
hazardous material or a hazardous substance by any Requirement, including,
without limitation, the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended, the Hazardous Materials Transportation Act,
as amended, the Resource Conservation and Recovery Act, as amended, and in the
regulations adopted and publications promulgated pursuant to each of the
foregoing (collectively, “Environmental Laws”). In
the event of a default by Tenant or any Tenant Party of any of the provisions of
this Article, Landlord shall, in addition to all of its rights and remedies
under this Lease and pursuant to any applicable Requirements, require Tenant to
remove any or all of such Hazardous Materials from the Premises or the Building
in the manner prescribed for such removal by all applicable Requirements.


          (b)
Landlord warrants that, as of the Commencement Date, no Hazardous Materials
shall be located at the Premises, except (i) in accordance with all applicable
Requirements and (ii) as may have been introduced by Tenant, its employees,
contractors, agents, representatives or invitees. Landlord shall not cause or
knowingly permit Hazardous Materials to be used, transported, stored, released,
handled, produced or installed in, on or from the Premises or the Building,
except for such substances typically found in first-class buildings comparable
to the Building, provided such substances are used and stored in accordance with
all applicable Requirements. Landlord shall at its sole cost and expense be
responsible for removing any Hazardous Materials which are located at the
Premises as of the Commencement Date in violation of Requirements or which
Landlord may thereafter cause or knowingly permit to be used, transported,
stored, released, handled, produced or installed in, on or from the Premises in
violation of Requirements except as permitted by this Section 10.03(b).


     10.04 ADA; Tenant Caused Alterations. Except to the extent Landlord is otherwise
obligated to cause compliance with Requirements pursuant to Section 10.01(b)
and/or Exhibit C-1, Tenant shall be solely responsible, at its
expense, to cause the Premises (including the lavatories within or servicing the
Premises and all entrances and exits to and from the Premises, but not the
Building exterior entrances and exits, Common Areas of the Building, the ground
floor lobby, elevator lobbies, elevators, which shall be Landlord’s
responsibility) to be, and to remain throughout the Term, in compliance with the
provisions of the Americans With Disabilities Act of 1990 and all other
Requirements of like import, and any regulations adopted and amendments
promulgated pursuant to any of the foregoing (hereinafter referred to
collectively as the “ADA”), and Landlord shall
have no obligation whatsoever in connection therewith, except as may otherwise
be expressly provided for in this Lease, including the Exhibits. Within ten (10)
Business Days after receipt, Tenant shall advise Landlord in writing, and
provide Landlord with copies of, any notices alleging violations of the ADA
relating to any portion of the Premises; any claims made or threatened in
writing regarding non-compliance with the ADA and relating to any portion of the
Premises; or any governmental or regulatory actions or investigations instituted
or threatened regarding non-compliance with the ADA and relating to any portion
of the Premises. In addition, without Landlord’s prior written consent in each
instance, which consent may be withheld by Landlord in its sole and absolute
discretion, no portion of the Premises
shall be used in any manner (other than for the Permitted Uses and the Ancillary
Permitted Uses), and no Alterations (as hereinafter defined) shall be performed,
if such manner of use or such Alterations requires that any alterations,
changes, additions, improvements or other work be performed or made to any
portions of the Building (outside the Premises) or the Land. (Any such
alterations, changes, additions, improvements or other work to be performed or
made to any portions of the Building (outside the Premises) or the Land that are
required because of such manner of use or Alterations are herein referred to as
“Tenant Caused Building
Alterations.”) If Landlord gives
its consent for such manner of use or Alterations, then, Landlord, at Tenant’s
sole cost and expense, shall perform or make the Tenant Caused Building
Alterations, and Tenant shall pay to Landlord as Additional Rent the cost and
expense incurred or paid by Landlord to perform or make same, within thirty (30)
days after Landlord’s demand therefor, which demand shall be accompanied by a
reasonably detailed statement of the Tenant Caused Building Alterations so
performed or made and the cost and expense incurred or paid by
Landlord.

46 







     10.05 Fire System. Notwithstanding anything to the contrary
contained in this Lease, to the extent required under all applicable
Requirements (including the Building Code and the Fire Code of the City of New
York) to occupy the Premises for the purposes permitted under this Lease,
Tenant, at its sole cost and expense, shall (a) furnish and install (to the
extent not furnished and installed) a fire alarm and life safety system within
the Premises (the “Fire
System”), (b) connect same (to
the extent not connected) to the Building’s fire alarm and life safety system,
and (c) thereafter maintain the Fire System within the Premises in compliance
with all Requirements, including the performance of any changes, additions and
repairs thereto or replacements thereof. Landlord shall have no obligation
whatsoever in connection with the Fire System within the Premises; provided,
however, Landlord agrees to provide a sufficient number of connection points to
the Building’s fire alarm and life safety system for Tenant to properly connect
the Fire System within the Premises to the Building’s fire alarm and life safety
system. Tenant shall retain Landlord’s fire alarm system contractor for the
Building to repair and maintain Tenant’s Fire System in the
Premises. 

     10.06 Sprinkler. Notwithstanding anything to the contrary
contained in this Lease, to the extent required under all applicable
Requirements (including the Building Code and the Fire Code of the City of New
York) to occupy the Premises for the purposes permitted under this Lease,
Tenant, at its sole cost and expense and in accordance and in compliance with
all applicable Requirements, shall (a) furnish, install and distribute (to the
extent not furnished, installed or distributed as part of Landlord’s Work or
otherwise) sprinkler pipes and heads throughout the Premises, (b) connect same
(to the extent not connected) to the sprinkler standpipe or risers on each floor
of the Building on which the Premises are located, (c) perform all other
sprinkler work in or to the Premises that is required under all applicable
Requirements to occupy the Premises for the purposes permitted under this Lease,
and (d) thereafter maintain the sprinkler system within the Premises in
compliance with all Requirements, including the performance of any changes,
additions and repairs thereto or replacements thereof. In furtherance of the
foregoing, if any Governmental Authority requires or recommends that any
changes, modifications, alterations or additions be made or supplied in said
sprinkler system, or if any changes, modifications, alterations or additions
become necessary to prevent the imposition of a penalty or charge against the
full allowance for a sprinkler system in the fire insurance rate set by any
Governmental Authority or by any property insurance company, Tenant shall, at
Tenant’s sole cost and expense, promptly make such changes, modifications,
alterations and additions whether the work involved shall be structural or
non-structural in nature, in accordance with the provisions of Article 13.
Landlord shall have no obligation whatsoever in connection
with any sprinkler system compliance or otherwise in connection with the
sprinkler system within the Premises.

47 







     10.07 Survival. The provisions of this Article 10 shall survive the expiration or sooner termination of this Lease.


ARTICLE
11 

INSURANCE

     11.01 No Landlord Liability. Landlord or its agents shall not be liable for
any injury or damage to persons or property resulting from fire, explosion,
falling plaster, steam, gas, electricity, water, rain, or snow or leaks from any
part of the Building, or from the pipes, appliances or plumbing works or from
the roof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature, except to the extent any of the foregoing
shall be caused by or due to the willful misconduct or negligent act or omission
(in violation of Landlord’s obligations under, or covenants, terms, provisions
or agreements contained in, this Lease or which would be violative of Legal
Requirements or Insurance Requirements, which Landlord is obligated to comply
with pursuant to the covenants, provisions or agreements of this Lease) of
Landlord, its agents, contractors, servants or employees. 

     11.02 Notice of Casualty. Tenant shall give Landlord notice in case of a
fire or accident in the Premises as well as notice of any other event occurring
in the Premises which is reasonably likely to give rise to a damage or injury
claim against Landlord or Tenant promptly after Tenant is aware of such fire,
accident or other event. 

     11.03 Waiver of Subrogation. (a) Landlord agrees that it will include in its
fire insurance policies appropriate clauses pursuant to which the insurance
companies (i) waive all right of subrogation against Tenant with respect to
losses payable under such policies and/or (ii) agree that such policy or
policies shall not be invalidated should the insured waive in writing prior to a
loss any or all right of recovery against any party for losses covered by such
policy or policies. If Landlord is unable to obtain in such policy or policies
either of the clauses described in the preceding sentence, Landlord shall, if
legally possible and without necessitating a change in insurance carriers, have
Tenant named in such policy or policies as an additional insured. If Tenant
shall be named as an additional insured in accordance with the foregoing, Tenant
agrees to endorse promptly to the order of Landlord, without recourse, any
check, draft, or order for the payment of money representing the proceeds of any
such policy or representing any other payment growing out of or connected with
said policies, and Tenant does hereby irrevocably waive any and all rights in
such proceeds and payments. 

          (b)
Tenant agrees to include, in its fire insurance policy or policies on Tenant’s
Property, appropriate clauses pursuant to which the insurance company or
companies (i) waive the right of subrogation against Landlord and/or any tenant
of space in the Building with respect to losses payable under such policy or
policies and/or (ii) agree that such policy or policies shall not be invalidated
should the insured waive in writing prior to a loss any or all right of recovery
against any party for losses covered by such policy or policies. If Tenant is
unable to obtain in such policy or policies either of the clauses described in
the preceding sentence, Tenant shall, if legally possible and without
necessitating a change in insurance carriers, have Landlord named in such policy
or policies as an additional insured. If Landlord shall be named as an
additional insured in accordance with the foregoing, Landlord agrees to endorse
promptly to the order of Tenant, without recourse, any check, draft, or order
for the payment of money representing the proceeds
of any such policy or representing any other payment growing out of or connected
with said policies, and Landlord does hereby irrevocably waive any and all
rights in and to such proceeds and payments. 

48 







          (c) To
the extent of the waiver included in Landlord’s fire insurance policy pursuant
to subsection (a) above or, if Landlord fails to comply with its obligations
under such subsection (a), to the extent of the waiver which would have been
included if Landlord had procured the same, Landlord hereby waives any and all
right of recovery which it might otherwise have against Tenant, its servants,
agents and employees, for loss or damage occurring to the Building and the
fixtures, appurtenances and equipment therein, to the extent the same is covered
by Landlord’s insurance, notwithstanding that such loss or damage may result
from the negligence or fault of Tenant, its servants, agents or employees. To
the extent of the waiver included in Tenant’s fire insurance policy pursuant to
subsection (b) above or, if Tenant fails to comply with its obligations under
such subsection (b), to the extent of the waiver which would have been included
if Tenant had procured the same, Tenant hereby waives any and all right of
recovery which it might otherwise have against Landlord, its servants, and
employees and against every other tenant in the Building who shall have executed
a similar waiver as set forth in this Section 11.03(c) for loss or damage to
Tenant’s furniture, furnishing, fixtures and other property removable by Tenant
under the provisions hereof to the extent that same is covered by Tenant’s
insurance, notwithstanding that such loss or damage may result from the
negligence or fault of Landlord, its servants, agents or employees, or such
other tenant and the servants, agents or employees thereof. 

          (d)
Each of Landlord and Tenant hereby agrees to advise each other promptly if the
clauses to be included in their respective insurance policies pursuant to
subparagraphs (a) and (b) above cannot be obtained, and thereafter to furnish
the other with a Certificate of Insurance or copy of such policies showing the
naming of the other as an additional insured, as aforesaid. Each of Landlord and
Tenant hereby also agrees to notify the other promptly, but no later than thirty
(30) days after such party becomes aware, of any cancellation or change of the
terms of any such policy which would affect such clauses or naming. All such
policies which name both Landlord and Tenant as additional insureds shall, to
the extent obtainable, contain agreements by the insurers to the effect that no
act or omission of any additional insured will invalidate the policy as to the
other additional insureds. 

     11.04 Coverage. Tenant shall maintain at its own cost and
expense during the term of this Lease insurance with a company or companies
licensed to do business or authorized in New York State, insuring Tenant as
follows: 

          (a)
Commercial General Liability Insurance covering the Premises on an occurrence
basis against all claims for personal injury, bodily injury, death and property
damage, including contractual liability coverage. Such insurance shall be for
limits not less than a combined single limit of Ten Million Dollars
($10,000,000). Limits may be a combination of Commercial General Liability and
Umbrella Liability policies. Such policy shall name Landlord and any ground
lessor, overlandlord, its managing agent or
mortgagee of the Building in which the Premises are a part
(collectively “Landlord Additional
Insureds”) as additional
insureds. Coverage shall be primary and noncontributory; 

          (b)
Employers’ Liability Insurance with a minimum limit of One Million Dollars
($1,000,000) and Workers’ Compensation Insurance in statutory limits.

49 







          (c)
“Special Form” (or then equivalent) property insurance in an amount adequate to
cover the full replacement cost of all Tenant’s Property and Alterations;


          (d) In
the event a motor vehicle is to be used by Tenant in connection with its
business operation from the demised premises, Comprehensive Automobile Liability
Insurance coverage (or then equivalent) with limits of not less than Three
Million Dollars ($3,000,000.00) combined single limit coverage against bodily
injury liability and property damage liability arising out of the use by or on
behalf of Tenant, its agents and employees in connection with this Lease, of any
owned (if applicable), non-owned or hired motor vehicles. This policy shall name
the Landlord Additional Insureds as additional insureds; 

          (e)
Any insurance required by the terms of this Lease to be carried by Tenant may be
under a blanket policy (or policies) covering other properties of Tenant and/or
any Permitted Transferee , provided that (i) Landlord and the Landlord
Additional Insureds required to be named by Tenant pursuant to this Article are
named in such policy as additional insureds where applicable hereunder, (ii) the
Building is expressly listed (by address) as a covered property and (iii) such
blanket policy shall not diminish the obligations of Tenant so that the proceeds
from such blanket policy shall be an amount no less than the amount of the
proceeds that would be available if Tenant obtained the required insurance under
policies separately insuring the risks which this Lease requires Tenant to
insure; 

          (f)
Boiler and machinery coverage on a replacement cost basis if Tenant controls
such systems; 

          (g)
Host liquor liability insurance; and 

          (h)
When reasonably required by Landlord, such other insurance against other
insurable hazards and in such amounts as may from time to time be commonly and
customarily insured against in First Class Office Buildings. 

     11.05 Cancellation. Tenant shall notify Landlord (or use
commercially reasonable efforts to obtain an endorsement in its insurance
policies that would cause its respective insurers to notify Landlord) at least
fifteen (15) days in advance of any cancellation (other than for non-payment of
premium) or non-renewal (other than for non-payment of premium) and, at least
five (5) days in advance, of cancellation or non-renewal for non-payment of
premium, written notice to Landlord and such additional insureds (when
applicable) by Tenant (Tenant agreeing to use commercially reasonable efforts to
cause the insurance company issuing such policy to provide such notices).


     11.06 Evidence of Insurance. Tenant shall, on or before the Commencement
Date, furnish Landlord with Certificates of Insurance or summaries of insurance
policies showing that all insurance required by this Article is being maintained
as required herein. Tenant’s Certificate of Insurance (except for those
evidencing Worker’s Compensation coverage) shall name Landlord, and, to the
extent identified in writing to Tenant, the Landlord Additional Insureds as
additional insureds. Upon renewal of any such insurance that expires before the
expiration of this Lease, Landlord shall be provided with renewal Certificates
of Insurance within ten (10) days following such expiration. Receipt of each
Certificate of Insurance or other documentation of insurance by Landlord or by
any of its representatives which indicate less coverage than required herein
will not constitute a waiver of Tenant’s obligation to fulfill said insurance
requirements. Tenant shall provide evidence of the payment of
the premiums on any insurance which Tenant is required to
carry hereunder within fifteen (15) days following request of Landlord therefor.

50 







     11.07 Landlord Coverage. (a) Landlord shall maintain in respect of the
Building at all times during the term of this Lease: 

     (i) standard “All-Risk” (or its
then equivalent) property insurance, covering the Building (excluding Tenant’s
Property, Tenant’s Special Work, the Back of House Work, and any Tenant’s Work
or other Alterations) in amounts equal to the full replacement cost of the
Building (excluding such items) at the time in question (with commercially
reasonable deductibles for a First Class Office Building); 

     (ii) Commercial General Liability
Insurance (including contractual liability) in an amount not less than
Twenty-Five Million Dollars ($25,000,000) (with commercially reasonable
deductibles for a First Class Office Building); 

     (iii) Employer’s Liability
Insurance in an amount not less than One Million Dollars ($1,000,000), with a
waiver of subrogation endorsement; 

     (iv) boiler and machinery coverage
on a replacement cost basis; and 

     (v) Workers’ Compensation
Insurance in statutory limits. 

          (b)
Landlord covenants to maintain the foregoing insurance subject to such
deductibles as are usual and customary for a prudent landlord of Landlord’s size
and financial condition of a First Class Office Building. 

          (c)
Any insurance required by the terms of this Lease to be carried by Landlord may
be under a blanket policy (or policies) covering other properties of Landlord
and/or Landlord’s Affiliates. 

     11.08 Deductibles. Each of Landlord and Tenant shall be responsible
for its own deductibles and self-insurance retention and such costs shall not be
the responsibility or liability of the other party. 

     11.09 Contractors. Should Tenant engage a contractor or consultant
to do work in or on any portion of the Building, Tenant shall require such
parties to obtain (and name Landlord as an additional named insured on) such
insurance policies as would customarily be required for such parties doing work
in a First-Class Office Building. 

     11.10 No Violations. Tenant shall not do or suffer or permit anything
to be done on its behalf in or about the Premises or the Building which would
(i) cause insurance companies of good standing to refuse to insure the Building
in amounts reasonably satisfactory to Landlord, (ii) result in the cancellation
of any policy of insurance or the assertion of any defense by the insurer to any
claim under any policy of insurance maintained by or for the benefit of
Landlord, or (iii) violate any Insurance Requirement of which Tenant has been
given notice. 

     11.11 Landlord’s Right to Obtain. If Tenant shall fail to furnish or maintain the
insurance coverages required to be obtained and maintained by Tenant pursuant
to, and as required by, this Article 11 and to furnish
evidence reasonably satisfactory to Landlord that such insurance coverages have
been obtained and are, at all times throughout the term of this Lease, in full
force and effect, Landlord shall have the right (but not the obligation) to
obtain and maintain such insurance coverages on behalf of Tenant upon ten (10)
Business Days’ prior written notice to Tenant and Tenant hereby covenants and
agrees to (i) furnish Landlord with all necessary information required by
Landlord to obtain and maintain such insurance coverages and (ii) to pay the
premiums therefor upon Landlord’s demand for such payment. 

51 







     11.12 Tenant’s
Cost. Any type of insurance
or any increases in the limits of liability described in this Article 11 that Tenant obtains for its own protection or as otherwise required by
statute shall be at Tenant’s sole cost and expense. 

     11.13 Insurers. All insurance required to be carried by Tenant
herein shall be evidenced by valid and enforceable policies issued by and
distributed among insurers of recognized responsibility having a Best’s (or
S&P or equivalent) rating of A- or better and a financial size category of
Class VII or above. Such insurers shall be authorized to do business in New
York. Upon Landlord’s demand, from time to time and upon thirty (30) days
written notice to Tenant, where a casualty or claim under such insurance has
occurred at or with respect to the Premises or this Lease and Landlord
reasonably requires such information, Tenant shall cause to be delivered to
Landlord a summary or copy (as Tenant may elect) of the relevant provisions,
exclusions and qualifications of Tenant’s insurance policies applicable to the
Premises (and specifically the referenced casualty or claim). 

ARTICLE
12 

RULES AND
REGULATIONS


     12.01 Rules and Regulations. Tenant, at Tenant’s sole cost and expense, shall
faithfully observe and comply with (and compel its officers, employees,
contractors, agents, licensees, invitees, subtenants (excluding Landlord or its
designee pursuant to a Takeback Sublease and all persons claiming by, through or
under Landlord or its designee pursuant to a Takeback Sublease),
concessionaires, other Tenant Parties and all others doing business with it,
faithfully to observe and comply with), the Building Rules and Regulations
annexed hereto as Exhibit
D-1 and the Alterations Rules and
Regulations annexed hereto as Exhibit D-2, in each case
with such reasonable changes therein (whether by modification, elimination or
addition) as Landlord at any time or times hereafter may make and communicate in
writing to Tenant (collectively, the “Rules and Regulations”),
provided any such changes are consistent with rules and regulations then being
implemented and enforced at comparable First Class Office Buildings, and
provided further that such changes will not materially increase Tenant’s costs
hereunder.

     12.02 Other Tenant. Nothing in this Lease contained shall be
construed to impose upon Landlord any duty or obligation to Tenant to enforce
the Rules and Regulations or the terms, covenants or conditions in any other
lease, as against any other tenant, and Landlord shall not be liable to Tenant
for violation of the same by any other tenant or its employees, agents or
visitors. However, Landlord shall not enforce any of the Rules and Regulations
in such manner as to discriminate against Tenant, and regardless of whether or
not the Rules and Regulations are enforced, Landlord shall operate the Building
as a First Class Office Building.

52 







ARTICLE
13 

ALTERATIONS


     13.01 Certain
Definitions. (a)
“Alteration” means an alteration, decoration, installation,
improvement, repair, addition or other physical change in, to or about any
portion of the Building, made, or to be made, by or on behalf of Tenant or any
other Tenant Party. Except as otherwise expressly provided in this Lease, all
references to “Alterations” shall be deemed to include Tenant’s Work.


          (b)
“Decorative
Alteration” means a Nonstructural
Alteration consisting solely of painting (and/or other wall covering) and
carpeting, and that does not require the approval of any Governmental Authority.


          (c)
“Nonstructural
Alteration” means an Alteration
in and to the interior of the Premises only, which, in Landlord’s reasonable
determination, (i) is not structural in nature and which does not and will not
otherwise affect the structural parts or integrity of the Building, (ii) does
not and will not affect any portion of the Building outside of the Premises or
involve core drilling, (iii) does not and will not adversely affect or increase
the usage of, any of the mechanical, electrical, plumbing, sanitary or other
systems or service of the Building, (iv) does not and will not adversely affect
any service or utility being provided to Tenant or to any other tenant or
occupant of the Building, (v) does not and will not reduce the value, cubic
content or utility of the Building, and (vi) does not and will not result in, or
require, an amendment to, or modification of, the certificate of occupancy for
the Building, and does not and will not result in a violation of said
certificate of occupancy. 

          (d)
“Permitted Nonstructural
Alteration” means a Nonstructural
Alteration the cost of which, together with the cost of all other such
Nonstructural Alterations undertaken in any twelve (12) month period, is not
more than $200,000.00 (the “Alteration Threshold”),
“Adjusted by CPI” (as that term is defined below), for each floor
in which such Nonstructural Alteration is undertaken. With respect to
Nonstructural Alterations undertaken on a floor the entire rentable area of
which is not included in the Premises, the Alteration Threshold shall be
decreased in proportion to the percentage of the rentable area of such floor not
included in the Premises. The term “Adjusted by CPI” shall
mean that the amount in question shall be adjusted on each anniversary of the
Execution Date by adding to the amount in question (as of the date this Lease is
executed but not as theretofore increased) an amount equal to the product of (i)
such amount and (ii) the percentage of increase, if any, in the Consumer Price
Index for the month in which the applicable anniversary occurs over the Consumer
Price Index for the month in which this Lease shall have been executed.
“Consumer Price
Index” 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. In the event that the
Consumer Price Index is converted to a different standard reference base or
otherwise shall be made with the use of such other conversion factor, formula or
table for converting the Consumer Price Index as may be published by the Bureau
of Labor Statistics or, if said Bureau shall not publish the same, then with the
use of other such conversion factor, formula or table as may be published by
Prentice-Hall, Inc., or any other nationally recognized publisher of similar
statistical information, provided that if there shall be no successor index and
the parties shall be unable to agree on a substitute index within thirty (30)
days, or if the parties shall fail to agree on the appropriate adjustment of
such successor or substitute index within thirty (30) days, a substitute index
or the appropriate adjustment of a
successor or substitute index, as the case may be, shall be determined by
arbitration pursuant to Article
34 hereof.

53 







          (e)
“Structural
Alteration” means any Alteration
that is not a Nonstructural Alteration. 

     13.02 Performance of Alterations. (a) Alterations shall be performed only in
accordance with, and subject to, this Article and the other applicable
provisions of this Lease. 

          (b) No
Alterations of any nature, including any Alterations outside the Premises or to
the exterior of the Premises, shall be made without Landlord’s prior written
consent in each instance, except as otherwise expressly permitted in this
Article. 

          (c)
All Structural Alterations shall be subject to Landlord’s prior written consent
in each instance. With respect to any Structural Alteration, Landlord’s consent
may be withheld or conditioned in Landlord’s sole and absolute discretion.


          (d)
With Landlord’s prior written consent in each instance, which consent shall not
be unreasonably withheld, conditioned or delayed, Tenant may, from time to time
during the Term, at its sole expense, make Nonstructural Alterations.


          (e)
Landlord’s consent shall not be required for any Decorative Alterations and
Permitted Nonstructural Alterations, provided that (i) same are performed in
accordance with, and subject to, this Article and all other applicable
provisions of this Lease, and (ii) at least twenty (20) days prior to commencing
any such Decorative Alteration or Permitted Nonstructural Alteration, Tenant
gives to Landlord a notice of Tenant’s intention to perform such Decorative
Alteration(s) or Permitted Nonstructural Alteration(s), which notice, to be
effective, shall be accompanied by a reasonably detailed description of the
Decorative Alteration(s) or Permitted Nonstructural Alteration(s) that Tenant
intends to perform, the estimated commencement date and completion date of such
Decorative Alterations(s) or Permitted Nonstructural Alteration(s), and the
estimated cost of Permitted Nonstructural Alterations(s). 

     13.03 Plans, Etc. (a) With respect to any Alteration (except for,
subject to the provisions of subsection 13.02(e) above,
Decorative Alterations), Tenant shall advise Landlord thereof and, at Tenant’s
sole cost and expense, shall: 

     (i) At least ten (10) Business
Days prior to the commencement of such Alteration, deliver to Landlord a
certificate from Tenant’s architect setting forth such architect’s good faith
estimate of the total cost of the proposed Alteration (including Soft Costs),
such total cost being herein referred to as the “Total Cost”, which Total Cost shall be subject to Landlord’s
verification, Tenant hereby agreeing to deliver to Landlord a revised
certificate from Tenant’s architect from time to time setting forth a revised
estimate of the Total Cost if, and promptly after, the Total Cost changes;


     (ii) At least ten (10) Business
Days prior to the commencement of any Alterations, deliver to Landlord copies of
all construction contracts, contracts and other agreements relating to the
Alterations in question, including those agreements that provide for the
so-called “hard costs” and the Soft Cost, Tenant hereby agreeing to deliver to
Landlord from time to time all change orders and other agreements relating to
the Alterations, including amendments and modifications to any of the foregoing, if, and promptly after, same are
entered into; and 

54 










     (iii) Have prepared by a licensed architect or engineer
approved by Landlord (which approval shall not be unreasonably withheld or
delayed), and deliver to Landlord for Landlord’s approval, completed and
reasonably detailed architectural, mechanical and electrical working drawings,
plans and specifications therefor, including construction drawings and documents
and plans and specifications for the sprinkler, fire and life safety systems,
and any amendments or modifications to the foregoing (such complete and
reasonably detailed working drawings, plans and specifications being herein
referred to as “Tenant’s
Plans”), which approval shall not be
unreasonably withheld, conditioned or delayed for Nonstructural Alterations.
Notwithstanding the foregoing provisions of this Section 13.03(a)(iii), Landlord’s
approval shall not be required for Tenant’s Plans for Permitted Nonstructural
Alterations, provided, however, Tenant shall deliver the same to Landlord as
provided herein. The submission to Landlord of Tenant’s Plans (or any revisions
thereto) shall not be effective if same are not complete or if three (3) copies
thereof in hard copy/blueprint format and three (3) copies thereof in the latest
version of AutoCAD format (or such other format as may be approved by Landlord)
are not delivered to Landlord in accordance with Article 32. 

          (b) Tenant
shall pay, as Additional Rent, to Landlord within thirty (30) days after receipt
of Landlord’s reasonably detailed invoice therefor, Landlord’s out-of-pocket, third-party
costs and expenses in connection with (A) the review of the Tenant’s Plans (and
all revisions thereto), (B) during the performance and after the completion of
any Alterations, the inspection, by or on behalf of Landlord or any person
claiming by, through or under Landlord, of Alterations , (C) the securing and
keeping safe the Premises and other portions of the Real Property during the
performance of Alterations , and (D) complying with applicable Requirements
during the performance of Alterations , Tenant hereby agreeing that neither
Landlord’s approval of the Tenant’s Plans (or any revisions thereto), nor its
inspection, nor its right or failure to inspect of such work, nor its attempts,
right or failure to secure or keep safe the Premises or other portions of the
Real Property during the performance of Alterations , nor its attempts, right or
failure to comply with applicable Requirements during the performance of
Alterations, shall impose upon Landlord any obligation or liability whatsoever
with respect thereto, including any obligation or liability that might arise as
a result of such work not being performed in accordance with applicable
Requirements or with the Tenant’s Plans (and revisions thereto) approved by
Landlord or otherwise. The review or approval by Landlord of any Tenant’s Plans
or any revisions thereto is solely for Landlord’s benefit, and is without any
representation or warranty whatsoever with respect to the adequacy, correctness
or efficiency thereof or otherwise. Neither the granting by Landlord of its
approval of any Tenant’s Plans or any revisions thereto, nor Landlord’s
execution of any of the applications referred to in Section 13.04 below, shall in any manner
constitute or be deemed to constitute a judgment or acknowledgment by Landlord
as to their legality or compliance with Requirements. Landlord may, as a
condition of its approval, require Tenant to make reasonable revisions in and to
Tenant’s Plans. Landlord’s approval of any Tenant’s Plans or revisions thereto
shall not be effective unless same is in writing. 

          (c) Tenant
shall not use, employ or retain any contractor, construction manager, engineer
or architect, or permit the use, employment or retention of any subcontractor,
that has not been first approved by Landlord, which approval shall not be
unreasonably withheld, delayed or conditioned. Landlord has pre-approved the
contractors and subcontractors listed on Exhibit L annexed hereto to perform
Alterations, provided, however, that Landlord shall have the right (for good
cause in Landlord’s reasonable discretion) to withdraw any such approval as to
any contractor or subcontractor on Exhibit
L at any time after the date hereof and prior
to such time as Tenant has entered into any contract for the performance of
Alterations by such contractor or subcontractor. Notwithstanding the foregoing,
(i) for any Alterations involving the fire and life safety equipment or systems,
Tenant may only use contractors and subcontractors approved by Landlord in
Landlord’s sole reasonable discretion or designated by Landlord, (ii) the
Tenant’s Plans for the Alterations described in clause “(i)” above shall be
prepared, at Tenant’s sole cost and expense, by engineers or other professions
approved by Landlord (which approval may be granted or withheld in Landlord’s
sole and absolute discretion) or designated by Landlord, and (iii) all Tenant’s
Plans that are required to be submitted to, filed with, or approved by, any
Governmental Authority, shall be submitted or filed by an expediter approved by
Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. 

55 







     13.04
Permits; Insurance. (a) All permits, notices, approvals and certificates
required by all Governmental Authorities, if any, or the commencement and
prosecution of an Alteration, and, upon completion, for the final approval of
such Alterations, are herein referred to as the “Alteration Permits). At least five
(5) Business Days prior to commencing any Alteration, Tenant shall, at its
expense, obtain, and deliver copies to Landlord of, all Alteration Permits
required for the commencement and prosecution of the Alterations in question,
and promptly after the substantial completion of an Alteration, Tenant shall, at
its expense, obtain, and deliver to Landlord copies of, all Alteration Permits
for the final approval of such Alterations. To the extent Landlord’s cooperation
is reasonably required to obtain any Alteration Permit, Landlord agrees to
cooperate reasonably with Tenant (at no cost to Landlord) in connection with
Tenant obtaining such Alteration Permit(s) (including, if necessary, the
execution of any applications or other documents required therefor), provided
that no Event of Default exists and provided further that in Landlord’s
reasonable judgment, such cooperation by Landlord is not reasonably likely in
Landlord’s reasonable opinion to subject Landlord (or any person claiming by,
through or under Landlord) to any civil or criminal liability. If Landlord in
its sole discretion elects to execute such applications prior to approving
Tenant’s Plans or any revisions thereto, such execution of any such applications
shall in no way be deemed to be the approval by Landlord of any of the
Alterations contemplated in such applications or any of the Tenant’s Plans or
revisions thereto in respect of such Alterations, even if the Tenant’s Plans or
revisions thereto in question were submitted to Landlord with, or prior to, the
submission to Landlord of such application(s). Tenant shall indemnify, defend
and hold harmless Landlord and all Landlord Indemnitees (as defined in
Section 21.01(a) hereof) from and against any and all actions, proceedings, claims,
deficiencies, judgments, suits, losses, obligations, penalties, liabilities,
damages, costs and expenses (including court costs and reasonable legal fees and
disbursements) arising from, relating to or resulting from any misrepresentation
contained in any application prepared by Tenant and signed by Landlord.


          (b) (i) In
addition to the insurance required to be maintained pursuant to Article 11 above,
throughout the performance of all Alterations, all contractors and
subcontractors of Tenant or any other Tenant Party shall, at no cost or expense
to Landlord, obtain, and keep in full force and effect, for the benefit of the
Landlord Indemnitees, the following insurance coverage, which insurance coverage
shall be primary, notwithstanding any other insurance that might be in effect
for the Landlord Indemnities: 

56 







                   
(A) Commercial General Liability Insurance, including Contractual
Liability (to specifically include coverage for the indemnification set forth in
subsection (b)(i) above), Products & Completed Operations Liability
(including XCU coverage), Broad Form Property Damage, Personal Injury Liability
and Advertising Injury Liability, all written on an occurrence form, with
combined bodily injury and property damage limits of liability of not less than
$5,000,000 combined single limit, $5,000,000 Personal & Advertising Injury
and $5,000,000 Products and Completed Operations liability with an aggregate
limit per project. The limits of liability can be provided in a combination of a
Commercial General Liability policy and an Umbrella Liability policy, which is
written on a no less than follow form basis. The policy should be written on
form CG00 01 07 98 or its equivalent and shall not include any exclusions or
limitations other than those incorporated in the standard form. Such insurance
shall be primary notwithstanding any insurance maintained by any Landlord
Indemnitee; and 

                   
(B) Worker’s Compensation Insurance, providing statutory benefits for
contractor’s and subcontractor’s employees and Employer’s Liability coverage in
the amounts required by applicable Requirements, if any, otherwise in an amount
that is not less than $1,000,000.00. 

     (ii) The general
contractor or construction manager of Tenant and of all other Tenant Parties
shall have included, and shall cause all other contractors and subcontractors to
have included, in each of the above insurance policies, except Workers
Compensation, a waiver of the insurer’s right of subrogation against
the Landlord Indemnitees, and notwithstanding anything which may be deemed to
the contrary, the general contractor or construction manager of Tenant and of
all other Tenant Parties and all other contractors and subcontractors, shall
agree to waive all rights of subrogation in favor of Landlord
Indemnitees.

     (iii) Landlord,
the Landlord Indemnitees and all other Additional Insureds (as defined in
Article 11
above), all as their interests may appear, and such other parties in interest as
Landlord may designate in writing from time to time, shall be named as
additional insureds in each of the above policies, except with respect to
Workers Compensation. 

     (iv) Certificates
in the customary form, (e.g., Acord 25, evidencing all of the insurance required to be
obtained pursuant to subsection (ii) above shall be delivered to Landlord at
least five (5) Business Days prior to the commencement of the Alterations in
question, and similar certificates shall be delivered evidencing the renewal or
replacement of such insurance at least ten (10) days prior to the effective date
of such renewal or change of insurer. 

     (v) Except for Alterations taking thirty (30) days or less to
complete, the general contractor or construction manager of Tenant and of all
other Tenant Parties and all other contractors and subcontractors then
performing Alterations shall notify Landlord, or use commercially reasonable
efforts to cause their respective insurers to notify Landlord, at least thirty
(30) days in advance, of any cancellation (other than for non-payment of
premium), non-renewal (other than for non-payment of premium) or material change
in any such insurance policies during performance of such Alterations, and, at
least fifteen (15) days in advance, of cancellation or non-renewal for
non-payment of premium. 

57 







     13.05 Closing Out Permits. (a) Tenant
shall close out or cancel all open Alteration Permits promptly after the
completion of the work requiring such Alteration Permit or, in the event Tenant
decides not perform any portion of its Alterations for which an Alteration
Permit was issued, Tenant shall promptly cancel such Alteration Permits (without
prejudice, however, to Tenant’s right thereafter to re-apply for such Alteration
Permit in accordance with the applicable provisions of this Article), but in all
events (1) Tenant shall cancel all such Alteration Permits prior to the earlier
to occur of (A) the expiration of the Term of this Lease, and (B) Tenant’s
assignment of this Lease, and (2) Tenant shall cancel all Alteration Permits for
any portion of the Premises (A) with respect to which this Lease is terminating,
on or prior to the date of such termination, and (B) that is the subject of a
Takeback Sublease, on or prior to the commencement date of such Takeback
Sublease. Once commenced, an Alteration shall be performed and substantially
completed in compliance with all Alteration Permits and all applicable
Requirements (including obtaining all necessary sign-offs), in accordance with
the Tenant’s Plans (and revisions thereto) theretofore approved by Landlord,
which approval shall be governed by the same standard as applies to Landlord’s
approval of the Alterations shown thereon as otherwise provided in this Article,
and otherwise in a good and workmanlike manner, using new materials and
equipment of a quality and class at least equal to the original installations in
the Building. Alterations shall be performed in such a manner as not to
unreasonably interfere with or delay, and as not to impose any additional
expense upon Landlord (that is not reimbursed by Tenant) in, the maintenance or
operation of the Building or any part thereof. If any Alterations shall involve
the removal of any fixtures, equipment, or other property in the Premises owned
by Landlord and not connected to the Building systems or equipment (such as
electricity, plumbing and/or heating, ventilation and air conditioning
equipment), Tenant shall, if Landlord so requests in writing at the time of
Landlord’s approval of Tenant’s Plans (provided Tenant delivers Tenant’s Plans
therefor and such plans contain the Required Landlord Property Removal Statement
(as hereinafter defined)), deliver to Landlord any such fixtures, equipment, or
property so removed. If any Alterations shall involve the removal of any
fixtures, equipment, or other property in the Premises owned by Landlord and
connected to the Building systems or equipment, such fixtures, equipment, or
other property shall be promptly replaced, at Tenant’s sole cost and expense,
with new fixtures, equipment, or other property (as the case may be) of like
utility and at least equal value unless Landlord shall otherwise expressly
consent in writing, and Tenant shall, if Landlord so requests in writing at the
time of Landlord’s approval of Tenant’s Plans (provided Tenant delivers Tenant’s
Plans therefor and such plans contain the Required Landlord Property Removal
Statement), deliver to Landlord any such fixtures, equipment, or property so
removed. If, pursuant to this subsection (a), Tenant does not submit Tenant’s
Plans for the removal of any fixtures, equipment, or other property in the
Premises owned by Landlord, then, prior to any such removal, Tenant shall notify
Landlord in writing of Tenant’s intention to remove the same, which notice must
contain the Required Landlord Property Removal Statement, and Landlord shall if
it so desires, within twenty (20) days after receipt of Tenant’s notice, request
that any such fixtures, equipment or property so removed be delivered to
Landlord. Any such fixtures, equipment so removed that Landlord does not request
to be delivered to Landlord shall be discarded and removed from the Building by
Tenant at Tenant’s sole cost and expense. For purposes of this Section 13.05(a),
“Required Landlord Property Removal
Statement” means the following statement in
bold and capital letters: “THIS IS A SECTION
13.05(a) REQUEST FOR LANDLORD’S DIRECTION WITH RESPECT TO THE REMOVAL BY TENANT
OF FIXTURES, EQUIPMENT AND OTHER PROPERTY OWNED BY LANDLORD IN THE PREMISES
PURSUANT TO THE PROVISIONS OF SECTION 13.05(a) OF THE LEASE. IF LANDLORD FAILS
TO DIRECT TENANT TO DELIVER TO LANDLORD ANY REMOVED FIXTURES, EQUIPMENT OR OTHER
PROPERTY SIMULTANEOUSLY WITH THE APPROVAL OF TENANT’S PLANS (OR, IF THIS NOTICE
WAS NOT SENT SIMULTANEOUSLY WITH, AND AS A PART OF, TENANT’S PLANS, WITHIN
TWENTY (20) DAYS AFTER LANDLORD’S RECEIPT OF THIS NOTICE), THEN TENANT SHALL
DISCARD AND REMOVE FROM THE BUILDING ANY SUCH FIXTURES, EQUIPMENT AND OTHER
PROPERTY OWNED BY LANDLORD.” 

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          (b)
Promptly after the substantial completion of each Alteration (and within ten
(10) Business Days after Landlord’s written request therefor), Tenant, at its
sole cost and expense: 

     (i) Shall have
prepared and delivered to Landlord, three (3) copies of as-built plans (in hard
copy/blueprint format and in the latest version of AutoCAD format (or such other
format as may be approved by Landlord)), and three (3) copies of balancing
reports, operating manuals, maintenance logs, warranties and guaranties,
sign-offs and inspection reports with respect to the Alterations in question.
Landlord shall have an unrestricted non-exclusive license to use such “as built”
plans, as well as all field notes and plans, for any purpose relating to the
Premises without paying any additional cost or compensation therefor;
and 

     (ii) Final lien
waivers from the general contractor and/or construction manager and each direct
contractor, subcontractor, materialman and supplier of the general contractor or
construction manager or any other party entitled to claim a mechanics or other
lien on account of the Alterations, as applicable, to the extent of the amount
paid to such parties. 

     13.06 No Liens. Tenant shall not permit
any mechanic’s or other liens to be filed, or violations to be issued by the
Department of Buildings or any other Governmental Authority, in any such case in
connection with or arising from, or otherwise connected with, any Alterations or
any other work claimed to have been done for, or materials furnished to, Tenant
or any Tenant Party, whether or not done or furnished pursuant to this Article,
including the liens of any security interest in, conditional sales of, or
chattel mortgages upon, any materials, fixtures or articles so installed in and
constituting part of the Premises, and, at Tenant’s sole cost and expense, shall
defend, indemnify and save Landlord harmless from and against all such liens,
violations, security interests, conditional sales or chattel mortgages and
against all costs, expenses and liabilities incurred or paid in connection with
any such lien, violation, security interest, conditional sale, or chattel
mortgage or any action or proceeding brought thereon. Tenant, at its expense,
shall satisfy, cancel or discharge all such liens and violations, and remove
same from the record (by bond or otherwise), within thirty (30) days after
Landlord makes written demand therefor; provided, however, that the granting of
such thirty (30) days shall not affect Tenant’s other obligations and
liabilities under this Lease, including the indemnification obligation set forth
in this Section.

     13.07 No Authority. Nothing contained in
this Lease shall be deemed or construed to constitute the consent or request of
Landlord, express or implied, by implication, inference or otherwise, to any
contractor, subcontractor, laborer or materialman for the performance of any
labor or the furnishing of any materials for any specific improvement of,
alteration to, or repair of, the Real Property or any part thereof on behalf of
Landlord or any lessor under any superior lease, nor as giving Tenant any right,
power or authority to contract on behalf of Landlord or any such lessor, or
permit the rendering, on behalf of Landlord or any such lessor of, any services
or the furnishing of materials that would give rise to the filing of any lien,
mortgage or other encumbrance against the Real Property or any part thereof or
against any assets of Landlord or any such lessor. 

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     13.08 Labor Harmony. No Alteration shall
be done in a manner (including the contractors and subcontractors performing the
Alteration) that would: (i) create any work stoppage, picketing, labor
disruption, or dispute; (ii) violate the union contracts, if any, affecting any
part of the operation of maintenance the Real Property; or (iii) interfere with
the business of Landlord or any tenant or occupant of the Building. In the event
of the occurrence of any condition described above arising from Tenant’s
exercise of any of its rights pursuant to the provisions of this Article or any
other provision of this Lease, Tenant shall, immediately upon notice from
Landlord, cease the manner of exercise of such right giving rise to such
condition. In the event that Tenant fails to cease such manner of exercise of
its rights as aforesaid, Landlord, in addition to any rights available to it
under this Lease, at law or equity, shall have the right to injunction without
notice. Tenant shall use union labor for the performance of all Alterations,
including Tenant’s Work. 

     13.09 Hours and Performance. Tenant may
perform approved Alterations only at such times and other such conditions as are
reasonably determined by Landlord in the Rules and Regulations or otherwise on a
uniform basis for the Building. Tenant and Tenant Parties may only perform
Regulated Work (as hereinafter defined) in connection with approved Alterations
or any other work on (A) days that are not Business Days and (B) Business Days
other than during the hours of 8:00 AM to 6:00 PM (“Business Hours”). Tenant covenants and
agrees to use all reasonable and diligent efforts in accordance with customary
construction practice for First Class Office Buildings to prevent noise
resulting from the performance of Alterations or any other work required or
permitted to be performed by Tenant or any other Tenant Party under or pursuant
to this Lease, from being audible outside the Premises (including portions of
the Building outside the Premises). The term “Regulated Work” shall mean any work
creating excessive noise, vibration or fumes (including, by way of example, any
work involving: (a) demolition; (b) cutting, trenching, chopping and drilling of
floor slabs; (c) shooting fasteners into slab, floor or over-head; (d) spraying
of paint or other coatings; (e) disconnects or shutdowns; (f) burning or welding
of steel which causes fumes to be transmitted to other parts of the Building; or
(h) the use of air-hammers or concrete saws). Notwithstanding the foregoing to
the contrary, Tenant shall be permitted to undertake Regulated Work as part of
Tenant’s Work other than during the aforementioned hours and on Business Days so
long as such work is not audible outside of the Premises and does not cause
Building vibrations perceptible in other tenant premises. In the event that any
such Regulated Work performed by Tenant pursuant to the immediately preceding
sentence is audible outside of the Premises or causes vibrations perceptible in
other tenant premises in the Building, Tenant shall suspend such Regulated Work
immediately upon notice from Landlord (which may be oral) and shall reschedule
the applicable. 

     13.10 Additional Costs. Notwithstanding
anything herein to the contrary, Tenant shall be solely responsible for all
costs with respect to any fire protection personnel, standby labor and/or
operating personnel that may be required to comply with applicable Requirements
and/or union jurisdictional requirements, and otherwise to comply with
Landlord’s Rules and Requirements or other reasonable requirements for the
safety and protection of the Real Property and other property and individuals in
or about the Real Property, in connection with the performance by Tenant of
Alterations and for all actual overtime costs of Building personnel incurred by
Landlord for Landlord to have representative on site by during the performance
of any Alterations by Tenant other than during the hours of 8:00 AM to 6:00 PM
on Business Days. 

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ARTICLE 14 

TENANT’S
PROPERTY 

     14.01 Property of Landlord. All
fixtures, equipment, improvements and appurtenances attached to or built into
the Premises at the commencement of or during the Term, whether or not by or at
the expense of Tenant, shall be and remain a part of the Premises, shall be
deemed the property of Landlord and shall not be removed by Tenant, except as
hereinafter in this Article expressly provided. 

     14.02 Tenant’s Property. All paneling,
movable workstations, trade fixtures, machinery and equipment, communications
equipment and office furniture, whether or not attached to or built into the
Premises, which are installed in the Premises by or for the account of Tenant or
any other Tenant Party, without expense to Landlord, and can be removed without
permanent structural damage to the Building, and all furniture, furnishings and
other articles of movable personal property owned by Tenant or any other Tenant
Party and located in the Premises (all of which are sometimes referred to as
“Tenant’s Property”) shall be and shall remain the property of Tenant and may be removed by
it at any time during the Term; provided that if any of Tenant’s Property is
removed, Tenant or any party or person entitled to remove same shall repair or
pay the cost of repairing any damage to the Premises or to the Building
resulting from such removal.

     14.03 End of Term Removal. At or before
the Expiration Date, or the date of any earlier termination of this Lease, or as
promptly as practicable after such an earlier termination date, Tenant at its
expense, shall remove from the Premises all of Tenant’s Property except such
items thereof as Tenant shall have expressly agreed in writing with Landlord
were to remain and to become the property of Landlord, and shall fully repair
any damage to the Premises or the Building resulting from such
removal.

     14.04 Abandonment. Any other items of
Tenant’s Property which shall remain in the Premises after the Expiration Date
or after a period of thirty (30) days following an earlier termination date,
may, at the option of Landlord, be deemed to have been abandoned, and in such
case either may be retained by Landlord as its property or may be disposed of,
without accountability, at Tenant’s sole cost and expense in such manner as
Landlord may see fit. 

     14.05 Specialty Installations. (a) For
purposes of this Lease, “Specialty
Installation(s)” means all Alterations which
in Landlord’s reasonable judgment are of a specialized nature (e.g., not typical
of a customary office installation) including, without limitation, the
following: kitchens (as contrasted with pantries, which shall not constitute
Specialty Installations), fitness centers, private or executive lavatories,
plumbing and gas installations from the Building core to the Premises and
throughout the Premises, internal staircases, slab cuts, raised and reinforced
floors, communication installations, all wiring and cabling (as well as all
other equipment related thereto), conduits, spray booth equipment, video, audio
and graphic production room/suite equipment, security systems, vaults,
dumbwaiters, pneumatic tubes, vertical and horizontal transportation systems and
other installations of similar character or nature, any food serving line
equipment in any kitchen or cafeteria, any mailroom equipment, and any
Alterations made to the roof or terrace of the Building or otherwise outside of
the Premises. If, at the time that Tenant requests Landlord’s consent to the
performance of any Alteration in accordance with the terms of this Lease, Tenant
specifically inquires whether any part of such Alteration is a Specialty
Installation, then Landlord shall inform Tenant along with Landlord’s response
to Tenant’s consent request, whether any aspect of Tenant’s Alteration is a Specialty Installation. If Landlord informs Tenant in the
notice indicated in the immediately preceding sentence that an item is not a
Specialty Installation, then such item shall be deemed not to be a Specialty
Installation hereunder and removal thereof may not subsequently be required by
Landlord unless such Specialty Installation is materially altered following
Landlord’s initial notice to Tenant. Unless otherwise expressly advised in
writing by Landlord to the contrary not later than one hundred twenty (120) days
prior to the Expiration Date, on or before the Expiration Date or sooner
termination of this Lease, Tenant shall, at its sole cost and expense, remove
all Specialty Installation(s) from the Premises and cap off plumbing and gas
lines at the Building core on the applicable floor in accordance with applicable
Requirements and good construction practices, and restore all affected areas of
the Premises and the Building to the condition that existed prior to such
penetrations (all such removal, repair and restoration work being hereinafter
referred to as the “Restoration
Work”), except that prior to commencing such
Restoration Work, Tenant shall notify Landlord thereof and, if Landlord shall
advise Tenant, within ten (10) Business Days after Landlord’s receipt of such
notice that Landlord wishes any Specialty Installations to remain, Tenant shall
not perform Restoration Work with respect to that particular Specialty
Installation.

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          (b) If at
any time during the Lease Term, Tenant ceases using any wiring or cabling
installed by or on behalf of Tenant in any portion of the Premises or in any
other portions of the Building (other than a cessation that is temporary and
where Tenant intends to resume using such wiring or cables within a reasonable
period of time after such cessation), Tenant shall promptly give notice to
Landlord of such cessation and, subject to the applicable requirements of this
Lease, shall promptly remove such unused wiring and cabling at Tenant’s sole
cost and expense. In order for Landlord and Tenant to (i) identify any wiring or
cabling installed by or on behalf of Tenant in any portion of the Premises or in
any other portions of the Building and/or (ii) trace the starting and
terminating points of such wiring and cabling, Tenant shall cause such wiring
and cabling to be labeled and tagged, when installed, with appropriate
identification marks and shall maintain, during the Term for all then existing
wiring and cabling, “as installed” drawings containing a guide or key to such
marks and showing the routing of such wiring and cabling. Upon Landlord’s
request, Tenant shall provide to Landlord and Landlord’s representatives and
contractors copies of such “as installed” drawings. 

          (c)
Tenant’s obligation and liability with respect to the removal of Specialty
Installation(s) and the performance the Restoration Work shall survive the
Expiration Date (as same may be extended) or sooner expiration or termination of
this Lease. 

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ARTICLE 15 

REPAIRS AND
MAINTENANCE 

     15.01 Tenant Repairs. Tenant, at its
sole cost and expense, (a) shall maintain (without any requirement to make
structural repairs, except as otherwise provided in this Lease) in good working
order and condition, and shall repair promptly, the floors, columns, ceilings,
interior walls, plate glass and doors of the Premises, (b) shall maintain in
good working order and condition all other portions of the Premises, and the
fixtures, equipment and appurtenances therein, including all Building systems
and equipment within and exclusively serving the Premises that have been
installed or modified in any way by or on behalf of Tenant or any other Tenant
Party, and (c) promptly shall make all nonstructural repairs to all of the
foregoing as and when needed to preserve the Premises (and all such fixtures,
equipment and appurtenances) in good working order and condition, except for
reasonable wear and tear and damage by fire or other casualty if such damage is
the obligation of Landlord to repair under this Lease. Furthermore, and
notwithstanding anything in this Lease to the contrary, Tenant, at its sole cost
and expense, shall maintain in good working order and condition, repair
promptly, all devices, systems, equipment and installations (including HVAC
controls), whether located inside or outside the Premises and regardless of
whether such repairs are structural in nature, that were installed by or on
behalf of Tenant or any other Tenant Party and which exclusively service the
Premises (including the Supplemental HVAC Units, Tenant’s obligations for which
are more particularly set forth in Article
17 below), and regularly service same under a
maintenance agreement as may be required by applicable Requirements and as may
be otherwise required to maintain such devices, systems, equipment and
installations in good working order and condition. Notwithstanding anything in
this Lease to the contrary, Tenant, at its sole cost and expense, shall promptly
make all Alterations and repairs, ordinary or extraordinary, interior or
exterior, structural or otherwise, in and about the Premises and the Building,
as shall be required by reason of (i) the performance or existence of Tenant’s
Work or other Alterations (which obligation shall include the making of both
structural and nonstructural repairs to all installations and other Alterations
made by Tenant or any other Tenant Party), (ii) the installation, use or
operation of Tenant’s Property in the Premises, (iii) the moving of Tenant’s
Property in or out of the Building, (iv) the negligence or willful act of, or
omission by, Tenant or any other Tenant Party, (v) the use of any portion of the
Premises for a use that is not permitted under this Lease, or (vii) a default
under any of the terms, covenants or conditions in this Lease on Tenant’s part
to observe, perform or comply with. In addition, and notwithstanding anything in
this Lease to the contrary, Tenant, at its sole cost and expense, shall promptly
make (A) all repairs that are structural in nature, to all devices, systems,
equipment and installations, whether located inside or outside the Premises that
are installed by or on behalf of Tenant or any other Tenant Party, (B) all
repairs (both structural and nonstructural) to all modifications of Building
systems or equipment outside the Premises that were made by Tenant or any other
Tenant Party (but not general repairs to the Building systems except to the
extent that such repairs were necessitated by the acts of Tenant or any other
Tenant Party), and (C) all repairs (both structural and nonstructural) to any
other portion of the Building systems or equipment outside of the Premises the
repair of which is required because of any of such modifications.
Notwithstanding the foregoing, to the extent that Tenant is obligated to perform
any Structural Alterations or structural repairs to any portion of the Premises
or other portion of the Building or is obligated to perform any Alterations or
repairs outside of the Premises (including to the Building Systems or equipment
outside of the Premises), Landlord, at its election, may, after ten (10) days
prior written notice to Tenant (except in the event of an emergency in which no
notice shall be required), perform such Alterations or repairs on Tenant’s
behalf, in which event, Tenant shall reimburse Landlord for the actual
reasonable costs paid or incurred by Landlord to perform such Alterations or
repairs within thirty (30) days after Landlord’s request therefor, which request
shall be accompanied by a reasonably detailed description of the repairs in
question and the costs thereof. In addition to Tenant’s obligation with respect
to plate glass, Tenant, at its sole cost and expense, shall be responsible for
all repairs, maintenance and replacement of interior doors, walls and wall and
floor coverings, Signs, window treatments and window shades in the Premises and,
for the repair and maintenance of all lighting fixtures therein. All repairs
made by Tenant shall be made in accordance with Article 13 of this Lease, as if such
repairs were an Alteration, subject to Landlord’s right to make such repairs on
behalf of Tenant, as more particularly provided above. All repairs, maintenance
and alterations performed by Tenant are to be performed consistent with a First
Class Office Building standard. Except with respect to floors on which Tenant
leases less than all of the RSF (i.e., multi-tenanted floors), Tenant shall at
its sole cost and expense maintain and repair the core restrooms in the Premises
and the fixtures and appurtenances contained therein. 

63 







     15.02
Landlord Repairs. Subject to Tenant’s obligations set forth in Sections 10.01 and
15.01
hereof and in other applicable provisions of this Lease, Landlord, at its
expense, shall (i) maintain and repair the Building and its systems and
facilities that serve the Premises (including the Building HVAC Systems (as
defined in Section 17.02 hereof) to the point of connection with any internal
distribution systems therefor in the Premises, the other Building mechanical,
electrical and plumbing systems to the point of connection with any internal
distribution systems therefor in the Premises, and the Building Common Areas (as
hereinafter defined)), all to the extent required to maintain the Building in
first class condition, and (ii) make such structural and non-structural repairs
to the Building (including the roof and façade thereof) that are not the
obligation of Tenant to make, that are required to maintain the Building in
first class condition. For the purposes of this Lease, “Building Common Areas”
means (i) all of the common facilities in or around the Real Property that are
owned or controlled by Landlord and which are designed and intended, from time
to time, to be used on a non-exclusive use, without the express permission of
Landlord, by the tenants and other occupants of the Building in common with
Landlord and each other, including the ground floor lobby (which is to be used
by Tenant and all other Tenant Parties solely for access to and from the
Premises by individuals), the fire stairs (which are to be used by Tenant and
all other Tenant Parties as set forth in Section 18.10 hereof), and all outdoor
walkways and plazas, if any, and (ii) all Terrace Space (other than that which
has been designated for the exclusive use of any tenant or occupant of the
Building). For the purposes of this Section only, the Building Common Areas
expressly excludes those portion of the Real Property that are to be used, or
are intended to be used, on an exclusive basis by Landlord or any tenant or
occupant of the Building, including the restrooms in the Building; the telephone
and telecommunications closets of the Building; the shaft space in the Building;
and the roofs of the Building and any Terrace Space. To the extent Tenant has
the right to use any of the Building Common Areas pursuant to any other
provision of this Lease, Tenant’s right to use such Building Common Areas shall
be governed by such other provision. 

     15.03 Except as may otherwise be
expressly provided in this Lease, Landlord shall have no liability to Tenant by
reason of any inconvenience, annoyance, interruption or injury to business
arising from Landlord, Tenant or others making or failing to make any repairs or
changes which, with respect to Landlord, Landlord is required or permitted by
this Lease, or required by any Requirement to make, in or to any portion of the
Building or the Premises, or in or to the fixtures, equipment or appurtenances
of the Building or the Premises.

ARTICLE 16 

ELECTRICITY 

     16.01 The Building is equipped with
risers, feeders and wiring so as to supply the Premises, up to the electrical
panel(s) on the 14th and 16th floors of the Building that serve the Premises,
with electrical service of an average demand load of not less than six watts per
usable square foot of the Premises for lighting and for the operation of normal
office equipment, exclusive of the operation of the Building HVAC Units (as
defined in Article 17) that serves the Premises. Electrical service shall be
delivered to each floor of the Premises at 480 volts and stepped down to 277
volts for the lighting and 120 volts for receptacle power. Additionally, there
is a metering system that measures the amount of “Usage” (as defined in
Section 16.02(a) hereof) in and to the Premises. Where more than one meter measures the
amount of Usage, Usage through each meter shall be totalized and computed and
billed conjunctively. Landlord shall maintain such metering system in working
order and condition. Tenant, at its sole cost and expense, shall distribute the
electricity within the Premises from said electrical panel. 

64 







     16.02 For purposes of this Article:


          (a)
“Usage”
means actual usage of electricity in the Premises and to operate the Roof
Installations for each calendar month or such other period as Landlord shall
determine and shall include the quantity and peak demand (kilowatt hours and
kilowatts); 

          (b)
“Landlord’s Rate” means the service classification (including all applicable taxes,
surcharges, demand charges and rates, energy charges and rates, fuel adjustment
charges, time of day charges and other charges, adjustments and sums payable in
respect thereof excluding discounts (other than bulk discounts)) pursuant to
which Landlord purchases electric current for the Building from the utility
company supplying electric current to the Building. 

          (c)
“Basic Cost” means the product of (i) Usage multiplied by (ii) the Landlord’s Rate,
for the period that corresponds to the period during which Usage was measured;
and 

          (d)
“Tenant’s Cost” means 105% of the Basic Cost. 

     16.03 Invoicing. Landlord, from time to
time but not more often than monthly, shall give to Tenant an invoice indicating
the period during which the Usage was measured and the amount of Tenant’s Cost
payable by Tenant to Landlord for such period. (If, pursuant to Section 16.09 below, Usage is
determined by an Electrical Consultant, then Landlord, from time to time but not
more often than monthly, shall give to Tenant an invoice (an “Electricity Invoice”)
indicating the period during which the Usage was determined by the Electrical
Consultant and the amount of Tenant’s Cost payable by Tenant to Landlord for
such period, subject to the provisions of Section 16.09 below.) Tenant shall pay
to Landlord the amount of Tenant’s Cost set forth on such invoices, as
Additional Rent, within thirty (30) days after Tenant is given such invoices. In
addition, if any tax is imposed upon Landlord by any Governmental Authority with
respect to the purchase, sale or resale of electrical energy supplied to Tenant
hereunder, then, to the extent permitted by law, such taxes shall be passed on
to Tenant and included in the bill to, and paid by, Tenant to Landlord, as
Additional Rent. 

     16.04 No Representation. Tenant hereby
acknowledges that Landlord has made no representation or warranty as to whether
or not the electrical service described in Section 16.01 above is or will be
sufficient or adequate for its or any other Tenant Party’s electrical needs from
time to time during the Term. In addition, except as provided in Section 18.09 hereof,
Landlord shall not in any wise be liable or responsible for any loss, damage, or
expense that may be sustained or incurred if either the quantity or character of
electrical service is changed, is no longer available, or is unsuitable for the
requirements of Tenant or any other Tenant Party. 

     16.05 Equipment. Other than any
equipment necessary to bring the electrical service described in Section 16.01 above to the
electrical panel serving the Premises, any panel boards, feeders, risers, wires,
conduits, or other conductors and equipment necessary and proper in connection
with providing electrical service to the Premises and such other portions of the
Building in which, pursuant to the applicable provisions of this Lease, Tenant
is permitted to install equipment that consumes electricity, shall be furnished
and installed by Tenant in accordance with the terms of, and subject to the
applicable provisions of this Lease (including Section 16.07 below) (or, at
Landlord’s election, by Landlord at Tenant’s sole cost and expense) and
thereafter maintained by Tenant, at Tenant’s sole cost and expense (or, at
Landlord’s election, by Landlord at Tenant’s sole cost and expense), in good
working order and condition. 

65 







     16.06 No Overload. In no event shall
Tenant or any Tenant Party use or install any fixtures, equipment or machines,
the use which in conjunction with other fixtures, equipment and machines in the
Premises, would result in an overload of the electrical circuits servicing the
Premises. At all times Tenant’s and all Tenant’s Parties’ use of electric
current shall never exceed the capacity of the then existing feeders and other
equipment to the Premises, which Tenant may supplement from time to time during
the Term, in accordance with, and subject to, the applicable provisions of this
Lease; however Tenant may distribute the electrical current as Tenant deems
appropriate. Tenant shall purchase, at its sole cost and expense, all lighting
tubes, lamps, bulbs and ballasts required in the Premises and install the same.
All lighting tubes, lamps, bulbs and ballasts so installed shall become
Landlord’s property upon the expiration or sooner termination of this Lease.


     16.07 Alterations, etc. All
installations, alterations and additions of and to the electrical distribution
system within or servicing the Premises and all other portions of the Building
that Tenant or any Tenant Party is permitted to use exclusively, subject to
Landlord’s right of access, shall be subject to Landlord’s prior written
approval in each instance in its sole, good faith judgment. If, in connection
with any request for such approval, Landlord determines that the then existing
risers, feeders or other installations or equipment of, in or servicing the
Building that are not part of the internal electrical distribution within the
Premises require modification or additions (such modifications or additions
being herein collectively referred to as “Building Electrical Modifications”),
Landlord shall make, with all due diligence, the Building Electrical
Modifications with respect thereto (if Tenant is not in default (after receipt
of written notice and the expiration of any applicable cure period) of its
obligation to pay any Base Rent or any Additional Rent payable pursuant to
Article 5
hereof and no Event of Default then exists), provided, however that, if Landlord
shall determine that the same will cause permanent damage or injury to the
Building or to the Premises, cause or create a dangerous or hazardous condition,
entail excessive or unreasonable alterations, repairs or expense, or interfere
with, or disturb, the other tenants or occupants of the Building, or adversely
affect Landlord’s ability to supply or furnish electricity to other portions of
the Building at any time during, prior to, or after, the Term, then Landlord
shall not be obligated to approve the installations, alterations or additions
described in the first sentence of this subsection or make the Building
Electrical Modifications, and Tenant shall not make the installation,
alteration, or addition with respect to which Tenant requested Landlord’s
approval. To the extent that Landlord makes such modifications and/or additions,
the reasonable, out-of-pocket third-party costs and expenses incurred by
Landlord in connection therewith shall be paid by Tenant to Landlord, as
Additional Rent, within thirty (30) days after Tenant is given a reasonably
detailed bill or statement therefor. 

     16.08 Additional Power. If at any time
during the Term Tenant determines that Tenant requires the electrical service
being furnished to any portion of the Premises to be greater than six (6) watts
per usable square foot, on a demand load basis, Tenant may request that Landlord
provide up to two (2) watts per usable square foot, on a demand load basis, of
additional power. Landlord shall provide such additional power if Landlord shall
determine that the Building has sufficient available capacity for the provision
of such additional power, taking into account any current electrical
requirements which have been identified prior to Tenant’s request as well as any
electrical requirements for future leasing in the Building, in each case as
reasonably determined by Landlord. Tenant shall be responsible for all actual
out-of-pocket costs Landlord incurs associated with providing additional power
to the Premises. 

66 







     16.09 End of Term; Redistribution. (a)
If at any time during the Term, as a result of an act of Tenant or any other
Tenant Party (including the re-distribution of electrical service among the
various portions of the Premises, the electrical service being furnished to any
portion of the Premises is less than six (6) watts per usable square foot, on a
demand load basis, exclusive of the electrical service required to operate the
Building HVAC Units, then on or before the last day of the Term for all such
portions of the Premises, Tenant, at its sole cost and expense, shall
redistribute the electrical service within the Premises so that all portions of
the Premises with respect to which the Term is so ending is being furnished with
electrical service of not less than six (6) watts per usable square foot, on a
demand load basis, exclusive of the electrical service required to operate the
Building HVAC Units. If Tenant fails, or elects not, to perform such
redistribution work, Landlord, at its election, may perform such work on
Tenant’s behalf, in which event, Tenant shall reimburse Landlord for the actual
costs paid or incurred by Landlord to perform same within thirty (30) days after
Landlord’s request therefor. For the purposes of the foregoing, the Term shall
be deemed to have ended for any portion of the Premises that becomes subject to
a Takeback Sublease, as of the commencement date thereof. 

          (b)
Notwithstanding anything contained in this Lease to the contrary, neither Tenant
nor any other Tenant Party shall be permitted to re-distribute the electrical
service required to operate the Building HVAC Units. 

     16.10 Electrical Consultants in Lieu of Submetering. In the event the submetering system for the measurement of
electricity consumption in the Premises or any alternative submetering system
installed by Landlord at a later date, becomes prohibited from use, then
Landlord, at its expense, may cause an independent electrical engineer chosen by
Landlord or an electrical consulting firm selected by Landlord (hereinafter
referred to as the “Electrical
Consultant”) to survey and determine Usage,
Basic Cost and Tenant’s Cost from time to time, at least once per twelve (12)
month period, and the Electrical Consultant shall make such determination using
criteria generally accepted in the Metropolitan New York City area and
Landlord’s Rate in effect at the time, and shall include the quantity and peak
demand for all Usage. The determinations made by the Electrical Consultant shall
be conclusive and binding on both Landlord and Tenant, except as expressly
provided in Section 16.10 hereof. Such determinations shall be set forth in the
Electricity Invoices. 

     16.11 Objections to Electrical Consultant. Notwithstanding anything in Section 16.10 to the contrary, Tenant shall
have the right, as hereinafter provided, to dispute the Usage determined by the
Electrical Consultant pursuant to Section 16.09, only by giving to Landlord
notice of such dispute (hereinafter referred to as an “Objection Notice”) within ninety 90)
days after the date Landlord gives to Tenant the applicable Electricity
Invoice,. If Tenant fails to give to Landlord an Objection Notice within such
ninety (90) day period, or if Tenant fails to give to Landlord a copy of the
Disputing Survey (as hereinafter defined) within thirty (30) days after Tenant
gives to Landlord the corresponding Objection Notice, , then, in either case,
the Usage set forth in the Electricity Invoice in question shall be conclusive
and binding upon Tenant. If Tenant disputes any such notice by giving an
Objection Notice within the time and in the manner hereinbefore provided, then
Tenant shall, at its sole cost and expense, have the right to engage an
electrical engineer or electrical consulting firm (hereinafter referred to as
“Tenant’s Consultant”) who shall promptly make a survey (hereinafter referred to as
the “Disputing Survey”) indicating the Usage for the period in question. In the
event that Landlord and Tenant are unable to agree on the amount of Usage within
thirty (30) days after the date Tenant gives to Landlord a copy of the Disputing
Survey, then the Electrical Consultant and Tenant’s Consultant shall select a
mutually acceptable electrical engineer or electrical consulting firm
(hereinafter referred to as the “Third
Consultant”) within ten (10) days after the
expiration of such thirty (30) day period. The Electrical Consultant and
Tenant’s Consultant shall submit the dispute to the Third Consultant and the
determination by the Third Consultant shall be conclusive and binding upon
Landlord and Tenant. During the pendency of any such dispute, Tenant shall pay
to Landlord the amount set forth in the Electricity Invoice until the dispute is
finally determined in accordance with the provisions of this Section and, in the
event that the Tenant’s Cost, based on such final determination of the Usage for
the period in question, is less than the amount set forth in the Electricity
Notice, Landlord shall, at Tenant’s election, refund to Tenant the amount of
such excess payment (less all amounts then owing to Landlord under this Lease)
or credit any such excess against any amounts then due or becoming due to
Landlord under this Lease. The cost of the Third Consultant shall be borne
equally by Landlord and Tenant. 

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     16.12
Discontinuance of Landlord
Service. Landlord may discontinue the
provision of electrical service upon ninety (90) days’ notice to Tenant without
being liable to Tenant therefor and without in any way affecting this Lease or
the liability of Tenant hereunder, and the same shall not be deemed to be a
lessening or diminution of services within the meaning of any Legal Requirement
now or hereafter enacted, promulgated, or issued. In the event that Landlord
gives such notice of discontinuance, Landlord shall permit Tenant to receive
such service directly from one of such utility companies and shall permit
Landlord’s electrical equipment, to the extent safely capable, to be used for
such purpose. Any additional wires, conduits, or other equipment necessary and
proper in connection therewith shall be installed by Landlord in accordance with
the terms of, and subject to the conditions contained in this Article at
Landlord’s sole cost and expense. In the event that Landlord exercises its
rights under this Section 16.11, then: (a) Tenant shall contract for such
electrical service directly with the said utility company for all of the
electricity requirements of Tenant and all other Tenant Parties, and (b)
Landlord shall have no obligation to furnish electricity to Tenant or the
Premises or to operate the Roof Installations. Provided Tenant is diligently and
in good faith arranging to obtain electricity directly from said utility
company, Landlord may not discontinue the electric service to the Premises until
Tenant is able to contract directly for, and actually receive, such electric
service. All meters and all additional panel boards, feeders, risers, wiring and
other conductors and equipment which may be required to obtain electricity, of
substantially the same quantity, quality and character as is being furnished
immediately prior to such discontinuance, shall be installed by Landlord at
Landlord’s sole cost and e expense. 

ARTICLE 17 

HEAT, VENTILATING AND
AIR-CONDITIONING 

     17.01 Certain Definitions. For the
purposes of this Lease: 

          (a)
“HVAC Regular Hours” means the hours between 8:00 A.M. and 6:00 P.M. on Business
Days; and 

          (b)
“HVAC After Hours” means any time other than the HVAC Regular Hours. 

     17.02 HVAC Service. In accordance with,
and subject to, the provisions of this Article, from and after the date Tenant
first occupies the Premises for the conduct of business, Landlord shall furnish
heat to the Premises (such heating service being herein referred to as the
“Heating Service”), and air-conditioning to the Premises (such air-conditioning service
being herein referred to as the “AC
Service”). The Building heating, ventilation
and air-conditioning systems and equipment, together with the other systems and
equipment through which Landlord so supplies the Heating Service and the AC
Service to the Premises are herein referred to as the “Building HVAC Systems,” and the air
conditioning units that service the Premises, together with all related
controls, fans, motors, drives, pumps and other facilities, equipment and
machinery, are herein collectively referred to as the “Building HVAC Units.” Notwithstanding
anything contained in this Lease which may be deemed to the contrary, all work
(other than as existing in the Premises as of the Commencement Date) required to
distribute the heating, ventilation and air-conditioning within the Premises,
including the installation and distribution of ductwork and other equipment,
shall be performed by Tenant, at its sole cost and expense, as part of Tenant’s
Work. 

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     17.03
After Hours Service. Subject to applicable Requirements (including energy
conservation requirements of Governmental Authorities), during the Term,
Landlord shall furnish Heating Service during HVAC Regular Hours for Heating
Service, and AC Service during HVAC Regular Hours for AC Service, in both cases,
in both cases substantially in accordance with the design specifications set
forth in Exhibit H attached hereto, at no additional charge to Tenant, and if Tenant shall
require Heating Service or AC Service during HVAC After Hours for Heating
Service or AC Service, as the case may be (such Heating Service or AC Service
being herein referred to as “After Hours HVAC
Service”), Landlord shall furnish such After
Hours HVAC Service, but for After Hours HVAC Service on Business Days only, upon
advance notice from Tenant, given prior to 3:00 P.M. on the day, Monday through
Friday, on which such service is required, and given prior to 3:00 P.M. on the
Friday before any Saturday or Sunday or on the last Business Day (but excluding
Saturday) before any legal holiday on which service is required, and at
Landlord’s then current charge for After Hours HVAC Service (provided that
Landlord’s rate for HVAC After Hours for AC Service shall be $427.11 per hour
for calendar year 2014, such rate to be increased in subsequent calendar years
to reflect increases, if any, in Landlord’s actual costs to provide such
service), which shall be paid by Tenant within thirty (30) days after demand
therefor, as Additional Rent. Notwithstanding the foregoing to the contrary, if
another tenant has requested After Hours HVAC Service covering the same period
as Tenant’s request, Tenant shall pay its pro rata share of the overtime charge
(pro rata based on the number of tenants, excluding Credit Suisse, who are
requesting overtime). Notwithstanding anything in the Lease to the contrary, if
an Event of Default exists, Landlord shall not be obligated to furnish any After
Hours HVAC Service. Tenant acknowledges that there may be times when minimum
After Hours HVAC Service is required on account of Landlord’s obligations under
labor contracts. 

     17.04 Building HVAC System. Use of the
Premises, or any part thereof, in a manner exceeding the design conditions
(including occupancy and connected electrical load) specified for the Building
HVAC Systems or rearrangement of partitioning which interferes with normal
operation of the Heating Service or AC Service, may require changes in the
Building HVAC Systems. If Landlord approves such changes, such changes shall be
made by Landlord, with due diligence and at Tenant’s sole cost and expense,
which shall be reimbursed to Landlord within thirty (30) days after Landlord’s
demand therefor. Tenant shall not make any change, alteration, addition or
substitution to the Building HVAC Systems. If Tenant requests any change,
alteration, addition or substitution be made to the Building HVAC Systems,
Tenant shall notify Landlord and, if Landlord approves the same (which approval
may be withheld or denied in Landlord’s sole good-faith discretion), Landlord
shall make such change, alteration, addition or substitution, and Tenant shall
pay to Landlord as Additional Rent the cost and expense incurred or paid by
Landlord to perform or make same, within thirty (30) days after Landlord’s
demand therefor. Tenant shall keep or cause to be kept closed all windows in the
Premises whenever the Heating Service or AC Service is being provided. In
addition, Tenant agrees at all times to cooperate fully with Landlord and to
abide by all reasonable, nondiscriminatory regulations and requirements which
Landlord may prescribe (including closing blinds or shades) for the proper
functioning and protection of the Building HVAC Systems. Tenant’s failure to
keep blinds closed and shades drawn in compliance with Landlord’s regulations
and requirements shall not constitute a default hereunder (unless failure to do
so would constitute a breach of any Legal Requirements); however, Landlord shall
have no liability to Tenant if the Building HVAC Systems fail to meet the
specifications therefor set forth in the Lease, or otherwise fail to keep the
Premises adequately cooled or heated, by reason of such
failure. 

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     17.05
Supplemental HVAC. (a) To furnish the Premises with supplemental
air-conditioning, Tenant, at Tenant’s sole cost and expense, and in accordance
with, and subject to, the applicable provisions of this Lease, including
Article 13
hereof, may furnish and install in the Premises condenser water cooled air
conditioning units (with an electric heat coil, if Tenant so desires), the
aggregate tonnage of which does not exceed the Maximum Supplemental HVAC
Capacity (as hereinafter defined), and, in connection with such installation,
shall, at its sole cost and expense, furnish, design, install and distribute
(all within the Premises) the ductwork, fans, blowers, chilling equipment,
thermostatic controls, smoke detectors, condensate removal and other facilities,
equipment and machinery (collectively, “Tenant’s HVAC Equipment”) required to
make the said units operational, and shall, at its sole cost and expense, in
connection with such distribution, furnish, design, install, distribute and
locate said units and Tenant’s HVAC Equipment in accordance with the approved
Tenant’s Plans therefor. All of said condenser water cooled air conditioning
units, together with Tenant’s HVAC Equipment, is herein referred to as the
“Supplemental HVAC Units.” The Supplemental HVAC Units shall be installed by Tenant at
its sole cost and expense and in accordance with, and subject to, the applicable
provisions of this Lease, and shall be located solely within the Premises.
Landlord shall connect the Supplemental HVAC Units so installed by Tenant to the
Building’s condenser water system, and Tenant shall pay to Landlord, within
thirty (30) days after Landlord’s demand therefor, the out-of-pocket costs and
expenses reasonably incurred by Landlord to third-parties to connect the
Supplemental HVAC Units to the Building’s condenser water system. 

          (b) For the
purposes of this Lease, “Maximum Supplemental
HVAC Capacity” means 25 tons for each full
floor portion of Premises (proportionately reduced for any partial floors
included within the Premises); provided, however, Tenant shall have the right to
reduce from time to time, within the twenty four (24) month period commencing on
the Commencement Date, the number of tons constituting the Maximum Supplemental
HVAC Capacity, by giving notice(s) to Landlord of such reduction(s) no later
than the last day of such twenty four (24) month period. If Tenant reduces the
number of tons constituting the Maximum Supplemental HVAC Capacity as provided
herein, then, Tenant may request an increase in the number of tons constituting
the Maximum Supplemental HVAC Capacity to the amounts set forth in the first
sentence of this Section
17.05(b), and, if (i) Landlord has not
allocated to any person the condenser water needed to so increase the Maximum
Supplemental HVAC Capacity, (ii) Landlord has not committed itself to allow any
person to use such condenser water, and (iii) Landlord does not then require
and, in Landlord’s reasonable determination, Landlord is not likely to require
such condenser water for any other tenant or occupant of the Building or for the
operation of the Building, then the Maximum Supplemental HVAC Capacity shall be
increased by the lesser of (A) amount so requested by Tenant, and (B) the
maximum amount Landlord reasonably determines is available based on clauses
“(i),” “(ii)” and “(iii)” above. Further, if at any time after the date hereof,
portions of the Premises that are part of the premises under this Lease on the
date hereof are subject to a Takeback Sublease or are no longer a part of the
premises demised under this Lease pursuant to the exercise of a Landlord’s
Option, then from and after the date(s) that such portions of the Premises are
no longer part of the premises demised under this Lease, the Maximum
Supplemental HVAC Capacity shall, at Landlord’s election, be
reduced by the amount set forth in Tenant’s A/S Notice and A/S Term Sheet, and
at any time from and after such dates Landlord, at Tenant’s sole cost and
expense, shall perform all work necessary to reduce the condenser water
available to operate the Supplemental HVAC Units at a capacity not to exceed the
revised Maximum Supplemental HVAC Capacity, and Tenant shall reimburse Landlord,
within thirty (30) days after Landlord’s demand therefor, all costs and expenses
incurred by Landlord to perform such work, including modifications to the
Building’s condenser water system resulting from the change in the number of
tons constituting the Maximum Supplemental HVAC Capacity or any change in the
Premises. There shall be no “tap-in” fees. 

70 










          (c) Tenant, at its sole cost and expense, shall
properly install, operate, maintain in good working order and repair the
Supplemental HVAC Units, in compliance with all applicable Requirements and in
compliance with the installation, design and operating specifications therefor
(including the manufacturer’s installation, operating and maintenance
instructions, guidelines and manuals and all manufacturers’ warranties and
guaranties), and otherwise in accordance with sound engineering practice.
Tenant’s obligation under the first sentence of this subsection (c) shall include, but not be limited to, the
periodic cleaning and/or replacement of filters, replacement of fuses and belts,
the calibration of thermostats and all startup and shut down maintenance of the
Supplemental HVAC Units. Such maintenance and repair obligations shall be
performed throughout the Term, on Tenant’s behalf, by a reputable
air-conditioning service and maintenance company engaged by Tenant with
Landlord’s prior written approval, which approval shall not be unreasonably
withheld, conditioned or delayed. On the expiration or sooner termination of
this Lease, Tenant shall surrender the Supplemental HVAC Units to Landlord in a
safe condition and in compliance with all applicable Requirements. During the
Term, Tenant shall, within twenty (20) days after Landlord’s request for the
same, deliver to Landlord all maintenance and repair records in Tenant’s
possession or control relating to the Supplemental HVAC Units. 

          (d)
All electricity used in connection with the operation of the Supplemental HVAC
Units (including any electric coil) shall be paid for by Tenant and measured by
the metering system described in Article 16 hereof and
shall be supplied with electricity in accordance with, and subject to, all of
the terms, covenants and conditions contained in said Article 16. The Supplemental HVAC Units shall be operated by Tenant at Tenant’s
sole cost and expense. Tenant shall control the hours of operation of the
Supplemental HVAC Units; however, Tenant, immediately upon Landlord’s request in
the case of an emergency and upon prior reasonable (oral or written) notice in
all other cases, shall stop service of the Supplemental HVAC Units when
necessary, by reason of accident or emergency or when necessary to maintain, or
make repairs to, the Building or any of the Building’s systems or equipment.
Landlord shall use reasonable efforts to minimize any inconvenience to Tenant in
connection with such stoppage; provided, however, the foregoing shall not
require Landlord to perform any such repairs or changes on an overtime or
premium time basis (unless Tenant agrees to be responsible for the incremental
costs of performing same on an overtime or premium time basis). Tenant shall
operate the Supplemental HVAC Units in compliance with all applicable
Requirements, including the New York State Energy Conservation Code, as the same
may be from time to time amended. Tenant shall not be obligated to pay for the
electricity consumed by the Building’s cooling tower or condenser water
equipment. 

          (e)
Landlord shall, subject to all applicable Requirements and to Sections 18.08 and 21.03 below, from and after the Commencement Date,
furnish condenser water to the Supplemental HVAC Units, on a twenty-four (24)
hour, 365 day per year basis (subject to reasonable interruptions from time to
time for maintenance, repairs and replacements of and to the Building’s condenser
water system and equipment which do not materially interfere with Tenant’s use
of the Premises), unless, and except to the extent that, Landlord is prevented,
prohibited or limited from furnishing such condenser water by reason of any
Requirement. Commencing on the Commencement Date, Tenant shall pay, as
Additional Rent, together with each monthly installment of Base Rent,
one-twelfth (1/12th) of the Annual Condenser Water Charge (as hereinafter
defined), which first monthly installment shall be prorated on a per diem basis
if the Commencement Date is not the first day of a calendar month. For the
purposes of this Lease, “Annual
Condenser Water Charge” shall mean $675 per ton of the Maximum
Supplemental HVAC Capacity (as the Maximum Supplemental HVAC Capacity may be
adjusted from time to time during the Term), which $675 shall be Adjusted by CPI
from and after the date of this Lease. At Landlord’s option, Landlord may bill
Tenant for the Annual Condenser Water Charge other than on a monthly basis,
provided that Landlord may not so bill Tenant more frequently than monthly and
not less frequently than annually.

71 







     17.06 No Other Units. In no event shall Tenant or any other Tenant
Party install, maintain or operate any air-cooled air-conditioning units or
window air-conditioning units in any portion of the Premises. 

ARTICLE
18 

OTHER
SERVICES 

     18.01 Elevators. (a) Subject to the provisions of this Lease,
including Section
18.10 below, Landlord shall
provide non-exclusive public elevator service to Tenant by the existing
passenger elevators located in the elevator bank (currently Elevator Bank “C”)
serving the floors on which the Premises are situated, between 8:00 A.M. and
6:00 P.M. on Business Days (subject to reasonable outages for normal
maintenance, repair, testing and upgrade work), and shall have an adequate
number of non-exclusive passenger elevators subject to call at all other times.
Except in the event of an emergency, Landlord shall only remove one elevator
from Elevator Bank “C” at time for the purposes of routine
maintenance.

          (b)
Tenant acknowledges that as of the date hereof, the Premises are serviced by two
(2) freight elevators (the “Freight Elevators”), and
subject to Section
18.01(c), Tenant may use one (1)
Freight Elevator (freight car “55”) at all times and may use of one (1) Freight
Elevator (freight car “80”) only for After Hours Freight Elevator/Loading Dock
Usage (as hereinafter defined). All deliveries to and from the Premises that are
of a size that require a cart, hand truck or other type of rolling or carrying
mechanism, or which are reasonably determined by Landlord not to be appropriate
for the passenger elevators, shall be made only through the Building’s loading
dock and the Freight Elevators. In addition, all of construction personnel and
materialmen performing work in, or delivering materials (including furniture and
furnishings) to, the Premises on behalf of Tenant or any other Tenant Party,
shall only use the Building’s loading dock and the Freight Elevators to access
the Premises. Tenant acknowledges that Landlord has provided exclusive use to
certain Building tenants to certain freight elevators in the Building and that
Tenant shall only have use of the Freight Elevators, and may only use the
Freight Elevators pursuant to the terms herein. Landlord shall maintain the
Freight Elevators and loading dock area in a manner consistent with other First
Class Office Buildings and shall keep such areas broom clean and maintain
security in accordance with the Building’s security procedures. 


72 







          (c)
Tenant shall make all arrangements for, and pay all expenses incurred by Tenant
or any other Tenant Party, in connection with, use of the Building’s loading
dock and the Freight Elevators. Landlord
agrees that between the hours (the “Freight Elevator/Loading Dock Hours”) of 8:00 A.M. and 5:00 P.M. (excluding a one (1)
hour lunch break) on Business Days there shall be no charge for Tenant’s normal
use of the Building’s loading dock or the Freight Elevators. However, Tenant
acknowledges that (x) Tenant’s use of such loading dock and Freight Elevators is
non-exclusive and subject to scheduling by Landlord, (y) if, at certain times,
Tenant’s use of such loading dock and/or Freight Elevators for transporting
materials, supplies, equipment, machinery, furniture or furnishings will, in
Landlord’s reasonable opinion, disrupt the operation of the Building (including
the normal use of such loading dock and/or the Freight Elevators) or cannot be
scheduled during the Freight Elevator/Loading Dock Hours, then, in such cases,
Tenant will only be permitted to use such loading dock and the Freight Elevators
during certain times other than during the Freight Elevator/Loading Dock Hours
on Business Days, in which event Tenant shall be obligated to pay for such usage
at the Freight Elevator/Loading Dock Rate (as hereinafter defined), and (z)
there may be times when minimum usage of the Freight Elevators or loading dock
is required pursuant to the applicable labor agreements, such as on weekend
days. Usage of such loading dock and/or the Freight Elevators during certain
times other than during the Freight Elevator/Loading Dock Hours on Business Days
is herein referred to as “After
Hours Freight Elevator/Loading Dock Usage.” For the use of the Building’s loading dock or the
Freight Elevators by Tenant or any other Tenant Party during After Hours Freight
Elevator/Loading Dock Usage, Tenant shall pay to Landlord, within thirty (30)
days after Landlord’s written demand therefor, the then Freight Elevator/Loading
Dock Rate, it being agreed that the Freight Elevator/Loading Dock Rate shall be
payable for After Hours Freight Elevator/Loading Dock Usage of the Building’s
loading dock and each of the Freight Elevators. The Freight Elevator/Loading
Dock Rate means $100.43 per hour in calendar year 2014, such rate to be
increased in subsequent calendar years to reflect increases, if any, in
Landlord’s actual costs to provide such service. Notwithstanding the forgoing,
Tenant shall be entitled to use the freight elevator service to the Premises for
After Hours Freight Elevator/Loading Dock Usage for up to one hundred
twenty-five (125) hours for Tenant’s Work and Tenant’s initial move-in to the
Premises, at no additional charge, but subject in all other respects to the
Rules and Regulations and the other terms and conditions of this Section 18.01. 

          (d) In
addition to the provisions of subsections (a) through (c) above and the other
applicable provisions of this Lease, the use of the Building’s loading dock and
the Freight Elevators by Tenant and all other Tenant Parties, shall be subject
to the condition that, and Tenant covenants and agrees that, such use shall be
in accordance and compliance with, and subject to, (i) the design specifications
therefor, (ii) all Requirements, and (iii) the Building’s rules and regulations
which are now in effect or which from time to time hereafter are reasonably
promulgated by Landlord. 


73 







     18.02 Cleaning. Tenant, at its sole cost and expense, shall
maintain the Premises in an orderly condition. Landlord shall cause the Premises
to be cleaned in accordance with the then current Building Standard cleaning
specifications for the Building, which specifications in effect on the date of
this Lease, are set forth in Exhibit G hereto. Landlord
agrees that the cleaning specifications for the Building shall not at any time
be less favorable (except to a de minimis degree) to Tenant than those annexed
hereto as Exhibit
G. Tenant shall pay to Landlord
as Additional Rent, within thirty (30) days after Landlord’s demand therefor,
the costs incurred by Landlord for (a) extra cleaning work in the Premises
required because of (i) misuse or neglect on the part of Tenant or its employees
or visitors, (ii) use of portions of the Premises for preparation, cooking,
serving or consumption of food or beverages; data processing or reproducing
operations; private lavatories or toilets; or other special purposes requiring
greater or more difficult cleaning work than office areas, (iii) unusual
quantity of interior glass surfaces, or (iv) non-Building
Standard materials or finishes installed by Tenant or at its request, and (b)
the removal from the Premises and the Building of any refuse and rubbish of
Tenant in excess of that ordinarily accumulated daily in the routine of business
office occupancy. Landlord, its cleaning contractor and their employees shall
have after hours access to the Premises and the free use of light, power and
water in the Premises as reasonably required for the purpose of cleaning the
Premises in accordance with Landlord’s obligations hereunder. Landlord
acknowledges that Tenant expects to receive high quality cleaning services in
accordance with Exhibit G
for the Premises throughout the
Term, and Landlord agrees to take commercially reasonable steps to address
reasonable issues raised by Tenant if the quality of such services at any times
fails to meet the standards required by this Lease. Additionally, Tenant shall
have the right to contract directly with the Building’s cleaning contractor for
any supplemental cleaning, which supplemental cleaning shall be at Tenant’s sole
cost and expense.

     18.03 Garbage. Tenant covenants and agrees, at Tenant’s sole cost and expense, to
comply with all Requirements regarding the collection, sorting, separation and
recycling of the waste products, garbage, refuse and trash generated in the
Premises or by Tenant or any other Tenant Party. Each separately sorted category
of waste products, garbage and trash shall be placed in separate receptacles and
shall be removed from the Premises in accordance with a collection schedule
prescribed by applicable Requirements. Tenant shall pay all costs, expenses,
fines, penalties or damages which may be imposed on Landlord or Tenant by reason
of Tenant’s failure to comply with the provisions of this Section, and, at
Tenant’s sole cost and expense, shall indemnify, defend and hold Landlord
harmless from and against any and all actions, proceedings, claims,
deficiencies, judgments, suits, losses, obligations, penalties, liabilities,
damages, costs and expenses (including court costs and reasonable legal fees and
disbursements) arising from such non-compliance. 

     18.04 Water. From and after the Commencement Date, Landlord shall furnish (i)
domestic cold water to the Premises for drinking and cleaning, and (ii) domestic
hot and cold water for normal lavatory purposes to the Building core lavatories
and core slop sinks on each floor of the Office Premises. Tenant shall
distribute such water in the Premises in accordance with, and subject to, the
applicable provisions of this Lease. If water is used for any other purpose
(including cafeteria, pantry and/or private or executive lavatory purposes),
Landlord, at Tenant’s sole cost and expense, may install meters to measure the
consumption of all water in the Premises or in such portions thereof where water
is being used for any other purpose, in which event Tenant shall pay for the
quantities of water furnished to the Premises (or such portions) as shown on
such meters, at 105% of Landlord’s actual cost thereof, within thirty (30) days
after Landlord’s demand therefor from time to time. If Tenant desires hot water
in the Premises (other than in core lavatories and core slop sinks), Tenant, at
its sole cost and expense, shall furnish and install (and thereafter operate,
maintain and repair), in accordance with, and subject to, the applicable
provisions of this Lease, electric hot water heaters in the Premises to furnish
itself with such hot water. All electricity used in connection with the
operation of said hot water heaters installed by Tenant shall be paid for by
Tenant and measured by the metering system described in Article 16 hereof and shall be supplied with electricity in accordance with, and
subject to, all of the terms, covenants and conditions contained in said
Article 16. 


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     18.05 Security. From and after the Commencement Date, Landlord
shall cause to be provided to the Building security personnel, equipment and
procedures with respect to ingress to, and egress from, the Building and the
Building Common Areas, 24 hours per day, 365 days per year, consistent with
other First Class Office Buildings. Tenant shall not have dedicated attendant at
the Building security desk. Tenant shall have the right to install its own
security system in the Premises, and
in the fire staircase as set forth in, and subject to, the provisions of Section
18.10 of the Lease, and further subject to Landlord’s review and approval of the
Plans therefor, which approval shall not be unreasonably withheld, conditioned
or delayed, and Tenant shall be permitted to tie such security system into the
Building’s security system, provided Tenant’s security system is compatible with
the Building’s security system. 

     18.06 Cable and Telecommunications. (a) Cable television, telephony and
telecommunications services are available currently in the Building. As of the
date hereof, and subject to the terms of the Lease, including but not limited to
Subsection 18.06 (b) hereof, Verizon, AT&T and Time Warner Cable provide
telecommunications service to the Building, Time Warner Cable provides cable
television service, and Rainbow Broadband can provide internet and telephone
service from WiFi antennas on the Building roof. Landlord shall grant Tenant
access to the telecom rooms on the floor(s) on which the Premises are located to
connect to such existing services. If, at any time during the Term, Tenant
desires cable television, telephony and/or telecommunications services from
providers other than the respective cable television, telephony and
telecommunications service providers then serving the Building (a
“New Provider”), to the extent there is sufficient riser space
in the Building to accommodate same as reasonably determined by Landlord, and
subject to the provisions of this Lease, including this Section 18.06, and the reasonable rules, regulations and/or
requirements adopted or imposed by Landlord, Tenant shall have the right to
obtain cable television, telephone and/or telecommunications services from a New
Provider. Landlord shall cooperate with Tenant, at no cost or expense to
Landlord, in connection with Tenant obtaining cable television, telephony and/or
telecommunications service for the Premises from such New Provider, to the
extent such cooperation is necessary and to the extent Tenant’s requests such
cooperation in writing, except as otherwise set forth in this Section 18.06.
Tenant, at Tenant’s sole cost and expense, shall directly arrange and contract
with such New Provider. The New Provider shall be subject to Landlord’s prior
written approval (which approval shall not be unreasonably withheld, conditioned
or delayed). All wiring and related work required to be performed within the
Premises to allow Tenant to access the desired service shall be performed by or
on behalf of Tenant in accordance with, and subject to, the applicable
provisions of this Lease, including, Subsection 18.06 (b) and (d), and
Articles 13 and 14. All fees and charges
charged by the New Provider, shall be paid directly to the New Provider by
Tenant. Tenant’s use of a New Provider shall be conditioned upon such New
Provider executing and delivering to Landlord (or to Landlord’s agent or
designee) a license agreement, in form and content reasonably satisfactory to
Landlord in all respects, and for Landlord (or such agent or designee) to charge
such New Provider a commercially reasonable fee for installing, operating and
maintaining equipment in the Building. Tenant acknowledges and agrees that such
a condition is reasonable and necessary for the orderly and proper maintenance
and operation of the Building and its systems. Subject to the other provisions
of this Section 18.06 and elsewhere in the Lease, Landlord shall provide paths
sufficient for Tenant to install, at Tenant’s sole cost and expense, two (2)
diversely routed four inch (4”) conduits from the Telecom “Point of Entry” room
in the Building to the Premises. There are two separate points of entry into the
Building for use by Tenant, at no cost to Tenant, located on 1B Level Northwest
and 1B Level Southeast.


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          (b)
Subject to and in accordance with the terms of the Lease, including specifically
this Section 18.06(b), Landlord, at Landlord’s cost and expense, shall provide
and install a neutral host cellular telephony system which is capable of
carrying all major wireless telecommunications carriers (“Telephony System”) for all floors of the Premises as well as
common areas and MER spaces in which Tenant MEP systems are located (the
“Telephony AS Work”), and the installation shall be completed by no
later than April 1, 2016 (the “Scheduled Telephony AS Work Completion Date”). For the avoidance of doubt, (i) even though the Telephony System
is capable of carrying all major wireless communications carriers, such carriers
must sign up with the provider of the Telephony System in order to be carried on
such Telephony System, and (ii) Landlord shall have no obligation, monetary or
otherwise, to effect such sign up; provided, however, that Landlord shall
reasonably cooperate with all such providers to carry their services, including,
but not limited to, providing access, room for equipment reasonably required by
such service providers and entering into commercially reasonable operating
agreements, in all instances consistent with owners of other First Class Office
Buildings. Notwithstanding anything to the contrary in the Lease, from and after
the substantial completion of the Telephony AS Work and for so long as the
Telephony System being installed in connection therewith remains operational
(other than during periods of reasonable duration for repair, replacement or
alteration or when out of service by reason of fire, casualty or other
circumstances force majeure), Tenant not install or permit to be installed any
other cellular telephony system in the Premises. Landlord shall permit Tenant to
make arrangements with providers approved by Landlord (such approval not to be
unreasonably withheld, conditioned or delayed) to utilize the Telephony System.
Promptly after receipt by Landlord of a written request by Tenant, Landlord
shall take reasonable steps (at Tenant’s sole cost and expense) in order to
allow such provider to provide service to Tenant at the Building including the
execution by Landlord and such provider of a license agreement in form and
substance reasonably acceptable to Landlord pursuant to which Landlord (i) will
allow such provider to (x) access portions of the Building reasonably designated
by Landlord, and (y) have the dedicated use of a sleeve for use by such service
provider at a point of entry to the Building reasonably designated by Landlord
and (ii) subject to the limitations hereinafter provided, may charge such
provider such license fees as Landlord reasonably requires in connection with
the entering into of any such license agreement, provided that (xx) Landlord is
generally requiring that license fees be paid by service providers for such
services and (yy) such license fees are consistent with the fees charged by
landlords of other First Class Office Buildings that charge such license fees.


     18.07 Building Services Provided. Except as otherwise expressly specified in this
Article 18 and in Articles 16 and
17 hereof, Landlord shall not be obligated to supply
to the Premises any utilities or building services of any kind. 

     18.08 No Eviction. Interruption or curtailment of any building
service or utility shall not constitute a constructive or partial eviction nor
entitle Tenant to any compensation or (except as otherwise expressly provided in
Section 18.09 below) abatement of rent. Promptly after
Landlord’s oral or written request, and without any liability to Tenant, Tenant
shall stop operating any of the heating, ventilating, air conditioning,
electric, sanitary or other systems, services or utilities serving the Premises,
as well as all of Tenant’s HVAC Equipment and Equipment (as hereinafter
defined), whenever and for so long as may be necessary by reason of accidents,
emergencies, or the making of repairs or changes that Landlord is required by
this Lease or by law to make or in good faith deems necessary. In addition, and
without any liability to Tenant, Landlord reserves the right, without any
liability to Tenant, to stop operating any of the heating, ventilating, air
conditioning, electric, sanitary, elevator, or other building systems serving
the Premises, and to stop the rendition of any of the other services required of
Landlord under this Lease, whenever and for so long as may be necessary, by
reason of an Unavoidable Delay (as such term is defined in Section 21.03 hereof). Landlord shall use reasonable efforts to
the extent practicable to minimize any inconvenience to Tenant in connection
with such stoppage; provided, however, the foregoing shall not require Landlord
to perform any such repairs or changes on an overtime or premium time basis
(unless Tenant agrees to be responsible for the incremental costs of performing
same on an overtime or premium time basis). Nothing contained in this Section or
elsewhere in this Lease shall obligate Landlord to provide or furnish any service to the Premises
or to Tenant that Landlord is not expressly required to provide or furnish.

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     18.09 Abatement. (a) Anything herein contained to the contrary
notwithstanding if for any reason, including, without limitation, Unavoidable
Delay (except as limited in this Section 18.09), if (A) Landlord fails to make any repair or to provide any utility or
service (except cleaning) which, in either case, Landlord is expressly obligated
to make or provide to the Premises pursuant to a provision of this Lease (such
event being hereinafter referred to as a “Services Abatement Event”), and such Services Abatement Event renders untenantable (which shall
include inaccessible) at least 5,000 RSF of the Premises (Landlord and Tenant
hereby agreeing that the Premises, or the applicable portion thereof, shall be
deemed untenantable if the Services Abatement Event reasonably prevents Tenant
from using the affected portions of the Premises for Office Use, (ii) Landlord
receives notice from Tenant of the Services Abatement Event and of the fact that
Tenant is prevented from, and has actually ceased, so using at least 5,000 of
the RSF of the Premises and of the specific portions of the Premises that Tenant
is prevented from, and has actually ceased, so using (such notice being
hereinafter referred to as the “Untenantability Notice”),
(iii) for at least five (5) consecutive days after Landlord’s receipt of the
Untenantability Notice (fourteen (14) consecutive days in the event such
untenantability results from Unavoidable Delay) or at least ten (10) days
(whether or not consecutive) in any forty-five (45) day period (or at least
twenty (20) days (whether or not consecutive) in any sixty (60) day period in
the event such untenantability results from Unavoidable Delay) after Landlord’s
receipt of the Untenantability Notice, in any case arising out of the same
Services Abatement Event (the day following the last day of the foregoing 5-day,
14-day, 10-day or 20-day period, as the case may be, being hereinafter called
the “Abatement Commencement
Date”), and, as a result of the
Services Abatement Event, Tenant actually ceases using, and continues not to
use, such specific portions of the Premises (provided that the entry by
representatives of Tenant to the affected area that is the subject of an
Untenantability Notice on a limited basis solely to retrieve files and documents
or to maintain equipment in such affected portion or any unaffected portion of
Premises shall not by itself be deemed to be reoccupying for the ordinary
conduct of its business), (iv) the Services Abatement Event is not the result of
any act or (where Tenant has a duty to act) omission of Tenant or of any other
Tenant Party, and (v) no Event of Default then exists (other than an Event of
Default substantially caused by such Services Abatement Event), then, as
Tenant’s sole right and remedy, the rents payable by Tenant under this Lease
shall be reduced as provided in subsection (b) below. The Untenantability
Notice, to be effective, shall specify (in reasonable detail) the portion(s) of
the Premises which is/are untenantable as a result of the Services Abatement
Event; the manner and respects in which such portion is untenantable; and the
steps or actions (to the extent known by Tenant) which Tenant believes are
required to cure or correct same. Notwithstanding the foregoing to the contrary,
if Tenant shall have no elevator access whatsoever, including no freight
elevator access, to the Premises (or Landlord is utilizing freight elevator
service as a substitute for passenger elevator service for more than a one (1)
week period), and if all the other criteria for a Services Abatement Event are
satisfied, then notwithstanding that (x) the Premises may be accessible via the
stairs, and (y) that the Premises may be usable once ascended to via the stairs,
such failure of elevator service, shall be deemed to constitute a Services
Abatement Event.

          (b)
Provided that the conditions described in clauses (i) through (v) of subsection
(a) above have been satisfied, during the period (the “Abatement Period”) commencing on the applicable Abatement
Commencement Date and ending on the last day that the Premises (or the
applicable portions thereof) is untenantable as result of the Services Abatement
Event (such last day, the “Abatement Expiration Date”), the rents payable by Tenant under this Lease
that are attributable to the Abatement Period shall be reduced by an amount (the
“Abatement Amount”) equal to (i) the annual Base Rent, Tax Payment
and Expense Payment, per RSF, payable during, or attributable to, the Abatement
Period, divided by (ii) 365, and multiplied by (iii) the number of days during
the Abatement Period, and multiplied further by (iv) the RSF of the portion of
the Premises that is so untenantable (as such area may change from time to
time). Notwithstanding anything contained in this Article to the contrary, the
Abatement Period shall end with respect to the portion(s) of the Premises in
question, and the Abatement Expiration Date shall be deemed to have occurred
with respect to such portions, on the date that either Tenant or any other
Tenant Party resumes using or occupying such portion(s) of the Premises for any
reason (other than for inspection purposes), or on the date that the
continuation of the untenantability results from any act or (where Tenant has a
duty to act) omission of Tenant or any other Tenant Party. In addition, and
notwithstanding anything contained in this Section 18.09 to the contrary, the Abatement Period shall end
for all portions of the Premises, and the Abatement Expiration Date shall be
deemed to have occurred for all portions of the Premises, on the date that an
Event of Default has otherwise occurred, provided such Event of Default is not
substantially caused by Services Abatement Event (the ending of the Abatement
Period and the occurrence of the Abatement Expiration Date, being in addition to
all of Landlord’s other rights and remedies in respect of such default).



77 








          (c)
Notwithstanding anything contained in subsection (a) above to the contrary, if
within ten (10) days after Tenant gives the Untenantability Notice to Landlord,
Landlord notifies Tenant that Landlord disputes Tenant’s contention that the
applicable portion of the Premises is untenantable, or that such untenantability
resulted from a Services Abatement Event, or that Tenant is entitled to the
abatements set forth in this Section, and such notice describes in reasonable
detail the reasons for Landlord’s dispute, Tenant shall not be entitled to any
reduction of the Base Rent, the Tax Payment or the Expense Payment until such
time as Landlord and Tenant agree, in writing, on such reduction, or Tenant
obtains a reduction decision of an from a court of competent jurisdiction
(beyond any appeals) that Tenant is entitled to such reduction. Any dispute
between Landlord and Tenant under this Section 18.09(c) shall be submitted to
expedited arbitration in accordance with the provisions of Article 34 hereof.


          (d)
The rights and remedies of Tenant expressly set forth in this Section 18.09, shall be Tenant’s only rights and remedies in
respect of a Services Abatement Event, and notwithstanding anything contained in
this Lease to the contrary, under no circumstances shall Tenant be entitled to
consequential damages as a result of a Services Abatement Event. Subject to the
foregoing and the other applicable provisions of this Lease, the rights and
remedies of Tenant set forth in this Section shall not be deemed a waiver by
Tenant of Landlord’s continued obligation to make the repair or to provide the
service in question. 

     18.10 Fire Stairs. Subject to the provisions of this Lease, Tenant
shall have the non-exclusive right to use the Building’s fire stairs for walking
between its full floors in order to obtain access to the Premises. In using said
stairs, Tenant shall comply with the terms of this Lease as well as any
applicable Requirements. Tenant shall not use the stairs so as to interfere with
the rights of other tenants in the Building. Tenant shall pay as Additional Rent
any additional cost reasonably incurred by Landlord to clean and maintain such
fire stairs on account of the foregoing use by Tenant. Tenant shall have the
right to install a security system (which must be tied into the Building’s Class
E and security systems) in the fire stairway which security system and the
installation thereof shall be subject to Landlord’s prior approval, which
approval shall not be unreasonably withheld, delayed or conditioned. Tenant
shall have the right to upgrade lighting and finishes in
the fire stairway subject to Landlord’s prior approval, which approval shall not
be unreasonably withheld, delayed or conditioned. Landlord shall maintain the
fire stair doors (other than Tenant’s security system, which Tenant shall
maintain) and be responsible for compliance of the fire stairs with applicable
Requirements at Landlord’s cost and expense (which shall be part of Operating
Expenses to the extent permitted under the definition thereof). 

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     18.11 Building Management. Subject to the provisions of this Lease,
Landlord shall maintain and operate the Building (including the Building Common
Areas) in accordance with prevailing standards for First Class Office
Buildings.

     18.12 Ambient Noise. Any equipment installed by Landlord in the
Building shall not cause an ambient noise level in the Office Premises which
exceeds NC-40 at all points within the interior of the Office Premises except
within 10’-0” of a mechanical equipment room, where it will not exceed NC-42. In
the event that Landlord is in default of its obligations under this Section
18.15 beyond applicable notice and cure periods, then Landlord shall, as
Tenant’s sole remedy in respect thereof, undertake and pay for such testing and
additional sound proofing as is reasonable required to cure the default and
shall follow the reasonable guidelines established by an acoustic consultant
reasonably approved by Tenant for the purposes of further attenuating any risk
of noise from equipment installed by Landlord in excess of the limits provided
hereunder, all at Landlord’s sole cost and expense. Notwithstanding the
foregoing, Tenant acknowledges that the base Building emergency generator is
located on the 15th floor of the Building and that when such generator is run
for testing and maintenance or when operated during a Building power outage, the
noise from such generator may exceed the foregoing limitations. Landlord agrees
that, except in emergency circumstances or where required by applicable
Requirements, all routine testing and maintenance of such emergency generator
will be performed at times other than Business Hours of Business
Days.

ARTICLE
19 

ACCESS, ALTERATIONS IN
BUILDING FACILITIES, NAME


     19.01 Reserved Areas. Except as otherwise expressly provided in this
Lease, all portions of the Building, except for the inside surfaces of all
walls, windows and doors bounding the Premises, but including exterior building
walls, core corridor walls and doors and any core corridor entrances, and all
space in or adjacent to the Premises used for shafts, stacks, pipes, conduits,
fan rooms, ducts, electric or other utilities, sinks, elevators, fire stairs or
other building facilities and systems, and the use of all of the foregoing, as
well as access thereto through the Premises for the purpose of operation,
maintenance, decoration and repair, are reserved to Landlord. 

     19.02 Pipes and Conduits, Etc. Tenant shall permit Landlord and its agents and
contractors, and the utility companies servicing the Building, to erect,
install, use, maintain, repair and replace equipment, pipes, ducts and conduits
in and through the Premises as may be necessary for Landlord to comply with its
obligations under this Lease, to operate the Building and/or to exercise any of
its rights hereunder. Such equipment, pipes, ducts and conduits shall be
installed in locations that do not adversely affect the layout or useable area
of the Premises except to a de minimis extent. If reasonably practicable, such
equipment, pipes, ducts and conduits shall either be concealed behind, beneath
or within partitioning, columns, ceilings or floors located or to be located in
the Premises, or completely furred at points immediately adjacent to
partitioning, columns or ceilings located or to be located in the Premises.
Landlord shall use reasonable
efforts to the extent practicable to minimize any inconvenience to Tenant in
connection with the performance of the work described in this Section; provided,
however, the foregoing shall not require Landlord to perform any such work on an
overtime or premium time basis (unless Tenant agrees to be responsible for the
incremental costs of performing same on an overtime or premium time basis). In
an emergency, i.e., an act or event posing an imminent threat of serious damage
to life, limb or property (“Emergency”), or, if any
installation, maintenance, repair or replacement shall be extremely disruptive
to Tenant’s business (“Disruption
Event”), Landlord shall
perform the work during both Business and non-business hours at Landlord’s
expense on an expedited basis to the extent consistent with the then prevailing
practices of owners of First Class Office Buildings.

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     19.03 Landlord Access. Landlord and/or Landlord’s employees, agents and
contractors may (but shall not be obligated to) have access to, enter and/or
pass through the Premises or any part thereof, at reasonable times upon at least
one days’ advance notice, which notice may be oral if written notice is
impractical under the circumstances (except that no oral or written notice shall
be required in an Emergency), (i) to examine the Premises and/or to show the
Premises to the fee owners, lessors of superior leases, holders of superior
mortgages, prospective purchasers, mortgagees or ground lessees of the Real
Property (or any part thereof), investors and prospective investors in Landlord
or the Real Property (or any part thereof), lenders and prospective lenders in
respect of any interest in Landlord or the Real Property (or any part thereof),
and/or (ii) for the purpose of making such repairs, replacements, improvements
or other changes in or to the Real Property or any part thereof (including the
facilities or fixtures of the Premises or other parts of the Building), as may
be provided for by this Lease, as may be mutually agreed upon by the parties, as
Landlord may be required or permitted to make under this Lease or by
Requirements, or in order to repair and maintain the Building or other parts of
the Real Property, or as Landlord may deem necessary or reasonably desirable.
Tenant shall have the right to accompany Landlord and its employees, agents and
contractors at all times provided Tenant makes a representative reasonably
available for such purpose. Landlord shall be allowed to take all materials into
and upon the Premises that may be reasonably required for such repairs, changes,
repainting or maintenance to the Premises (but shall not store more than the
materials needed for the current day’s work in the Premises), without liability
to Tenant. Landlord and/or Landlord’s employees, agents and contractors, as well
as emergency personnel (such as, but not limited to, firemen, policemen and
utility workers) shall also have the right to enter on and/or pass through the
Premises, or any part thereof, at such times as such entry shall be required by
circumstances of emergency affecting the Premises or the Building. In the event
of an Emergency, if Tenant is not present in the Premises to open or permit
Landlord and/or Landlord’s employees, agents and contractors and/or such
emergency personnel, access or entry to or through the Premises, then Landlord
and/or Landlord’s employees, agents and contractors and/or such emergency
personnel, as the case may be, may enter the Premises whenever such access or
entry is permitted, required or otherwise provided for under this Lease, by
master key (if readily available) or forcibly, and such entry and access shall
not constitute an actual or constructive eviction, impose any liability upon
Landlord or Landlord’s employees, agents and contractors, or affect any of
Tenant’s obligations under this Lease. Notwithstanding anything herein to the
contrary, for purposes of this Section 19.03, the term “Premises” shall include any other portion of the Building
reserved for the exclusive use of Tenant, and Landlord’s and/or Landlord’s
employees’, agents’ and contractors’ right of access, entering and/or passing
through for the purposes expressly set forth in this Section, shall include the
right to actually do or perform same. 

     19.04 End of Term Exhibiting. During twenty-four (24) month period prior to
the Expiration Date (or at any time following such earlier date as Tenant shall
have executed a lease for premises at a
building other than the Building to which Tenant intends to relocate its
business), on at least one (1) Business Day’s prior notice (which may be oral)
and during Tenant’s normal business hours, Landlord may exhibit the Premises to
prospective tenants. Tenant shall have the right to accompany the Landlord and
its agents and prospective employees at all times, provided Tenant makes a
representative reasonably available for such purpose. Notwithstanding anything
herein to the contrary, for purposes of this Section 19.04, the term “Premises”
shall include any other portion of the Building reserved for the exclusive use
of Tenant.

80 







     19.05 Name; Landlord Permitted
Changes. Landlord has the
right, at any time or from time-to-time, in its sole discretion, to, and may
adopt or change the name, number or designation by which the Building is
commonly known. Landlord has the right to (a) build, add to, subtract from,
relocate, or otherwise use the Building, the land on which the Building is
located, or any parts thereof, or any equipment, buildings, structures, or other
areas or facilities therein or thereon, as Landlord, in its sole discretion,
deems necessary, appropriate or desirable, and/or (b) make such changes,
alterations, additions, improvements, repairs and/or replacements to the
Building, the systems, services, equipment and utilities of the Building, and
the land on which the Building is located, including changing the arrangement
and/or location of entrances, passageways, halls, doors, doorways, corridors,
elevators, escalators, stairs, toilets and/or other common or public parts of
the Building, as Landlord, in its reasonable discretion, deems necessary,
appropriate or desirable, provided in the case of either clause (a) or (b) of
this sentence, Tenant is not denied access to the Premises, and Tenant’s use and
occupancy of the Premises are not materially adversely affected (Tenant hereby
waiving such proviso to the extent the change, alteration, addition,
improvement, repair and/or replacement in question violates such proviso but is
required by applicable Requirements). Without limiting, reducing, restricting or
otherwise adversely affecting Landlord’s rights under the preceding sentence,
Landlord shall use reasonable efforts to minimize interference with Tenant’s use
and occupancy of the Premises during the making of such changes or alterations,
provided Landlord shall have no obligation to employ contractors or labor at
overtime or other premium pay rates or to incur any other overtime costs or
additional expenses whatsoever (unless Tenant agrees to be responsible for the
incremental costs of performing same on an overtime or premium time basis).
Notwithstanding anything contained in this Lease which may be deemed to the
contrary, (x) there shall be no allowance to Tenant for a diminution of rental
value, (y) there shall be no actual or constructive eviction, and (z) there
shall be no liability on the part of Landlord by reason of inconvenience,
annoyance, injury to business, or otherwise; as a result of the exercise of any
of Landlord’s rights set forth in this Section or in any other provision of this
Article, or as a result of the performance or completion of the work or acts
described therein or in any other provision of this Lease, except as may
otherwise be expressly provided in Section 18.09 or elsewhere
in this Lease. 

     19.06 Access Hours. Subject to the provisions of Section 21.03 and Articles 22 and
23, access to the Premises and the Building will be
available to Tenant 24 hours per day, 7 days per week, subject to Landlord’s
reasonable security measures for the Building, the Rules and Regulations and the
other applicable provisions of this Lease. 

     19.07 No Reservations. Any reservation in this Lease of a right by
Landlord to enter upon the Premises and to make or perform any repairs,
alterations or other work in, to or about the Premises which, in the first
instance, is the obligation of Tenant pursuant to this Lease shall not be deemed
to: (i) impose any obligation on Landlord to do so, (ii) render Landlord liable
(to Tenant or any third party) for the failure to do so, or (iii) relieve Tenant
from any obligations to indemnify Landlord as otherwise provided elsewhere in
this Lease. Notwithstanding anything herein to the contrary, for
purposes of this Section
19.07, the term “Premises” shall
include any other portion of the Building reserved for the exclusive use of
Tenant.

81 







     19.08 Scaffolding. In connection with the performance of any work
that Landlord shall at any time elect or be required to perform, or in
connection with complying with any Requirement applicable to the Building or any
portion thereof (whether or not Landlord is obligated to comply with such
Requirement), Landlord may erect, in accordance with good construction practice,
and thereafter maintain scaffolding, “bridges” and/or other temporary structures
on the outside or inside of the Building notwithstanding that the foregoing may
obscure Building signs and windows forming a part of the Premises and
notwithstanding that access to portions of the Building may be diverted or
partially obstructed. Landlord shall have no liability to Tenant or to any
Tenant Party arising out of any such work, obscuration, diversion or
obstruction, or out of the erection and maintenance of temporary scaffolding,
“bridges” and/or other structures or out of any noise resulting from such work
or erection, nor shall any matter arising out of any of the foregoing be deemed
a breach of Landlord’s covenant of quiet enjoyment. 

     19.09 Sony Lobby. Tenant acknowledges that the use northwest
portion of the ground floor lobby (the “Sony Lobby”) has been
exclusively granted to Sony (as hereinafter defined). Tenant acknowledges that
neither Tenant, its employees or invitees shall be permitted to use the Sony
Lobby for access to the Building. Tenant further acknowledges that the
restrictions on the use of the Sony Lobby shall remain irrespective of whether
Sony is a building tenant.

     19.10 No Tenant Closure of 24th
Street. Tenant shall not
apply (or permit its subtenants or occupants to apply, each sublease or
occupancy agreement to contain this prohibition) to the City of New York for a
street closing permit for the portion of East 24th Street adjacent to the
Building at any time during the Term.

     19.11 Landlord Definition. For the purposes of this Article 19, the term “Landlord” shall include the lessors under superior leases,
the holders of superior mortgages, and the sponsor and Board of Managers of the
Condominium (as defined in Article 6 above). 

ARTICLE
20 

NOTICE OF
ACCIDENTS 

     20.01 Notice of Accidents. Tenant shall give written notice to Landlord,
promptly after Tenant learns thereof, of (i) any accident in or about the
Premises for which Landlord might be liable, (ii) all fires in the Premises,
(iii) all damages to or defects in the Premises, including the fixtures,
equipment and appurtenances thereof, for the repair of which Landlord might be
responsible, and (iv) all damage to or defects in any parts or appurtenances of
the Building’s sanitary, electrical, heating, ventilating, air-conditioning,
elevator and other systems located in or passing through the Premises or any
part thereof. 

ARTICLE
21 

NON-LIABILITY AND
INDEMNIFICATION


     21.01 Non-Liability. (a) To the fullest extent permitted by law,
neither Landlord, nor the lessors under any superior lease, nor the holders of
any superior mortgages, nor any of their respective its agents, officers,
directors, shareholders, partners or principals (disclosed or undisclosed) (collectively,
“Landlord
Indemnitees”) shall be liable or
responsible to Tenant or any Tenant Party for any injury, loss or damage to
Tenant, any Tenant Party or to any other person or for any damage to, or loss
(by theft or otherwise) of, any property of Tenant, any Tenant Party or of any
other person, irrespective of the cause of such injury, damage or loss, it being
understood that no property, other than such as might normally be brought upon
or kept in the Premises as an incident to the reasonable use of the Premises for
the purpose herein permitted, will be brought upon or be kept in the Premises,
including any injury, loss or damage that may be occasioned by the acts or
omissions of persons occupying any space adjacent to or adjoining the Premises,
or elsewhere in the Building, or any part thereof, or for any loss or damage
resulting to Tenant, any Tenant Party or any of their property from water, gas,
steam, fire, or the bursting, stoppage or leaking of sewer or other pipes.
Furthermore, neither Landlord nor any Landlord Indemnitee shall be responsible
or liable for any damage to property of Tenant, any Tenant Party or any other
person entrusted to employees of the Building. If at any time any windows of the
Premises are permanently closed, darkened or bricked up as a result of any
Requirement compliance with which is not required because of Landlord’s wrongful
acts, or temporarily closed, darkened or bricked up for any reason whatsoever,
including, but not limited to Landlord’s own acts (other than wrongful acts),
neither Landlord nor any Landlord Indemnitee shall be liable for any damage
Tenant or any Tenant Party may sustain thereby and Tenant shall not be entitled
to any compensation therefor nor abatement or diminution of rents nor shall the
same release Tenant from its obligations under this Lease nor constitute an
eviction. 

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          (b) If
Tenant or any third person incurs damages as a result of the negligence of
Landlord for which, under applicable law, Landlord cannot be released or
otherwise exculpated from liability as set forth above, then, subject to the
provisions of clause (iii) below, nothing contained in this Lease shall so
release Landlord from liability for such damages (or shall be deemed to so
release or exculpate Landlord); provided, however, nothing contained in this
Lease (including the foregoing provisions of this sentence) shall be deemed a
waiver of Tenant’s obligation to (i) maintain the insurance it is obligated to
maintain under the applicable provisions of this Lease, (ii) obtain the waivers
of subrogation it is obligated to obtain under the applicable provisions of this
Lease, and (iii) release or otherwise exculpate Landlord from liability to the
extent that the damages or injuries in question are covered by the insurance
that Tenant maintains or is obligated to maintain. 

          (c)
Wherever in this Lease an indemnification is for the benefit of Landlord, such
indemnification shall also be for the benefit of all Landlord Indemnitees,
regardless of whether or not expressly so provided. 

     21.02 Indemnification. (a) To the fullest extent permitted by law and
in any event subject to the provisions of Section 11.03, Tenant shall (i)
indemnify and save harmless Landlord and all Landlord Indemnitees against and
from any and all claims (x) arising from (A) the use or manner of use of the
Premises or the management of the Premises by Tenant or any Tenant Parties or
the conduct of any business therein, (B) any default under any of the terms,
covenants or conditions of this Lease on Tenant’s part to observe, perform or
comply with, or (C) any work done, or any condition created (other than by, or
on behalf of, Landlord for Landlord’s or Tenant’s account) in or about the
Premises, by Tenant or any Tenant Party, during the Term or during the period of
time, if any, prior to the Commencement Date that Tenant may have been given
access to the Premises or during the period of time after the expiration of the
Term that Tenant or any Tenant Party remains in possession or occupancy of the
Premises or any portion thereof, or (y) arising from any negligent or otherwise
wrongful act or omission of Tenant or any of its subtenants or licensees or its
or their employees, agents or contractors, and (ii) reimburse to
Landlord and the Landlord Indemnitees all reasonable costs and expenses paid or
incurred by Landlord or any of the Landlord Indemnitees in connection with each
such claim or action or proceeding brought thereon. In case any action or
proceeding be brought against Landlord or any of the Landlord Indemnitees by
reason of any such claim, Tenant, upon notice from Landlord, shall resist and
defend such action or proceeding by attorneys reasonably acceptable to Landlord,
Landlord agreeing that the attorneys for the insurance company providing
Tenant’s insurance are acceptable. 

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          (b) To
the fullest extent permitted by law and in any event subject to the provisions
of Section 11.03, Landlord shall (i) indemnify and save harmless Tenant and all
agents, officers, directors, shareholders, partners or principals (disclosed or
undisclosed) of Tenant (the “Tenant Indemnitees”)
against and from any and all claims, losses, costs and expenses (x) arising from
any default under any of the terms, covenants or conditions of this Lease on
Landlord’s part to observe, perform or comply with, or (y) arising from any
negligent or otherwise wrongful act or omission of Landlord or its employees,
agents or contractors, and (ii) reimburse to Tenant and the Tenant Indemnitees
all reasonable costs and expenses paid or incurred by Tenant or any of the
Tenant Indemnitees in connection with each such claim or action or proceeding
brought thereon. In case any action or proceeding be brought against Tenant or
any of the Tenant Indemnitees by reason of any such claim, Landlord, upon notice
from Tenant, shall resist and defend such action or proceeding by attorneys
reasonably acceptable to Tenant, Tenant agreeing that the attorneys for the
insurance company providing Landlord’s insurance are acceptable. 

     21.03 Unavoidable Delay. If, by reason of: (i) strikes or other labor
troubles, (ii) governmental prohibitions, preemptions, restrictions or other
controls, (iii) any Requirement compliance with which is not required because of
Landlord’s wrongful acts or Landlord’s wrongful failure to act, (iv) shortages
of fuel, supplies or labor, (v) acts of God or the elements (such as tornado,
hurricane, flood, snow, etc. and abnormally inclement weather for the season),
(vi) civil commotion, acts of war, terrorism or the public enemy, (vii) fire or
other casualty or catastrophe, (viii) accidents, or (ix) any other cause beyond
Landlord’s reasonable control (excluding, however, any financial inability)
(each of the events described in the preceding clauses being herein referred to
as an “Unavoidable
Delay,” and, collectively,
“Unavoidable
Delays”), the observance,
performance or compliance with, any non-monetary obligation (i.e., any
obligation other than the obligation to pay a sum of money) on the part of
Landlord to observe, perform or comply with, is prevented or delayed, including
the inability to supply, provide or furnish, or a delay in supplying, providing
or furnishing, any service expressly or implicitly to be supplied, provided or
furnished, or the inability to make, or a delay in making, any alteration,
decoration, installation, improvement, repair, addition or other physical change
in, to or about the Premises or any other portion of the Building, or the
inability to supply, or a delay in supplying, any equipment, fixtures or other
materials, then, for so long as Landlord shall be unable to observe, perform or
comply with, or shall be delayed in the observance, performance or compliance
with, any such non-monetary obligation, this Lease and Tenant’s obligation to
pay Rent hereunder and to observe, perform and comply with all of the other
obligations on Tenant’s part to observe, perform or comply with, shall in no way
be affected, impaired or excused, and, except as otherwise expressly provided to
the contrary in this Lease, Landlord’s obligation to observe, perform or comply
with any such non-monetary obligation shall be excused for the period during
which the Unavoidable Delay prevents or delays such observance, performance or
compliance. 

84 







ARTICLE
22 

DESTRUCTION OR
DAMAGE 

     22.01 Casualty. (a) If the Building or the Premises shall be
partially damaged or partially destroyed by fire or other casualty and as a
result thereof a portion of the Premises becomes untenantable or inaccessible,
the Base Rent and the Additional Rent payable under Article 5 hereof shall be abated on a per RSF basis based on the RSF of that
portion of the Premises as shall have been rendered untenantable as a result of
such damage or destruction for the period, commencing on the date such portion
of the Premises becomes untenantable or inaccessible and ending on the date next
preceding the earlier of (i) the date on which the Required Landlord Restoration
(as defined below) is Substantially Complete or on which that portion of the
Premises otherwise becomes tenantable and accessible, and (ii) the date on which
Tenant or any Tenant Party occupies such portion of the Premises for the conduct
of its business. For purposes of this Section 22, the term
“untenantable” shall mean, with respect to any portion of the
Premises, that Tenant is not reasonably able to conduct its business in that
portion of the Premises affected in substantially the same manner as was
conducted in such space immediately prior to such fire or other casualty.


          (b) If
the Building or the Premises shall be totally (which shall be deemed to include
substantially totally) damaged or destroyed by fire or other casualty and as a
result thereof all (or substantially all) of the Premises becomes untenantable
or inaccessible, the Base Rent and the Additional Rent payable under Article 5
hereof shall be abated for the period commencing on the date such portion of the
Premises become untenantable or inaccessible and ending on the date next
preceding the earlier of (i) the date the Required Landlord Restoration is
substantially complete or on which the Premises otherwise becomes tenantable and
accessible (exclusive of any Tenant’s Work), and (ii) the date on which Tenant
or any Tenant Party occupies the Premises for the conduct of its business;
provided, however, that if the Required Landlord Restoration is substantially
complete with respect to portions of the Premises or portions of the Premises
otherwise become tenantable and accessible prior to the Required Landlord
Restoration with respect to the entire Premises being substantially complete or
the entire Premises otherwise becoming tenantable and accessible, then, provided
it is commercially reasonable for Tenant to use or occupy such portions of the
Premises for the performance of Tenant’s repair or restoration work or for the
conduct of business prior to the repair or restoration of the entire Premises,
the abatement of rent for such portions of the Premises shall end, on a per RSF
basis based on the RSF’s of such portions of the Premises, on the date that the
Required Landlord Restoration is substantially complete with respect to that
portion of the Premises or on which that portion of the Premises otherwise
becomes so tenantable and accessible. 

          (c)
Promptly after the date on which the Required Landlord Restoration is
substantially complete. Tenant shall commence, and thereafter diligently proceed
with, the repair, restoration and replacement of all Alterations (including
Tenant’s Work) and Tenant’s Property. 


85 







     22.02 Restoration. If any damage or destruction described in
Section 22.01 above occurs, then, provided this Lease shall not
have been terminated as in Section
22.03 below provided, Landlord
shall repair or restore such damage or destruction with reasonable dispatch
after notice to it of the damage or destruction; provided, however, that
Landlord shall not be required to make (a) any repairs or restoration that are
the obligation of Tenant or any other person to make (other than Landlord’s
employees, agents or contractors), (b) repairs to items that are obsolete, or (c)
repairs to portions of the Building where the failure to make such repairs will
not materially adversely affect Tenant’s use of the Premises for the Permitted
Uses, access to the Premises or the quality of the Building, and provided
further that Landlord shall not be required to repair, replace or move any of
Tenant’s Property nor to repair or restore any Tenant’s Work or other
Alterations (such damage or destruction that Landlord is expressly obligated to
repair or restore pursuant to this Section being herein referred to as the
“Required Landlord
Restoration”). In furtherance of
the foregoing, for so long as there is a superior lease, Landlord shall not be
obligated to make any repairs which are the obligation of any of the lessors
under any superior lease to make, but, if this Lease shall not have been
terminated as in Section
22.03 below provided, Landlord
shall use commercially reasonable efforts to cause such lessor to make any
repairs which under such superior lease(s) are the obligation of such lessor(s)
to make. 

     22.03 Termination Rights. (a) If the Building or the Premises shall be
totally or substantially damaged or destroyed by fire or other casualty, or if
the Building shall be so damaged or destroyed by fire or other casualty (whether
or not the Premises are damaged or destroyed) as to require a reasonably
estimated expenditure of more than twenty-five (25%) percent of the full
insurable value of the Building immediately prior to the casualty, then in
either such case Landlord may terminate this Lease by giving Tenant notice to
such effect within one hundred twenty (120) days after the date of the casualty.


          (b) In
case of any damage or destruction to the Premises mentioned in this
Section 22.03: 

     (i) Unless Landlord elects to
terminate this Lease as provided in Section 22.03(a) hereof,
within ninety (90) days after the date of such damage or destruction, Landlord
shall give to Tenant a statement (the “Contractor’s Statement”)
from a reputable, independent contractor, construction manager, architect or
engineer, reasonably selected by Landlord, that sets forth such contractor’s,
construction manager’s, architect’s or engineer’s good faith estimate as to when
the repairs to the Premises will be substantially complete; and 

     (ii) If (A) such contractor,
construction manager, architect or engineer estimates that the repairs to the
Premises will be substantially complete more than twenty-four (24)
months after the date of such damage or destruction or
(B) the repairs or restoration that Landlord is obligated to make are not
substantially completed within the greater of (x) twenty-four (24) months after
the date of such damage or destruction or (y) the period of time originally
estimated by such contractor, construction manager, architect or engineer (which
period, in the case of either (x) or (y), shall be extended for up to four (4)
months if Landlord is delayed in making such repairs by reason or an Unavoidable
Delay (such period, as same may be so extended by up to an additional four (4)
months, being hereinafter referred to as the “Restoration Period”)), then, Tenant, as Tenant’s sole right and
remedy, may elect to terminate this Lease by giving notice of such termination
to Landlord. For Tenant’s notice of termination to be effective, it must be
given, in the case of clause “(A),” within thirty (30) days after the date
Landlord gives to Tenant the Contractor’s Statement, or, in the case of clause
“(B),” within thirty (30) days after the last day of the Restoration Period.,
TIME BEING OF THE
ESSENCE in both cases.
Notwithstanding the foregoing, if Tenant fails to give Landlord such notice of
termination in the manner and in the time period set forth above or if such
damage or destruction was intentionally caused by the act or omission of Tenant or of any Tenant Party, then
Tenant’s right to terminate this Lease shall be null and void, and of no further
force or effect, and this Lease shall continue in full force and effect, subject
to the other provisions of this Lease. The Contractor’s Statement shall be
without any representation or warranty on the part of, or recourse against,
Landlord or the person or entity that actually gives such statement. 

86 










          (c) If, in
accordance with, and subject to, the provisions of this Section, either Landlord
or Tenant give the other such notice of termination, the term of this Lease
shall expire as fully and completely on the date which is thirty (30) days after
the date on which Landlord or Tenant gives the other such notice of termination,
as if such termination effective date were the Expiration Date, and on or prior
to such termination effective date, Tenant shall quit, surrender and vacate the
Premises in accordance with the applicable provisions of this Lease, without
prejudice, however, to Landlord’s rights and remedies against Tenant under the
provisions of this Lease in effect prior to such termination effective date, and
any Base Rent or Additional Rent owing shall be paid up to such date (subject to
any abatements of rent applicable under this Lease) and any payments of Base
Rent or Additional Rent made by Tenant which were on account of any period
subsequent to such date (less any amounts of other rents then owing to Landlord)
shall be returned to Tenant. 

     22.04 No Damages. No damages, compensation or claim shall be
payable by Landlord for inconvenience, loss of business or annoyance arising
from any repair or restoration of any portion of the Premises or of the Building
pursuant to this Article. 

     22.05 Cooperation. Each of Landlord and Tenant shall cooperate with
each other as is reasonably required to enable each to collect all of the
insurance proceeds (including rent insurance proceeds) from their respective
insurance companies applicable to damage or destruction of the Premises or the
Building by fire or other casualty.

     22.06 Tenant’s Property, Alterations. Landlord will not carry insurance of any kind on
Tenant’s Property, Alterations, Landlord’s Work or Tenant’s Work, and shall not
be obligated to repair any damage thereto or replace the same. Tenant shall be
obligated to carry insurance on Tenant’s Property, Alterations and Tenant’s Work
as provided in Article
11 above, and shall be obligated
to repair any damage thereto or replace the same as required under
Section 22.01(c) above. 

     22.07 Express Provision to the
Contrary. The provisions of
this Article shall be considered an express agreement governing any case of
damage or destruction of the Premises by fire or other casualty, and Section 227
of the Real Property Law of the State of New York, providing for such a
contingency in the absence of an express agreement, and any other Requirement of
like import, now or hereafter in force, shall have no application in such case.


ARTICLE
23 

EMINENT
DOMAIN 

     23.01 Total Taking. If the whole of the Building shall be lawfully
taken by condemnation or in any other manner for any public or quasi-public use
or purpose, this Lease and the term and estate hereby granted shall forthwith
terminate as of the date of vesting of title in such taking (which date is hereinafter also referred to as the
“date of the
taking”), and the rents shall be
prorated and adjusted as of such date. 

87 







     23.02 Partial Taking. If only a part of the Building shall be so
taken, this Lease shall be unaffected by such taking, except that Tenant may
elect to terminate this Lease in the event of a partial taking of twenty-five
(25%) percent (or more)
of the RSF of the Premises if the
remaining area of the Premises shall not be reasonably sufficient for Tenant to
continue feasible operation of its business. Tenant shall give notice of such
election to Landlord not later than sixty (60) days after (i) notice of such
taking is given by Landlord to Tenant, or (ii) the date of such taking,
whichever occurs sooner. Upon the giving of such notice by Tenant this Lease
shall terminate on the date of such taking and the rents shall be prorated as of
such termination date. Upon such partial taking and this Lease continuing in
force as to any part of the Premises, the rents apportioned to the part taken
shall be prorated and adjusted as of the date of taking and from such date the
Base Rent for the Premises and Additional Rent payable pursuant to
Article 5 shall be appropriately adjusted according to the
RSF remaining. 

     23.03 Awards. Landlord shall be entitled to receive the entire award in any
proceeding with respect to any taking provided for in this Article without
deduction therefrom for any estate vested in Tenant by this Lease and Tenant
shall receive no part of such award, except as hereinafter expressly provided in
this Article. Tenant hereby expressly assigns to Landlord all of its right,
title and interest in or to every such award. Notwithstanding anything herein to
the contrary, Tenant may, at its sole cost and expense, make a claim with the
condemning authority for Tenant’s moving expenses, the value of Tenant’s
fixtures and Tenant’s Alterations which do not become part of the Building or
property of Landlord, provided however that Landlord’s award is not thereby
reduced or otherwise adversely affected. 

     23.04 Temporary Taking. If the temporary use or occupancy of all or any
part of the Premises shall be lawfully taken by condemnation or in any other
manner for any public or quasi-public use or purpose during the Term, Tenant
shall be entitled, except as hereinafter set forth, to receive that portion of
the award for such taking which represents compensation for the use and
occupancy of the Premises and, if so awarded, for the taking of Tenant’s
Property and for moving expenses, and Landlord shall be entitled to receive that
portion which represents reimbursement for the cost of restoration of the
Premises. This Lease shall be and remain unaffected by such taking and Tenant
shall continue to be responsible for all of its obligations hereunder insofar as
Tenant’s ability to perform such obligations are not affected by such taking and
shall continue to pay in full the Base Rent and Additional 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 or occupancy of
the Premises (or a part thereof) shall be divided between Landlord and Tenant so
that Tenant shall receive so much thereof as represents the period prior to the
Expiration Date and Landlord shall receive so much thereof as represents the
period subsequent to the Expiration Date. 

     23.05 Restoration. In the event of any taking of less than the
whole of the Building which does not result in a termination of this Lease, or
in the event of a taking for a temporary use or occupancy of all or any part of
the Premises which does not extend beyond the Expiration Date, Landlord, at its
expense, and to the extent any award or awards shall be sufficient for the
purpose, shall proceed with reasonable diligence to repair, alter and restore
(a) the remaining parts of the Building to substantially a Building Standard
condition to the extent that the same may be feasible and so as to constitute a
complete and tenantable Building and (b) the Premises to substantially the
condition existing prior to the taking; provided, however, that Landlord shall
not be required to repair, replace or move any of Tenant’s Property nor to repair or restore any Tenant’s Work or
Alterations. In furtherance of the foregoing, for so long as there is a superior
lease, Landlord shall not be obligated to make any repairs which are the
obligation of any of the lessors under any superior lease to make, but Landlord
shall use commercially reasonable efforts to cause such lessor to make any
repairs which under such superior lease(s) are the obligation of such lessor(s)
to make. 

88 







     23.06 Abatement. If any part of the Premises is taken to effect
compliance with any Requirement other than in the manner hereinabove provided in
this Article, then (i) if such compliance is the obligation of Tenant under this
Lease, Tenant shall not be entitled to any diminution or abatement of rent or
other compensation from Landlord therefor, but (ii) if such compliance is the
obligation of Landlord under this Lease, the Base Rent hereunder shall be
reduced and Additional Rents under Article 5 shall be
adjusted in the same manner as is provided in Section 23.02 according to the reduction in RSF of the Premises
resulting from such taking. 

ARTICLE
24 

SURRENDER;
HOLDOVER 

     24.01 Surrender. On the last day of the Term, or upon any earlier
termination of this Lease, or upon any re-entry by Landlord upon the Premises
pursuant to the applicable provisions of this Lease or as permitted pursuant to
applicable law, Tenant shall quit and surrender the Premises to Landlord broom
clean and in good order, condition and repair, except for ordinary wear and tear
and damage by fire or other casualty; however, if Tenant would have had the
obligation to repair or restore the damage due to fire or other casualty under
Article 22 hereof, Tenant shall, if the claim has not yet been settled with
Tenant’s insurer, assign its rights to the insurance proceeds covering the
repair or restoration of prior to the Expiration Date or earlier termination
date, or, if the claim has been settled, pay to Landlord all of the insurance
proceeds therefor, and if Tenant failed to properly insure same, Tenant shall
pay to Landlord the amount that Tenant would have received if the property had
been properly insured in accordance with the Terms of the Lease. Tenant shall
remove all of Tenant’s Property from the Premises and from the Building (except
as otherwise expressly provided in this Lease) and shall repair all damage to
the Premises and the Building caused by such removal. 

     24.02 Holdover. (a) If Tenant or any Tenant Party shall remain
in possession or occupancy of any portion of the Premises, or otherwise hold
over, after the expiration or earlier termination of the Term, and if Landlord
shall then not proceed to remove Tenant from the Premises in the manner
permitted by law (or shall not have given written notice to Tenant that Tenant
must vacate the Premises) irrespective of whether or not Landlord accepts rent
from Tenant for a period beyond the last day of the Term, the parties hereby
agree that Tenant’s occupancy of the Premises after the expiration of the Term
shall be under a month to month tenancy commencing on the first day after the
expiration of the Term, which tenancy shall be upon all of the terms set forth
in this Lease except Tenant shall pay on the first day of each month of the hold
over period as Base Rent at a rate equal to 150% of the greater of (i) the Base
Rent applicable during the last year of the Term (i.e., the year immediately
prior to the holdover period) for the Premises, and (ii) the fair market rental
value of the Premises for such month (as reasonably determined by Landlord),
together with Tax Payment, Expense Payment and all items of additional rent due
under the Lease. Further, Landlord shall not be required to perform any work,
furnish any materials or make any repairs within the Premises during the
holdover period. It is further stipulated and agreed that if Landlord shall, at
any time after the expiration of the original Term or after the expiration of
any term created thereafter, proceed to remove Tenant from the Premises as a holdover, the rent for the use and
occupancy of the Premises during any holdover period shall be 150% of the
greater of (x) the rents (including Base Rent, Tax Payment, Expense Payment and
all other items of Additional Rent) payable by Tenant during the last year of
the Term, and (y) the fair market rental value of the Premises for such month
(as reasonably determined by Landlord). In addition to the foregoing, Landlord
shall be entitled to recover from Tenant all costs, expenses, losses and damages
arising from such holdover, including all reasonable attorneys’ fees and
disbursements and court costs incurred or paid by Landlord. 

89 







          (b) For the
purposes of this subsection (b), the period commencing on the date succeeding
the last day of the Term, without taking into account any month-to-month term
created pursuant to subsection (a) above or otherwise, and ending on the date
that Tenant and all Tenant Parties quit and surrender the entire Premises in the
condition required pursuant to the applicable provisions of this Lease, is
herein referred to as the “Holdover Period.” Notwithstanding anything contained in subsection (a) above to the
contrary, the 150% percentage set forth in two places in said subsection (a)
shall increase in both places to 200% from and after the thirty-first
(31st) day of the Holdover Period. 

          (c)
Notwithstanding anything to the contrary contained in this Lease, the acceptance
of any rent paid by Tenant pursuant to subsection (a) above shall not preclude
Landlord from commencing and prosecuting a holdover or summary eviction
proceeding or from exercising any other right or remedy under this Lease, at law
or in equity, and the preceding sentence 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. 

          (d) All
damages to Landlord by reason of holding over by Tenant (or by any Tenant Party)
may be the subject of a separate action and need not be asserted by Landlord in
any summary proceedings against Tenant. Tenant acknowledges that possession of
the entire Premises must be surrendered to Landlord at the expiration or sooner
termination of the Term. Tenant agrees to indemnify, defend and save Landlord
harmless from and against any and all actions, proceedings, claims,
deficiencies, judgments, suits, losses, obligations, penalties, liabilities,
damages, costs and expenses (including court costs and reasonable legal fees and
disbursements), resulting from a delay by Tenant in so surrendering the entire
Premises, including, without limitation, any claims made by any succeeding
tenant of all or any portion of the Premises based on Landlord’s inability or
failure to deliver possession thereof to such succeeding tenant, except that Landlord shall not be entitled to make a claim for
consequential damages under this Section 24.02 unless Tenant remains in
possession of the Premises (or any portion thereof) for more than forty-five
(45) days after the expiration of the Term (without taking into account any
month-to-month tenancy that may be created under this Section 24.02).


ARTICLE
25 

CONDITIONS OF
LIMITATION 

     25.01 Bankruptcy Events. To the extent permitted by applicable
Requirements, this Lease and the term and estate hereby granted are subject to
the limitation that whenever Tenant shall make an assignment of all or
substantially all of the property of Tenant for the benefit of creditors, or
shall file a voluntary petition under any bankruptcy or insolvency law, or an
involuntary petition alleging an act of bankruptcy or insolvency shall be filed
against Tenant under any bankruptcy or insolvency law, or whenever a petition
shall be filed against Tenant under the reorganization provisions of the United
States Bankruptcy Act or under the provisions of any law of like import, or whenever a petition shall be filed by
Tenant under the arrangement provisions of the United States Bankruptcy Act or
under the provisions of any law of like import, or whenever a permanent receiver
of Tenant or of or for the property of Tenant shall be appointed (each of such
events, a “Bankruptcy
Event”), then, Landlord, (a) at
any time after receipt of notice of the occurrence of any Bankruptcy Event, or
(b) if such Bankruptcy Event occurs without the acquiescence of Tenant, at any
time after the event continues unstayed for ninety (90) days, Landlord may give
Tenant a notice of intention to end the Term at the expiration of fifteen (15)
Business Days from the date of service of such notice of intention, and upon the
expiration of said fifteen (15) Business Day period this Lease and the term and
estate hereby granted, whether or not the Term shall theretofore have commenced,
shall terminate with the same effect as if that day were the Expiration Date,
but Tenant shall remain liable for damages as provided in Article 27. 

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     25.02 Defaults. This Lease and the term and estate hereby
granted are subject to the further limitation that: 

          (a) if
there is a failure to pay when due any Base Rent, Additional Rent or other
payment payable by Tenant pursuant to any provision of this Lease, and the
payment in question is not paid in full within five (5) Business Days after
Tenant receives written notice specifying such default; or 

          (b) if
there is a failure to observe, perform or comply with any term, covenant or
condition contained in Section 7.04, Section 9.03(b), or Article 33 of this
Lease on Tenant’s part to observe, perform or comply with, whether by action or
inaction, and such default continues and is not cured in full by Tenant within
fifteen (15) days after Tenant receives written notice specifying such default;
or 

          (c) if
there is a failure to observe, perform or comply with any term, covenant or
condition contained in Sections
13.06 of this Lease on Tenant’s
part to observe, perform or comply with, whether by action or inaction, and such
default continues and is not cured in full by Tenant within ten (10) days after
Tenant receives written notice specifying such default; or 

          (d) if
there is a failure to observe, perform or comply with any term, covenant or
condition contained in Article
2 of this Lease on Tenant’s part
to observe, perform or comply with, whether by action or inaction, and such
default continues and is not cured in full by Tenant within five (5) Business
Days after Tenant is given a notice specifying such default; or 

          (e) if
Tenant fails to provide or keep in force the insurance required by this Lease,
at the times and for the durations specified in this Lease; or 

          (f) if any
event shall occur or any contingency shall arise whereby this Lease or the
estate hereby granted or the unexpired balance of the Term would, by operation
of law or otherwise, devolve upon or pass to any person other than Tenant,
except as expressly permitted by Article 9; or 

          (g) if the
Premises shall be abandoned; or 

91 







          (h) (i) if
there is a failure to observe, perform or comply with any term, covenant or
condition contained in this Lease on Tenant’s part to observe, perform or comply
with (other than those terms, covenants and conditions contained in the
provisions of this Lease set forth in subsections (a), (b), (c), (d) and (e)
above, and excluding those events described in subsections (f) and (g)),
whether by action or inaction, and such default continues and is not cured in
full by Tenant within thirty (30) days after Tenant receives written notice
specifying such default, or (ii) in the case of a default which cannot with due
diligence and using best efforts be cured within a period of thirty (30) days,
where the continuance of such default for more than thirty (30) days will not
(A) subject Landlord to the imminent or apparent (as opposed to remote) risk of
civil liability or the risk of criminal liability, (B) subject the Real Property
or any part thereof to being condemned or vacated, or (C) subject the Real
Property or any part thereof to any lien or encumbrance or subject the
certificate of occupancy for the Building to suspension or revocation or
threatened suspension or revocation, if Tenant shall not (x) within thirty (30)
days after Tenant is given a written notice specifying such default, give
Landlord written notice of Tenant’s intention to duly institute all steps
necessary to cure such default (which notice shall include a reasonably detailed
description of such steps), (y) duly institute within said thirty (30) day
period, and thereafter diligently prosecute to completion, using Tenant’s
commercially reasonable efforts, all steps necessary to cure such default,
and/or (z) complete such cure within such time after the date of the giving of
such notice to Tenant as should have been necessary to complete such cure had
Tenant so duly instituted such steps and thereafter diligently prosecuted to
completion such cure using its best efforts and in any event within sixty (60)
days after receipt of Landlord’s written notice of default; or 

          (i) if
there is a default under any term, covenant or condition on Tenant’s or any
Related Entity’s part to observe, perform or comply with under any other lease
or occupancy agreement in the Building to which Tenant or a Related Entity is a
party (either directly or by assignment), and such default is not cured in full
after the giving of any required notice and after the expiration of any
applicable cure period, 

then in any of said cases
set forth in the foregoing subsections (a), (b), (c) (d), (e), (f), (g), (h) and
(i), or upon the occurrence of any other Event of Default, Landlord may give to
Tenant a notice of intention to end the Term, and on the fifth (5th)
day after the date on which Tenant receives such written notice, this Lease and
the term and estate hereby granted, whether or not the Term shall theretofore
have commenced, shall terminate with the same effect as if such fifth
(5th) day were the Expiration Date, but Tenant shall remain liable
for damages as provided in Article 27. 

     25.03 Unused Premises. If, at any time after the Rent Commencement
Date, Tenant (and all permitted subtenants or occupants thereof, if any) do not
operate, or cause to be operated, in substantially all of the Premises a
business then permitted to be operated in the Premises pursuant to the
applicable provisions of this Lease for more than thirty (30) days (such portion
of the Premises in which Tenant is not operating a business permitted to be
operated in such space being hereinafter referred to as the “Unused Premises”), Tenant shall secure and protect such Unused
Premises, regardless of whether the Premises have been vacated in whole or in
part, all at Tenant’s sole cost and expense. 

ARTICLE
26 

RE-ENTRY BY
LANDLORD 

     26.01 Re-Entry. If Tenant shall default in the payment of any
installment of Base Rent, or of any Additional Rent, on any date upon which the
same ought to be paid, and if such default shall continue for five (5) Business
Days after Tenant receives written notice specifying such default, or if this
Lease shall expire as in Article
25 provided, Landlord or
Landlord’s agents and employees may immediately or at any time thereafter
re-enter the Premises, or any part thereof,
in the name of the whole, 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 again as and of its first estate and interest therein. The word
re-enter, as herein used, is not restricted to its technical legal meaning. In
the event of any termination of this Lease under the provisions of
Article 25 or if Landlord shall re-enter the Premises under
the provisions of this Article or in the event of the termination of this Lease,
or of re-entry, by or under any summary dispossess or other proceeding or action
or any provision of law by reason of default hereunder on the part of Tenant,
Tenant shall thereupon pay to Landlord the Base Rent and Additional Rent payable
by Tenant to Landlord up to the time of such termination of this Lease, or of
such recovery of possession of the Premises by Landlord, as the case may be, and
shall also pay to Landlord damages as provided in Article 27. 

92 







     26.02 Injunction. In the event of a default or threatened default
by Tenant or any Tenant Party of any of Tenant’s obligations under this Lease,
Landlord shall also have the right to seek equitable relief, including an
injunction. The special 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 at any time and Landlord
may invoke any remedy allowed at law or in equity as if specific remedies were
not provided for herein. 

     26.03 Collected Sums. If this Lease shall terminate under the
provisions of Article
25, or if Landlord shall re-enter
the Premises under the provisions of this Article, or in the event of the
termination of this Lease, or of re-entry, by or under any summary dispossess or
other proceeding or action or any provision of law by reason of default
hereunder on the part of Tenant, Landlord shall be entitled to retain all
moneys, if any, paid by Tenant to Landlord, whether as advance rent, security or
otherwise, but such moneys shall be credited by Landlord against any Base Rent
or Additional Rent due from Tenant at the time of such termination or re-entry
or, at Landlord’s option, against any damages payable by Tenant under
Article 27 or pursuant to law. 

ARTICLE
27 

DAMAGES


     27.01 Damages. If this Lease is terminated under the provisions of Article 25, or if Landlord shall re-enter the Premises under the provisions of
Article 26, or in the event of the termination of this
Lease, or of re-entry, by or under any summary dispossess or other proceeding or
action or any provision of law by reason of default hereunder on the part of
Tenant, Tenant shall pay to Landlord as damages, all amounts then owed by
Tenant, plus the expenses actually incurred or paid by Landlord in terminating
this Lease or in re-entering the Premises and in securing possession thereof,
plus the expenses actually incurred or paid by Landlord to relet the Premises or
portions thereof, including altering and preparing the Premises (or such
portions) for new tenants, brokers’ commissions, and all other expenses, plus,
at the election of Landlord, either: 

93 







          (a) sums
equal to the Base Rent and the Additional Rent payable hereunder which would
have been payable by Tenant had this Lease not so terminated, or had Landlord
not so re-entered the Premises, payable upon the due dates therefor specified
herein following such termination or such re-entry and until the Expiration
Date, provided, however, that if Landlord shall relet the Premises during said
period, 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
damages described in the introductory sentence of this Section 27.01; it being understood that any such reletting may
be for a period shorter or longer than the remaining Term; but in no event shall
Tenant be entitled to receive any excess of such net rents over the sums payable
by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for
the collection of damages pursuant to this subsection 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 (the amount of such Base Rent and Additional Rent
that would have been so payable, less such credit, being hereinafter referred to
as the “Deficiency”). If the
Premises or any part thereof should be relet in combination with other space,
then proper apportionment on a square foot basis (for equivalent space) shall be
made of the rent received from such reletting and of the expenses of reletting.
If the Premises or any part thereof be relet by Landlord for the unexpired
portion of the Term, or any part thereof, before presentation of proof of such
damages to any court, commission or tribunal, the amount of rent reserved upon
such reletting shall, prima facie, be the fair and reasonable rental value for
the Premises, or part thereof, so relet during the term of the reletting; or


          (b) whether
or not Landlord shall have collected any monthly Deficiency as aforesaid, a sum
which at the time of such termination of this Lease or at the time of any such
re-entry by Landlord, as the case may be, represents the then value of the
excess, if any, discounted to present value at the Prime Rate in effect at that
time, of: 

     (i) the aggregate of the
Base Rent and the Additional Rent payable hereunder which would have been
payable by Tenant (conclusively presuming the Additional Rent to be the same as
was payable for the year immediately preceding such termination) for the period
commencing with such earlier termination of this Lease or the date of any such
re-entry, as the case may be, and ending with the Expiration Date, had this
Lease not so terminated or had Landlord not so re-entered the Premises; over


     (ii) the aggregate fair
market rental value of the Premises for the same period, less 

     (iii) the aggregate amount
of Deficiencies theretofore collected by Landlord pursuant to the provisions of
subsection (a) above for the same period. 

     27.02 Suits for Recovery. Suit or suits for the recovery of such damages,
or any installments thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall be deemed to require Landlord to
postpone suit until the date when the Term would have expired if it had not been
so terminated under the provisions of Article 25, or under any
provision of law, or had Landlord not re-entered the Premises. Nothing herein
contained shall be construed to limit or preclude 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. Nothing herein contained shall be construed to
limit or prejudice the right of Landlord to prove for and obtain as damages by
reason of the termination of this Lease or re-entry on the Premises for the
default of Tenant under this Lease, an amount equal to the maximum allowed by
any statute or rule of law in effect at the time when, and governing the
proceedings in which, such damages are to be proved whether or not such amount
be greater, equal to, or less than any of the sums referred to in Section 27.01.


94 







ARTICLE
28 

WAIVER


     28.01 Waiver of Redemption. Tenant, for Tenant, and on behalf of any and all
persons claiming through or under Tenant, including creditors of all kinds, does
hereby waive and surrender all right and privilege which they or any of them
might have under or by reason of any Requirement, to redeem the Premises or to
have a continuance of this Lease for the term hereby demised after being
dispossessed or ejected therefrom by process of law or under the terms of this
Lease or after the termination of this Lease as herein provided. 

     28.02 Waiver of Tenant Credits. In the event that Tenant is in arrears in
payment of Base Rent or Additional Rent hereunder (after being given notice of
default), Tenant waives Tenant’s right, if any, to designate the items against
which any payments made by Tenant are to be credited, and Tenant agrees that
Landlord may apply any payments made by Tenant to any items of rent then owed to
Landlord under this Lease as Landlord sees fit, irrespective of and
notwithstanding any designation or request by Tenant as to the items against
which any such payments shall be credited. 

     28.03 Waiver of Trial by Jury. LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER ON
ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,
THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE
PREMISES, INCLUDING ANY CLAIM OF INJURY OR DAMAGE, OR ANY EMERGENCY OR OTHER
STATUTORY REMEDY WITH RESPECT THERETO. 

     28.04 Provisions Regarding Services. The provisions of Articles 17 and 18 shall be considered expressed agreements
governing the services to be furnished by Landlord, and Tenant agrees that any
Requirements, now or hereafter in force, shall have no application in connection
with any enlargement of Landlord’s obligations with respect to such services,
except to the extent the same are reimbursable Operating Expenses pursuant to
Article 5 above. The foregoing provisions of this Section
shall not affect Landlord’s express obligations under Articles 10
and 15 hereof. 

     28.05 Conditions of Limitation. If, at any time during the Term, any Requirement
shall have the effect of limiting, for any period of time, the amount of the
rents payable by Tenant, or receivable by Landlord, under this Lease, and the
maximum rents so permitted to be paid by Tenant, or received by Landlord,
hereunder shall be less than the rents herein reserved, then: 

          (a)
throughout the period of limitation, Tenant shall remain liable for the maximum
amount of rents that is lawfully payable; and 


95 







          (b) if and
when the period of limitation ends, the Requirement imposing such limitation is
repealed, or such limitation is restrained or rendered unenforceable by any
order or ruling of a court of appropriate jurisdiction: 

     (i) to the extent that the same is not
prohibited by any Requirement, Tenant shall pay to Landlord, on demand, all
amounts that would have been due from Tenant to Landlord during the
period of limitation, but that were not paid because of the Requirements; and


     (ii) thereafter, Tenant shall pay to Landlord
all of the rents reserved under this Lease, all of which shall be calculated as
if there had been no intervening period of limitation. 

ARTICLE
29 

NO OTHER WAIVERS OR
MODIFICATIONS


     29.01 No General Waivers. The failure of either party to insist in any one
or more instances upon the strict performance of any one or more of the
obligations of this Lease, or to exercise any election herein contained, shall
not be construed as a waiver or relinquishment for the future of the performance
of such one or more obligations of this Lease or of the right to exercise such
election, but the same shall continue and remain in full force and effect with
respect to any subsequent default, act or omission. No executory agreement
hereafter made between Landlord and Tenant shall be effective to change, modify,
waive, release, discharge, terminate or effect an abandonment of this Lease, in
whole or in part, unless such executory agreement is in writing, refers
expressly to this Lease and is signed by the party against whom enforcement of
the change, modification, waiver, release, discharge or termination or
effectuation of the abandonment is sought. 

     29.02 No Specific Waivers. The following specific provisions of this
Section shall not be deemed to limit the generality of any of the foregoing
provisions of this Article: 

          (a) no
agreement to accept a surrender of all or any part of the Premises shall be
valid unless in writing and signed by Landlord and Tenant. The delivery of keys
to an employee of Landlord or of its agent shall not operate as a termination of
this Lease or a surrender of the Premises. If Tenant shall at any time request
Landlord to sublet the Premises for Tenant’s account, Landlord or its agent is
authorized to receive said keys for such purposes without releasing Tenant from
any of its obligations under this Lease, and Tenant hereby releases Landlord
from any liability for loss or damage to any of Tenant’s property in connection
with such subletting; 

          (b) the
receipt by Landlord of rent with knowledge of a default of any of Tenant’s
obligations of this Lease shall not be deemed a waiver of such default;


          (c) no
payment by Tenant or receipt by Landlord of a lesser amount than the correct
Base Rent or Additional Rent due hereunder shall be deemed to be other than a
payment on account, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord’s
right to recover the balance or pursue any other remedy in this Lease or at law
provided. 

ARTICLE
30 

CURING TENANT’S
DEFAULTS, ADDITIONAL RENT


     30.01 Late Charges. (a) If Tenant shall default in the performance
of any of Tenant’s obligations under this Lease, Landlord, without thereby
waiving such default, may (but shall not be
obligated to) perform the same for the account and at the expense of Tenant, (1)
without notice, in the case where the Term has ended, (2) after oral notice as
is reasonable under the circumstances in the case of an emergency, and (3) in
any other case, only if such default continues after the expiration of (i) five
(5) Business Days from the date Tenant receives notice of Landlord’s intention
so to do, or (ii) the applicable grace period provided in in this Lease for cure
of such default, whichever occurs later. To the extent Landlord performs any
such obligation for the account of Tenant, Tenant shall not be deemed in default
of the underlying obligation, but Tenant shall remain obligated and liable to
Landlord for the cost of such performance, as provided in this Article.


96 







          (b) If
Tenant shall fail to pay in full any Base Rent or Additional Rent within ten
(10) Business Days after the same is due under this Lease (without taking into
account any cure period that may be applicable thereto), then Tenant shall
promptly pay to Landlord as Additional Rent, a late charge equal to three
percent (3%) percent of amount of the payment that is not paid when so first due
(the “Late Charge”). In addition, if Tenant shall fail to pay in
full any Base Rent or Additional Rent within ten (10) Business Days after the
same is due under this Lease (without taking into account any cure period that
may be applicable thereto), such payments shall accrue interest at the Interest
Rate until paid in full. Nothing herein contained shall be intended to violate
any applicable Requirement and in all instances all such late charges and rates
of interest shall be automatically reduced to any maximum applicable legal
charge or rate. The provisions of this Section are in addition to all other
rights and remedies available to Landlord for nonpayment of Base Rent or
Additional Rent. 

          (c) If
Tenant shall make any payments due under this Lease by check, and such check
shall be returned for insufficient funds or uncollected funds, or the account
being closed, then Landlord shall not be obligated to accept any payment from or
on behalf of Tenant other than by unendorsed certified check or official bank
check. If payment made by Tenant to Landlord shall be returned for any of the
above reasons, then the payment in question shall be deemed not to have been
made by Tenant, and, in addition to all of Landlord’s other rights and remedies
under this Lease, including under subsection (b) above and Article 25 hereof,
there shall be an additional charge to Tenant of two hundred fifty dollars
($250.00) which shall be immediately due and payable by Tenant upon the giving
of the demand to Tenant. 

     30.02 Landlord Expenses. Bills for any expenses incurred by Landlord in
connection with any such performance by it for the account of Tenant, and bills
for all costs, expenses and disbursements of every kind and nature whatsoever,
including reasonable counsel fees, involved in collecting or endeavoring to
collect the Base Rent or Additional Rent or any part thereof (in the case where
Tenant is in default of such obligation) or (in the case where Tenant is in
default of any of its obligations under this Lease) enforcing or endeavoring to
enforce any rights against Tenant, under or in connection with this Lease, or
pursuant to law, including any such cost, expense and disbursement involved in
instituting and prosecuting summary proceedings, as well as bills for any
property, material, labor or services provided, furnished, or rendered, by
Landlord or at its instance to Tenant, may be sent by Landlord to Tenant
monthly, or immediately, at Landlord’s option, and, shall be due and payable in
accordance with the terms of such bills, but in no event sooner than thirty (30)
days after Tenant is given such bill. 

97 







ARTICLE
31 

BROKER


     31.01 Tenant Covenants Regarding
Brokers. Tenant covenants,
warrants and represents that it had no conversations or other communications
with any broker, finder or consultant, except CBRE, INC. (who is separately
representing both Landlord and Tenant herein) (collectively, the “Brokers”), in connection with the leasing of the Premises to Tenant and that, to
Tenant’s best knowledge, except for the Brokers, there were no brokers, finders
or consultants instrumental in consummating this Lease. Tenant shall indemnify,
defend and hold harmless Landlord from and against any and all actions,
proceedings, claims, deficiencies, judgments, suits, losses, obligations,
penalties, liabilities, damages, costs and expenses (including court costs and
reasonable legal fees and disbursements), suffered, paid or incurred by Landlord
as a result of any and all claims, actions or proceedings either made or brought
by any brokers, finders or consultants (other than the Brokers) who claim to
have dealt with Tenant, or arising out of negotiations or conversations had by
Tenant with such other brokers, finders or consultants or arising out of such
other brokers, finders or consultants having shown the Premises to the Tenant.


     31.02 Landlord Covenants Regarding
Brokers. Landlord covenants,
warrants and represents that it had no conversations or other communications
with any broker, finder or consultant, except the Brokers in connection with the
leasing of the Premises to Tenant and that, to Landlord’s best knowledge, except
for the Brokers, there were no brokers, finders or consultants instrumental in
consummating this Lease. Landlord shall indemnify, defend and hold harmless
Tenant from and against any and all actions, proceedings, claims, deficiencies,
judgments, suits, losses, obligations, penalties, liabilities, damages, costs
and expenses (including court costs and reasonable legal fees and
disbursements), suffered, paid or incurred by Tenant as a result of any and all
claims, actions or proceedings either made or brought by any brokers, finders or
consultants (other than the Brokers) who claim to have dealt with Landlord, or
arising out of negotiations or conversations had by Landlord with such other
brokers, finders or consultants or arising out of such other brokers, finders or
consultants having shown the Premises to the Tenant under the direction of
Landlord. 

     31.03 Landlord Payment of Broker
Fees. Based and relying upon
the foregoing warranties, representations and obligations of Tenant, Landlord
has agreed to pay, pursuant to separate agreements, brokerage commissions to the
Brokers. 

ARTICLE
32 

NOTICES


     32.01 Notices and Notice Parties. Except as otherwise expressly permitted in this
Lease, all notices, demands, approvals, consents, requests and other
communications (collectively, “Notices”) which under the
terms of this Lease, or under or pursuant to any Requirement, must or may be
given or made by the parties hereto, must be in writing (whether or not so
stated elsewhere in this Lease), unless expressly provided herein to the
contrary, and must be given or made either by sending the Notice by (i) hand
delivery, (ii) registered or certified mail of the United States of America,
return receipt requested, or (iii) an overnight commercial courier service
(“next Business Day delivery”) which provides for delivery with receipt
guaranteed, in either case addressed to each party as follows: 

98 







	      	
      If to
      Landlord:
	          	11
      Madison Avenue LLC
		 		261
      Madison Avenue
				27th
      floor
				New
      York, NY 10016
				Attention: Alex Sapir, President
		 
     
		
      With a copy
      to:
		11
      Madison Avenue LLC
				261
      Madison Avenue
				27th
      floor
				New
      York, NY 10016
				Attention: Legal Department, and
		 
     
		
      With a copy
      to:
		11
      Madison Avenue LLC
				c/o
      Cushman & Wakefield
				11
      Madison Avenue, 1N
				New
      York, NY 10010
				Attn: James Whelan, General Manager
		 
     
	 	
      With a copy
      to:
		DLA
      Piper LLP (US)
				1251
      Avenue of the Americas
				New
      York, NY 10020
				Attn: Jeffrey B. Steiner, Esq.
		 
     
		
      If to
    Tenant:
		Yelp
      Inc.
				140
      New Montgomery Street,
				San
      Francisco, CA 94105
				Attention: John Lieu
				Telephone:
		   
	With a copy of default notices to be sent
      also to:
		  
				Yelp
      Inc.
				140
      New Montgomery Street
				San
      Francisco, CA 94105
				Attention: Laurence Wilson,
Esq.



     32.02 Delivery of Notices. All Notices shall be deemed to have been made or
given and received (i) if delivered by hand as provided for in this Article, on
the date receipt thereof is acknowledged by the party to whom the Notice is
being given (including an employee or agent of such party), (ii) if sent mailed
as provided for in this Article, on the date which is three (3) Business Days
after mailing, or (iii) if sent by commercial courier as provided for in this
Article, on the date which is one (1) Business Day after accepted by the
commercial courier for delivery. Either party may designate by a Notice given in
the manner herein specified a new or other address to which Notices shall
thereafter be so given or made. Notwithstanding the foregoing all Base Rent and
Additional Rent statements, bills and invoices may be given by regular mail,
hand-delivery or electronic scan and e-mail, and emergency repair notices may be
hand-delivered or sent via e-mail to Tenant at                               (or such other
e-mail address as Tenant may provide to Landlord from time to time) and shall be
deemed given upon receipt, Tenant hereby acknowledges that no statement, bill or
invoice shall be required for the payment of
Base Rent, regardless of whether Tenant is given, or had ever been given, a
statement, bill or invoice therefor. Notice for either party may be given by
legal counsel for such party. 

99 







ARTICLE
33 

ESTOPPEL
CERTIFICATE


     33.01 Estoppel Certificate. Within twenty (20) days after either party’s
written request, the other party shall execute and deliver to the requesting
party a statement (i) certifying, as of the date of such statement, 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) and whether any options granted to Tenant pursuant to the
provisions of this Lease have been exercised, (ii) setting forth and certifying
the Commencement Date, the Expiration Date and the Base Rent, (iii) certifying,
as of the date of such statement, the dates to which the Base Rent and
Additional Rent have been paid and the amounts thereof, (iv) stating, as of the
date of such statement, whether or not, to the best knowledge of the signer, the
other party is in default in performance of any of its obligations under this
Lease, (and if Tenant is the certifying party, whether Tenant is in default)
and, if so, specifying each such default of which the signer may have knowledge,
(v) stating, as of the date of such statement, whether Tenant has any rights to
offsets or abatement of rent, (vi) stating, as of the date of such statement,
whether Tenant has prepaid any rent for more than one month in advance, and
(vii) certifying such other information as the requesting party reasonably
requests, it being intended that any such statement delivered pursuant hereto
may be relied upon by others with whom the party requesting such certificate may
be dealing and their respective successors and/or assigns. A default by Landlord
or Tenant of its obligations under this Article shall constitute such defaulting
party’s acknowledgement which may be relied on by any person holding or
proposing to acquire an interest in the Building, this Lease or any superior
mortgage, that this Lease is unmodified and in full force and effect and will
constitute, as to any such person, a waiver of any defaults on Landlord’s part
which may exist prior to the date of such request.

ARTICLE
34 

ARBITRATION


     34.01 Arbitration Procedure. Landlord and Tenant shall have the right to
submit disputes where arbitration is specifically provided for in this Lease to
arbitration in the City of New York under the Expedited Procedures provisions of
the Commercial Arbitration Rules of the American Arbitration Association
(“AAA”), provided, however, that
with respect to any such arbitration (i) the list of arbitrators shall be
returned within five (5) Business Days from the date of mailing, (ii) the
parties shall notify the AAA by telephone within four (4) Business Days of any
objections to the arbitrator appointed and will have no right to object if the
arbitrator so appointed was on the list submitted by the AAA and was not
objected to within such four (4) Business Day time period, (iii) the Notice of
Hearing shall be four (4) Business Days in advance of the hearing, (iv) the
hearing shall be held within five (5) Business Days after the appointment of the
arbitrator, (v) the arbitrator shall have no right to award damages except with
respect to a successful claim by one party that the other party has unreasonably
withheld its consent in bad faith, (vi) the decision and award of the arbitrator
shall be final and conclusive on the parties and, (vii) with respect to disputes
under this Lease in which three (3) arbitrators are required pursuant to the
express provisions of this Lease, each party shall, on the date it submits such
dispute to arbitration, select and appoint (in its sole and absolute discretion)
one (1) arbitrator to act as its designee
and a third (3rd) arbitrator shall be chosen by the first two (2) arbitrators so
chosen. 

100 







     34.02 Decisions of Arbitrators. The arbitrator(s) conducting any arbitration
shall be bound by the provisions of this Lease and shall not have the power to
add to, subtract from, or otherwise modify such provisions. Landlord and Tenant
agree to sign all documents and to do all other things necessary to submit any
such matter to arbitration and further agree to, and hereby do, waive any and
all rights they or either of them may at any time have to revoke their agreement
hereunder to submit to arbitration and to abide by the decision rendered
thereunder which shall be binding and conclusive on the parties and shall
constitute an “award” by the arbitrator(s) within the meaning of the AAA rules
and applicable law. Judgment may be had on the decision and award of the
arbitrator(s) so rendered in any court of competent jurisdiction. The
arbitrator(s) shall be a qualified, disinterested and impartial person(s) who
shall have had at least twenty (20) years’ experience in New York City in a
calling connected with the matter of the dispute. Landlord and Tenant shall each
have the right to appear and be represented by counsel before said arbitrator(s)
and to submit such data and memoranda in support of their respective positions
in the matter in dispute as may reasonably be necessary or appropriate in the
circumstances. Each party hereunder shall pay its own costs, fees and expenses
in connection with any arbitration or other action or proceeding brought under
this Article 34, and the expenses and fees of the arbitrator
selected shall be shared equally by Landlord and Tenant (provided, however, that
where the arbitration is conducted by three (3) arbitrators pursuant to the
terms of this Lease, each party shall pay the expenses and fees of its designee
and share equally the expenses and fees of the third (3rd) arbitrator).
Notwithstanding any contrary provisions hereof, Landlord and Tenant agree that
(i) the arbitrator(s) may not award or recommend any damages to be paid by
either party and (ii) in no event shall either party be liable for, nor be
entitled to recover any damages. This Article 34 shall survive the expiration or
sooner termination of this Lease. 

ARTICLE
35 

NO OTHER
REPRESENTATIONS, CONSTRUCTION, GOVERNING LAW, CONSENTS, ATTORNEY’S FEES


     35.01 No Other Representations by
Landlord. Tenant expressly
acknowledges and agrees 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 or in any other written agreement
which may be made between the parties concurrently with the execution and
delivery of this Lease and shall expressly refer to this Lease. This Lease and
said other written agreement(s) made concurrently herewith are hereinafter
referred to as the “lease
documents.” It is understood and
agreed that all understandings and agreements heretofore had between the parties
are merged in the lease documents, which alone fully and completely express
their agreements and that the same are entered into after full investigation,
neither party relying upon any statement or representation not embodied in the
lease documents, made by the other. 

     35.02 Rules of Construction. If any of the provisions 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 or provisions to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law. This Lease
shall be construed without regard to any presumption or other rule requiring
construction against the party causing this Lease to be drafted.


101 







     35.03 Governing Law. This Lease shall be governed in all respects by
the laws of the State of New York applicable to agreements made and wholly
executed therein without reference to conflicts of laws principles. 

     35.04 Consents. If Tenant shall request Landlord’s consent or
approval pursuant to any of the provisions of this Lease or otherwise, and
Landlord shall fail or refuse to give, or shall delay in giving, such consent or
approval, Tenant shall in no event make, or be entitled to make, any claim for
damages (nor shall Tenant assert, or be entitled to assert, any such claim by
way of defense, set-off, or counterclaim) based upon any claim or assertion by
Tenant that Landlord unreasonably withheld or delayed its consent or approval,
and Tenant hereby waives any and all rights that it may have, from whatever
source derived, to make or assert any such claim. Tenant’s sole remedy for any
such failure, refusal, or delay shall be an action for a declaratory judgment,
specific performance, or injunction (or if specifically required by this Lease,
submission to arbitration pursuant to Article 34) and such remedies shall be
available only in those instances where Landlord has expressly agreed in writing
not to unreasonably withhold or delay its consent or approval or where, as a
matter of law, Landlord may not unreasonably withhold or delay the same;
provided, however, if Landlord is obligated not to unreasonably withhold or
delay its consent or approval and Landlord withholds or delays its consent or
approval, and a court of competent jurisdiction (or the arbitrator pursuant to
Article 34), after final appeal (if any), determines that Landlord has acted in
bad faith or with malice in doing so, Tenant shall be entitled to an award of
its actual (but not consequential) damages resulting therefrom.

     35.05 Delivery of Lease. Submission by Landlord of this Lease to Tenant
shall confer no rights nor impose any obligations on either party unless and
until both Landlord and Tenant shall have executed this Lease and duplicate
originals thereof shall have been delivered to the respective parties.


     35.06 Joint and Several Liability of
Tenant. If there shall be
more than one person named as Tenant herein, then all such persons shall be
deemed to be joint tenants in the leasehold estate demised hereby, with joint
and several liability hereunder. 

     35.07 No Recordation of Lease. Without Landlord’s prior written consent, Tenant
may not record this Lease or a memorandum hereof. 

     35.08 Attorneys' Fees. Other than any action or proceeding pursuant to
Article 34 hereof, if either Landlord or Tenant shall bring
an action against the other by reason of the breach of any covenant, warranty,
or condition hereof or otherwise arising out of this Lease, the other party
shall pay to the prevailing party all reasonable costs and expenses associated
therewith, including reasonable attorneys’ fees and disbursements. The term
“prevailing party” shall include a party who brings an action or
proceeding against the other by reason of the other’s breach or default (or
alleged breach or default), or defends such an action or proceeding, and obtains
substantially the relief sought. 

     35.09 Counterpart Signatures. This Lease may be executed in multiple
counterparts, each of which shall constitute an original instrument, but all of
which shall constitute one and the same agreement. 

102 









ARTICLE 36 

PARTIES
BOUND 

     36.01
Successors and Assigns. The obligations of this Lease shall bind and benefit the
successors and assigns of the parties with the same effect as if mentioned in
each instance where a party is named or referred to, except that no violation of
the provisions of Article 9 shall operate to vest any rights in any successor or
assignee of Tenant and that the provisions of this Article shall not be
construed as modifying the conditions of limitation contained in Article 25.
However, the obligations of Landlord under this Lease shall not be binding upon
Landlord herein named with respect to any period subsequent to the transfer of
its interest in the Building or the Premises Unit, as owner or lessee thereof
and in the event of such transfer said obligations shall thereafter be binding
upon each transferee of the interest of Landlord herein named as such owner or
lessee of the Building or the Premises Unit, as applicable, but only with
respect to the period ending with a subsequent transfer within the meaning of
this Article. 

     36.02 Limitation of Landlord’s Liability. TENANT SHALL LOOK ONLY TO LANDLORD’S ESTATE AND INTEREST IN THE REAL
PROPERTY AND THE PROFITS AND PROCEEDS THEREFROM (INCLUDING THE NET PROCEEDS (AS
HEREIN AFTER DEFINED) THEREFROM) FOR THE SATISFACTION OF TENANT’S REMEDIES FOR
THE COLLECTION OF A JUDGMENT, AWARD OR DAMAGES (OR OTHER JUDICIAL OR
ADMINISTRATIVE PROCESS OR ARBITRATION PROCEEDING) AGAINST LANDLORD IN THE EVENT
OF EITHER ANY DEFAULT BY LANDLORD UNDER THIS LEASE, OR OTHERWISE IN RESPECT OF,
OR APPURTENANT TO, THIS LEASE, THE PREMISES OR THE REAL PROPERTY, AND NO OTHER
PROPERTY OR ASSETS OF SUCH LANDLORD (OR ANY SHAREHOLDER, PARTNER, MEMBER,
OFFICER OR DIRECTOR THEREOF, 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, THE RELATIONSHIP OF LANDLORD AND
TENANT HEREUNDER, OR THE USE AND OCCUPANCY OF THE PREMISES BY TENANT OR BY ANY
TENANT PARTY OR OTHERWISE IN RESPECT OF, OR APPURTENANT TO, THIS LEASE, THE
PREMISES OR THE REAL PROPERTY. LANDLORD SHALL IN NO EVENT BE LIABLE FOR ANY LOSS
OF BUSINESS OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES UNDER OR WITH RESPECT TO
THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER, OR THE USE AND
OCCUPANCY OF THE PREMISES BY TENANT OR BY ANY TENANT PARTY OR OTHERWISE IN
RESPECT OF, OR APPURTENANT TO, THIS LEASE, THE PREMISES OR THE REAL PROPERTY.
FOR THE PURPOSES OF THIS SECTION, “NET
PROCEEDS” MEANS INSURANCE OR CONDEMNATION
PROCEEDS (NET OF THE COSTS TO OBTAIN THE SAME) IN THE POSSESSION OF LANDLORD AND
PROCEEDS OF A SALE (NET OF TRANSACTION COSTS) OR FINANCING OR REFINANCING (BUT
ONLY TO THE EXTENT THE PROCEEDS OF A FINANCING OR REFINANCING EXCEED (I) THE
AMOUNT OF ANY INDEBTEDNESS THAT WAS PAID WITH THE PROCEEDS OF SUCH FINANCING OR
REFINANCING PLUS (II) ALL TRANSACTION COSTS ASSOCIATED WITH SUCH FINANCING OR
REFINANCING) OF LANDLORD’S INTEREST IN THE BUILDING. 

     36.03 No Consequential Damages.
Notwithstanding any provision of this Lease to the contrary, except as provided
in Section 24.02 hereof, Tenant shall not be liable to Landlord for any consequential
damages under or with respect to this Lease, the relationship of Landlord and
Tenant hereunder, or the use and occupancy of the Premises by Tenant or by any
Tenant Party or otherwise in respect of, or appurtenant to, this Lease, the
Premises or the Real Property. 

103 







ARTICLE 37 

CERTAIN DEFINITIONS AND
CONSTRUCTION 

     37.01
Certain Definitions. For the purposes of this Lease and all agreements
supplemental to this Lease, unless the context otherwise requires the
definitions set forth in Section
1.01 hereof shall be utilized. 

     37.02 Defined Terms Specified. The
various terms which are in quotation marks, bolded or underlined and defined in
other Articles of this Lease or are defined in Exhibits annexed hereto, shall
have the meanings specified in such other Articles and such Exhibits for all
purposes of this Lease and all agreements supplemental thereto, unless the
context shall otherwise require or unless such supplemental agreements
specifically provided otherwise. 

     37.03 Captions and Headings. The
captions and headings in this Lease are inserted only as a matter of convenience
and for reference and in no way define, limit or describe the scope of this
Lease or the intent of any provision hereof. 

ARTICLE 38 

ADJACENT EXCAVATION AND
CONSTRUCTION; SHORING; VAULTS


     38.01 Excavation. If an excavation or
other substructure work shall be made upon land adjacent to the Premises, or
shall be authorized to be made, Tenant shall afford to the person causing or
authorized to cause such excavation a license to enter upon the Premises for the
purpose of doing such work as shall be necessary to preserve the wall of the
Building or the Building from injury or damage and to support the same by proper
foundations without any claim for damages or indemnity against Landlord, or
diminution or abatement of rent, provided that the party or parties performing
such work agree in writing to be liable for all loss, damage, or injury to
persons or property resulting therefrom and will indemnify and hold Tenant
harmless from all claims, losses, costs, expenses and liability, including
reasonable attorney's fees, arising therefrom. 

     38.02 Vaults. No vaults, vault space or
area, whether or not enclosed or covered, not within the property line of the
Building is leased hereunder, anything contained in or indicated on any sketch,
blue print or plan or anything contained elsewhere in this Lease to the contrary
notwithstanding. Landlord makes no representation as to the location of the
property line of the Building. All vaults and vault space and all such areas not
within the property line of the Building, which Tenant may be permitted to use
and/or occupy, is to be used and/or occupied under a revocable license, and if
any such license be revoked, or if the amount of such space or area be
diminished or required by any federal, state or municipal authority or utility,
Landlord shall not be subject to any liability nor shall Tenant be entitled to
any compensation or diminution or abatement of rent, nor shall such revocation,
diminution or requisition be deemed constructive or actual eviction. Any tax,
fee or charge of municipal authorities for such vault or area shall be paid by
Tenant. 

104 







ARTICLE 39 

FINANCIAL
STATEMENTS 

     39.01
Financial Statements. If Tenant is not a publicly traded company whose financial
statements are published with the Securities and Exchange Commission and are
publicly available over the internet, then within (a) twenty (20) days after
Landlord’s request for the same in connection with any sale, financing or
refinancing (or proposed sale, financing or refinancing) of all or any portion
of the Building or of any interest therein by Landlord or this Lease, but only
during such times that the premises demised under this Lease is more than one
(1) full floor in the Building (and, no more than one (1) time per year), and
(b) except to the extent furnished pursuant to Section 9.02 above, within ten
(10) days after Landlord’s request for the same in connection with any proposed
assignment of this Lease or sublease of all or any portion of the Premises by
Tenant, Tenant shall furnish, and cause all subtenants subleasing more than one
(1) full floor in the Building to furnish, to Landlord such party’s most recent
quarterly unaudited financial statements and most recent audited annual
financial statements, provided, if Tenant, or any subtenant shall not have
audited financial statements, then such party shall provide to Landlord
financial statements based on an accountant’s review (except to the extent that
Tenant or any subtenant does not have financial statements separate from its
Parent, provided such Parent is a guarantor under the lease or sublease, as
applicable, Tenant or any such subtenant shall provide the audited financial
statements of such Parent). All such financial statements shall be prepared by a
so-called “Big 4” accounting firm or other independent firm of certified public
accountants reasonably acceptable to Landlord, in accordance with GAAP,
consistently applied. 

ARTICLE 40 

SECURITY
DEPOSIT

     40.01 Security Deposit. Tenant has
deposited with Landlord the Required Security Amount (as hereinafter defined) as
security for the full and faithful performance and observance by Tenant of
Tenant’s covenants and obligations under this Lease. If Tenant defaults in the
full and prompt payment and performance of any of Tenant’s covenants and
obligations under this Lease, including, but not limited to, the payment of Base
Rent and Additional Rent, Landlord may, but shall not be required to, use, apply
or retain the whole or any part of the security so deposited and the interest
accrued thereon, if any, to the extent required for the payment of any Base Rent
and Additional Rent or any other sums as to which Tenant is in default or for
any sum which Landlord may expend or may be required to expend by reason of
Tenant’s default in respect of any of the terms, covenants and conditions of
this Lease, including, but not limited to, any damages or deficiency in the
reletting of the Premises, whether such damages or deficiency accrue before or
after summary proceedings or other re-entry by Landlord. If Landlord shall so
use, apply or retain the whole or any part of the security or the interest
accrued thereon, if any, Tenant shall upon within five (5) Business Days after
receipt of written demand deposit with Landlord a sum equal to the amount so
used, applied or retained, as security as aforesaid failing which Landlord shall
have the same rights and remedies as for the non-payment of Base Rent beyond the
applicable grace period. If Tenant shall fully and faithfully comply with all of
Tenant’s covenants and obligations under this Lease, the security or any balance
thereof, to which Tenant is entitled, shall be returned or paid over to Tenant
within thirty (30) days after the date fixed as the end of this Lease and after
delivery to Landlord of entire possession of the Premises. In the event of any
sale, transfer or leasing of Landlord’s interest in the Building whether or not
in connection with a sale, transfer or leasing of the Land to a vendee,
transferee or lessee, Landlord shall transfer the unapplied part of the security
and the interest thereon, if any, to which Tenant is entitled, to the vendee,
transferee or lessee and, provided that the security deposit has been
transferred, Landlord shall thereupon be released by Tenant from all liability
for the return or payment thereof, and Tenant shall look solely to the new
landlord for the return or payment of the same. The provisions of the preceding
sentence shall apply to every subsequent sale, transfer or leasing of the
Building, and any successor of Landlord may, upon a sale, transfer, leasing or
other cessation of the interest of such successors in the Building, whether in
whole or in part, pay over any unapplied part of said security to any vendee,
transferee or lessee of the Building and shall thereupon be relieved of all
liability with respect thereto. Except in connection with a permitted assignment
of this Lease, Tenant shall not assign or encumber or attempt to assign or
encumber the monies deposited herein as security or any interest thereon to
which Tenant is entitled, and neither Landlord nor its successors or assigns
shall be bound by any such assignment, encumbrance, attempted assignment or
attempted encumbrance. In any event, in the absence of evidence satisfactory to
Landlord of an assignment of the right to receive the security, or the remaining
balance thereof, Landlord may return the security to the original Tenant
regardless of one or more assignments of this Lease. 

105 







     40.02
Security Deposit
Procedures. (a) Unless Landlord agrees
that the security deposit provided for in Section 40.01 hereof may be held in
cash form, Tenant shall deliver to Landlord and, shall, except as otherwise
provided herein, maintain in effect at all times during the term hereof, an
irrevocable letter of credit in the form annexed hereto as Exhibit I annexed hereto in
the amount of the security required pursuant to this Lease issued by a
commercial bank which is a member of The Clearing House Payments Company L.L.C.
with offices for banking purposes in the City of New York and having a net worth
of not less than Three Billion and 00/100 ($3,000,000,000.00) Dollars. Such
letter of credit shall have an expiration date no earlier than the first
anniversary of the date of issuance thereof and shall be automatically renewed
from year to year unless terminated by the issuer thereof by notice to Landlord
given not less than forty-five (45) days prior to the expiration thereof. Except
as otherwise provided herein, Tenant shall, throughout the term of this Lease
deliver to Landlord, in the event of the termination of any such letter of
credit, replacement letters of credit in lieu thereof (each such letter of
credit and such extensions or replacements thereof, as the case may be, is
hereinafter referred to as a “Security
Letter”) no later than forty-five (45) days
prior to the expiration date of the preceding Security Letter. The term of each
such Security Letter shall be not less than one year and shall be automatically
renewable from year to year as aforesaid. If Tenant shall fail to obtain any
replacement of a Security Letter within the time limits set forth in this Section 40.02(a),
Landlord may draw down the full amount of the existing Security Letter and
retain the same as security hereunder. 

          (b) In the
event Tenant defaults in respect to any of the terms, provisions, covenants and
conditions of this Lease, including, but not limited to, the payment of rent and
additional rent, Landlord may use, apply or retain the whole or any part of the
security so deposited to the extent required for the payment of any Base Rent
and Additional Rent or any other sum as to which Tenant is in default or for any
sum which Landlord may expend or may be required to expend by reason of Tenant’s
default in respect of any of the terms, provisions, covenants, and conditions of
this Lease, including but not limited to, any damages or deficiency accrued
before or after summary proceedings or other re-entry by Landlord.

          (c) In the
event that Tenant defaults in respect of any of the terms, provisions, covenants
and conditions of the Lease and Landlord utilizes all or any part of the
security represented by the Security Letter but does not terminate this Lease as
provided in Article 25 hereof, Landlord may, in addition to exercising
its rights as provided in Section 40.02(b), retain the unapplied and unused
balance of the principal amount of the Security Letter as security for the
faithful performance and observance by Tenant thereafter of the terms,
provisions, and conditions of this Lease, and may use, apply, or retain the
whole or any part of said balance to the extent required for payment of Base
Rent, Additional Rent, or any other sum as to which Tenant is in default or for
any sum which Landlord may expend or be required to expend by reason of Tenant’s
default in respect of any of the terms, covenants, and conditions of this Lease.
In the event Landlord applies or retains any portion or all of the security
delivered hereunder, Tenant shall forthwith restore the amount so applied or
retained so that at all times the amount deposited shall be not less than the
security required by Section 40.01.

106 







          (d) In the event that Tenant shall fully and faithfully comply
with all of the terms, provisions, covenants and conditions of this Lease, the
security shall be returned to Tenant within thirty (30) days after the date
fixed as the end of the Lease and after delivery of entire possession of the
Premises to Landlord. In the event of a sale of the Land and Building or leasing
of the Building, Landlord shall have the right to transfer any interest it may
have in the Security Letter to the vendee or lessee and Landlord shall thereupon
be released by Tenant from all liability for the return of such Security Letter,
provided such vendee or lessee assumes any responsibilities of Landlord with
respect to such Security Letter, and Tenant agrees to look solely to the new
landlord for the return of said Security Letter; and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
Security Letter to a new landlord. Tenant further covenants that it will not
assign or encumber or attempt to assign or encumber the monies deposited herein
as security and that neither Landlord nor its successors or assigns shall be
bound by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. In the event of a sale of the Building Landlord shall have the
right to require Tenant to deliver a replacement Security Letter naming the new
landlord as beneficiary and, if Tenant shall fail to timely deliver the same, to
draw down the existing Security Letter and retain the proceeds as security
hereunder until a replacement Security Letter is delivered. If a Bankruptcy
Event occurs, Landlord shall have the right, exercisable by a sight draft, to
immediately receive all monies represented by the Security Letter. 

          (e)
In the event that at any time during the term of this Lease, Landlord, in Landlord's reasonable opinion, believes (a) that the
net worth of the issuing bank of any Security Letter shall be less than the minimum amount specified in Section 40.02(a) hereof,
or (b) that circumstances have occurred indicating that the issuing bank may be incapable of, unable to, or prohibited from honoring
the then existing Security Letter (the "Existing Security Letter") in accordance with the terms thereof, then, upon the
happening of either of the foregoing, Landlord may send Notice to Tenant (hereinafter referred to as the "Replacement Notice")
requiring Tenant within forty-five (45) days to replace the Existing Security Letter with a new Security Letter (hereinafter referred
to as the "Replacement Security Letter") from an issuing bank meeting the qualifications described in Section 40.02(a)
hereof. Upon receipt of a Replacement Security Letter meeting the qualifications of Section 40.02(a) hereof, Landlord
shall forthwith return the Existing Security Letter to Tenant. In the event that (i) a Replacement Security Letter meeting the
qualifications of Section 40.02(a) hereof is not received by Landlord within the time specified, or (ii) Landlord reasonably
believes an emergency exists requiring immediate drawdown, then in either event, the Existing Security Letter may be presented
for payment by Landlord and the proceeds thereof shall be held by Landlord in accordance with this Article 40, subject,
however, to Tenant's obligation to replace such cash security with a new Security Letter meeting the qualifications of Section
40.02(a) hereof. 

107 







     40.03 As used
herein the term “Required Security
Amount” shall mean a sum equal to eight (8)
months of the then payable monthly Base Rent for the Initial Premises (i.e., (x)
for the period commencing on the date of this Lease and ending on the day
immediately preceding the fifth (5th) anniversary of the Rent Commencement Date,
$8,626,480.00, and (y) for the balance of the Term commencing on the fifth (5th)
anniversary of the Rent Commencement Date, $9,641,360.00). Tenant shall deliver
to Landlord an amended Security Letter reflecting such increase on or before the
fifth (5th) anniversary of the Rent Commencement Date (failure to do which shall
constitute an Event of Default hereunder) and shall also notify Landlord at
least sixty (60) days prior to the fifth (5th) anniversary of the Rent
Commencement Date confirming that such amended Security Letter will be
delivered. Provided that Tenant has not been in default (beyond all notice cure
and grace periods) under the terms and conditions of this Lease during the
12-month period preceding the date (the “Reduction Date”) which is thirty (30)
months following the Rent Commencement Date, and provided that Tenant is not in
default (beyond all notice cure and grace periods) under the terms and
conditions of this Lease as of the Rent Reduction Date, then on the Rent
Reduction Date, the Required Security Amount shall be reduced to an amount equal
to six (6) months of the then payable monthly Base Rent for the initial Premises
(i.e., (x) for the period commencing on the Reduction Date and ending on the day
immediately preceding the fifth (5th) anniversary of the Rent Commencement Date,
$6,469,860.00, and (y) for the balance of the Term commencing on the fifth (5th)
anniversary of the Rent Commencement Date, $7,231,020.00). Any reduction of the
Required Security Amount to which Tenant is entitled hereunder shall be effected
by an amendment to the then existing Security Letter or issuance of a
replacement Security Letter, and Landlord and Tenant shall reasonably cooperate
with one another regarding the issuance of same. 

ARTICLE 41 

EXTENSION
OPTION 

     41.01
Options. (a) Provided that the Extension Occupancy Requirements (as such term is
defined in Section 41.01(b) hereof) are satisfied on the date Tenant gives to Landlord
the Extension Term Exercise Notice (as hereinafter defined), Tenant shall have
the option (the “Extension
Option”) to extend the term of this Lease for
a term (the “Extension Term”) of five (5) years to commence on the date (the
“Extension Term Commencement
Date”) next succeeding the Expiration Date
and to expire on the date (the “Extension Term
Expiration Date”) that is the fifth
(5th) anniversary of the original Expiration Date, which Extension Option shall
be exercised only by Tenant giving to Landlord notice thereof (the
“Extension Exercise Notice”) on or before the date (the “Extension Exercise Notice Date”) which
is fifteen (15) months prior to the original Expiration Date, TIME BEING OF THE ESSENCE, but not
earlier than the date which is sixty (60) months prior to the original
Expiration Date. With respect to the Extension Option, Tenant shall have the
right to extend the term of this Lease as to space (the “Renewal Space”) consisting
either (i) all of the then Premises demised under this Lease as of the exercise
of its option, or (ii) if the Premises then consist of more than one (1) full
floor of the Building, less than the entire Premises provided (A) the Renewal
Space shall contain at least one (1) full floor of the Building, (B) the Renewal
Space may not contain less than all of the Premises then leased by Tenant on any
floor of the Building, (C) if the Renewal Space contains space on more than one
(1) floor, same shall be designated from the highest floor then included in the
Premises down or the lowest floor then included in the Premises up, in either
case without gaps, and (D) Tenant specifies in its Extension Exercise Notice the
space on which it is exercising said option. With respect to any portion of the
Premises as to which this Lease is not so extended (“Non-Renewal Space”), such Non-Renewal
Space shall be surrendered to Landlord by Tenant as of the Expiration Date, in
the condition and state of repair required under this Lease. 

108 







          (b) For the
purposes of this Article, “Extension Occupancy
Requirements” means that (i) this Lease is
then in full force and effect, (ii) no Event of Default exists, (iii) the
original Tenant named in this Lease (i.e., Yelp Inc.) (the “Named Tenant”) or a
Permitted Transferee is the Tenant under this Lease, and (iv) the Named Tenant
or a Permitted Transferee and/or its Related Entities is/are, for its/their own
account, using and occupying at least one (1) full floor of the Renewal Space,
in accordance with, and subject to, the applicable provisions of this Lease. For
purposes of satisfying the Extension Occupancy Requirements and for clause “(b)”
of Section 41.03 below, the premises demised under this Lease shall not include
any portion of the Premises covered by a Takeback Sublease. The Extension
Occupancy Requirements are for the benefit of Landlord and may be waived by
Landlord in whole or in part. 

     41.02
Occupancy Requirements. Notwithstanding anything contained in this Lease to the
contrary, Tenant shall not have the Extension Option if on the date Tenant gives
to Landlord the Extension Exercise Notice, the Extension Occupancy Requirements
are not satisfied. 

     41.03 Extension Voidable. In addition to
the provisions of Section
41.02 above, and notwithstanding anything
contained in this Lease to the contrary, the Extension Option shall be deemed
revoked, null and void, and of no further force or effect, and the Extension
Exercise Notice (or purported Extension Exercise Notice) given in connection
with Tenant’s attempt to exercise the Extension Option shall be ineffective and
void ab initio as an Extension Exercise Notice, (a) if Tenant fails to give the
Extension Exercise Notice to Landlord on or before the Extension Exercise Notice
Date (TIME BEING OF THE
ESSENCE) in the manner hereinbefore provided,
or (b) if on the date Tenant gives the Extension Exercise Notice to Landlord,
the Extension Occupancy Requirements are not satisfied.

     41.04 Extension Terms. The Extension
Term, if any, shall be upon, and subject to, all of the terms, covenants and
conditions provided in this Lease for the initial term hereof, except
that:

          (a)
any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Extension Term (including
this Article 41) shall not apply during the Extension Term; and 

          (b) the
annual Base Rent payable by Tenant during the Extension Term shall be, subject
to adjustment as otherwise in this Lease provided, an amount equal to the
greater of (i) the Base Rent payable hereunder for the last year of the initial
Term, or (ii) 100% of the fair market rental value of the Premises, to be
determined as provided in Sections
41.05 and 41.06 hereof and to be calculated as
of the Extension Term Commencement Date, based on and taking into consideration
all then relevant factors (the amount of said fair market rental value is herein
referred to as the “FMV Amount”). 

     41.05 FMV Determination. The initial
determination of the FMV Amount shall be made by Landlord. Landlord shall give
notice (a “Rent Notice”) to Tenant of the FMV Amount determined by Landlord on or
before the date which is fifteen (15) months prior to the Extension Term
Commencement Date. The FMV Amount so determined by Landlord shall be deemed
conclusive and binding upon Tenant unless on or before the date (the
“Determination Date”) which is thirty (30) days after Landlord gives to Tenant the Rent
Notice either (a) Tenant gives to Landlord notice (the
“FMV Dispute Notice”) that Tenant disputes the FMV Amount so determined by Landlord, which
FMV Dispute Notice may, but shall not be required to, set forth Tenant’s
determination of the FMV Amount, or (b) Tenant fails to respond to the Rent
Notice. If on or before the Determination Date Tenant gives to Landlord a FMV
Dispute Notice or fails to respond to the Rent Notice, then Tenant shall be
deemed to have disputed Landlord’s determination of the FMV Amount, whereupon
Landlord and Tenant shall have thirty (30) days after the Determination Date to
negotiate, execute and deliver a written agreement (an “FMV Agreement”) setting
forth the Base Rent for the Extension Term. If Landlord and Tenant fail to
execute and deliver an FMV Agreement within thirty (30) days after the
Determination Date, the FMV Amount shall be determined by arbitration pursuant
to Section 41.06 below. 

109 







     41.06 Arbitration. Unless, by the
Determination Date, Tenant agrees, in writing, with Landlord’s determination of
the FMV Amount, or within thirty (30) days after the Determination Date,
Landlord and Tenant execute an FMV Agreement, the FMV Amount for the Extension
Term shall be determined by arbitration as follows: 

          (a)
Landlord and Tenant shall each appoint an arbitrator by written notice given to
the other party hereto not later than sixty (60) days after the Determination
Date. If either Landlord or Tenant fail to appoint an arbitrator within such
period of time and thereafter fail to do so by written notice given within a
period of five (5) days after notice by the other party requesting the
appointment of such arbitrator, then such arbitrator shall be appointed by the
American Arbitration Association or its successor (the branch office of which is
located in or closest to the City and State of New York), upon request of either
Landlord or Tenant, as the case may be; 

          (b) The
arbitrators will submit their determinations of fair market rental value to both
parties within thirty (30) days after their selection. If the difference between
the two (2) determinations is two percent (2%) or less of the higher appraisal,
then the average between the two determinations will be the FMV Amount.


          (c) In the
event that the arbitrators’ determination is more than 2% apart, they shall
appoint a third (3rd) arbitrator by written notice given to both Landlord and
Tenant, and, if they fail to do so by written notice given within thirty (30)
days after their appointment, such third (3rd) arbitrator shall be appointed as
above provided for the appointment of an arbitrator in the event either party
fails to do so; 

          (d) All of
such arbitrators shall be New York State licensed real estate brokers having not
less than ten (10) years’ experience in representing owners or tenants in
commercial leasing transactions in respect of large first-class office use
buildings in Manhattan; and 

          (e) If a
third (3rd) arbitrator is appointed as aforesaid, the three (3)
arbitrators shall convene forthwith and render their decision in accordance with
the then applicable rules of the American Arbitration Association or its
successor, which decision shall be strictly limited to a determination of the
FMV Amount (as defined in Section
41.04 above), within thirty (30) days after
the appointment of the third (3rd) arbitrator. The decision of such arbitrators
shall be in writing. The first two (2) arbitrators appointed as above provided
shall each determine the FMV Amount and exchange their determinations
simultaneously (neither arbitrator being bound by the prior offers or
determinations of FMV Amount made by Landlord or Tenant), and if such
determinations are not identical, to the third (3rd arbitrator and
the third (3rd) arbitrator shall select the determination of one of the two (2)
other arbitrators that such third (3rd) arbitrator determines is
closest to its valuation. The decision of the first two (2) arbitrators
appointed (if their determinations are identical), or of the third (3rd)
arbitrator (if the determination of the first two (2) arbitrators are not
identical) shall be binding upon Landlord and Tenant. Duplicate original
counterparts of such decision shall be sent forthwith by the arbitrators by
certified mail, return receipt requested, to both Landlord and Tenant. The
arbitrators, in arriving at their decision, shall be entitled to consider all
testimony and documentary evidence that may be presented at any hearing, as well
as facts and data which the arbitrators may discover by investigation and
inquiry outside such hearings. If, for any reason whatsoever, a written decision
of the arbitrators shall not be rendered within thirty (30) days after the
appointment of the third (3rd) arbitrator, then, at any time thereafter before
such decision shall have been rendered, either party may apply to the Supreme
Court of the State of New York, New York County, or to any other court having
jurisdiction and exercising the functions similar to those now exercised by such
court, by action, proceeding or otherwise (but not by a new arbitration
proceeding) as may be proper, to determine the question in dispute consistently
with the provisions of this Lease. The cost and expense of such arbitration,
action, proceeding, or otherwise shall be borne equally by Landlord and Tenant,
but Landlord and Tenant shall each pay their own attorneys’ fees and
disbursements and witness fees. 

110 







     41.07
Interim Rent. If the FMV Amount is determined pursuant to Sections 41.05 and 41.06 hereof, and the Base
Rent for the Extension Term shall not be finally determined pursuant to the
terms of Section 41.05 or 41.06 hereof on or before the Extension Term Commencement Date,
then: 

          (a) The
annual Base Rent payable by Tenant during the Extension Term until the Base Rent
for the Extension Term shall be so finally determined (such interim annual Base
Rent being herein referred to as the “Interim
Extension Rent”) shall, subject to adjustment
as herein provided, be equal to the greater of (i) the Base Rent in effect on
the last day of the initial term of this Lease, without taking into effect any
abatement, offset or reduction, and (ii) the average of the FMV Amount
determined by Landlord and the FMV Amount determined by Tenant, except that if
Tenant fails to give to Landlord a FMV Dispute Notice or if the FMV Dispute
Notice does not include an FMV Amount determined by Tenant, then the “Interim
Extension Rent” shall, subject to adjustment as herein provided, be equal to the
FMV Amount determined by Landlord; and 

          (b) If the
Base Rent for the Extension Term, as finally determined pursuant to the terms of
Section 41.06 hereof, shall be greater or less than the Interim Extension Rent, then
(i) the annual Base Rent payable by Tenant for the balance of the Extension Term
shall be and become the Base Rent as so finally determined, and (ii) if the Base
Rent, as finally determined, shall be greater than the Interim Extension Rent,
Tenant shall, within thirty (30) days after Landlord’s written demand therefor,
pay to Landlord an amount equal to the difference between (x) the actual Base
Rent paid to Landlord during the Extension Term before such final determination,
and (y) the Base Rent that would have been payable by Tenant if the Base Rent
for the Extension Term had been finally determined prior to Extension Term
Commencement Date; or if the Base Rent, as finally determined, shall be less
than the Interim Extension Rent, Landlord shall, within ten (10) days after
Tenant’s demand therefor pay to Tenant an amount equal to the difference between
the sum of the amount described in clause (x) above and the sum of the amount
described in clause (y) above, as applicable to the Base Rent. 

     41.08 Certain Definitions. If, in
accordance with and subject to, all of the terms, covenants and conditions
contained in this Article, the term of this Lease is extended for the Extension
Term, then “Expiration Date,” as such term is used in this Lease, shall mean the
“Extension Term Expiration Date,” and “Term,” “term of this Lease” (and
comparable words), shall mean the initial term of this Lease, as extended by the
Extension Term. Notwithstanding anything which may be contained in this Lease to
the contrary, Landlord shall have no obligation or duty, nor shall Landlord be
required, to make any repairs, installations, alterations or improvements to the
Premises or any portion thereof (including, without limitation, painting,
finishing, plastering or decorating), with respect to the Extension Term,
provided, however, that nothing contained in this sentence shall affect
Landlord’s obligations to perform the repairs that Landlord is expressly
required to make under this Lease. Except as expressly set forth in this
Article, Tenant shall not have any option or right to extend or renew the term
of this Lease. 

111 







ARTICLE 42 

RIGHT OF FIRST
OFFER 

     42.01
Offer. Provided that the named tenant and those occupants permitted pursuant
to Section 9.15 or a Permitted Transferee hereof are in occupancy of the entire Premises
as of the date Tenant delivers the applicable Election to Lease Notice, and
provided further that there shall remain in the term of this Lease at least five
(5) years between the Offer Space Effective Date (as hereinafter defined) and
the expiration date of the term of this Lease (including for such purpose any
Extension Term for which Tenant has exercised the applicable Extension Option
pursuant to Article 41 hereof as of the date Landlord gives the Offer Space Notice
or as to which Tenant exercises such Extension Option simultaneously with the
giving of Tenant’s Election to Lease Notice), then, if at any time (and from
time to time) that Landlord shall desire to lease any space (“Offer Space”) which is ROFO
Applicable Space (hereinafter defined), Landlord shall give a notice
(“Offer Space Notice”) to Tenant of Landlord’s desire to lease the Offer Space,
which Offer Space Notice shall be deemed an offer to Tenant to lease the Offer
Space to Tenant. The term “ROFO Applicable
Space” shall mean, subject to Section 42.08 below, all or
any portion of the 11th, 12th, 13thand 17th in the Building; provided, however,
that: 

          (a)
Tenant’s rights under this Article 42
shall not apply to the 17th floor until after
the initial leasing thereof following the date of this Lease; and

          (b)
Landlord shall not be required to offer any additional ROFO Applicable Space to
Tenant after Landlord has offered to Tenant ROFO Applicable Space consisting of
either (the “ROFO Cap”) (x) the entire 17th floor, or (y) an aggregate amount of
ROFO Applicable Space (offered in blocks of space containing not less than
20,000 RSF each) totaling at least 81,000 RSF, whether or not Tenant accepts any
or all offers of space referred to in clause (x) or (y) of this subsection (ii);
provided, however, that any ROFO Applicable Space offered to Tenant during the
first two (2) years after the Commencement Date shall not be applied against the
ROFO Cap unless Tenant leases such ROFO Applicable Space. 

     42.02 ROFO Term. (a) If Tenant shall
elect to lease the Offer Space in accordance with this Article 42, such Offer
Space (or applicable portion thereof) shall be included in the demised premises
for a term (as to any Offer Space, the “Tenant
ROFO Term”) commencing on the Offer Space
Effective Date with respect thereto (as determined in accordance with
Section 42.08(b) hereof) and ending on the Expiration Date. Landlord shall deliver an
Offer Space Notice with respect to any Offer Space not earlier than twenty four
(24) months or later than six (6) months prior to the anticipated Offer Space
Effective Date of such Offer Space (or not later than thirty (30) days prior to
the anticipated Offer Space Effective Date of such Offer Space with respect to
any Offer Space which becomes available by reason of the termination of any
existing Lease by reason of the default of the then existing tenant thereunder).
Notwithstanding anything contained in this Article 42 to
the contrary, if the Offer Space is not contiguous to (or located on any portion
of a floor immediately above or below) any other portion of the Premises, Tenant
may elect (provided it does so in its Election to Lease Notice, failing which it
shall be deemed to have waived its right to so elect) to lease any such
non-contiguous Offer Space (“Short Term ROFO
Space”) for a term (“Short Term ROFO Term”)
specified in Tenant’s Election to Lease Notice which begins on the Offer Space
Effective Date and ends at least five (5) years thereafter (it being
acknowledged and agreed that Tenant shall thereafter have no right pursuant to
Article 41

hereof or otherwise to extend the term of this Lease with respect to any such
Short Term ROFO Space). 

112 







          (b) If Tenant shall elect to lease any Offer Space as
hereinafter provided, the Base Rent payable for such Offer Space shall be,
subject to adjustment as otherwise in this Lease provided, an amount equal to
100% of the fair market rental value of the applicable Offer Space, to be
determined as provided in Sections
42.03 and 42.04 hereof and to be calculated as
of the date of the applicable Election to Lease Notice on the basis of a new
letting of the applicable Offer Space for a term of years equal to the Tenant
ROFO Term commencing on the Offer Space Effective Date; provided, however, that
the fair market rental value with respect to any Short Term ROFO Space shall be
(i) calculated on the basis of a new letting of the applicable Short Term ROFO
Space for the term (which shall be no shorter than the Short Term ROFO Term) for
which Landlord could obtain the highest rental rate in the market place for the
Short Term ROFO Term, and (ii) in no event less than the Base Rent payable with
respect to the Premises on a per RSF basis pursuant to Section 1.01(b) hereof. The
determination of the fair market rental value of the applicable Offer Space
pursuant to this Lease shall be based on and take into consideration all then
relevant factors, and the amount of said fair market rental value is herein
referred to as the “Offer FMV
Amount.” 

     42.03 FMV Determination. The initial
determination of the Offer FMV Amount shall be made by Landlord. Landlord shall
give notice (a “Offer Rent
Notice”) to Tenant of the Offer FMV Amount
determined by Landlord on or before the date which is thirty (30) days following
the date Tenant delivers the applicable Election to Lease Notice. The Offer FMV
Amount so determined by Landlord shall be deemed conclusive and binding upon
Tenant unless on or before the date (the “Offer Determination Date”) which is
thirty (30) days after Landlord gives to Tenant the Offer Rent Notice either (a)
Tenant gives to Landlord notice (the “Offer
FMV Dispute Notice”) that Tenant disputes the
Offer FMV Amount so determined by Landlord, which Offer FMV Dispute Notice may,
but shall not be required to, set forth Tenant’s determination of the Offer FMV
Amount, or (b) Tenant fails to respond to the Offer Rent Notice. If on or before
the Offer Determination Date Tenant gives to Landlord an Offer FMV Dispute
Notice or fails to respond to the Offer Rent Notice, then Tenant shall be deemed
to have disputed Landlord’s determination of the Offer FMV Amount, whereupon
Landlord and Tenant shall have thirty (30) days after the Offer Determination
Date to negotiate, execute and deliver a written agreement (an “Offer FMV Agreement”)
setting forth the Base Rent for the Extension Term. If Landlord and Tenant fail
to execute and deliver an Offer FMV Agreement within thirty (30) days after the
Offer Determination Date, the Offer FMV Amount shall be determined by
arbitration pursuant to Section
42.04 below. 


113 







     42.04 Arbitration. Unless, by the Offer
Determination Date, Tenant agrees, in writing, with Landlord’s determination of
the Offer FMV Amount, or within thirty (30) days after the Offer Determination
Date, Landlord and Tenant execute an Offer FMV Agreement, the Offer FMV Amount
for the Extension Term shall be determined by arbitration as follows:


          (a)
Landlord and Tenant shall each appoint an arbitrator by written notice given to
the other party hereto not later than sixty (60) days after the Offer
Determination Date. If either Landlord or Tenant fail to appoint an arbitrator
within such period of time and thereafter fail to do so by written notice given
within a period of five (5) days after notice by the other party requesting the
appointment of such arbitrator, then such arbitrator shall be appointed by the
American Arbitration Association or its successor (the branch office of which is
located in or closest to the City and State of New York), upon request of either
Landlord or Tenant, as the case may be; 

          (b) The
arbitrators will submit their determinations of the Offer FMV Amount to both
parties within thirty (30) days after their selection. If the difference between
the two (2) determinations is two percent (2%) or less of the higher appraisal,
then the average between the two determinations will be the Offer FMV Amount.


          (c) In the
event that the arbitrators’ determination is more than 2% apart, they shall
appoint a third (3rd) arbitrator by written notice given to both Landlord and
Tenant, and, if they fail to do so by written notice given within thirty (30)
days after their appointment, such third (3rd) arbitrator shall be appointed as
above provided for the appointment of an arbitrator in the event either party
fails to do so; 

          (d) All of
such arbitrators shall be New York State licensed real estate brokers having not
less than ten (10) years’ experience in representing owners or tenants in
commercial leasing transactions in respect of first-class office use buildings
in Manhattan; and 

          (e) If a
third (3rd) arbitrator is appointed as aforesaid, they shall convene forthwith
and render their decision in accordance with the then applicable rules of the
American Arbitration Association or its successor, which decision shall be
strictly limited to a determination of the Offer FMV Amount (as defined in
Section 42.02 above), within thirty (30) days after the appointment of the third (3rd)
arbitrator. The decision of such arbitrators shall be in writing. The first two
(2) arbitrators appointed as above provided shall each determine the Offer FMV
Amount and exchange their determinations simultaneously (neither arbitrator
being bound by the prior offers or determinations of Offer FMV Amount made by
Landlord or Tenant), and if such determinations are not identical, the third
(3rd) arbitrator shall select the determination of one of the two (2) other
arbitrators that such third (3rd) arbitrator determines is closest to its
valuation. The decision of the first two (2) arbitrators appointed (if their
determinations are identical), or of the third (3rd) arbitrator (if the
determination of the first two (2) arbitrators are not identical) shall be
binding upon Landlord and Tenant. Duplicate original counterparts of such
decision shall be sent forthwith by the arbitrators by certified mail, return
receipt requested, to both Landlord and Tenant. The arbitrators, in arriving at
their decision, shall be entitled to consider all testimony and documentary
evidence that may be presented at any hearing, as well as facts and data which
the arbitrators may discover by investigation and inquiry outside such hearings.
If, for any reason whatsoever, a written decision of the arbitrators shall not
be rendered within thirty (30) days after the appointment of the third (3rd)
arbitrator, then, at any time thereafter before such decision shall have been
rendered, either party may apply to the Supreme Court of the State of New York,
New York County, or to any other court having jurisdiction and exercising the
functions similar to those now exercised by such court, by action, proceeding or
otherwise (but not by a new arbitration proceeding) as may be proper, to
determine the question in dispute consistently with the provisions of this
Lease. The cost and expense of such arbitration, action, proceeding, or
otherwise shall be borne equally by Landlord and Tenant, but Landlord and Tenant
shall each pay their own attorneys’ fees and disbursements and witness fees.


114 







     42.05 Interim Rent. (a) In the event the
computation of the fair market rental value of the Offer Space under this
Article 42 is not determined until after the applicable Offer Space Effective
Date, Tenant shall pay Base Rent for the Offer Space at a rate per RSF equal to
one-half the sum of the Offer FMV Amount determinations made by the two
arbitrators appointed by Landlord and Tenant pursuant to Section 42.04, and at such
time as the Base Rent is determined, (i) the Base Rent shall be retroactively
adjusted to the applicable Offer Space Effective Date, (ii) the parties shall
(within ten (10) days of written demand made by one on the other for a
reconciliation of the Base Rent paid by Tenant for the period commencing on the
applicable Offer Space Effective Date through the date preceding the date Tenant
commences the payment of the Base Rent in the recomputed amount, the
“ROFO Interim Period”) reconcile the amount paid by Tenant for the Offer Space
during the ROFO Interim Period, and if Tenant shall have overpaid for the ROFO
Interim Period, Landlord shall credit the overage to the next payment of Base
Rent payable under this Lease (provided that if such overpayment exceeds one (1)
month’s payment of Base Rent as so recomputed, Landlord shall, within five (5)
Business Days after such reconciliation, pay to Tenant the amount of such
overage), and if Tenant shall have underpaid such amount, Tenant shall, within
thirty (30) days after Landlord’s written demand therefor, pay the deficiency to
Landlord and (iii) commencing on the first day of the month following the month
in which the reconciliation referred to in the preceding clause (ii) of this
Section 42.05(a) was made, Tenant shall start making monthly installments of Base Rent
for the Offer Space in question in the recomputed amount. 

          (b) Except
as set forth in this Section
42.05, any Offer Space leased by Tenant shall
be leased for the balance of the remaining Term of this Lease (as the same may
be extended pursuant to Article 41) upon and subject to all of the terms and
conditions of this Lease, provided that (i) Tenant will lease the Offer Space in
its “as-is” condition without the obligation of Landlord to perform any work or
incur any expense to prepare same for Tenant’s occupancy, and (ii) Tenant shall
not be entitled to any work letter, tenant allowance, rent concession and/or
other concessions in respect of the Offer Space. 

     42.06 Offer Notice. The Offer Space
Notice shall set forth the following: (i) the estimated date on which Landlord
anticipates that the Offer Space shall become vacant and/or available for
possession (“Offer Space Effective
Date”); (ii) the Tenant’s Tax Share and
Tenant’s Expense Share for the Offer Space; (iii) Landlord’s calculation of the
RSF of the Offer Space; and (iv) a scaled floor plan of the Offer Space.


     42.07 Tenant Election. Tenant shall have
thirty (30) days, time being of the essence, following Landlord’s giving of the
Offer Space Notice to deliver to Landlord notice (the “Election to Lease Notice”)
of Tenant’s desire to exercise its right under this Article 42 (the
“Right of First Offer”) to lease from Landlord all (and not less than all) of the
Offer Space. The failure or refusal of Tenant for any reason whatsoever to
deliver to Landlord the Election to Lease Notice in the time and manner herein
prescribed (any Offer Space being the subject of an Offer Space Notice which is
not so leased by Tenant pursuant to an Election to Lease notice being herein
referred to as “Rejected ROFO
Space”), shall, subject to Section 42.09
below, be deemed an irrevocable waiver of Tenant’s Right of First Offer with
respect to the Rejected ROFO Space as to the particular transaction, whereupon
Tenant’s Right of First Offer with respect to such Rejected ROFO Space shall
lapse and be of no further force or effect. 

     42.08 Modification. (a) If Tenant shall
timely and in the manner herein prescribed deliver its Election to Lease Notice,
the parties hereto shall, enter into a modification of this Lease incorporating
such Offer Space into this Lease for the Tenant ROFO Term and otherwise on the
terms and conditions specified in this Article
42. 

115 







          (b)
Landlord’s estimate of the Offer Space Effective Date as set forth in the Offer
Space Notice shall not be binding upon Landlord. If Landlord is unable to
deliver vacant possession of the Offer Space to Tenant for any reason on or
prior to such date, Landlord shall use reasonable efforts to deliver vacant
possession of the Offer Space to Tenant as soon thereafter as possible,
including the institution and prosecution of eviction, holdover or other
appropriate actions or proceedings against any tenant(s) of the Offer Space. The
Offer Space Effective Date shall then be the later of thirty (30) days after
Landlord gives Tenant notice of the date on which vacant possession is to be
delivered to Tenant and the date on which Landlord is able to so deliver vacant
possession and Landlord shall not be subject to any liability and this Lease
shall not be impaired under such circumstances, provided that Landlord shall
have made reasonable efforts to timely deliver vacant possession of the offer
Space as aforesaid. For purposes of the preceding sentence, the prompt and
diligent prosecution of appropriate holdover proceedings to obtain such vacant
possession shall be deemed to constitute reasonable efforts. Nothing in this
Article 42
is intended to or shall be deemed to obligate Landlord to pay any consideration
to obtain vacant possession of the Offer Space, and Landlord’s unwillingness to
do so shall not be considered a failure to exercise reasonable diligence. Tenant
hereby waives any right to rescind this Lease or the new lease for the Offer
Space under the provisions of Section 223(a) of the Real Property Law of the
State of New York, and agrees that the provisions of this Article 42 are intended to
constitute “an express provision to the contrary” within the meaning of said
Section 223(a). 

          (c)
Notwithstanding the foregoing, if Landlord is unable to deliver vacant
possession of the Offer Space to Tenant for any reason on or prior to the date
(the “Outside Date”) that is three hundred (300) days subsequent to the date Landlord
estimated as the Offer Space Effective Date in the Offer Space Notice, Tenant,
at its option and upon written notice to Landlord, may (i) cause the
cancellation of the inclusion of the Offer Space in the demised premises by 30
days’ prior written notice to Landlord given at any time within ninety (90) days
subsequent to the Outside Date unless possession of the Offer Space is delivered
prior to Landlord’s receipt of Tenant’s notice (provided that such cancellation
notice shall be null and void if the applicable Offer Space is delivered within
such 30 day period) or (ii) extend the Outside Date to the date set forth in
Tenant’s notice provided such date is no more than one hundred eighty (180) days
subsequent to the Outside Date. Landlord will give Tenant a non-binding thirty
(30) day advance notice that the Offer Space will be available for delivery of
vacant possession. If Landlord believes in good faith that Landlord will not
obtain vacant possession of the Offer Space on or prior to the Outside Date (as
such date may be extended pursuant to clause (ii) of this Section 42.08(c)), Landlord
will give notice thereof to Tenant together with Landlord’s reasonable estimate
of the date that it anticipates Landlord can deliver the Offer Space to Tenant,
who shall have thirty (30) days thereafter as Tenant’s sole right in such
circumstances to advise Landlord that Tenant elects either by 30 days prior
written notice to cancel this Lease with respect to the Offer Space or to extend
the Outside Date to the date set forth in Landlord’s notice (provided that such
cancellation notice shall be null and void if the applicable Offer Space is
delivered within such 30 day period). If Tenant extends the Outside Date,
Landlord shall exercise and continue to exercise reasonable diligence to obtain
such vacant possession. This procedure shall be repeated until either Landlord
delivers the Offer Space or Tenant elects to cancel the inclusion of the Offer
Space, as aforesaid. 


116 






     42.09 Failure to Exercise. (a) If with
respect to Offer Space described in any Offer Space Notice Tenant shall notify
Landlord of Tenant’s waiving its Right of First Offer, or if Tenant shall not
timely and in the manner prescribed exercise its Right of First Offer, then the
following shall apply: 

     (i) Landlord shall
have a period of two (2) years from the expiration of the thirty (30) day period
referred to in Section 42.07 to execute a new lease or lease amendment
(“Proposed New Lease”) for the Offer Space, for a term (which may be longer or
shorter than the Tenant ROFO Term) and on such other terms and conditions as
Landlord in its sole and absolute discretion deems in Landlord’s best interest
free of and without being subject to Tenant’s Right of First Offer. 

     (ii) If Landlord has not yet executed a
Proposed New Lease and is not in bona fide negotiations for a Proposed New Lease
for the Offer Space within one (1) year from the expiration of the thirty (30)
day period referred to in Section 42.07, then Tenant’s Right of First Offer with
respect to the Offer Space in question shall be deemed revived and reinstated
with respect to any subsequent desire of Landlord to lease the Offer Space
subsequent to said one (1) year period. 

          (b)
Notwithstanding the foregoing, if Landlord shall submit a new Offer Space Notice
to Tenant within the 1-year period, then the provisions of subparagraph (a)
above shall be deemed to apply to the new Offer Space Notice, and the terms of
this subparagraph (b) shall be applicable to the most recent Offer Space Notice
which Landlord has given. 

          (c) The
fact that Landlord and Tenant may, or in fact do, enter into negotiations after
the thirty (30) day period set forth in Section 42.07 above shall not affect the
validity or enforceability of the waiver of Tenant’s Right of First Offer.


     42.10 Superior Rights. Notwithstanding
anything to the contrary contained in this Article 42, Tenant’s Right of First
Offer shall be subject and subordinate only to the following rights and options
(collectively, “Superior
Rights”): 

          (a) the
existing rights of tenants under existing leases in the Building as of the
Execution Date to renew or extend their lease term or to lease additional space,
including rights of first offer, rights of first refusal and expansion rights;
and 

          (b) the
renewal or extension of the lease terms of existing tenants in the Building
whose leases cover a portion of the Offer Space as of the Execution Date,
whether or not such existing tenants have been granted a right to renew or
extend their lease term as of the Execution Date. 

     42.11 ROFO Not Applicable. In addition,
Tenant’s Right of First Offer shall not apply to any lease or demise, however
characterized, or Landlord’s desire to effectuate same, of any space in the
Building to or in connection with any of the following: 

          (a) any
subleasing under or assignment of any lease for space in the Building;


          (b) a
recapture, assignment or subletting to Landlord or any Landlord’s Affiliates or
nominee of Landlord pursuant to the exercise of such rights by Landlord in any
lease, but Tenant’s Right of First Offer shall apply to the subsequent leasing
or subleasing of such space or any assignment of the lease thereof to others by
Landlord, or any Affiliate, other than to other Affiliates of Landlord, and are
not otherwise exempt under the provisions of this Section 42.11; or 

117 







          (c) any
portion of the Premises (i) on which the term of this Lease had theretofore
expired or had theretofore been earlier terminated or (ii) which had been
theretofore surrendered to, or had been theretofore recaptured by, Landlord.


ARTICLE 43 

SIGNAGE 

     43.01
Definition. For the purposes of this Lease, “Sign” means a plaque, placard,
billboard, flag, banner, light, television screen, monitor or other advertising
symbol or object, irrespective of whether same is temporary or permanent, or
neon, lighted or flashing, or mechanical, stationary or electronic, which
displays any words, pictures, logos, moving images, numbers or other messages.


     43.02 No Signage Except as Permitted.
Except as expressly permitted in Section 43.03 below, no Sign that is visible
from outside the Premises (including Signs in or on the exterior windows or
doors of the Premises), shall be installed or displayed by Tenant or any other
Tenant Party, without Landlord’s prior written approval in each instance, which
approval may be withheld or denied in Landlord’s sole and absolute discretion.
Landlord’s right to approve Signs shall relate to all aspects of the Sign in
question, including size, colors, dimensions, materials, finishes and method of
attachment.

     43.03 Tenant Signage. Tenant may, at its
sole cost and expense, install, in accordance with, and subject to,
Article 13
and the other applicable provisions of this Lease, “entry suite” signage that
depicts the name and logo of Tenant or any Related Entity of Tenant that is then
occupying the floor of the Building in question, in the elevator lobbies on the
floors in which the Premises are situated and/or adjacent to the doors to the
Premises, provided Tenant, at its sole cost and expense clean and maintain such
signage in good order and condition. Landlord’s approval for the aesthetics of
such signage (e.g., the lettering and colors, as opposed to the materials, location, method
of attachment and other physical aspects of such signage) shall not be required
for the installation of any such signage on any floor of the Building which is
entirely leased by Tenant. For any floor of the Building which is not entirely
leased by Tenant, such approval shall be required but shall not be unreasonably
withheld or delayed provided such signage complies with any uniform Building
signage program of Landlord then in effect, and in all cases, regardless of
whether Landlord’s approval for the aesthetics of such signage is required,
Landlord’s prior approval, which shall not be unreasonably withheld or delayed,
shall be required for the materials, location, method of attachment and other
physical aspects of such signage. Tenant, at its sole cost and expense, shall
remove all such signage on or prior to the earlier of (a) the last day of the
Term with respect to the floor of the Building in question, and (b) the date
that Tenant or such Related Entity of Tenant is no longer leasing such floor,
and shall repair any damage to the Building that may result from such removal
and restore such portions of the Building to substantially the condition same
were in prior to such installation. 

118 









     43.04 Lobby Signage. For so long as
Tenant (i) is the originally Named Tenant hereunder or is a Permitted
Transferee, and (ii) occupies one (1) full floor of the Building (the
“Occupancy Requirements”), Tenant may, at its sole cost and expense, install, in
accordance with, and subject to, Article
13 and the other applicable provisions of
this Lease, and maintain signage (including its name and logo) on the back wall
of the elevator bank “C” lobby vestibule (but not the left or right lobby-facing
walls at the entrance to the elevator bank) only in the particular locations
specified on, and otherwise in accordance with the requirements of, the signage plan annexed hereto
as Exhibit M (the “Signage Plan”); provided,
however that Landlord may modify the Signage Plan and/or require that Tenant
remove such signage at Tenant’s sole cost and expense, in each case in
Landlord’s sole discretion, at any time (and for so long as) Tenant is not
satisfying the Occupancy Requirements, and provided that the modified
requirements of the Signage Plan apply to all tenants or occupants permitted to
have signs in such location. Tenant’s right to post signage in such location is
non-exclusive and similar rights may be given to other occupants of elevator
bank “C” (in which case the size and prominence of all such signs in such
location may, if Landlord so determines, reflect the relative amounts of space
occupied by Tenant and such other occupants). Tenant may elect at any time to
remove signage Tenant has installed under the Signage Plan, provided, however,
that in such event Tenant shall repair any damage to the Building that may
result from such removal and restore such portions of the Building to the
condition same were in prior to such installation. In any event, Tenant, at its
sole cost and expense, shall remove all such signage on or prior to the earlier
of (a) the last day of the Term, and (b) the date that Landlord requires Tenant
to remove such signage because the named tenant is not satisfying the Occupancy
(or the Tenant is no longer the originally named tenant), and Tenant shall
repair any damage to the Building that may result from such removal and restore
such portions of the Building to the condition same were in prior to such
installation. Tenant shall, at its expense, keep all such signage in good repair
and shall clean and polish same regularly. At Landlord’s option, any
installation, maintenance, cleaning, polishing, removal or restoration work
permitted or required under this Section 44.04 may be performed by Landlord, in
which case Tenant shall reimburse Landlord for its actual reasonable
out-of-pocket costs for performing such work as additional rent hereunder from
time to time within thirty (30) days after delivery of an invoice therefor.


     43.05 Competitor
Signage. Subject to the next
sentence, for so long as the Occupancy Requirements are met, Landlord shall not
permit Google, Inc. to install any signage identification or logos on any of the
Common Areas of the Building or the exterior of the Building (the
“Competitor
Restrictions”). The Competitor
Restrictions shall not apply to and Landlord shall be deemed not to be in breach
of the provisions of this Section
43.05 on account of actions
permitted under any existing leases in the Building as of the Execution Date or
anyone claiming by, through or under such leases. 

ARTICLE
44 

ROOF
INSTALLATIONS


     44.01 Roof Installations. (a) Subject to Tenant’s compliance with the
terms and provisions of this Lease and Landlord’s prior approval in each
instance, such approval not to be unreasonably withheld, conditioned or delayed,
Tenant shall have the right, at Tenant’s sole cost and expense, to erect,
operate, remove, repair, replace and maintain satellite communications equipment
and/or antennae ancillary to Tenant’s use of the Premises at a location
designated by Landlord in accordance with its usual practices for locating
similar Roof Installations (any of the foregoing, as the same may be replaced
from time to time, collectively, the “Roof Installations”) in
each case without additional charge by Landlord therefor, provided (i) Tenant
promptly repairs any damage to any property, including the Building and Building
equipment, caused by such installation, maintenance, operation, repair, removal
and replacement, (ii) at or prior to the expiration or earlier termination of
this Lease, Tenant removes such Roof Installations that, as part of Landlord’s
approval of plans approved as provided in this Lease, Landlord advised Tenant
that Landlord would, at the expiration or earlier termination of this Lease,
require Tenant to remove and that Tenant repairs any resulting damage to the
Building and Building equipment, and (iii) the installation and use of the Roof
Installations would not (and does not)
unreasonably interfere with use of the roof by Landlord and such other parties
as Landlord shall now or hereafter permit to use the roof for other purposes.
Tenant shall have the right, in common with others, of reasonable access to the
roof for the installation, operation, maintenance, repair, replacement and
removal of the Roof Installations and for the partial or complete replacement of
the foregoing, subject to the provisions of this Lease and to such other
reasonable conditions imposed by Landlord or such other occupants or tenants of
the Building who may be adversely affected thereby. Notwithstanding the
foregoing, all roofing and waterproofing related to the installation, repair,
replacement and/or removal of the Roof Installations shall be performed by
Landlord, and Tenant shall reimburse Landlord for Landlord’s reasonable
out-of-pocket costs thereof. No Roof Installations installed by Tenant may be
visible from the ground or from any terraces in the Building (including those on
the 29th floor).

119 







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


	LANDLORD:	
	 	 	 	
	11 MADISON AVENUE LLC	
	 	 	 	
	By: 	/s/ 	Alex
    Sapir	
	 		       Name: Alex
      Sapir	
	 		       Title: Authorized
      Signatory	
	 			
	TENANT:	
	YELP INC.	
	 	 	 	
	By:	/s/	 Rob
      Krolik	
	 		       Name: Rob
      Krolik	
	 		       Title: Chief
      Financial Officer  	




120 







EXHIBIT A 

Description of Land


All that certain plot,
piece or parcel of land lying, being situated in Manhattan, City and State of
New York and being known and designated as tax lot 1 in tax block No. 854 and
being more particularly bounded and described as follows: 

Beginning at the corner
formed by the intersection of the northerly side of East 24th Street and the
easterly side of Madison Avenue; 

Running thence northerly,
from said point of beginning, along the easterly side of Madison Avenue; a
distance of 197.50 feet to the southerly side of East 25th Street; 

Running thence easterly
along the southerly side of East 25th Street, forming an interior angle of 90
degrees with Madison Avenue; a distance of 425.00 feet to the westerly side of
Park Avenue South; 

Running thence southerly
along the westerly side of Park Avenue South, forming an interior angle of 90
degrees with East 25th Street, a distance of 197.50 feet to the northerly side
of East 24th Street; 

Running thence westerly
along the northerly side of East 24th Street, forming an interior angle of 90
degrees with Park Avenue South, a distance of 425.00 feet to the point or place
of beginning. 

Said parcel known as 11-25
Madison Avenue. 







EXHIBIT B 

Premises Floor Plans






















EXHIBIT
C-1 

Landlord’s
Work 

     1. The Premises shall be delivered vacant, demolished, and in broom clean
condition. Landlord will deliver the following base Building systems servicing
Tenant’s Premises i.e., HVAC, perimeter heating [including operable control
valves], electrical, plumbing, life safety, security and elevator systems)
(collectively, “Base Building
Systems”), in good working order
upon the Commencement Date. Landlord, at its sole cost, shall cause all
elevators, elevator lobbies, common areas and core areas (including the core
area bathrooms) within the Premises, all of the Building’s common and core
areas, all entrances to the Building, the Building’s ground floor lobby, and the
Building’s exterior perimeter areas to be in compliance with current
Requirements, including the Americans with Disabilities Act and other state and
local laws governing access by the disabled in effect as of the Commencement
Date (the “ADA”).

     2. Landlord shall replace and
restore all missing fireproofing prior to Tenant’s construction, as necessary to
meet all applicable code requirements. Landlord shall fire stop/ patch any slab,
wall and pipe penetrations through rated wall or floor assemblies as required by
law.

     3. Landlord shall deliver the
Premises with perimeter heating units/convector covers in good working order,
with consistent covers throughout. All piping, valves, thermostats and controls
will be in good working order as of the Commencement Date. Landlord shall
deliver the main HVAC trunk complete at the core with Landlord installing fire
dampers at the trunk locations if required by code.

     4. Landlord shall provide a
temporary sprinkler loop. Sprinkler risers, valve, rigs and stand pipe have been
brought to the Premises.

     5. Landlord shall provide sufficient
unobstructed, hazardous-free, secure Shaft Space from the Telecom “Point of Entry” room in the Building to the
Premises. There are two separate points of entry into the Building. 

     6. There are currently four (4)
electric closets on each floor with bus duct switches in each closet, in
quantities and sizes necessary to provide 6 watts per usable square foot, and
water and sanitary drainage risers are currently installed. 

     7. There is currently a BMS
interface panel on each floor for connection of tenant equipment. 

     8. There are currently connection
“stub outs available for drain, vent, hot and cold water at all wet columns. Hot
water to be supplied by Tenant, except as provided in the Lease.

     9. Landlord shall provide Tenant
with ACP-5’s (in numbers required for filing of Tenant work with the DOB) and such other
documentation as may be required to confirm that all accessible asbestos
containing material in the Premises has been removed so that Tenant is able to
obtain a building permit for construction of Tenant’s plans and specifications.
Such ACP-5 may note that asbestos containing material is located in the
waterproofing on a single beam within the
Premises, provided that Landlord (i) shall abate the same within sixty (60) days
following the Commencement Date, and (ii) promptly after completing such
abatement work (subject to delays caused by governmental authorities), Landlord
shall deliver to Tenant a “clean” ACP-5. 

C-1-1 







     10. Landlord shall also be required to deliver the Premises free of all
mold. 

     11. The core walls and exterior
walls to be provided with existing sheetrock, finished to a level 4 finish, and
ready to receive Tenant’s finishes. The ceiling slabs will be delivered in their
as-is existing condition. Any loose spray fireproofing to be removed and
reapplied as necessary to meet all applicable code requirements.

     12. Delivery of the floor to a
reasonably level standard (i.e. ready to receive floor finishes such as
carpeting) with all flash patching and leveling done by Landlord such that no
additional flash patching or leveling is required by Tenant. 

     13. The core walls and perimeter
walls located on each floor of the tenant space shall be lined with sheetrock
(and exterior wall insulated), finished, taped (to a level 4 finish) and ready
to receive Tenant’s finishes. The core doors are in good working condition and
ready to receive Tenant’s finishes. Interior columns are enclosed with sheetrock
on the 14th floor. On the 16th floor, columns are enclosed
with sheetrock to a height of approximately 8.5 feet. All drywall surfaces shall
be delivered to a level 4 finish. 

     14. All fire and safety systems,
including alarms, speakers, communications, etc. are in full service and
available within the Premises. Connection points available for Tenant’s strobes
and related Class E connections. All windows currently have a building standard
shade that is uniform throughout the Building. 

     15. The windows are currently in
good condition. 

     16. Non-functioning pipes and
conduit and back boxes have been removed. Exposed wires have been pulled out and
terminated. all elevator call buttons and core door hardware and signage are
currently ADA compliant. 

     17. Tenant’s contractors shall
utilize the power being made available to the Premises pursuant to Article 16 of
this Lease (at Tenant’s expense as provided therein) and shall utilize only the
restrooms located within the Premises.

C-1-2 







Exhibit
C-2

Tenant’s
Work 

11 MADISON TENANT WORK
LETTER 

This Tenant Work Letter
shall set forth certain terms and conditions relating to the performance of
Tenant’s Work (as defined in the Lease). This Tenant Work Letter is essentially
organized chronologically and addresses the issues of the construction of the
Premises, in sequence, as such issues will arise during the actual construction
of the Premises. All references in this Tenant Work Letter to Articles or
Sections of “this Lease” shall mean the relevant portions of the Lease to which
this Tenant Work Letter is attached as Exhibit C-2, and all
references in this Tenant Work Letter to Sections of “this Tenant Work Letter”
shall mean the relevant portions of this Tenant Work Letter.

SECTION 1 - DELIVERY OF
THE PREMISES AND BASE BUILDING 

1.1 Delivery of Premises. Except as expressly set forth to the contrary in
the Lease or this Tenant Work Letter, including without limitation in
Section 1.2 below, Landlord shall deliver the Premises and
Base Building to Tenant, and Tenant shall accept the Premises and Base Building
from Landlord, in their presently existing, “as-is” condition. All defined terms
used herein and not otherwise defined herein shall have the same meaning
ascribed to them in the Lease. To the extent not otherwise provided for in this
Tenant Work Letter, the Lease shall govern the performance of Tenant’s Work.


1.2 Landlord Work: Delivery Condition.

1.2.1 Landlord
Work. Landlord shall complete the
Landlord’s Work as set forth in Exhibit B to this
Lease.

1.2.2 Delivery
Condition. Landlord shall
substantially complete Landlord’s Work on or before the Commencement Date as
required by the Lease. 

SECTION 2 - CONSTRUCTION
DRAWINGS 

2.1 Selection of Architect/Construction
Drawings. Tenant shall retain an
architect/space planner (the “Architect”) to prepare
the “Construction Drawings,” as that term is defined in this Section 2.1. For the purposes of this Tenant Work Letter, Design Republic Partners
Architects L.L.P. is hereby approved as Tenant’s Architect. Tenant shall retain
at Tenant’s sole cost and expense the engineering consultants reasonably
approved by Landlord (the “Engineers”) to prepare
all plans and engineering working drawings relating to the structural,
mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the
Premises, which work is not part of the Base Building. The plans and drawings to
be prepared by Architect and the Engineers hereunder shall be known collectively
as the “Construction
Drawings”. All Construction
Drawings shall comply with the drawing format and specifications reasonably
determined by Landlord, and shall be subject to Landlord’s approval (the
approval for which shall be governed by Article 13 of the Lease). Tenant and
Architect shall verify, in the field, the dimensions and conditions as shown on
the relevant portions of the base building plans (if any), and Tenant and
Architect shall be solely responsible for the same, and Landlord shall have no
responsibility in connection therewith. Landlord’s review of the Construction
Drawings as set forth in this Section 2 shall be for its sole
purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design,
Code compliance or other like matters. Accordingly, notwithstanding that any
Construction Drawings are reviewed by Landlord or its space planner, architect,
engineers and consultants, and notwithstanding any advice or assistance which
may be rendered to Tenant by Landlord or Landlord’s space planner, architect,
engineers, and consultants, Landlord shall have no liability whatsoever in
connection therewith and shall not be responsible for any omissions or errors
contained in the Construction Drawings, and Tenant’s waiver and indemnity set
forth in this Lease shall specifically apply to the Construction Drawings.


C-2-1 







2.2 Final Space Plan. To the extent Landlord has same in Landlord’s
possession and without representation or warranty by Landlord as to the accuracy
of same (and subject in any event to Section 2.1 hereof), Landlord shall provide
to Tenant base building plans to allow to Tenant’s Architect (as identified in
Section 2.1 above) to prepare a space plan showing all
demising walls, corridors, entrances, exits, doors, interior partitions, and the
locations of all offices, conference rooms, computer rooms, pantries, and the
reception area, and file rooms (“Final Space Plan”).
Tenant shall supply Landlord with four (4) copies signed by Tenant of the Final
Space Plan. Landlord may request clarification or more specific drawings for
special use items not included in the Final Space Plan. Landlord shall advise
Tenant within fifteen (15) business days after Landlord’s receipt of the Final
Space Plan for the Premises if the same is unsatisfactory or incomplete in any
respect. If Tenant is so advised, Tenant shall promptly cause the Final Space
Plan to be revised to correct any deficiencies or other matters Landlord may
reasonably require. 

2.3 Final Working Drawings. After the Final Space Plan has been approved by
Landlord, Tenant shall supply the Engineers with a complete listing of standard
and non-standard equipment and specifications, including, without limitation,
B.T.U. calculations, electrical requirements and special electrical receptacle
requirements for the Premises, to enable the Engineers and the Architect to
complete the “Final Working Drawings” (as that term is defined below) in the
manner as set forth below. Upon the approval of the Final Space Plan by Landlord
and Tenant, Tenant shall promptly cause the Architect and the Engineers to
complete the architectural and engineering drawings for the Premises, and
Architect shall compile a fully coordinated set of architectural, structural,
mechanical, electrical and plumbing working drawings in a form which is complete
to allow subcontractors to bid on the work and to obtain all applicable permits
(collectively, the “Final Working
Drawings”) and shall submit the
same to Landlord for Landlord’s approval. Tenant shall supply Landlord with four
(4) copies signed by Tenant of such Final Working Drawings. Landlord shall
advise Tenant within fifteen (15) business days after Landlord’s receipt of the
Final Working Drawings for the Premises if the same is unsatisfactory or
incomplete in any respect. If Tenant is so advised, Tenant shall promptly revise
the Final Working Drawings in accordance with such review and any disapproval of
Landlord in connection therewith. 

2.4 Approved Working Drawings. The Final Working Drawings shall be approved by
Landlord (the “Approved Working
Drawings”) prior to the
commencement of construction of the Premises by Tenant. After approval by
Landlord of the Final Working Drawings, Tenant may submit the same to the
appropriate municipal authorities for all applicable building permits (the
“Permits”). Tenant hereby agrees that neither Landlord nor
Landlord’s consultants shall be responsible for obtaining any building permit or
certificate of occupancy for the Premises and that obtaining the same shall be
Tenant’s responsibility; provided, however, that Landlord shall cooperate with
Tenant (at Tenant’s sole cost and expense) in executing permit applications and
performing other ministerial acts reasonably necessary to enable Tenant to
obtain any such permit or certificate of occupancy. No changes, modifications or
alterations in the Approved Working Drawings
may be made without the prior written consent of Landlord, which consent shall
be governed by the provisions of Article 13 of the Lease. 

C-2-2 







SECTION 3 - CONSTRUCTION
OF TENANT’S WORK TENANT’S WORK 

	3.1 Tenant’s
      Selection of Contractors.
	 
	     	3.1.1 The
      Contractor. A general
      contractor shall be retained by Landlord to construct Tenant’s Work. Such
      general contractor (“Contractor”) shall
      be selected by Tenant from the list of general contractors attached to the
      Lease as Exhibit
      L, and Tenant shall deliver
      to Landlord notice of its selection of the Contractor upon such selection.
      Such Contactor shall utilize only subcontractors set forth on
      Exhibit L to the Lease or otherwise approved by
      Landlord.
	  
		3.1.2 Tenant’s
      Project Manager. Tenant
      shall retain a project manager (the “Project Manager”), subject to Landlord’s reasonable approval, to oversee the
      day-to-day construction of Tenant’s Work and to direct the Contractor in
      connection with the construction of Tenant’s Work. For the purposes of
      this Tenant Work Letter, Peter Braito from The Braito Group is hereby
      approved as Tenant’s Project Manager. Tenant shall cause the Project
      Manager to reasonably cooperate with Landlord and the Contractor in
      connection with the construction of Tenant’s Work.
	 
	3.2 Construction of
      Tenant Improvements.
	 
	       	3.2.1 Construction
      Contract. Prior to
      Landlord’s execution of the construction contract and general conditions
      with Contractor (the “Contract”),
      Landlord shall submit the Contract to Tenant and Tenant shall have the
      right to negotiate the Contract directly with the Contractor, including
      without limitation any Contractor penalties in the Contract for delays in
      connection with the substantial completion of Tenant’s Work; provided,
      however, the final form of Contract shall be subject to Landlord’s
      reasonable approval. The remaining terms of the Contract shall be subject
      to Landlord’s approval, which approval shall not be unreasonably withheld,
      conditioned or delayed. Notwithstanding the fact that Landlord shall sign
      the Contract, Landlord shall only be obligated to use commercially
      reasonable efforts (all such efforts to be at Tenant’s sole cost and
      expense) to enforce the terms of the Contract when directed by Tenant
      and/or the Project Manager, and Landlord shall have no liability to Tenant
      if Contractor breaches its obligations under the Contract; provided,
      however, Landlord shall deliver to Tenant any and all penalty amounts
      Landlord receives from Contractor due to Contractor’s failure to perform
      its obligations under the Contract. Without limiting Landlord’s right to
      review and approve the Contract, the Contract shall contain a provision
      granting Landlord the absolute and unconditional right to terminate the
      contract at any time for any reason (or for no reason) and shall set forth
      the specific maximum dollar amount which Landlord shall be liable to pay
      to the Contractor in order to terminate the Contract (the “Contract Release Price”), and shall further state that, upon
      payment to the Contractor of the Contract Release Price, Landlord shall be
      unconditionally released from all further obligations and liabilities
      under the Contract.
	 
		3.2.2 Estimated
      Cost Schedule. Prior to the
      commencement of the construction of Tenant’s Work, and after Tenant has
      accepted all bids for Tenant’s Work, Tenant shall (or shall cause the
      Contractor to) provide Landlord with a detailed breakdown, by trade, of
      the estimated final costs to be incurred or which have been incurred, in
      connection with the design and construction of Tenant’s Work to be
      performed by the Contractor, which costs form a basis for the amount of
      the Contract, together with a written estimate of all other Tenant Work
      Costs (as such term is defined in Section 5.1 hereof) (the “Estimated Cost Schedule”), which shall be certified by the Architect
      and subject to Landlord’s reasonable approval for accuracy. Tenant shall
      (or shall cause the Contractor to) deliver updates to the Estimated Cost
      Schedule periodically throughout the construction of Tenant’s Work within
      three (3) business days after request from
  Landlord.


C-2-3 







	3.3 Project
      Management.
	 
	     	3.3.1 Landlord’s General Conditions for Project
      Manager and Tenant Improvement Work. Tenant shall cause the Project Manager to comply with the
      following: (i) Tenant’s Work shall be constructed in strict accordance
      with the Approved Working Drawings; (ii) Landlord’s rules and regulations
      for the construction of improvements in the Building, (iii) Project
      Manager shall submit schedules of all work relating to the Tenant’s
      Improvements to Contractor and Contractor shall, within five (5) business
      days of receipt thereof, inform Project Manager of any changes which are
      necessary thereto, and Project Manager shall adhere to such corrected
      schedule; and (iv) Tenant and the Project Manager shall abide by all rules
      made by Landlord’s Building manager in accordance with the Lease with
      respect to the use of freight, loading dock and service elevators, storage
      of materials, coordination of work with the contractors of other tenants,
      and any other matter in connection with this Tenant Work Letter,
      including, without limitation, the construction of Tenant’s
  Work.


3.4 Indemnity. Tenant’s indemnity of Landlord as set forth in this Lease shall also
apply with respect to all Tenant Work Costs and any and all costs, losses,
damages, injuries and liabilities related in any way to any act or omission of
Tenant, the Contractor, all subcontractors and vendors involved in Tenant’s
Work, the Architect, the Engineer, or the Project Manager, or anyone directly or
indirectly employed by any of them, or in connection with Tenant’s non-payment
of any amount arising out of Tenant’s Work and/or Tenant’s disapproval of all or
any portion of any request for payment. 

3.5 Contractor’s Warranties and
Guaranties. Landlord hereby
assigns to Tenant all warranties and guaranties by Contractor relating to
Tenant’s Work, and Tenant hereby waives all claims against Landlord relating to,
or arising out of the construction of, Tenant’s Work. 

3.6 Deliverables. At the conclusion of construction, (i) Tenant
shall cause the Architect and Contractor (A) to update the Approved Working
Drawings as necessary to reflect all changes made to the Approved Working
Drawings during the course of construction, (B) to certify to the best of their
knowledge that the “record-set” of as-built drawings are true and correct, which
certification shall survive the expiration or termination of this Lease, and (C)
to deliver to Landlord four (4) sets of copies of such record set of drawings
within ninety (90) days following issuance of a certificate of occupancy for the
Premises, (ii) Tenant shall deliver to Landlord a copy of all warranties,
guaranties, and operating manuals and information relating to the improvements,
equipment, and systems in the Premises, and (iii) Tenant shall deliver to
Landlord all other Close Out Deliverables (as defined in Section 4.01(c) of the
Lease).


C-2-4 







SECTION 4 -
MISCELLANEOUS 

4.1 Tenant’s Representative. Tenant has designated John Lieu as its sole
representative with respect to the matters set forth in this Tenant Work Letter,
who shall have full authority and responsibility to act on behalf of the Tenant
as required in this Tenant Work Letter. 

4.2 Landlord’s Representative. Landlord has designated Mike DeJohn as its sole
representative with respect to the matters set forth in this Tenant Work Letter,
who, until further notice to Tenant, shall have full authority and
responsibility to act on behalf of the Landlord as required in this Tenant Work
Letter. 

4.3 Time of the Essence in This Tenant Work
Letter. Unless otherwise
indicated, all references herein to a “number of days” shall mean and refer to
calendar days. If any item requiring approval is timely disapproved by Landlord,
the procedure for preparation of the document and approval thereof shall be
repeated until the document is approved by Landlord. 

4.4 Tenant’s Agents. All contractors, subcontractors, laborers,
materialmen, and suppliers retained directly by Tenant shall be from a list of
supplied by Landlord and shall all be union labor in compliance with the then
existing master labor agreements. 

4.5 Bonding. If Landlord elects to require a completion or performance bond in
connection with Tenant’s Work, such bond will be at Tenant’s sole cost and
expense (provided however, that no such bond shall be required by Landlord with
respect to subcontractors).

4.6 Miscellaneous Charges. Tenant’s responsibility for utilities and
Building services during the period following the Commencement Date (including
the period the Tenant Improvement work is in progress) shall be governed by the
Lease. 

4.7 Staging Area. In addition to Tenant’s rights with respect to
storage space as provided for under the Lease, during the period prior to the
Commencement Date, Tenant shall have the right, without the obligation to pay
rent, and Tenant is hereby granted a revocable license therefor, to use a
portion of the seventeenth (17th) floor to be designated by Landlord
for the purposes of storing and staging its furniture and equipment only, but
only to the extent such space in the Building is empty and available for such
use by Tenant, as Landlord shall reasonably determine. With respect to any such
free storage space, Tenant shall be responsible for providing all insurance (as
if the space were a part of the Premises) and for providing any protective
facilities. Tenant shall hold Landlord harmless and shall indemnify Landlord
from and against any and all loss, liability or cost arising out of or in
connection with use of such storage space by Tenant. Tenant shall be obligated
to remove all of the stored materials and its fencing and other facilities
within thirty (30) days after Tenant’s receipt of written notice from
Landlord.

4.8 Move-In Priority. Tenant shall have first (1st) priority use of
the Building’s freight elevators available for Tenant’s use in accordance with
the Lease during the weekends that Tenant moves into the Building, provided that
(i) Tenant has provided Landlord at least one month’s prior written notice of
the applicable weekends, and (ii) in no event shall such priority use be
applicable on more than two (2) weekends in the aggregate.


C-2-5 







SECTION 5 - PAYMENT OF
WORK COSTS; WORK ALLOWANCE 

5.1 Tenant Work Costs. Except for Landlord’s obligation to fund the
Work Allowance, Tenant shall be responsible for all costs and expenses of
whatever nature incurred by Landlord in connection with the performance of
Tenant’s Work, including without limitation (i) all hard and soft costs payable
to the Contractor or any other contractor, subcontractor, construction manager
or vendor to furnish and complete Tenant’s Work, (ii) the cost of filing for and
obtaining all required governmental permits and approvals, the cost of
coordinating Tenant’s Work and Landlord’s Work, (iii) the fees and expenses of
the Architect and Engineers for preparing and certifying the Construction
Drawings, (iv) the cost of periodic inspections, supervision and certifications
by the Architect and the Engineers, (v) the cost of enforcing the obligations of
the Contractor, Architect, Engineers (or any other party engaged in the design,
performance or supervision of the Building Separation Work) under their
respective agreement, (vi) the cost of all Building services provided during the
performance of Tenant’s Work (which shall be charged to Tenant at the applicable
rates provided for in the Lease as if Tenant’s Work were being performed by
Tenant as an Alteration), (vii) the cost of any additional insurance coverage
reasonably required by Landlord in connection with Tenant’s Work, (viii) all out
of pocket costs incurred by Landlord to review the Contract and all other
relevant documents for Tenant’s Work, and (ix) any other out-of-pocket costs
incurred by Landlord in connection with Tenant’s Work (collectively,
“Tenant Work Costs”). Nothing contained in this Tenant Work Letter
shall obligate Landlord to incur any Tenant Work Costs, other than the direct
costs payable to the Contractor under the Contract, it being acknowledged and
agreed that, in lieu of incurring any other Tenant Work Costs which Landlord
would otherwise be obligated or entitled to incur hereunder, Landlord may
require that Tenant (rather than Landlord) execute the applicable contract or
agreement therefor and/or pay such costs directly (in which event Tenant shall
be responsible for such costs and shall indemnify, defend and hold harmless
Landlord from any claims arising from Tenant’s failure to pay same when due, but
same shall not constitute Tenant Work Costs for purposes of the Estimated Cost
Schedule). All Tenant Work Costs (other than those paid through Tenant’s
Requisition Share, hereinafter defined) shall be paid to Landlord within ten
(10) days after delivery to Tenant of an invoice therefor and shall constitute
additional rent under the Lease. 

5.2 Deposit. As a condition to Landlord’s obligation to perform Tenant’s Work and to
execute the Contract, Tenant shall deposit with Landlord, prior to Landlord’s
execution of the Contract, an amount (“Tenant’s Deposit”) equal
to the sum of (x) the Contract Release Price, and (y) 100% of the amount of any
initial deposit or payment required to be made to the Contractor concurrently
with the execution of the Contract. Tenant’s Deposit shall be held by Landlord
in a non-interest bearing account as security for Tenant’s obligations under
this Tenant Work Letter. 

5.3 Payment of Work Allowance and Tenant’s
Deposit.

5.3.1. Landlord agrees to pay to the Contractor or Tenant or any third
party entitled to payment of any Tenant Work Costs, in accordance with, and
subject to, the provisions of this Section 5.3, an amount not
to exceed the lesser of (i) the total amount of Tenant’s Work Costs (including
Soft Costs, as hereinafter defined and subject to the limitations hereinafter
provided), other than the cost of items which constitute Tenant’s Property (as
defined in the Lease) and any other item which constitutes personal property and
which is removable from the Premises on the expiration or sooner termination of
the term of the Lease, and (ii) the Maximum Work Allowance (as hereinafter
defined) (such lesser amount being hereinafter referred to as the
“Work Allowance”), provided that at the time Landlord is otherwise
obligated to make such payment of the Work Allowance or any portion thereof,
Tenant is not in default under the Lease, after receipt of written notice and
the expiration of any applicable cure period. Notwithstanding anything contained
in the Lease or this Tenant Work Letter to the contrary, no more than twenty
(20%) percent of the Work Allowance may be used for architectural, engineering,
space planning, design fees, expediter and inspection fees, fees for all
municipal and other permits, licenses and
approvals and other so-called “soft costs” (all of the foregoing being herein
referred to as the “Soft
Costs”), and then only to the
extent that same are directly related to the Tenant’s Work (as opposed to being
related to furniture, furnishings or other non-”hard cost” items, none of which
shall be paid for, or reimbursed by Landlord). “Maximum Work Allowance” means NINE MILLION ONE HUNDRED SEVENTY-ONE
THOUSAND TWO HUNDRED EIGHTY AND 27/100 ($9,171,280.27) DOLLARS.


C-2-6 







5.3.2. Subject to the
provisions of this Section, Landlord hereby agrees to make periodic payments of
portions of the Work Allowance as Tenant’s Work progresses, in accordance with
the terms and conditions hereinafter set forth (the “Work Allowance Conditions”). Tenant shall submit (or cause its Project
Manager to submit) to Landlord from time to time, but not more often than once
per month, requisitions (each such requisition being herein referred to as a
“Tenant’s Request”) for such periodic payments (each, a
“Periodic Payment”) with respect to the portion of the Tenant’s
Work performed subsequent to the immediately preceding Tenant’s Request, if any,
the form of which Tenant’s Request shall be AIA G702/703, together with the
following (and any additional items required under the Contract): 

	               	(i)	     	a certificate from
      the Architect together with copies of all construction contracts,
      contracts and other agreements for the Soft Cost, change orders and other
      agreements relating to the Tenant’s Work, to the extent same have not been
      theretofore submitted to Landlord;
		 
		(ii)		copies of paid
      receipted invoices from the contractors and subcontractors for portions of
      Tenant’s Work performed through the date of such Tenant’s Request, and
      from the materialmen and suppliers for the materials and supplies supplied
      through the date of such Tenant’s Request;
		 
		(iii)		a certificate from
      the Architect that (1) such portion of the Tenant’s Work has been
      substantially completed in accordance with the Construction Drawings and
      revisions thereto theretofore approved by Landlord; and (2) to the best of
      the Architect’s knowledge, after due inquiry, there are no violations or
      liens pending as a result of such portion of the Tenant’s
  Work;
		 
		(iv)		lien waivers from the
      Contractor, and/or each direct contractor, subcontractor, materialman and
      supplier of (i) Tenant, or (ii) the Contractor, to the extent of the work
      performed and materials and supplies supplied, as applicable, through the
      date of such Tenant’s Request (to the extent not already provided to
      Landlord); and
		 
		(v)		payment to Landlord
      (by wire transfer of immediately available Federal Funds to an account
      which shall be designated by Landlord in writing in advance) an amount
      (“Tenant’s Requisition
      Share”) equal to the
      difference between the Total Requisitioned Amount (hereinafter defined) in
      such Tenant’s Request and the Periodic Payment payable by Landlord with
      respect to such requisition,
      determined as hereinafter provided. If Tenant or its Project Manager fails
      to timely submit a timely requisition in accordance with this section and
      a payment is due to the Contractor under the Contract, Tenant’s
      Requisition Share shall be payable within two (2) business days following
      demand from Landlord. 


C-2-7 







Provided the Work Allowance
Conditions have been, and remain, satisfied, within thirty (30) days after
Landlord’s receipt of Tenant’s Request together with the accompanying
documentation, Landlord shall pay to the Contractor a Periodic Payment. The
amount of each Periodic Payment shall be the product obtained by multiplying (i)
the total allowable Tenant Work Costs (including Soft Costs, subject to the
limitations herein contained) set forth in Tenant's Request therefor (the
“Total Requisitioned
Amount”), by (ii) a fraction (but
not greater than 1) the numerator of which is the Maximum Allowance and the
denominator of which is the estimated aggregate total Tenant Work Costs
(including all Soft Costs in connection therewith), which total costs shall be
based upon the Estimated Cost Schedule as certified by the Architect subject to
Landlord’s reasonable approval for accuracy. Simultaneously with payment of a
Periodic Payment, Landlord shall also pay Tenant’s Requisition Share to the
Contractor. Within thirty (30) days following final completion of Tenant's Work,
submission of a Tenant’s Request accompanied by all Close Out Deliverables,
Landlord shall disburse the lesser of (i) the amount set forth in Tenant’s
Request therefor, or (ii) the remaining unfunded portion of the Maximum Work
Allowance, plus any remaining balance of Tenant’s Deposit then being held by
Landlord. The Contract shall incorporate provisions for payment in accordance
with the requirements and time frames provided for in this Section 5.3.2.


5.3.3. Notwithstanding
anything herein to the contrary, Landlord shall not be obligated to pay any
portion of the Work Allowance for any portion of the Tenant Work unless such
portion of the Tenant’s Work has been performed substantially in compliance with
the applicable provisions of the Lease and this Tenant Work Letter. Landlord
shall have the right from time to time, upon prior written or oral notice to
Tenant, to enter the Premises for the purpose of verifying that such portion of
Tenant’s Work covered by Tenant’s Request has been performed in accordance with
the Tenant’s Plans and revisions thereto theretofore approved by Landlord, or
otherwise to inspect any or all aspects of Tenant’s Work, either by Landlord’s
architect or other professional or by an independent architect retained by
Landlord at Landlord’s sole cost and expense. 

5.3.4 Any portion of the
Work Allowance not properly requested by Tenant within eighteen (18) months
after the Commencement Date shall be deemed forfeited by Tenant (and, to the
extent all Tenant’s Work Costs have not then been fully paid, Tenant shall make
an immediate additional Tenant Deposit to cover the shortfall).

5.3.5 In the event that
Landlord does not fund any installment of the Work Allowance within thirty (30)
days following Tenant’s satisfaction of the applicable conditions under this
Section 5.3 for the disbursement of same, Tenant may give to Landlord (and any
mortgagee to which Tenant has delivered a SNDA) a notice of such failure which
shall contain a legend in not less than 14 point font bold upper case letters
stating “FAILURE TO FUND THE REQUESTED WORK ALLOWANCE IN THE AMOUNT OF $________
IN 30 DAYS SHALL RESULT IN TENANT’S ABILITY, AS FURTHER EXPLAINED IN SECTION
5.3.5 OF THE TENANT WORK LETTER, TO OFFSET SUCH AMOUNT FROM THE BASE RENT”, and
if Landlord does not provide the requested Work Allowance funds within thirty (30) days after Landlord’s receipt of such
notice, and provided Tenant shall have paid the requested amount of the Work
Allowance to the Contractor or other third party entitled to payment of the
applicable Tenant’s Work Costs, then Tenant shall be permitted to offset such
amount against the Base Rent due and owing under the Lease together with
interest at the Interest Rate on a monthly basis until the full amount of the
Work Allowance has been recouped by Tenant; provided, however, that if Landlord
notifies Tenant that Landlord disputes Tenant’s entitlement to the Work
Allowance or such portion thereof, Tenant may not offset any amount on account
thereof unless and until such dispute is finally resolved. Any such disputes
regarding Tenant’s entitlement to the Work Allowance that are not resolved
between the parties within ten (10) days following such notice by Landlord may
be submitted by either party for resolution by arbitration in accordance with
Article 34 of the Lease.

C-2-8 







5.4 Event of Default. In the event (i) Tenant shall fail to make a
payment of Tenant’s Requisition Share or any other Tenant’s Work Costs or other
amounts when due and payable under this Work Letter and such default shall
continue for three (3) Business Days after written notice to Tenant, and (ii)
Tenant shall default in the performance of any other obligation under this Work
Letter and such default shall continue for ten (10) days following written
notice to Tenant, any such event shall constitute an Event of Default under the
Lease. Upon the occurrence of such an Event of Default, or any other Event of
Default under the Lease, without limiting Landlord’s rights and remedies under
the Lease, Landlord shall be entitled to (i) terminate this Tenant Work Letter,
(ii) terminate the Contract and pay all or any portion of Tenant’s Deposit to
Contractor, and/or (iii) to exercise any and all remedies under the Lease
(including terminating the Lease and/or drawing upon the Security Letter).


5.5 Assignment of Rights; Exculpation of Landlord.

5.5.1 Upon completion of
Tenant’s Work and payment by Tenant of all amounts in respect of Tenant’s Work
Costs for which Tenant is liable hereunder and delivery to Landlord of all Close
Out Deliverables, Landlord shall assign to Tenant all rights of Landlord under
the Contract and any separate warranties in respect of Tenant’s Work, whereupon
Landlord shall have no further liability or obligations to Tenant under this
Tenant Work Letter or in respect of Tenant’s Work (except as otherwise expressly
set forth in the Lease).

5.5.2 Tenant acknowledges
and agrees that Landlord will not have any liability for (and the Rent
Commencement Date will not be extended by reason of) (i) any delays caused by
the Contractor or any other party in performing or completing Tenant’s Work for
any reason whatsoever (including force majeure), (ii) any defects in Tenant’s
Work, or (iii) any other acts and omissions of the Contractor or any other third
parties performing Tenant’s Work, and Tenant agrees to release Landlord and all
Landlord Indemnitees from all claims and liability arising out of any of the
matters set forth in this sentence. 

C-2-9 









EXHIBIT
D-1 

Building Rules and
Regulations


     (1) The rights of each tenant in the
entrances, corridors, elevators and escalators servicing the Building are
limited to ingress and egress from such tenant's premises for the tenant and its
employees, licensees and invitees, and no tenant shall use, or permit the use
of, the entrances, corridors, escalators 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 plazas, entrances, corridors, escalators, elevators and other
facilities of the Building by any other tenants. Except as provided in this
Lease, fire exits and stairways are for emergency use only, and they shall not
be used for any other purpose 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, plazas, entrances, corridors, escalators,
elevators, fire exits or stairways of the Building. No showcases or other
articles shall be put in front of or affixed to any part of the exterior of the
Building, nor placed in the halls, corridors or vestibules. 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 deems best for the benefit of the tenants
generally. 

     (2) Landlord may refuse admission to the
Building to any person not known to the attendant in charge or not having a pass
issued by Landlord or the tenant whose premises are to be entered or not
otherwise properly identified or registered, and may require all persons
admitted to or leaving the Building to register and provide appropriate
identification. Tenant shall be responsible for all persons for whom it issues
any such pass or who it so registers and shall be liable to Landlord for all
acts or omissions of such persons. Any person whose presence in the Building at
any time shall, in the reasonable judgment of Landlord, be prejudicial to the
safety, character, reputation or interests of the Building or of its tenants may
be denied access to the Building or may be ejected therefrom. In case of
invasion, riot, public excitement or other commotion, 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. Landlord reserves the right to inspect all packages and other objects
to be brought into the Building and to exclude from the Building all packages
and other objects which violate any of these Rules and Regulations or this
Lease. Landlord may require any person leaving the Building with any package or
other object to exhibit a pass, listing such package or other object, from the
tenant from whose premises the package or object is being removed, but the
establishment and enforcement of such requirement shall not impose any
responsibility on Landlord for the protection of any tenant against the removal
of property from the premises of such tenant. Landlord shall, in no way, be
liable to any tenant for damages 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. Canvassing, soliciting or peddling in the Building
is prohibited and each tenant shall cooperate to prevent the same. 

     (3) No tenant shall obtain or accept for
use in its premises ice, drinking water, food, beverage, towel, barbering, boot
blacking, floor polishing, lighting maintenance, cleaning or other similar
services from any persons not approved by Landlord in writing to furnish such
services, which approval will not be unreasonably withheld, delayed or
conditioned. Such services shall be furnished only at such hours, in such places
within the tenant's premises and under such
reasonable regulations as may be determined by Landlord from time to time. The
first sentence of this Rule and Regulation is not intended to require Tenant to
obtain approval of the food and beverage vendors from whom Tenant, its employees
or business invitees may, from time to time, order meals or catered events in
the Premises, provided such vendors follow the reasonable directions of Landlord
in connection with accessing the Premises and provided further that a vendor
that is catering an event in the Premises complies with the reasonable insurance
requirements imposed by Landlord from time to time. 







     (4) Except as otherwise provided in this
Lease and Exhibit M,, no lettering, sign, advertisement, notice or object shall
be displayed outside the tenant's premises (including in or on the exterior
windows or doors), or on the outside of any tenant's premises, or at any point
inside any tenant's premises where the same might be visible outside of such
premises, except that the name of the tenant may be displayed on the entrance
door of the tenant's premises, and in the elevator lobbies of the floors which
are occupied entirely by any tenant, subject to the approval of Landlord as to
the size, colors, dimensions, materials, finishes and method of attachment of
such display. The inscription of the name of the tenant on the door of the
tenant's premises shall be done by Landlord at the expense of the tenant.
Listing of the name of the tenant on the directory boards in the Building shall
be done by Landlord at its expense; any other listings shall be in the
discretion of Landlord. In the event of the violation of the foregoing by any
tenant, Landlord may remove the same without any liability, and may charge the
expense incurred in such removal to the tenant violating this rule. 

     (5) No awnings or other projections shall
be attached to the outside walls, windows or any other portion of the Building.
No curtains, blinds, shades or screens which are different from the standards
adopted by Landlord for the Building shall be attached to or hung in, or used in
connection with, any exterior window or door of the premises of any tenant,
without the prior written consent of Landlord. Such curtains, blinds, shades or
screens must be of a quality, type, design and color, and attached in the manner
approved by Landlord, which approval shall not be unreasonably withheld.
Linoleum, tile or other floor coverings shall be laid in a tenant's premises
only in a manner approved by Landlord. 

     (6) The sashes, sash doors, skylights,
windows and doors that reflect or admit light and air into the tenant's premises
or into the halls, passageways or other public places in the Building shall not
be covered or obstructed by any tenant, nor shall any bottles, parcels or other
articles be placed on the window sills or on the peripheral air conditioning or
heating enclosures, if any. All windows of the tenant's premises shall remain
closed at all times. 

     (7) No vehicles or animals of any kind
shall be brought into or kept in or about the tenant's premises or the Building,
except for guide and other service dogs. Bicycles may be brought into the
Premises only through the Building entrances designated by Landlord and only
brought to the Premises via the Freight Elevators. 

     (8) The Landlord shall have the right to
prescribe the weight and position of safes and other objects of excessive
weight, and no safe or other object whose weight exceeds the lawful load for the
area upon which it would stand shall be brought into or kept upon a tenant's
premises. If, in the reasonable judgment of Landlord, it is necessary to
distribute the concentrated weight of any heavy object, the work involved in
such distribution shall be done at the expense of Tenant and in such manner as
Landlord shall reasonably determine. The moving, removal, or the carrying in or
out of any safes, freight, furniture, packages, boxes, crates or any other
object or matter of any description must take place during such hours and in
such elevators, in such manner as Landlord or its agent may reasonably determine
from time to time, and upon previous notice
to Landlord. All persons employed to move any of the foregoing shall be
reasonably acceptable to Landlord and, if so required by applicable
Requirements, shall hold a Master Rigger's license. Freight, furniture, business
equipment, merchandise and bulky matter of any description shall be delivered to
and removed from the premises only in the freight elevators and through the
service entrances and corridors, and only during hours and in a manner approved
by Landlord. Arrangements will be made by Landlord with any tenant for moving
large quantities of furniture and equipment into or out of the Building.








     (9) No machines or mechanical equipment
of any kind, other than computers, copiers, scanners, faxes, and other typical
business machines, may be installed or operated in any tenant's premises without
Landlord's prior written consent, which will not be unreasonably withheld,
conditioned or delayed, and in no case (even where the same are of a type so
excepted or as so consented to by Landlord) shall any machines or mechanical
equipment be so placed or operated as to disturb other tenants but machines and
mechanical equipment which may be permitted to be installed and used in a
tenant's premises shall be so equipped, installed and maintained by such tenant
as to prevent any disturbing noise, vibration or electrical or other
interference from being transmitted from such premises to any other area of the
Building. 

     (10) No noise, including music or the
playing of any musical instruments, radio or television, which, in the
reasonable judgment of Landlord, disturbs other tenants in the Building, shall
be made or permitted by any tenant. 

     (11) No tenant shall cause or permit any
unusual or objectionable fumes, vapors or odors to emanate from its premises
which would annoy other tenants or occupants of the Building or create a public
or private nuisance. No cooking shall be done in the tenant's premises, except
as may otherwise be expressly approved by Landlord or permitted in such tenant's
lease. 

     (12) If a tenant's premises is or becomes
infested with rats, mice, insects and other vermin as a result of the use or any
misuse or neglect by tenant, a subtenant or any of their respective agents,
employees, visitors or licensees, such tenant shall at its expense cause the
same to be exterminated from time to time to the reasonable satisfaction of
Landlord and shall employ such exterminators and such exterminating company or
companies as shall be designated by Landlord or, if none is so designated, as
reasonably approved by Landlord. 

     (13) Nothing shall be done or permitted
in any tenant's premises, and nothing shall be brought into or kept in any
tenant's premises, which would impair or interfere with, beyond a
de minimis extent, any of the Building services or the
proper and economic heating, cleaning or other servicing of the Building or the
premises, or the use or enjoyment by any other tenant of any other premises, nor
shall there be installed by any tenant any ventilating, air conditioning,
electrical or other equipment of any kind which, in the reasonable judgment of
Landlord, might cause any such impairment or interference. No dangerous,
inflammable, hazardous, combustible or explosive substance or material,
including gases and liquids, shall be brought into the Building by any tenant,
or any tenant's contractors, employees or agents, or with the permission of any
tenant, except that Tenant may use and store in the Premises limited quantities
of substances reasonably necessary in the ordinary operation and maintenance of
office equipment and permitted business operations, provided such substances are
used and stored within the Premises, in accordance with all applicable
Requirements. 







     (14) No tenant shall occupy or permit any
portion of its premises to be occupied as an office for a public stenographer or
public typist, or for the possession, storage, manufacture, or sale of liquor,
narcotics, dope, tobacco in any form, or as a barber, beauty or manicure shop,
or as a school. No tenant shall use, or permit its premises or any part thereof
to be used, for manufacturing, or the sale at retail or auction of merchandise,
goods or property of any kind. 

     (15) Landlord shall have the right to
prohibit any advertising or identifying sign naming Landlord or the Building by
any tenant which, in Landlord's reasonable judgment, tends to impair the
reputation of the Building or its desirability as a building for others, and
upon written notice from Landlord, such tenant shall refrain from and
discontinue such advertising or identifying sign. 

     (16) No acids, vapors, paper towels 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 water and wash
closets and other plumbing fixtures in or serving any tenant's premises shall
not be used for any purpose other than the purposes 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. Any cuspidors or
containers or receptacles used as such in the premises of any tenant, or for
garbage or similar refuse, shall be emptied, cared for and cleaned by and at the
expense of such tenant. 

     (17) Additional locks or bolts of any
kind which shall not be operable by the Grand Master Key for the Building shall
not be placed upon any of the doors or windows by any tenant except for Tenant’s
secure areas, nor shall any changes be made in locks or the mechanism thereof
which shall make such locks inoperable by said Grand Master Key except for
Tenant’s secure areas. Additional keys for a tenant's premises and toilet rooms
shall be procured only from Landlord who may make a reasonable charge therefor.
Each tenant shall, upon the termination of its tenancy, turn over to Landlord
all keys of stores, offices and toilet rooms, either furnished to, or otherwise
procured by, such tenant, and in the event of the loss of any keys furnished by
Landlord, such tenant shall pay to Landlord the cost thereof. 

     (18) All entrance doors in each tenant's
premises shall be left locked and all windows shall be left closed by the tenant
when the tenant's premises are not in use. Entrance doors shall not be left open
at any time. Each tenant, before closing and leaving its premises at any time,
shall turn out all lights. 

     (19) Hand trucks not equipped with rubber
tires and side guards shall not be used within the Building. 

     (20) All windows in each tenant's
premises shall be kept closed and all blinds therein, if any, above the ground
floor shall be lowered 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, subject to the last sentence of Section
17.04 of the Lease. If Landlord shall elect to install any energy saving film on
the windows of the Premises or to install energy saving windows in place of the
present windows, tenant shall cooperate with the reasonable requirements of
Landlord in connection with such installation and thereafter the maintenance and
replacement of the film and/or windows and permit Landlord to have access to the
tenant's premises at reasonable times to perform such work. 







     (21) Landlord, its contractors, and their
respective employees shall have the right to use, without charge therefor, all
light, power and water in the premises of any tenant while cleaning or making
repairs or alterations in the premises of such tenant. 

     (22) No premises of any tenant shall be
used for lodging of sleeping or for any immoral or illegal purpose. 

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

     (24) To the extent there is a conflict
between the provisions contained in this Exhibit and the other provisions of
this Lease, the other provisions of the Lease shall govern and control.


     (25) The Landlord reserves the right to
rescind, alter or waive any rule or regulation at any time prescribed for the
Building when, in its judgment, it deems it necessary, desirable or proper for
its best interest and for the best interests of the tenants, and no alteration
or waiver of any rule or regulation in favor of one tenant shall operate as an
alteration or waiver in favor of any other tenant. The Landlord shall not be
responsible to any tenant for the non-observance or violation by any other
tenant of any of the rules and regulations at any time prescribed for the
Building; however, Landlord shall operate the Building as a First Class Office
Building at all times. In the event of any conflict between these Rules and
Regulations and any other provisions of the Lease, the provisions of the Lease
will control. 







EXHIBIT
D-2 

Alterations Rules and
Regulations


     1. To the extent there is a conflict
between the provisions contained in this Exhibit and the other provisions of
this Lease, the other provisions of the Lease shall govern and control.


     2. The passenger cars are for the use
building occupants and visitors. All construction personnel must use the service
cars; all service personnel (whether tenant's or outside vendor) must use the
service cars only for transport of carts, dollies, ladders or any materials.


     3. All requirements for interruption of
services (e.g., HVAC, water, fire systems, etc.) must be thoroughly reviewed and
coordinated with Landlord/Manager, giving prior notice as is reasonable under
the circumstances to Landlord/Manager to properly schedule the interruption of
services. 

     4. Landlord/Manager reserves the right to
immediately stop any work in the event that the Contractor or Subcontractors
fail to comply with any of the House Rules or, if the work activity of the
Contractor or Subcontractors may adversely affect the conduct of the
Landlord/Manager business operations. 

     5. Extinguish all lighting as soon as
practical after completion. 

     6. The Contractor is responsible for all
keys issued to the Contractor's employees. All keys will be turned in with the
access card at the place of issue or wherever designated by Landlord/Manager.
The following rules always apply: 

          A.
Notification of
Loss - All recipients of keys
and access cards must notify
Landlord/Manager immediately of any lost keys and/or access cards assigned to
them. 

          B.
Duplication - Duplication of keys issued is prohibited and
any duplicate keys must be acquired through Landlord/Manager only. 

          C.
Misuse - Recipients must retain possession of the keys
at all times while at work and not loan keys to other persons. Failure to comply
could result in the removal of the employee from the building. 

SECURITY 

     1. The Landlord/Manager will issue to
vendors/contractors building identification passes valid for six months, daily,
or as required. All passes are to be returned upon completion of the project.
Requests for additional passes from Landlord/Manager must be requested in
writing to Landlord/Manager. 

     2. Alternatively, the vendors/contractors
may be required to sign-in daily and to otherwise schedule access at least 24
hours in advance. 

     3. No equipment or materials may be
removed from the building without a Building Pass signed by an authorized
representative of Landlord/Manager; the pass must identify the serial number of any equipment to be removed from
the Building. Building passes are available from Landlord/Manager in the
Building Office. 







DELIVERIES AND STORAGE
OF MATERIALS AND EQUIPMENT: 

     1. All deliveries are to be made through
the loading dock and or freight entrance. No deliveries are to be made through
the main entrance. All materials and equipment delivered to the Building are the
responsibility of the tenant or its Contractors and not of the Landlord/Manager.
Tenant and Contractors must take all precautions, including posting of security
guards, to ensure proper protection is provided. 

     2. Construction deliveries must be
scheduled either before or after normal business hours unless such deliveries
can be made during normal business hours without interference with or
inconvenience to Landlord/Manager or the tenants or other licensees of the
Building. Major deliveries (defined as larger than one full trip) shall be
scheduled after hours for dedicated use. 

     3. The freight elevator cars may be used
in common with tenants or other licensees during normal business hours; the
freight elevator is not available for exclusive use during such times. After
hours usage of freight elevator service may be arranged at least 24 hours in
advance, at the Building's prevailing rates for such service. Tenant or tenant
contractor to fill out building freight reservation form for all bookings.


CONSTRUCTION


     1. Any changes (other than de minimis
changes) to the approved Tenant's Plans must be reviewed and approved by
Landlord/Manager before it may proceed. 

     2. No contractor or subcontractor may
work in the Building without prior authorization from Landlord/Manager. Such
authorization shall not be unreasonably withheld, conditioned or delayed and
should be arranged, at least 24 hours in advance by Tenant or its
representative, not by the Contractor directly, in accordance with the following
procedure: 

          A. A memo
containing the following information is to be approved by Building Services and
sent to Security. 

              
i. Name of contractor. 

              
ii. Names of all staff or number of staff if names are not known
(all will be required to sign-in). 

              
iii. Name of supervisor who will be on site at all times. 

              
iv. Times, dates, location (as exact as possible, including room number
if applicable) and description of work. 

              
v. Access to building systems if required (i.e.: sprinkler drain down,
access to communication, electrical or security closets). 

              
vi. Name and emergency number of tenant's Project Manager responsible for
the work. 







          B. Weekend
work requests must be delivered by Licensee and received by Landlord/Manager NO
LATER THAN 12:00 P.M. on Friday or the work will not be allowed to proceed.
Tenant's Project Manager will deliver the work requests to Landlord/Manager.


          C. Where
contractor's work involves an interruption of services, prior notice as is
reasonable under the circumstances must be provided to Landlord/Manager to
minimize impact on Landlord/Manager's operations and services to other tenants.
Tenant or tenant representative should always schedule interruption in services
to provide Landlord/Manager adequate time to schedule the interruptions in
services with other tenants in the building. When contractor's work involves
critical systems [e.g., data centers, Uninterrupted Power System (UPS),
Emergency Power System (EPS), etc.] or require a drain down, the Project Manager
should notify Landlord/Manager as soon as possible. 

     3. Construction activity may not
interfere with or inconvenience Landlord/Manager or the tenants or other
occupants of the Building. 

     4. All outside personnel are expected to
conduct themselves in accordance with building regulations. The contractor shall
be deemed responsible for all activities of his employees anywhere within the
Building. Further, the Contractor will immediately remove from the Building any
personnel the Landlord/Manager requests to have removed. 

     5. It is the Contractor's responsibility
to provide protective covering for all building finishes in the area of
construction and any other areas where it may be required to protect such
finishes from material deliveries. Finishes shall include but not be limited to
the following: carpeting, wood trim, metal trim, glass doors, ceramic tiles,
metal counter tops, et cetera, and any other finished surface including
concrete. Any damage to building finishes caused by the Contractor shall be
repaired or replaced at the discretion of Landlord/Manager, at the expense of
the Contractor. 

     6. It is the contractor's responsibility
to provide suitable protection and site safety signage wherever it is deemed
necessary by Landlord/Manager. 

     7. Construction debris must be removed
from the building promptly, and must not be allowed to accumulate on the loading
dock or at the truck entrance. No stacking of containers on the sidewalk
allowed. 

     8. A contractor who begins a job will be
held responsible for the total completion of that job. An electrical project,
for example, will not be considered complete until all removed carpet and
ceiling tiles have been replaced and all site clean-up has been done. Any follow
up work that has to be done will be back-charged to the project/contractor.


     9. Any approved work to be done on a fire
system (e.g., sprinkler, Class E, etc.) must first be coordinated with the
Building Office and Fire Command Station, each day, before the work activity
commences. 

     10. Any work to be done in an area in
which smoke or heat detection devices are contained must first be coordinated
with the Building Office and Fire Command Station, each day, before the work
activity commences. 

     11. No storage or staging of equipment
and/or materials is permitted without the prior permission of Landlord/Manager.
Equipment and material improperly stored will be removed without notice to the contractor. In no event are
stairways, landings or service elevator lobbies to be used for storage and/or
staging. 







     12. The Contractor is responsible for all
housekeeping and cleaning on a daily basis (or more frequently, if needed). If
the cleaning is not deemed adequate, Landlord/Manager may elect to provide same,
at Tenant's cost and expense. In the event that failure to properly maintain the
cleanliness of the site, in the reasonable judgment of the Landlord/Manager,
poses a potential safety risk, Landlord/Manager may elect to perform such
cleaning without prior notice at Tenant's sole cost and expense. 

     13. Temporary light and power will be
provided by the Contractor where deemed necessary, subject to the prior approval
of Landlord/Manager. All such temporary power and light will be removed as soon
as deemed practical and all finishes restored to the condition existing prior to
such temporary installations. 

     14. Work done on Mechanical and
Electrical systems may require standby coverage by operating personnel which
will require advance coordination with Landlord/Manager. Any standby coverage
shall be at Tenant's sole cost and expense. 

FIRE SAFETY RULES


     1. No fire system (e.g., sprinklers,
standpipe, smoke/heat detectors, manual pull stations, or the like) is to be
removed, installed or altered without the prior approval of Landlord/Manager.


     2. Whenever a fire system is to be
disabled, a minimum of 24 hours prior
notice must be given to Landlord/Manager. Once the system is disabled, the
contractor must provide a fire watch continuously in the affected area(s),
including any materials or equipment required to support the fire watch.


     3. Burning/Welding operations:


          A. Minimum
48 hour notice to Landlord/Manager. No burning may take place during normal
business hours 8:00 AM to 6:00 PM without prior notice to Landlord/Manager and
the posting of a fire watch during the performance thereof. 

          B.
Certification of Fitness must be presented to Landlord/Manager.


          C. Adequate
protection must be provided to protect surrounding areas.


          D. All combustibles
must be removed from the area by Contractor. 

          E. A
minimum of one (1) 21⁄2 gallon water-type fire extinguisher will be kept at hand
at all times. 

          F. All
cracks or openings in floors will be safely covered or sealed. 

          G. No work
activity will commence until the area is examined by the Fire Safety Director.








     4. In the event of a fire: 

          A. Call
911. 

          B. Use a
telephone to call Fire Command Station @ 1.212.448.1269; or,

          C. Pull
nearest manual pull station. 

     5. The Contractor is responsible for
being knowledgeable of all applicable code
requirements and for strict compliance with same. 

     6. Where slab penetrations are made, the
contractor will install temporary fire safeing (material to be specified by
Landlord/Manager) at the end of each workday. 

SUPERVISION


     1. Tenant or tenant's contractor will
provide adequate supervisory staff to discharge its responsibilities hereunder.
Tenant recognizes the importance of such supervision in the event of emergencies
that may arise during the term of the work. Accordingly, Tenant has identified
three (3) employees, who can be readily contacted in the event of an emergency,
as follows: 

Name  Office Phone  Home Phone  Cellular 

STANDBY & OVERTIME


     1. Tenant may request work to be done
outside of normal business hours and Landlord/Manager may accommodate such
requests; however, Tenant shall pay all actual costs and expenses incurred by
Landlord/Manager for such overtime personnel and equipment as Landlord/Manager
deems reasonably necessary to accommodate such work, including costs and
expenses incurred for standby staff coverage. In all such instances, Tenant will
pay as additional rent all costs and expenses incurred by Landlord/Manager for
such overtime personnel, equipment and standby labor. 

TESTING 

     1. In such instances where Tenant
installs mechanical, electrical, electronic or other operating systems,
Landlord/Manager reserves the right to require the Tenant to arrange for
full-function and/or full-load testing of such systems to ensure operational
integrity and reliability, except and to the extent Landlord/Manager approves
the testing thereof described in the approved Tenant's Plans. Before commencing
the any work hereunder, Tenant may request a meeting with Landlord/Manager
and/or Landlord/Manager's Architect and/or Engineer to review the testing
requirements applicable to the Work involved. 

STANDARDS


     1. All equipment, devices, controls and
the like to be installed as part of the work will be compatible with such
existing equipment, devices, controls and the like, so as to minimize the need
for spare parts. To the extent provided in the approved Tenant's Plans, the
systems shall be monitored by the Building Management System and connected
thereto by Tenant at its sole cost and expense. 

Agreed & Accepted for
Contractor: 

	Contractor Name:	     		
	 	
	By:			(Print)
				(Sign)
	Title:			
	Date:			






 




Power Wiring
Standards
For Tenant's Electrical Contractor 

Wire Identification


     1. At the electrical panel, wire must be
tagged with identification of grid address for a general purpose outlet (e.g.,
convenience or appliance outlet) or location if for a specific device (e.g., fan
coil or photocopier); tag all wire with identification name and number.


     2. At the device, outlet must be tagged
identification of panel location and pole position for termination panel.


     3. Use building standard wire markers
only. For example, "the standard marker is Thomas & Betts roll marker,
WPR-12A type 60, and T&B printer, Cat. No. WD-25P". 

     4. Landlord/Manager reserves the right to
designate a "house electrician" to perform all wire termination in electric
panels. In such an event, the contractor will perform all work up to the
electric panel in the electric closet, as indicated for termination by the
"house electrician". 

Wire & Conduit
Standards 

     1. Phase conductors are not to be spliced
unless specifically approved by Landlord/Manager; accordingly, splice boxes are
not permitted. 

     2. Neutral conductors may be spliced
where a common neutral is to be utilized but there may not be more than three
phase conductors per common neutral. Common neutral conductor must be at least
one size larger than phase conductors; for example, three #12 phase conductors
require a minimum #10 neutral conductor. 

     3. All wire splices must be made with an
appropriately sized wire nut, no other splice method is permitted. All wire nuts
must be wrapped with electrical tape (2-1/2 turns) rated at 600 volts minimum
for all wiring at 220 volts or less; follow manufacturer's recommendations for
electrical tape voltage ratings for wire capacities above 220 volts. 

     4. Pull boxes are permitted, as allowed
by local code and as shown on approved drawings. 

     5. EMT may be used in compliance with all
applicable legal requirements. 

     6. Weatherproof enclosures & fittings
must be used for all exterior installations or in interior areas where water
piping is present. 

     7. No boxes may be mounted directly to
slab; boxes must be mounted on 1-5/8" unistrut, same for conduits. 

     8. Greenfield connectors to floor box may
be longer than 2 meters long. 

     9. All circuits must be provided with a
conducted ground (earth) to the originating electrical panel; low voltage (120
volts or less) ground is green, high voltage ground is green with stripe. Whenever a common neutral is
permitted, a common ground conductor may also be utilized so long as all phase
conductors are common to both neutral and ground. 







Demolition


     1. Remove all disconnected conductors -
do not abandon in place. 

     2. Remove all unused conduits - do not
abandon in place 

     3. Plug any openings in electrical panels
resulting from removal of conduit. 

     4. Pasers may be used for circuit tracing
during business hours, if scheduled in advance with Landlord/Manager.


     5. All demolition can be performed
without interference with or inconvenience to Landlord/Manager or the tenants or
other occupants of the Building. All areas, which will be affected, must be
identified to Landlord/Manager and temporary power provided to occupied areas,
as deemed necessary. 

No work may proceed without
prior approval of drawings by the responsible entities and a review and
coordination meeting with Landlord/Manager personnel. In all instances,
Contractor is responsible for knowledge of and compliance with all applicable
codes and for strict compliance with such codes and building standards for doing
such work. Contractor acknowledges that it has received, reviewed and
understands all of its obligations for doing work in the property managed by
Landlord/Manager. 

Agree & Accepted:


	Contractor Name:	     		
	 	
	By:			(Print)
				(Sign)
	Title:			
	Date:			









EXHIBIT E 

Transfer Restrictions


Pursuant to Section 9.16 of
the Lease, Tenant covenants not to assign, sublease, license or otherwise
transfer the Premises (or any portion thereof) to any Sony Competitor. As used
in this Lease, the term “Sony Competitors” means (i) the entities listed below
(as such list may be modified from time to time as hereinafter provided), and
(ii) any “affiliates” of any entity listed below (as such list may be modified
from time to time as hereinafter provided). For purposes of this Exhibit E, “affiliate” means an entity that controls, is controlled by or is under
common control with, the entity in question, and the word “control” (including
the derivations of the word “control,” such as “controlling”, “controlled by” or
“under common control with” or words of like import) means: (x) ownership of
more than 50% of the outstanding voting shares of a corporation or more than 50%
of the beneficial interests of any other entity and (y) the ability to
effectively control or direct the management decisions of such corporation or
entity. 

Sony Competitors:


	       	1.	       	Apple
		2.		Microsoft (and its affiliates or divisions
      Xbox and Nokia)
		3.		Samsung
		4.		Universal Music
		5.		Warner Music


In addition, the following
companies shall be deemed to be included in the list of Sony Competitors if and
for so long as any portion of the Premises is at any time serviced by elevator
bank “D” in the Building, provided that the foregoing shall not preclude the
subletting or licensing, to the extent otherwise permitted under this Lease, to
any such entity listed below of any space within the Premises which is not
serviced by elevator bank “D”:

	       	1.	       	CBS
		2.		Comcast (and its
      affiliates NBC and Universal)
		3.		Fox
		4.		Lenovo (and its
      affiliate Motorola)
		5.		LG
		6.		Nintendo
		7.		Viacom (and its
      affiliate Paramount)
		8.		Vizio
		9.		Walt
  Disney
		10.		Warner
    Brothers


Changes to Sony
Competitors: 

Landlord shall have the
right to periodically modify the above lists of Sony Competitors to reflect
changes to the corresponding lists of Sony Competitors permitted under the Sony
Lease, each such change to be effective immediately upon written notice thereof
given by Landlord to Tenant. 

Notwithstanding the
foregoing, if Tenant shall be acquired by a Sony Competitor in a transaction for
which Landlord’s consent is not required under this Lease, the continued
occupancy by Tenant of the Premises following such acquisition will not violate
the provisions of this Exhibit
E. 







EXHIBIT F 

Prohibited Uses


(a) Non-Retail. 

     1. Other than uses permitted under this
Lease with respect to the Retail Premises, any retail use or purpose, it being
agreed that for the purposes of this Lease, the term “retail” shall refer to a
business whose primary patronage are customers visiting the Premises in person;


     2. Other than the uses permitted under
this Lease with respect to the Retail Premises, (i) the business of photographic
reproductions or offset printing except if incidental to an occupant’s or
tenant’s business; (ii) a school or classroom, except if incidental to the
conduct of an occupant’s or a tenant’s business; (iii) conduct of an auction,
except for the liquidation sale of the property of any occupant or tenant or as
a comparable part of such other tenant’s or occupant’s business similar to the
exclusion contained in clause (ix) of subparagraph (b), below; (iv) gambling
activities; (v) assembly of the public purposes except if incidental to the
conduct of an occupant’s or a tenant’s business; (vi) a messenger service
business other than incidental to the conduct of an occupant’s or a tenant’s
business; (vii) a barber shop, except for the incidental use for “in-house”
facilities for any occupant or tenant; (viii) an employment or placement agency
other than as an executive search firm; (ix) a personal loan or check-cashing
business, except as part of the business of a bank, trust company or savings and
loan association; (x) gambling or gaming activities, including New York City
Off-Track Betting or any other governmentally sponsored betting activity, other
than incidental sales of legally conducted lotteries as part of a newsstand;
(xi) a video or other game arcade; (xii) “T-Shirt only” stores; and/or (xiii)
for medical, dental, or psychiatric offices or for the providing of any
therapeutic services, other than the incidental use for “in-house” medical
facilities for any occupant or tenant. 

(b) Retail Premises


     1. an employment or placement agency
other than as an executive search firm; 

     2. a personal loan or check-cashing
business, except as part of the business of a bank, trust company or savings and
loan association.

     3. gambling or gaming activities,
including New York City Off-Track Betting or any other governmentally sponsored
betting activity, other than incidental sales of legally conducted lotteries as
part of a newsstand; 

     4. a school or classroom, except as may
be incidental to a permitted use; 

     5. the conduct of a public auction,
except as may be conducted by a tenant which is a high-class auction house
(e.g., Christie’s and Sotheby’s) or which is for the liquidation sale of the
property of any occupant or tenant; 

     6. a video or other game arcade (but
expressly excluding the use of video games for display and demonstration
purposes in a retail store selling audio/visual equipment); 

     7. “T-Shirt only” stores; 







     8. the sale or display of pornographic or
obscene material, or the use of such space for the conduct of any obscene, nude,
or semi-nude live performances, nude modeling, as a so-called rubber goods
store, or as a sex club of any sort, or as a “massage parlor”, or for any
similar or related purpose; 

     9. the rendition of medical, dental,
psychiatric, psychological, or therapeutic services, but the provision of spa
services (including as an incident to a gym or health club) shall be permitted;


     10. any “fast food” use, which shall be
defined as having a limited menu of precooked meals that shall be wrapped in
paper or boxes and sold to patrons in paper bags, disposable containers and/or
on plastic trays (such as a “McDonald’s”, “Burger King”, “Dunkin Donuts”,
“Wendy’s” or “Ranch One Chicken”), it being agreed that (A) the failure of a
restaurant to provide waiter or waitress service or tablecloth dining shall not
automatically be deemed to constitute “fast food”, (B) the existence of
cafeteria type dining shall not automatically be deemed to constitute “fast
food” and (C) a restaurant such as “Starbucks”, “Pret A Manger”, “Cosi”, “Au Bon
Pain” and other restaurants that are upscale, high-quality and (in the
reasonable discretion of Landlord) not detrimental to the reputation or image of
the Building as a First Class Office Building shall be deemed to not
constitute “fast food” nothing in this subsection 11 shall limit "fast food"
sales from the Retail Premises to Tenant's employees and invitees so long as
such use is conducted as an Ancillary Permitted Use rather than as a Retail Use,
e.g., from an employee cafeteria, not a retail store open to the
public); and 

     11. any of the following uses: (A) a pool
hall, (B) a bowling alley, amusement arcade or other business deriving income
from coin operated games, a shooting gallery or the use of any type of video
game, slot machine, pinball machines or related equipment, (C) check cashing,
(D) a dating or escort service, (E) discount stores, (F) a night club, cabaret,
ballroom, dance hall or discotheque, (G) a flea market or second hand business,
(H) a funeral parlor or chapel, (I) a gypsy, fortune teller, palm reader or card
reader, (J) the offices of a labor union, (K) a liquor store or wine shop, (L) a
pawn shop, (M) a pet shop, (N) stereos, hi-fi, television, camera or video
equipment sales (except that upscale electronics stores such as “Sony” are
permitted), (O) storage (other than ancillary to a permitted retail use), and
(P) the sale of ice cream, confectionery, candy or baked goods (except for
restaurants permitted under clause (x) hereof and except that stores such as
“Godiva”, “Magnolia Bakery”, “Crumbs Bake Shop”, “Pinkberry Yogurt”, “16
Handles” and other similar stores that are upscale and high-quality are also
permitted) (nothing in this subsection 12 shall limit the sale
of ice cream confectionery, candy or baked goods from the Retail Premises to
Tenant's employees and invitees so long as such use is conducted as an Ancillary
Permitted Use rather than as a Retail Use, e.g., from an employee cafeteria, not
a retail store open to the public).

     12. the offices or business of a
governmental or quasi-governmental bureau, department or agency, foreign or
domestic, including an autonomous governmental corporation or diplomatic or
trade mission, and 

     13. leases to any of UBS, Deutsche Bank,
Goldman Sachs, Morgan Stanley, Barclays, Morgan Chase, Citigroup, and Bank of
America or any retail stock brokerage by a brokerage firm that is a member of
the New York Stock Exchange or any other major stock exchange or any entity that
is in the financial services industry. 









(c) Entire Premises


     1. As a mailing address or telephone
answering service; 

     2. Fundraising or solicitation for other
purposes by means of telephone “bank” calls or a telephone call center;


     3. An employment or placement agency
other than as an executive search firm; 

     4. A school or classroom, learning
center, studying center or vocational training center except as may be
incidental to a permitted use; 

     5. Athletic facilities including a
tanning, health, exercise and/or racquet club or spa, gymnasium or other sports
or recreational activity facility (other than a fitness center for Tenant’s own
employees); 

     6. The conduct of a public auction,
except as may be conducted by a tenant which is a high-class auction house
(e.g., Christie’s and Sotheby’s) or which is for the liquidation sale of the
property of any occupant or tenant; 

     7. A real estate sales or rental office;


     8. A diagnostic or treatment medical,
dental, psychiatric, psychological or veterinary center or office, or for the
practice of medicine, dentistry, psychiatry, psychology or veterinary medicine
or for the performance of any procedures (surgical other or otherwise) or for
the treatment of patients; 

     9. The rendition of medical, dental,
psychiatric, psychological, veterinary, scientific laboratories or therapeutic
services, but the provision of spa services (including as an incident to a gym
or health club) shall be permitted; 

     10. A narcotics, alcohol or substance
abuse rehabilitation clinic or for the treatment of any narcotic addiction,
alcoholism or substance abuse; 

     11. A mental health clinic, a sex therapy
clinic, a public health clinic, a parenting, fertility or abortion clinic, or
any similar clinic or center; 

     12. A messenger service (provided that a
messenger center related to the use of the Office premises as an Ancillary
Permitted Use shall be permitted); 

     13. A day care center (other than a day
care center for Tenant’s own employees); 

     14. Gambling or gaming, including,
without limitation, an Off-Track betting, sports gambling, casino gambling or
similar establishment, carnival or amusement park; gambling or gaming
activities, including New York City Off-Track Betting or any other
governmentally sponsored betting activity, other than incidental sales of
legally conducted lotteries as part of a newsstand; 

     15. Residential uses including hotels,
motels, living quarters, apartments and lodging rooms; 

     16. Manufacturing; 







     17. Office, store, reading room,
headquarters, center or other facility devoted or opposed to the promotion,
advancement, representation, purpose or benefit of: (a) any political party,
political movement or political candidate, (b) any religion, religious group or
religious denomination, or (c) any domestic or foreign government (other than
incidental use by revocable license for a de minimis amount of un-demised space
with respect to clauses (a) and (b) only, strictly as ancillary and related to a
Permitted Use); 

     18. Tax exempt or charitable,
educational, religious, union or other not-for-profit uses government (other
than incidental use by revocable license for a de minimis amount of un-demised
space only, strictly as ancillary and related to a Permitted Use); 

     19. T-Shirt only” stores; 

     20. The sale or display of pornographic
or obscene material, or the use of such space for the conduct of any obscene,
nude, or semi-nude live performances, nude modeling, as a so-called rubber goods
store, or as a sex club of any sort, or as a “massage parlor”, or for any
similar or related purpose; 

     21. A pool hall; 

     22. A bowling alley; 

     23. A dance hall or discotheque;


     24. Storage (other than ancillary to a
permitted use; provided that the Auxiliary Premises can be used entirely for
storage). 







EXHIBIT
G 

Cleaning
Specifications


GENERAL CLEANING


GENERAL OFFICES: Standard
Frequency 

1. All hard surfaced
flooring to be swept using approved chemically treated
cloth.     N 

2. All carpeting and rugs
to be vacuumed once a week.     W 

3. Dust all furniture,
fixtures, window sills and telephones.     N 

4. Empty all waste
receptacles and remove wastepaper to a designated area.    
N 

5. Line all waste disposal
cans and baskets with plastic bags or as needed.     N


6. Wash and clean all water
fountains and coolers.     N 

7. Keep slop sink rooms in
a neat and orderly condition at all times.     N 

PERIODIC: 

1. Remove fingerprints from
all painted surfaces near light switches, entrance doors, etc., as required but
not less than once a month. 

2. Dust all louvers, within
reach, once a month. 

3. Dust all pictures,
frames, charts, graphs, and similar wall hangings not reached in nightly
cleaning monthly. 

4. Dust clean all vertical
surfaces, such as walls, partitions, door bucks and other surfaces not reached
in nightly cleaning monthly. 

5. Dust clean all pipes,
high moldings, and other high areas not reached in nightly cleaning
quarterly. 

6. Dust exteriors of
lighting fixtures annually. 







LAVATORIES: Standard
Frequency 

	
      1. Sweep, scrub,
      and/or wash all floors using proper disinfectants with approved germicidal
      detergent solution to remove all spills, smears, scuffs, marks, and foot
      tracks throughout. 
	      	N	      
	 			
	
      2. Wash and polish
      all mirrors, shelves, bright work, and enameled surfaces. 
		N	
	 			
	
      3. Scour, wash and
      disinfect all basins, bowls, urinals, and other fixtures with approved
      germicidal detergent. Clean flushometers and other metal work as required.
      
		N	
	 			
	
      4. Wash all toilet
      seats. Remove stains as necessary. Clean underside of rims of urinals and
      bowls. 
		N	
	 			
	
      5. Hand dust and
      clean all partitions, tile walls, dispensers, and receptacles in
      lavatories and restrooms. 
		W	
	 			
	
      6. Empty all
      receptacles and remove refuse for disposal. 
		N	
	 			
	
      7. Supply and fill
      toilet tissue holders, as well as soap and towel and sanitary
      napkin/tampon dispensers. 
		N	
	 			
	
      8. Empty and clean
      sanitary disposal receptacles. 
		N	
	 			
	
      9. Disinfect, wash
      and polish all partitions, tile walls, enamel surfaces, dispensers, doors,
      and receptacles from trim to floor every thirty (30) days.
		QUARTERLY
	
	 			
	
      10. Damp mop spillage
      as required. 
		N	
	 			
	
      11. Vacuum louvers,
      ventilating grills, and dust light fixtures one time per year.
    
		A
	
	 			
	
      12. Perform high
      dusting monthly. 
		QUARTERLY
	
	 			
	
      13. Wipe down all
      painted wall surfaces, ceilings, including tile, as needed at least
      quarterly. 
		QUARTERLY
	



WINDOW CLEANING:


1. Wash exterior windows
four times per annum. Wash interior windows two times per annum. Washing to
include all adjacent metal surfaces that will be wiped clean during the window
cleaning operation. All lobby exterior glass shall be washed and cleaned once a
week and all lobby interior glass, once a month. 

TERRACES/SETBACKS:


	
      1. Police setbacks
      monthly, weather permitting, and clean as often as necessary provided that
      access is provided to Landlord by
      Tenant. 
	      	M	      


*Annotation:     N=Nightly on Business
Days     A=Annually    
M=Monthly
2W=Twice a week     W=Weekly 







EXHIBIT
H 

HVAC
Specifications


     72 degrees F.,+/- 2 degrees F. dry bulb,
and not more than 50% relative humidity, when, in both cases, outside conditions
are 95 degrees F. dry bulb. 

     72 degrees F.,+/- 2 degrees F. dry bulb,
and not more than 30% relative humidity, when, in both cases, outside conditions
are 0 degrees F. dry bulb. 

Outside Air or Make Up
Air: The HVAC system shall
provide a ventilation rate (i.e. outside air) of (i) 14th floor: Minimum of
7,600 cfm, Maximum of 62,400 cfm, and (ii) 16th floor: Minimum of 6,400 cfm,
Maximum of 51,600 cfm. 







EXHIBIT
I 

Form of Security
Letter 

Date:

Beneficiary:

[Inset Landlord’s name and
address] 

Letter of Credit No.
NY___________________________


Gentlemen: 

By order of our client,
[Insert name of
Tenant] (the “Applicant”), we hereby open our irrevocable Standby Letter of Credit No. NY
__________________, in your favor for an amount not to exceed in the aggregate
$_____________ (In
words
_______________________________and ___/100 Dollars), effective immediately and
expiring at the office of our Servicer, [Insert Name of Manhattan Branch] (the “Office”), on
______________. 

Funds hereunder are
available to you against presentation of your Sight Draft(s), drawn on us,
mentioning thereon our Letter of Credit Number NY--. We hereby agree to honor
each Draft drawn under and in compliance with the terms and conditions of this
letter of credit upon presentation of your sight draft in the form of Exhibit
“A” attached hereto, at our Office on or before the expiration date hereof.


Partial drawings are
allowed. 

Presentation of documents
may be made by fax transmission to [insert fax number] or
such other fax number as we may identify in a written notice sent to you at the
above address by certified mail (return receipt requested). To the extent a
presentation of a draft is made by fax transmission you must (a) provide
telephone notification thereof to us (phone number [insert phone number]) prior to or simultaneously with the sending of
such fax transmission and (b) send the original of such draft to us by overnight
courier, at the same address provided above for presentation of drafts. However,
receipt of such telephone call or original Draft will not be condition for
payment hereunder. We will pay the draft in question by wire transfer of funds
to an account designated by you in accordance with payment instructions which
accompany such draft. 







It is a condition of this
Letter of Credit that it shall be deemed automatically extended, without
amendment, for additional period(s) of one year from the expiry date hereof, or
any future expiration date, but not beyond _______________, unless forty-five
(45) days prior to any expiration date we notify you by certified mail
(return receipt requested) that we elect not to consider this Letter of Credit
renewed for any such additional period, whereupon you may draw for the available
amount under this Letter of Credit by means of your sight Draft(s), drawn on us,
mentioning our Letter of Credit number. 

It is a condition of this
letter of credit that it is transferable and may be transferred in its entirety,
but not in part, and may be successively transferred by you or any transferee
hereunder to a successor transferee(s) without additional charge to you (whether
or not our transfer fee is paid). Transfer under this letter of credit to such
transferee shall be effected upon presentation to us of the original of this
Letter of Credit and any amendments hereto accompanied by a request designating
the transferee in the form of Exhibit “B” attached hereto appropriately
completed. Our transfer fees are for the Applicant’s account. 

This letter of credit
cannot be modified or revoked without your consent. 

Should you have occasion to
communicate with us regarding this Letter of Credit, please direct your
correspondence to our Office, making specific mention of the Letter of Credit
number indicated above. 

Except as far as otherwise
expressly stated herein, this Standby Letter of Credit is subject to the
International Standby Practices (“ISP98”), International
Chamber of Commerce, Publication No. 590, and as to matters not governed by the
ISP98, shall be governed by and construed in accordance with the laws of the
State of New York and applicable U.S. Federal Law. 







Exhibit A To Letter Of
Credit 

FOR VALUE RECEIVED


PAY AT SIGHT BY WIRE
TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO ______________________THE SUM OF U.S.
______________ DOLLARS ($______) DRAWN UNDER IRREVOCABLE LETTER OF CREDIT NO.
_______DATED_________, 200_ ISSUED BY ___________________________. 

	TO:      		[ISSUER OF LETTER
      OF CREDIT]	 
		 		 
		NEW YORK, NEW
      YORK   	 









	EXHIBIT B
      TO [INSERT NAME OF ISSUING BANK]
LETTER OF CREDIT NO.____ 	      



	TO: 
    	[Insert Name of Issuing
      Bank]
		[Insert Address of Issuing
      Bank]



For value received, the
undersigned beneficiary of the above described Letter of Credit (the
“Transferor”) hereby irrevocably transfers all its rights
under the Letter of Credit as heretofore and hereafter amended, extended or
increased (the “Credit”) to the following
transferee (the “Transferee”). 

	 
	Name of
      Transferee
	 
	Address



By this transfer all of our
rights in the Credit are transferred to the Transferee, and the Transferee shall
have sole rights as beneficiary under the Credit, including, but not limited to,
sole rights relating to any amendments, whether increases or extensions or other
amendment, and whether such amendments are now existing or hereafter made.


ADVISE OF FUTURE
AMENDMENTS: You are hereby
irrevocably instructed to advise future amendment(s) of the Credit to the
Transferee without the Transferor’s consent or notice to the Transferor.


Enclosed are the original
of the Credit and the original of all amendments to this date. Please notify the
Transferee of this transfer and of the terms and conditions of the credit as
transferred. This transfer will not become effective until the Transferee is so
notified. 

TRANSFEROR’S SIGNATURE
GUARANTEED BY: 


	 
	[Add Bank’s Name]



	By	 



	Printed
      Name	 



	Title:	 




	 
	[Add Transferor’s Name]



	By	 



	Printed
      Name	 



	Title	 











EXHIBIT
J 

Holidays


New Year's Day

Martin Luther King's
Day

Memorial Day

Independence Day

Labor Day

Thanksgiving Day

Christmas Day 







EXHIBIT
K 

Intentionally
Omitted 







EXHIBIT
L 

Approved
Contractors


General
Contractors

Americon 
J.T. Magen & Company Inc.
StructureTone,
Inc. 
Benchmark Builders Inc.

JRM Construction Management,
LLC
Hennegan Construction Co., Inc.
Petretti & Associates
L&K
Partners, Inc. 
Turner
Construction Corporation
Hunter Roberts
Shawmut
SPK
Lewis
Sciame
J.G. Fitzgerald
Gilbane
Skanska
Tishman Construction
Corp.
R.C. Dolner 

Plumbing


Ashland Plumbing
PAR
Lab
Preferred Mechanical
American Piping
M&S
Mechanical
Pace Plumbing
Brennan Brothers
Richard's
Plumbing
Evolution Piping 

HVAC


Sound Mechanical
Manhattan
Donnelly
PJ Mechanical
Penguin
M&S
Mechanical
Sovereign
Marlin
United Air Conditioning
JDP
Mechanical
BP Mechanical
Crossland Mechanical 







Electrical


Campbell &
Dawes
Atlas Acon
Nead Electric Unity
Ohm Electric
P.E.
Stone
Sovereign
Marlin
United Air Conditioning
JDP Mechanical
BP
Mechanical
Crossland Mechanical
ADCO 
Forest Electric
Egg Electric
E.J.
Electric
AIIran
Kleinknect Electric 







EXHIBIT
M 

Signage
Plan 




-i- 









 









EXHIBIT
N

Certificate of
Occupancy





-i-