pursuant to the terms hereof.Notwithstanding anything to the contrary contained herein, Sublessor shall deliver possession ofthe 23rd Floor Premises to Sublessee, in the condition required pursuant to Section 5 herein, onthe latest to occur of (i) full execution of this Sublease, (ii) receipt of the first month’s BaseRent (as hereinafter defined) which shall be paid to the Sublessor upon Sublessee’s execution ofthis Sublease but will be held undeposited until Prime Landlord’s consent referenced in point(iii) below is received and delivery of the Security Deposit (as hereinafter defined) to Sublessor(but Sublessor may deliver the 23rd Floor Premises prior to its receipt of theadditional Security Deposit as contemplated by Section 11(e) of this Sublease), (iii)receipt of Prime Landlord’s consent to this Sublease or Sublessee’s occupancy of the 23rd FloorPremises pursuant to this Sublease, a copy of which shall be delivered by Sublessor promptly uponreceipt to Sublessee, (iv) delivery of possession of the 25th Floor Premises from Sublessee toSublessor in the condition required under the 25th Floor Sublease (except that Sublessee shallleave the 25th Floor Furniture (as hereinafter defined) in the 25th Floor Premises, (v) payment toSublessor of any and all sums due under the 25th Floor Sublease through the Surrender Date (asdefined below) and (vi) January 20, 2011. When the 23rd Floor Sublease Commencement Date has beendetermined, Sublessor shall deliver to Sublessee, and Sublessor and Sublessee shall execute acommencement date agreement in the form attached hereto as Exhibit C, confirming the actual 23rdFloor Sublease Commencement Date. Sublessor shall not, prior to the 23rd FloorSublease Commencement Date, in bad faith willfully delay delivery of possession of the23rd Floor Premises if Prime Landlord consents to this Sublease. If, for any reason,the 23rd Floor Sublease Commencement Date does not occur within six (6) months afterthe date of this Sublease, this Sublease shall be terminated and of no further force and effect,except that each party hereto shall retain whatever rights and remedies it may have under thisSublease for any breach by the other party and the 25th Floor Sublease shall continue in fullforce and effect.(b) **Termination of 25th Floor Sublease.** As of the 23rd Floor Sublease CommencementDate, (the “Surrender Date”**)**, Sublessee shall (a) remove all Sublessee’s fixtures andpersonal property from the 25th Floor Premises in accordance with the requirements of the25th Floor Sublease (but subject to Section 20 hereof); (b) surrenderpossession of the 25th Floor Premises to Sublessor in broom-clean condition; and (c) surrender toSublessor all keys for the 25th Floor Premises. Sublessee does hereby acknowledge and agree thatSublessee’s surrender of the 25th Floor Premises to Sublessor shall not release Sublessee from itsobligations under the 25th Floor Sublease including, but not limited to, Sublessee’sobligation to pay Base Rent, additional rent, Sublessee’s Tax Share and Proportionate Share ofOperating Expenses, Sublessee’s Air Conditioning Costs, A/C Payment, Sublessee Surcharges, and allother charges imposed on Sublessee under the 25th Floor Sublease accruing with respectto the 25th Floor Premises prior to the Surrender Date, which liability shall survive theSurrender Date. Sublessee agrees that upon the Surrender Date, Sublessor shall be released fromall claims, costs, causes of action, damages and all other liability arising after the SurrenderDate related to Sublessee’s sublease of the 25th Floor Premises. Sublessor agrees that, providedSublessee complies with the provisions of this
 
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Sublease and the 23rd Floor CommencementDate occurs (x) the25th Floor Sublease shall be deemed terminated and of no further force and effect as of the Surrender Date (except for anyprovisions expressly stated therein and herein to survive termination of the 25th FloorSublease) and (y) Sublessee shall, as of the Surrender Date, be released of all obligations withrespect to the 25th Floor Premises except for any reconciliation of Operating Expenses, Taxes andpayment of all other costs and charges with respect to the 25th Floor Premises applicable to anyperiod of time prior to the Surrender Date and such reconciliation and obligation to pay for allsuch other costs shall expressly survive the expiration or termination of the 25th Floor Subleaseand nothing in this Sublease shall change any provision of the 25th Floor Sublease with respect topayments (or reconciliation of payments) of Operating Expenses, Taxes or any other sums accruingor arising prior to the Surrender Date even if the same are billed after the Surrender Date. Thefailure of Sublessee to pay any amounts attributable to the 25th Floor Premises after theSurrender Date within ten (10) business days after Sublessee’s receipt of demand therefore shallbe deemed a default under this Sublease.(c) **Representations.** Sublessee represents and covenants, with respect to Sublessee’srights in and occupancy of the 25th Floor Premises, that the following statements are true as ofthe date hereof and will be true on the Surrender Date:(i) Sublessee owns and holds the entire subleasehold interest of Sublessee under the25th Floor Sublease;(ii) There exist no subleases or occupancy agreements affecting the 25th Floor Premises or anypart thereof other than the 25th Floor Sublease;(iii) Sublessee has not assigned or encumbered Sublessee’s interest under the 25thFloor Sublease or any part thereof or any alterations, decorations, installations, additions andimprovements to the 25th Floor Premises; and(iv) Sublessee has not done or knowingly suffered any act or omission and will not do orknowingly suffer any act or omission whereby the 25th Floor Premises or any part thereof is or maybe in any way charged, assessed or encumbered. No contracts for the furnishing of any labor ormaterials with respect to improvements or alterations in or about the 25th Floor Premises have beenlet by Sublessee or are outstanding that have not been performed and satisfied.(d) **Indemnification.** Sublessee agrees to defend, indemnify and save Sublessorharmless from and against all claims, loss, cost, damage and expense sustained by Sublessor(including, without limitation, all expenses, costs and reasonable attorneys’ fees of Sublessor inany action or defense undertaken by Sublessor to protect itself from such loss or damage)resulting from any breach by Sublessee of the covenants, representations and warranties made inSections 1(b) and (c) herein, from any lien, charge, encumbrance or claim against the 25th FloorPremises relating to any work or action caused or undertaken by or on behalf of Sublessee prior tothe Surrender Date, from any failure of Sublessee to surrender possession of the 25th FloorPremises by the Surrender Date in the manner required hereunder, which obligation shall survivethe Surrender Date.
 
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(e) **Cooperation**. Sublessor and Sublessee shall cooperate with one other in theexchange of occupancies of the 23rd Floor Premises and the 25th FloorPremises on the Surrender Date and the 23rd Floor Sublease Commencement Date.Sublessor and Sublessee shall minimize any interference with the other’s vacating of their currentoccupancy and move into their new occupancy. Prior to the 23rd Floor SubleaseCommencement Date, Sublessee and Sublessor shall be permitted to access the 23rd FloorPremises and the 25th Floor Premises, respectively, at reasonable times and upon priornotice to the other for the purpose of installing data and communications services, and each partyshall minimize any interference with the ordinary conduct of the other’s business during any suchinstallation.2. **Use and Occupancy**. Sublessee shall use and occupy the 23rd Floor Premises only forthe use permitted in the Prime Lease and for absolutely no other purpose.3. **Base Rent and Additional Rent**.(a) Commencing as of the 23rd Floor Sublease Commencement Date, Sublessee shall pay toSublessor an annual base rent of Seven Hundred Twenty-Six Thousand Four Hundred Forty-Nine Dollars($726,449.00) (“Base Rent”). The Base Rent shall be paid without any prior demandtherefor, in equal monthly installments of Sixty Thousand Five Hundred Thirty-Seven Dollars andForty-Two Cents ($60,537.42) in advance, on the first day of each month during the 23rd FloorSublease Term, without any abatement, deduction, counterclaim, setoff or defense whatsoever(except as may be expressly provided herein). If the 23rd Floor Sublease Commencement Date is notthe first day of a calendar month, then the Base Rent shall be pro-rated for such partial calendarmonth and the balance of the first monthly installment of Base Rent theretofore paid shall becredited against the next monthly installment of Base Rent. The monthly installment of Base Rentpayable on account of any partial calendar month during the 23rd Floor Sublease Term, if any,shall be prorated. Notwithstanding the foregoing, provided Sublessee is not in default in theperformance of any of the terms, covenants and conditions of this Sublease beyond applicablenotice and cure periods, Sublessee shall receive an abatement of Base Rent for the first ninety(90) days of the 23rd Floor Sublease Term (the “Abatement Period”) but during theAbatement Period Sublessee shall otherwise be required to comply with all the other terms,covenants and conditions of this Sublease. The first month of Base Rent to be paid to theSublessor upon Sublessee’s execution of this Sublease shall be applied to the period following theAbatement Period. If Sublessor has received any Base Rent, additional rent, Operating Expenses,Air Condition Costs or A/C Payment payable for the 25th Floor Premises applicable toany period of time after the 23rd Floor Sublease Commencement Date, Sublessor shallcredit such payment to Sublessee’s next payment of Base Rent due under this Sublease for the23rd Floor Premises.
 
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(b) In addition to Sublessee’s obligation to pay Base Rent, Sublessee shall also pay toSublessor, as additional rent hereunder no later than (10) days after receipt of demand therefor(except for items of additional rent which are recurring monthly items in which case shall be paidas and when Sublessee pays its Base Rent), all other amounts that become due and payable from timeto time by Sublessor under the provisions of the Prime Lease solely with respect to the 23rd FloorPremises (as set forth in invoices or bills received by Sublessor from Prime Landlord for suchamounts attributable to the 23rd Floor Premises only, or in the alternative, pursuant to apercentage allocation agreed upon by Sublessor andSublessee if such invoices or bills combine amounts applicable to both the 23rd FloorPremises and the 25th Floor Premises), including, without limitation:(i) the additional rent payable under Sections 3.03 and 3.04 of the Prime Lease pertaining tothe escalation in Operating Expenses (as such term is defined in the Prime Lease); and(ii) the additional rent payable under Sections 3.01 and 3.02 of the Prime Lease pertaining tothe escalation in Taxes (as such term is defined in the Prime Lease); and(iii) the additional rent payable under Sections 3.05 and 3.06 of the Prime Lease pertainingto the payments of Air Conditioning Costs and Tenant’s A/C Payment (as such terms are defined inthe Prime Lease);provided, however, that:(1) for purposes of calculating the escalation in Operating Expenses payable asadditional rent under this Sublease, as set forth in the Prime Lease, the term “BaseOperating Factor”, as used therein, shall be deemed to be the Operating Expenses forthe 2011 calendar year; and(2) for purposes of calculating the escalation in Taxes payable as additionalrent under this Sublease, as set forth in the Prime Lease, the term “Base Tax”, asused therein, shall be deemed to mean the product determined by multiplying (x) theamounts for which the Land (as defined in the Prime Lease) and Building are assessedby the City of New York for the purpose of establishing Taxes (as defined in thePrime Lease) to be paid by Prime Landlord for the Tax Year (as defined in the PrimeLease) July 1, 2010 to June 30, 2011 as finally determined, by (y) the real propertytax rate applicable to the Real Property (as defined in the Prime Lease) withrespect to such Tax Years.(c) Sublessee’s Tax Share and Proportionate Share of Operating Expenses shall be the same asthose provided in Article 3 of the Original Prime Lease. In addition, Sublessor shall provideSublessee with statements based on Landlord’s Statements (as defined in the Prime Lease) forSublessee’s Tax Payment and Operating Payment (as defined in the Prime Lease) in the mannerprovided in the Prime Lease and Sublessee shall make such Tax Payments and Operating Payments toSublessor in the manner required under the Prime Lease, but subject to the modifications set forthin this Sublease. Sublessee’s obligations to pay additional rent shall survive the terminationor expiration of this Sublease in the same manner as provided under the Prime Lease.(d) Sublessor shall supply Sublessee with a copy of any backup documentation it receives fromthe Prime Landlord in connection with invoices for increases in Taxes, Operating Expenses, AirConditioning Costs or Tenant’s A/C Payment with respect to the 23rd Floor Premises.
 
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(e) All sums of money (except for Base Rent) as shall become due from and payable bySublessee to Sublessor hereunder shall be deemed additional rent. If Sublessee fails to make anypayment of additional rent when due, Sublessor shall have the same rights and remedies withrespect thereto as for a default in payment of Base Rent when due. All Base Rent and additionalrent shall be paid to Sublessor at its office at the Building, or such other place, or to suchagent and at such place, as Sublessor may designate by ten (10) days’ prior written notice toSublessee, without any abatement, deduction, counterclaim, setoff or defense whatsoever, in lawfulmoney of the United States of America.(f) Sublessee is responsible for paying for all charges for all services, materials, andother items provided to the Sublessee (or on its behalf) by or on behalf of the Prime Landlord orits contractors or agents to the extent such services, materials, and other items are notrequired, pursuant to the Prime Lease, to be provided without charge.(g) Sublessee shall also pay to Sublessor, as additional rent, any and all amounts other thanannual fixed rent, which, by the terms of the Prime Lease become due and payable by Sublessor toPrime Landlord and which would not have become due and payable but for the acts, requests forservices, and/or failures to act of Sublessee, its agents, officers, representatives, employees,servants, contractors, invitees, licensees or visitors (“Sublessee Surcharges”) butSublessee shall not be required to pay for any costs imposed by Prime Landlord to the extent thesame arise from Sublessor’s negligence or willful misconduct. Within a reasonable time afterreceipt by Sublessor of any statement or written demand from Prime Landlord including anySublessee Surcharges, Sublessor will furnish Sublessee with a copy of such statement or demandtogether with Sublessor’s statement of the amount of any such Sublessee Surcharges, and Sublesseeshall pay to Sublessor the amount of such Sublessee Surcharges within ten (10) days afterSublessee’s receipt of such statement or demand; provided, however, that in any instance in whichSublessee shall receive any such statement or demand directly from Prime Landlord, Sublessee maypay the amount of the same directly to Prime Landlord and provide a copy of same to Sublessor.Sublessee shall have the right to make requests for additional or specific services directly tothe Prime Landlord to the extent permitted by the Prime Landlord but shall provide Sublessor withnotice or a copy of any such request.(h) If payment of any Base Rent or additional rent shall not have been paid to Sublessor bythe fifth (5th) day after the date on which such amount was due and payable, the interest and latecharges set forth in the Prime Lease for any late payments shall be due and payable by Sublesseeon demand, which interest and charges are agreed on by Sublessor and Sublessee as representativeof the fair and reasonable estimate of costs Sublessor will incur by reason of Sublessee’s failureto make prompt payment. In the event of a default in payment of any interest or late charges,Sublessor shall have (in addition to all other remedies) the same rights as provided in thisSublease (including without limitation the provisions of the Prime Lease incorporated byreference) for nonpayment of Base Rent. Nothing contained in this Article and no acceptance ofinterest or late charges by Sublessor shall be deemed to extend or change the time for payment ofBase Rent or additional rent.
 
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(i) Sublessee shall make arrangements to obtain electrical service for the 23rd FloorPremises directly from the applicable utility company and shall pay when dueall charges for the electricity consumed in the 23rd Floor Premises and all electric currentused in the operation of the heating, ventilation and air-conditioning servicing the 23rd FloorPremises (including the Floor Unit (as defined in the Original Prime Lease)) and any supplementalair conditioning, fans and motors. Sublessee shall continue, at its cost and expense, themaintenance service agreement currently in place for the supplemental unit (or an equivalentmaintenance agreement) throughout the Sublease Term.(j) Sublessee acknowledges that the 23rd Floor Premises are subject to additionalair-conditioning and cleaning/garbage removal costs. Sublessor shall submit copies of any bills orinvoices provided by Prime Landlord for such additional services and Sublessee shall pay theseadditional costs as and when the same become due.4. **Incorporation of Provisions of Prime Lease By Reference**.(a) Subject to the modifications set forth in this Article 4 and except as otherwise providedin this Sublease or to the extent inconsistent with the provisions herein, the terms, covenantsand conditions of this Sublease shall be the same as the terms, covenants and conditions containedin the Prime Lease, all of which, as modified hereby, (i) are incorporated herein by reference,(ii) are, as to those to be performed or complied with by the tenant named therein, hereby assumedby Sublessee, and (iii) shall have the same force and effect as though herein set forth at lengthand as though Sublessor and Sublessee were respectively the “Owner”, “Landlord” and “Tenant” namedtherein and as if the term “this lease” or “this Lease” as used therein referred to this Sublease.All acts to be done by Sublessor, as tenant under the Prime Lease with respect to the 23rd FloorPremises, and all obligations of Sublessor as tenant to Prime Landlord under the Prime Lease,shall be done or performed by Sublessee, except as otherwise expressly provided by this Sublease.Sublessee shall not do, nor permit to be done, any act or thing which would result in an increaseof Sublessor’s Base Rent or additional rent or any other obligation or liability of Sublessorunder the Prime Lease or which is or, with notice or the passage of time, would be a default underthe Prime Lease. For the purposes of incorporation herein, the terms of the Prime Lease aresubject to the following additional modifications:(i) Subject to any other specific provisions contained in this Sublease requiring the consentof Sublessor, in all provisions of the Prime Lease (under the terms thereof and without regard tomodifications thereof for purposes of incorporation into this Sublease) requiring the approval orconsent of Prime Landlord, Sublessee shall be required to obtain the approval or consent of bothSublessor and Prime Landlord. Sublessee shall provide Sublessor with notice and copies of anyconsents or approvals it receives from Prime Landlord. Sublessor shall not withhold or delay itsconsent to any matter to which Prime Landlord has consented provided that a consent by Sublessor tothe same shall not in any way adversely affect Sublessor or its use or occupancy of the 25th FloorPremises.(ii) In all provisions of the Prime Lease requiring Sublessor, as tenant, to submit, exhibitto, supply or provide Prime Landlord with evidence, certificates, or any other matter or thing,Sublessee shall be required to submit, exhibit to, supply or provide, the same to both PrimeLandlord and Sublessor.
 
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(iii) The following provisions of the Original Prime Lease are hereby deleted for purposes ofincorporation of the Prime Lease into this Sublease: Witnesseth clause, Article 1 (except 1.03);Article 2 (except 2.01); 7.05; 7.06; Article 10; 11.08; Article 12; 22.01; 23.05; 29.01 (exceptwith respect to notices to Prime Landlord); Article 33; the first sentence of Section 34.07;Section 34.10; Section 34.19; and all of the First Amendment.(iv) Wherever used in the Prime Lease, the term “term of this Lease”, “term” or “Term” shallmean the 23rd Floor Sublease Term and the term “demised premises”, “Demised Premises”, or“premises” shall mean the 23rd Floor Premises.(b) Notwithstanding any provision of this Sublease or the Prime Lease as incorporated hereinby reference to the contrary, (i) representations and/or warranties made by Prime Landlord underthe Prime Lease, if any, shall be deemed to be the representations and/or warranties, solely ofPrime Landlord and not of Sublessor, and (ii) Sublessor shall have no obligation to perform anywork or provide any services in or to the 23rd Floor Premises or to perform any other obligationwhich is the obligation of Prime Landlord under the Prime Lease (including, without limitation,the furnishing of heat, air conditioning, water, cleaning, painting, electricity, installations,maintenance, repairs, or elevator service), but Sublessee shall be entitled to have the benefit ofall work and services to be provided by Prime Landlord in or to the 23rd Floor Premises, and allother obligations to be performed by Prime Landlord pursuant to the Prime Lease.(c) Furthermore, Sublessor shall not be responsible for any failure or interruption, for anyreason whatsoever, of the services or facilities that may be appurtenant to or supplied at the23rd Floor Premises by the Prime Landlord or otherwise, including without limitation, heat, airconditioning, water, elevator service and cleaning service, if any; and no failure to furnish, orinterruption of, any such services or facilities shall give rise to any (i) abatement, diminutionor reduction of Sublessee’s obligation under this Sublease (except as may be provided therefor inthe Prime Lease and actually received under the Prime Lease), (ii) actual or constructiveeviction, whether in whole or in part (except as may be provided therefor in the Prime Lease andactually received under the Prime Lease), or (iii) liability on the part of Sublessor except, ineach case, to the extent that the failure to obtain such an abatement arises solely fromSublessor’s default beyond all notice and cure periods under the Prime Lease (which does notresult from or is otherwise related or attributable to any corresponding default of Sublessee).(d) Sublessee agrees that it shall be the sole responsibility of Prime Landlord to provideany work, repairs, restoration, equipment, access and/or services to and for the 23rd FloorPremises including, without limitation the items provided in Sections 4.04, 7.05 and Article 19 ofthe Prime Lease as well as insurance for the Building, except for such insurance as may berequired of Sublessor as tenant under the Prime Lease. Sublessee shall not have the right torequire or obtain performance by Sublessor, and Sublessee shall have no claim against Sublessor,by reason of Prime Landlord’s failure or refusal to comply with any of the terms of the PrimeLease on its part to be performed. Sublessor shall use commercially reasonable efforts (to theextent such efforts require incurring reasonable costs, such costs shall be promptly reimbursedby Sublessee to Sublessor within ten (10) days after demand by
 
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Sublessor) to obtain suchperformance and compliance on the part of Prime Landlord, but Sublessor shall not be obligated to commence any legal action or proceeding against PrimeLandlord. If Prime Landlord shall default in any of its obligations to Sublessor with respect tothe 23rd Floor Premises, Sublessee shall have the right to notify Sublessor, and Sublessor shallpromptly notify Prime Landlord and demand performance. Sublessee shall be entitled to participatewith Sublessor in the enforcement of Sublessor’s rights against Prime Landlord, but Sublessorshall have no obligation to bring any action or proceeding or to take any steps to enforceSublessor’s rights against Prime Landlord. Sublessee acknowledges that except as otherwisespecifically provided in this Sublease, the failure of Prime Landlord to provide any services orto comply with its obligations under the Prime Lease shall not entitle Sublessee to any abatementor reduction in rent payable hereunder unless Sublessor receives an equivalent abatement of rentor additional rent under the Prime Lease with respect to the 23rd Floor Premises for such failurebut Sublessee shall receive its proportionate share of any reduction or abatement in rent receivedby Sublessor with respect to the 23rd Floor Premises as and when actually received by Sublessor.Notwithstanding the foregoing, in the event that Prime Landlord shall default in any of itsobligations to Sublessor under the Prime Lease with respect to the 23rd Floor Premises and suchdefault is continuing after any applicable notice and cure periods or other reasonable timeperiod, Sublessee shall have the right to bring any action or proceeding to enforce Sublessor’srights against Prime Landlord in its own name or in Sublessor’s name (but only if required to bara defense on the basis of lack of privity or similar defense or procedural rule) at Sublessee’ssole cost and expense, provided that (x) Sublessee obtains Sublessor’s consent (which shall not beunreasonably withheld) to bring an action against the Prime Landlord prior to commencing any suchaction, (y) no default beyond any notice and cure periods on the part of Sublessee exists underthis Sublease, and (z) Sublessee shall indemnify and hold harmless Sublessor from and againstall liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees,which Sublessor shall suffer or incur by reason of any action that Sublessee brings against PrimeLandlord. Sublessor shall reasonably cooperate with Sublessee, at Sublessee’s expense, inconnection with any such action brought by Sublessee; provided, however, that Sublessor shall notbe required to cooperate to the extent Sublessor could be subject to liability under the PrimeLease or if such action may cause a default or cancellation, for failure or termination of thePrime Lease.(e) Sublessee agrees that Sublessor shall not be required to dispute any determinations orother assertions or claims of Prime Landlord regarding the obligations of Sublessor under thePrime Lease for which Sublessee is responsible under the terms of this Sublease. In the eventthat Sublessee notifies Sublessor that Sublessee would like Sublessor to dispute any determination(or exercise any audit rights, if available to Sublessor under the Prime Lease) or otherassertions or claims of Prime Landlord under the Prime Lease, and provided that Sublessor electsnot to dispute any such determinations, assertions or claims by Prime Landlord (or exercise anysuch audit rights, if available), Sublessor agrees to notify Sublessee of such election (withadvance notice to Sublessee such that Sublessee has a reasonable period of time to dispute same orexercise such rights before the effectiveness of such determinations, assertions or claims) andhereby grants Sublessee the right to dispute the same or exercise such rights in Sublessee’s ownname with Sublessor’s consent, such consent not to be unreasonably withheld or delayed, and theright to resolve such disputes to its own satisfaction, provided that (i) Sublessee shall bear anyand all costs and expenses of any such dispute and/or settlement and (ii) Sublessor shall not bebound, without its consent, by anysettlement, agreement or resolution reached by Sublessee and Prime Landlord in regard to anysuch dispute, or by any decree, judgment or penalty resulting therefrom.
 
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5. **Condition of Premises**. Sublessee has examined the 23rd Floor Premises and shallaccept the same in its “AS-IS” “WHERE IS” condition on the 23rd Floor SubleaseCommencement Date. Sublessee acknowledges and agrees that neither Sublessor nor any of theSublessor’s agents, employees or representatives have made any representations or warranties,either express or implied, with respect to the 23rd Floor Premises or the use thereof by Sublessee.Sublessee further acknowledges and agrees that neither Sublessor nor Prime Landlord shall have anyconstruction obligation with respect to the 23rd Floor Premises or to otherwise prepare the 23rdFloor Premises for Sublessee’s occupancy; provided, however, Sublessor shall deliver the 23rd FloorPremises on the 23rd Floor Sublease Commencement Date broom clean and vacant except that Sublessorshall not remove the furniture currently existing in the 23rd Floor as further provided inArticle 20 hereof.6. **Notices**.(a) Any notice, statement, demand or other communication required to be given, rendered ormade by either party to the other, shall be in writing and shall be deemed to have been properlygiven, rendered or made, if sent by overnight courier, or if sent by registered or certified mail,return receipt requested, addressed to the other party at the other party’s address hereinaboveset forth and shall be deemed to have been given, rendered or made on the second day after somailed. Either party may, by notice as aforesaid, designate a different address or addresses fornotices, statements, demands or other communications intended for it.(b) Each party hereto shall deliver to the other all notices, requests, demands or othercommunications received by such party from Prime Landlord which relate to the 23rd Floor Premisesor any portion thereof, the Prime Lease or this Sublease, immediately after receipt thereof fromPrime Landlord.7. **Subordination**.(a) This Sublease is and shall be subject and subordinate to, all the covenants, agreements,terms, provisions and conditions of the Prime Lease and any amendments and supplements to thePrime Lease hereafter made between Prime Landlord and Sublessor, provided that any such amendmentor supplement to the Prime Lease will not prevent the use by Sublessee of the 23rd Floor Premisesin accordance with the terms of this Sublease, materially increase the obligations of Sublessee ormaterially decrease the rights of Sublessee under this Sublease or shorten the 23rd Floor SubleaseTerm unless the same is expressly permitted under the current terms of the Prime Lease andprovided further that the foregoing shall not diminish any existing rights of Sublessor under thePrime Lease. Sublessor will provide notice to Sublessee prior to any material modification ofthe Prime Lease that in any way affects Sublessee’s use or occupancy of the 23rd Floor Premises.Sublessor shall not voluntarily terminate the Prime Lease except as otherwise expressly providedin the Prime Lease under the casualty and condemnation provisions thereof. This Sublease issubject and subordinate to the Prime Lease and to all matters to which the PrimeLease is subordinate including, without limitation, all ground or underlying Subleases and toall mortgages which may now or hereafter affect such Subleases or the real property of which the23rd Floor Premises are a part and all renewals, modifications, replacements and extensions of anyof the foregoing. The provisions of this Article 7 shall be self-operative and no furtherinstrument of subordination shall be required.
 
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(b) In the event of termination, re-entry or dispossess by Prime Landlord under the PrimeLease, Prime Landlord may at its option, take over the right, title and interest of Sublessorunder this Sublease, and Sublessee shall, at Prime Landlord’s option, attorn to Prime Landlordpursuant to the then executory provisions of this Sublease except that Prime Landlord shall not(i) be liable for any previous acts or omission of Sublessor under this Sublease or (ii) besubject to any offset, not expressly provided in this Sublease, which thereto accrued to Sublesseeagainst Sublessor.8. **Sublessee’s Default**.(a) If Sublessee shall be in default of any term, covenant or condition of this Sublease,Sublessor shall have available to it all of the remedies available to Prime Landlord under thePrime Lease in the event of a like default or failure on the part of the tenant thereunder. Themention in this Sublease of any particular right or remedy shall not preclude Sublessor fromexercising, any and all other rights and remedies available to it under law.(b) The time limits contained in the Prime Lease for the giving of notices, making of demandsor performing of any act, condition or covenant on the part of the tenant thereunder, or for theexercise by the tenant thereunder of any right (including any right to cure a default), remedy oroption, are changed for the purposes of incorporation herein by reference by shortening the sameby three (3) days in each instance, unless such time limit is ten (10) days or less, in whichevent it shall be shortened by two (2) days (but in no event to less than two (2) days), so thatnotices may be given, demands made, any act, condition or covenant performed, or any right, remedyor option hereunder exercised by Sublessor within the time limit relating thereto contained in thePrime Lease. Notwithstanding anything to the contrary in this Sublease, if any of the expressprovisions of this Sublease shall conflict with any of the provisions incorporated by reference,such conflict shall be resolved in every instance in favor of the express provisions of thisSublease.(c) If the Prime Lease shall be terminated by reason of a default on the part of Sublesseewith respect to any of the terms or conditions of this Sublease, Sublessor shall be entitled toeither (i) recover from Sublessee as liquidated damages (A) such amount or amounts as will beequal to the damages which Prime Landlord shall recover from Sublessor in connection with suchtermination of the Prime Lease, and (B) the expenses incurred by Sublessor in collecting amountsreferred to in clause (A) above, including, but not limited to, reasonable attorneys’ fees andexpenses, or (ii) recover from Sublessee the damages to which Sublessor is entitled under theterms of this Sublease or the Prime Lease. Regardless of whether Sublessor elects to recoverdamages pursuant to either clause (i) or (ii) above, such election shall not preclude Sublessorfrom exercising any or all of its other rights and remedies under this Sublease or the PrimeLease, to the extent said rights and remedies are incorporated herein.
 
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9. **Assignment and Subletting**.(a) Notwithstanding anything to the contrary herein or in the Prime Lease (under the termsthereof and without regard to modifications thereof for purposes of incorporation into thisSublease), Sublessee shall not, whether voluntarily, involuntarily, or by operation of law orotherwise (i) assign or otherwise transfer this Sublease or the term and estate hereby granted,(ii) further sublet the 23rd Floor Premises or any part thereof, or allow the same to be used oroccupied by anyone other than Sublessee or in violation of Article 5 of the Prime Lease, or (iii)mortgage, pledge, encumber or otherwise hypothecate this Sublease or the 23rd Floor Premises orany part thereof in any manner whatsoever, without in each instance obtaining the prior writtenconsent of (x) Prime Landlord, as provided in the Prime Lease and (y) Sublessor which consentshall not be unreasonably withheld or delayed pursuant to the same provisions of the Prime Leaserequiring Prime Landlord’s consent.(b) If this Sublease be assigned, whether or not in violation of the provisions of thisSublease, Sublessor may collect rent from the assignee. If the 23rd Floor Premises or any partthereof are further sublet or used or occupied by anybody other than Sublessee, whether or not inviolation of the provisions of this Sublease, Sublessor may, after the occurrence of a default bySublessee hereunder, collect rent from the Sublessee or occupant. In either event, Sublessor mayapply the net amount collected to the Base Rent and additional rent herein reserved, but no suchassignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisionsof this Article 9 hereof or any other provision of this Sublease, or the acceptance of theassignee, Sublessee or occupant as Sublessee, or a Sublease of Sublessee from the performance bySublessee of Sublessee’s obligation under this Sublease. The consent by Sublessor to anyassignment, mortgaging, subletting or use or occupancy by others shall not in any way beconsidered to relieve Sublessee from obtaining the express written consent of Sublessor to anyother or further assignment, mortgaging or subletting or use or occupancy by others. In no eventshall Sublessee be relieved of any liability under this Sublease if the Sublease is assigned orthe 23rd Floor Premises are further sublet and Sublessee shall indemnify and hold harmlessSublessor from and against any liability, fines, suits, claims, demands, actions, damages, costsand expenses (including, but not limited to, reasonable attorneys’ fees and expenses) of any kindor nature of anyone whomsoever which are due to or arise out of any assignments, subleases orproposed assignments or subleases by Sublessee.(c) Sublessee agrees that (x) this Sublease is subject to all the terms, covenants andconditions of the Prime Lease, (y) Sublessee shall not have the right to further assignment,sublease or transfer without the consent of Prime Landlord and Sublessor except that with respectto the first sub-subletting only by Sublessee, Sublessor’s consent shall not be unreasonablywithheld, subject to compliance with the terms of the Prime Lease (including Section 11.06thereof) and (z) Sublessor may withhold its consent in its sole discretion to any furthersublease, assignment or transfer. In addition, Sublessee acknowledges that the provisions ofSection 11.05(e) of the Original Prime Lease shall apply hereto and agrees that Sublessor shall beentitled to one hundred percent (100%) of any excess rent or consideration payable as a result ofany sublease of the 23rd Floor Premises by Sublessee, to the extent that Sublessor is required topay the same to the Prime Landlord under the Prime Lease.
 
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(d) Notwithstanding the foregoing, to the extent permitted in the Prime Lease, Sublesseeshall have the right to assign this Sublease to any affiliate of Sublessee or to any purchaser orsuccessor by way of merger of Sublessee or to sublease all or a portion of the 23rd Floor Premisesto any affiliate of Sublessee without Prime Landlord’s and Sublessor’s consent provided all therequirements of “Tenant” and conditions under Sections 11.02 and 11.03 of the Prime Lease aresatisfied by Sublessee.10. **Indemnification**.(a) Sublessee shall not do or permit any act or thing upon the 23rd Floor Premises which maysubject Prime Landlord or Sublessor to any liability or responsibility for injury or damage topersons or property or to any liability by reason of any violation of law or of any legalrequirement of any public authority, but shall exercise such control over the 23rd Floor Premisesas to fully protect Prime Landlord and Sublessor against any such liability. Sublessee shallindemnify and hold harmless Prime Landlord and Sublessor from and against any and all liability,fines, suits, claims, demands, actions, damages, costs and expenses (including, but not limitedto, reasonable attorneys’ fees and expenses) of any kind or nature of anyone whomsoever which aredue to or arise out of (i) any breach, violation, non-observance or non-performance of any term,covenant, or condition contained in this Sublease or the Prime Lease on the part of Sublessee tobe fulfilled, kept, observed or performed; and/or (ii) any damage to property occasioned bySublessee’s use or occupancy of the 23rd Floor Premises; and/or (iii) any injury to any person orpersons, including death resulting at any time therefrom, occurring in or about the 23rd FloorPremises, and caused by or resulting from the fault of the Sublessee, its agents, employees,contractors, visitors, or licensees; provided, however, that nothing in this Section 10(a) shallextend Sublessee’s indemnification obligation to any damage or injury to the extent caused byreason of the gross negligence or willful misconduct of Sublessor, Prime Landlord or theirrespective agents and employees or arising from acts or omissions of third parties prior to the23rd Floor Sublease Commencement Date.(b) Sublessor shall indemnify and hold harmless Prime Landlord and Sublessee from and againstany and all liability, fines, suits, claims, demands, actions, damages, costs and expenses(including, but not limited to, reasonable attorneys’ fees and expenses) of any kind or nature ofanyone whomsoever which are due to or arise out of (i) any breach, violation, non-observance ornon-performance of any term, covenant, or condition contained in this Sublease on the part ofSublessor to be fulfilled, kept, observed or performed; and/or (ii) any injury to any person orpersons, including death resulting at any time therefrom, occurring in or about the 23rd FloorPremises, and caused by or resulting from the fault of the Sublessor, its agents, employees,contractors, visitors, or licensees and which arose prior to the 23rd Floor Sublease CommencementDate.
 
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11. **Security**. In order to secure the performance and observance of its obligationshereunder, Sublessee shall deposit with Sublessor, upon Sublessee’s execution hereof, One HundredEighty-One Thousand Six Hundred and Twelve Dollars and 25/100 ($181,612.25) (the “SecurityDeposit”).(a) Sublessee shall deliver the Security Deposit to Sublessor in the form of a clean,irrevocable letter of credit in the amount of the Security Deposit, in the formattached hereto as Exhibit A or such other form as shall be approved by Sublessor (the“Letter of Credit”) issued by and drawable upon any commercial bank, trust company,national banking association or savings and loan association with offices for banking and drawingpurposes in New York City, (the “Issuing Bank”), which has outstanding unsecured,uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other creditfacility that constitutes the primary security for any outstanding indebtedness (which isotherwise uninsured and unguaranteed), that is then rated, without regard to qualification of suchrating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s InvestorsService and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch withnegative implications). The Letter of Credit shall (i) name Sublessor as beneficiary, (ii) be inthe amount of the Security Deposit, (iii) have a term of not less than one year, (iv) permitmultiple drawings, (v) be fully transferable by Sublessor multiple times without the consent ofSublessee, (vi) be payable to Sublessor or an authorized representative of Sublessor uponpresentation of only the Letter of Credit and a sight draft and shall not contain as a conditionto a draw the requirement of Sublessor’s certification or other statement as to the existence ofSublessee’s default, and (vii) otherwise be in form and content reasonably satisfactory toSublessor. If upon any transfer of the Letter of Credit by Sublessor, any fees or charges shallbe so imposed, then such fees or charges shall be paid by Sublessor. The Letter of Credit shallprovide that it shall be deemed automatically renewed, without amendment, for consecutive periodsof one year each thereafter during the Sublease Term through the date that is at least thirty (30)days after the Sublease Expiration Date, unless the Issuing Bank sends a notice (the“Non-Renewal Notice”) to Sublessor by certified mail, return receipt requested, not lessthan sixty (60) days prior to the then-current expiration date of the Letter of Credit, statingthat the Issuing Bank has elected not to renew the Letter of Credit. Except as otherwiseprovided, herein, Sublessee shall obtain, throughout the Sublease Term, in the event of thetermination of the Letter of Credit, replacement letters of credit in lieu thereof no later thanthirty (30) days prior to any non-renewal of the Letter of Credit. If Sublessee fails to obtainany replacement of the Letter of Credit within the time frames specified herein, Sublessor shallhave the right, to draw the full amount of the Letter of Credit, by sight draft on the IssuingBank, and shall thereafter hold or apply the cash proceeds of the Letter of Credit pursuant to theterms of this Section 11. The Letter of Credit shall state that drafts drawn under and incompliance with the terms of the Letter of Credit will be duly honored upon presentation to theIssuing Bank at an office location in New York City. The Letter of Credit shall be subject inall respects to the International Standby Practices 1998, International Chamber of CommercePublication No. 590. Sublessee shall cooperate, at Sublessee’s expense, with Sublessor topromptly execute and deliver to Sublessor any and all modifications, amendments, and replacementsof the Letter of Credit, as Sublessor may reasonably request to carry out the intent, terms andconditions of this Section 11.(b) If Sublessee shall be in default of any of the terms, covenants or conditions of thisSublease beyond applicable grace and cure periods, the Sublessor may receive all or a portion ofthe Security Deposit represented by the Letter of Credit and use, apply or retain the whole or anypart of such proceeds, as the case may be, to the extent required to pay any and all amounts owedby Sublessee to Sublessor pursuant to the provisions of this Sublease. Sublessor shall have theright to apply any part of the Security Deposit to cure any default of Sublessee, without noticeto Sublessee, and regardless of the exercise ofany other remedy Sublessor may have by reason of such default. If Sublessor uses, applies orretains any part of the Security Deposit, Sublessee, within five (5) business days afterSublessor’s demand shall deliver to Sublessor an amendment of the Letter of Credit that increasesthe amount thereof so applied or retained, or provide Sublessor with an additional letter ofcredit in the amount so applied or retained so that the Sublessor shall have the full SecurityDeposit on hand at all times during the Sublease Term.
 
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(c) Sublessor acknowledges that it is holding a letter of credit in the amount of $108,150.68. Sublessee may satisfy the requirements for providing the Letter of Credit hereunderby either delivering an additional Letter of Credit to Sublessor in the amount of $ 73,461.57or providing a new Letter of Credit to Sublessor for the full amount of the Security Deposit andSublessor shall thereafter promptly return the existing Letter of Credit to Sublessee. If thecurrent Letter of Credit shall continue to be used, Sublessee hereby waives any rights it has toobtain the return of such Letter of Credit under the 25th Floor Sublease and the termsof this Sublease only shall hereafter apply to the existing Letter of Credit.(d) If this Sublease expires prior to the Sublease Expiration Date, Sublessor shall returnthe original Letter of Credit to Sublessee thirty (30) days after such earlier termination dateprovided that at that time Sublessor shall not have any reason to draw down on the Letter ofCredit pursuant to the terms of this Sublease.(e) Notwithstanding the foregoing, if the Letter of Credit required hereunder has not beenissued as of the date that Sublessee executes and delivers this Sublease to Sublessor, Sublesseeshall use its best efforts to deliver such Letter of Credit to Sublessor no later than the datewhich is forty-five (45) days after an original of this Sublease executed by Sublessee isdelivered to Sublessor. If such Letter of Credit is not delivered within said forty-five (45) dayperiod, Sublessee shall, instead, provide the additional required Security Deposit by check madepayable to Sublessor. Sublessor shall not be required to deposit the cash portion of the SecurityDeposit in an interest bearing account and Sublessee hereby waives any rights to interest earnedon the cash portion of the Security Deposit. If Sublessor uses any part of the cash SecurityDeposit as provided in this Sublease, then Sublessee shall pay to Sublessor within ten (10) daysafter demand the amount so applied in order to restore the Security Deposit to its originalamount. Within four (4) business days after Sublessor’s receipt of the additional Letter ofCredit required hereunder, Sublessor shall return the corresponding portion of the cash SecurityDeposit then held by Sublessor to Sublessee by check payable to Sublessee. If Sublessor fails toso return such cash portion of the Security Deposit to Sublessee within the prescribed fourbusiness day period, then Sublessor shall pay Sublessee interest thereon at an annual rate ofthree percent (3%) commencing on the fifth business day after Sublessor fails to deliver such cashportion of the Security Deposit to Sublessee as required and ending on the day that Sublessor sodelivers such cash Security Deposit to Sublessee. If Sublessee fails to provide the Letter ofCredit or the additional cash portion of the Security Deposit within the forty-five (45) dayperiod referenced above, Sublessee shall be deemed to be in default of this Sublease.
 
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12. **Alterations**. Sublessee shall not make or permit the making of any alteration,addition, change, replacement, installation or addition in or to the 23rd Floor Premises without ineach instance obtaining the prior written consent of (x) Prime Landlord pursuant tothe terms of the Prime Lease and (y) Sublessor which consent of Sublessor shall not beunreasonably withheld, conditioned or delayed provided that (i) such alterations are consistentwith and are for the purposes of a first-class office use, (ii) are in compliance with allprovisions of the Prime Lease, (iii) Prime Landlord shall have granted its consent to suchalterations, if required under the Prime Lease and (iv) the proposed alteration does not in any wayaffect or change the existing wiring or telecommunications systems in the 23rd Floor Premises.Notwithstanding anything to the contrary herein, Sublessee shall be required to remove anyalterations, additions, changes, replacements, installations or additions to the 23rd FloorPremises made by Sublessee prior to the Sublease Expiration Date, to the extent the same are or maybe required to be removed under the Prime Lease. Sublessee shall not be required to remove anyimprovements made to the 23rd Floor Premises by Sublessor prior to the 23rd Floor SubleaseCommencement Date provided, however, that Sublessee shall pay for any additional costs incurred bySublessor to remove such alterations to the extent such additional costs are the result of any (x)alterations made to the 23rd Floor Premises by or on behalf of Sublessee after the 23rd FloorSublease Commencement Date, (y) default by Sublessee under this Sublease and/or (z) failure bySublessee to vacate the 23rd Floor Premises as required under this Sublease.13. **Brokerage**. Sublessor and Sublessee represent and warrant to each other thatStudley, Inc. and George Comfort and Sons, Inc. (collectively the “Brokers”) are the onlyreal estate brokers or agents with which each has had dealings, either direct or indirect, inconnection with this transaction. Sublessor shall pay any brokerage commissions to the Brokerspursuant to a separate agreement or agreements between Sublessor and the Brokers. Each ofSublessor and Sublessee shall indemnify, and hold the other harmless from and against any loss ordamage, including attorneys’ fees and expenses, resulting from a misrepresentation or failure toperform by such party under this Article. The provisions of this Section shall survive theexpiration or earlier termination of this Sublease.14. **Successors and Assigns**. The provisions of this Sublease, except as hereinotherwise specifically provided, shall extend to, bind and inure to the benefit of the partieshereto and their respective successors and permitted assigns. If Sublessor assigns or transfersthe leasehold estate under the Prime Lease, Sublessor shall be relieved and freed of allobligations under this Sublease to the extent such obligations are expressly assumed by theassignee or transferee.15. **Insurance**. Sublessee shall maintain throughout the term of this Sublease, for thebenefit of Sublessor and Prime Landlord naming each as additional insureds, such insurance asSublessor shall be required to provide pursuant to the terms of the Prime Lease. Sublessee agreesthat certificates of all such policies shall be delivered to Sublessor and Prime Landlord on orbefore the 23rd Floor Sublease Commencement Date.16. **Right to Cure Sublessee’s Defaults**. If Sublessee shall at any time fail to makeany payment or perform any other of its obligations hereunder beyond any applicable grace or cureperiod, then Sublessor shall have the right, but not the obligation, and without waiving orreleasing Sublessee from any obligations of Sublessee hereunder, to make such payment or performsuch other obligation of Sublessee in such manner and to such extent as Sublessor shall deemnecessary, and in exercising any such right, to pay any incidental costs and expenses, includingreasonable attorneys’ fees and expenses. Sublessee shall pay to Sublessor upondemand all sums so paid by Sublessor and all incidental costs and expenses of Sublessor inconnection herewith, together with interest thereon at the rate of one and one-half percent (1.5%)per calendar month or any part thereof or the then maximum lawful interest rate, whichever shall beless, from the date of the making of such expenditures.
 
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17. **Termination of Prime Lease**. If for any reason the term of the Prime Lease shallterminate prior to the expiration date of this Sublease, this Sublease shall thereupon beterminated and Sublessor shall not be liable to Sublessee by reason thereof unless said terminationshall have been effected because of the breach or default of Sublessor under the Prime Lease notcaused or arising out of the negligence, misconduct or breach of the provisions of this Sublease bySublessee, and/or its principals, partners, officers, employees, agents, contractors,subcontractors, guests and/or invitees, or any person claiming by, through or under Sublessee.18. **Prime Landlord Consent**. Wherever in this Sublease Sublessee is required to obtainSublessor’s consent or approval, Sublessee understands that Sublessor may be required to firstobtain the consent or approval of Prime Landlord. Sublessor shall use commercially reasonableefforts, (to the extent such efforts require incurring reasonable costs, such costs shall bepromptly reimbursed by Sublessee to Sublessor within ten (10) days after demand by Sublessor), toobtain Prime Landlord’s consent or approval (to the extent required); provided, however, the use ofcommercially reasonable efforts shall not include the commencement of any type of action againstPrime Landlord to obtain such consent or approval. If Prime Landlord should refuse such consent orapproval, Sublessor shall be released of any obligation to grant its consent or approval.Sublessee agrees, at its sole cost and expense, to pay any and all charges which may be due toPrime Landlord under the Prime Lease for any approvals by Prime Landlord with respect to the 23rdFloor Premises within ten (10) days after rendition of a bill for same by Sublessor; provided,however, that Sublessee shall pay for any charges that may be imposed by Prime Landlord inconnection with its consent to this Sublease immediately upon demand by Prime Landlord. If thePrime Landlord’s consent to this Sublease or Sublessor’s occupancy of the 23rd Floor Premisespursuant to this Sublease is not received within thirty (30) days after the date this Sublease isfully executed by both Sublessor and Sublessee, either Sublessor or Sublessee may elect to cancelthis Sublease by giving notice to the other any time thereafter, but prior to Prime Landlord’sconsent being received by either party. If notice of cancellation has been given in accordancewith the provisions of this Section 18, then (i) Sublessor shall not be obligated to takefurther action to obtain such consent, (ii) Sublessor shall promptly return any advance rent, orSecurity Deposit paid by Sublessee upon the execution hereof in connection with this Sublease,(iii) Sublessee shall relinquish any rights or claims it may have with respect to the 23rd FloorPremises and (iv) the 25th Floor Sublease shall not be terminated, but shall continue in full forceand effect. Notwithstanding any provision contained in this Section 18, Sublessee shall not berequired to reimburse Sublessor for attorneys’ fees and other costs incurred by Sublessor inconnection with the preparation, negotiation and execution of this Sublease.19. **Holdover**. If Sublessee shall hold over or remain in possession of any portion ofthe 23rd Floor Premises beyond the expiration date of this Sublease or the Prime Lease, Sublesseeshall be liable to Sublessor not only for amounts due by Sublessor pursuant to the terms of thePrime Lease but for such additional damages as Sublessor may be liable onaccount of such holding over by Sublessee and Sublessee shall indemnify Sublessor for anycharges or costs incurred by Sublessor due to Sublessee’s holding over in the 23rd Floor Premises.
 
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20. **Furniture****.**Sublessee shall leave and not remove any of the furniture identifiedon Exhibit B hereto on the 25th Floor Premises (the “25th Floor Furniture”) and representsthat the 25th Floor Furniture is in good condition, subject to ordinary wear and tear from useduring Sublessee’s occupancy of the 25th Floor Premises during the term of the25th Floor Sulbease. Sublessee hereby waives all rights it has to the 25th FloorFurniture as of the 23rd Floor Sublease Commencement Date and represents that no Title Transfer (asdefined in the 25th Floor Sublease) occurred with respect to the 25th Floor Furniture.Sublessor shall leave the furniture currently existing on the 23rd Floor Premises and shown onExhibit D hereto (collectively the “23rd Floor Furniture”) in the 23rd Floor Premises forSublessee’s use during the 23rd Floor Sublease Term. Except for the 23rd FloorFurniture, Sublessor shall remove all other items of furniture in the 23rd FloorPremises prior to the 23rd Floor Sublease Commencement Date. Sublessee acknowledgesthat it is aware of the physical condition of the 23rd Floor Furniture and agrees to accept same intheir “as is” and “where is” condition on the date hereof, ordinary wear and tear and damage bycasualty or any other matter excepted without representation or warranty by Sublessor as to itscondition, state of repair or suitability for Sublessee’s use or any other matter related theretoand Sublessor shall have no liability or obligations of any nature whatsoever to Sublessee withrespect to the 23rd Floor Furniture. Provided that this Sublease is not terminated prior toSeptember 29, 2016 due to any default or breach by Sublessee, then title to the 23rd FloorFurniture shall automatically be transferred to Sublessee without further consideration one (1) dayprior to the Sublease Expiration Date (the “Title Transfer”), and such title to the 23rdFloor Furniture shall automatically be deemed to have been accepted by Sublessee. Provided theTitle Transfer occurs, Sublessee, at Sublessee’s cost and expense shall remove the 23rd FloorFurniture from the 23rd Floor Premises (together with all other property of Sublessee) no laterthan the Sublease Expiration Date and Sublessee shall repair all damage occasioned by the removalof the 23rd Floor Furniture from the 23rd Floor Premises. Sublessee shall indemnify and holdharmless Sublessor against and from any and all transfer or sales taxes incurred or arising fromthe transfer of the 23rd Floor Furniture to the Sublessee. Such indemnification shall includereasonable attorneys’ fees or disbursements paid or incurred in connection with the enforcement ofthe foregoing indemnification. The obligations of Sublessee under this Section 20 shall survivethe expiration or termination of the 23rd Floor Sublease Term.21. **Casualty and Condemnation**. Sublessee shall promptly advise Sublessor if the 23rdFloor Premises are damaged by fire or casualty. Notwithstanding anything to the contrary containedin this Sublease or in the Prime Lease, if the whole or any part of the 23rd Floor Premises shallbe damaged by fire or casualty or is the subject of a condemnation, and if the Prime Lease is notterminated on account thereof by the Prime Landlord or Sublessor, then this Sublease shall remainin full force and effect and Sublessee’s obligation to pay Base Rent and any additional rent forthe 23rd Floor Premises shall abate if and to the extent Base Rent and additional rent, as the casemay be, payable by Sublessor under the Prime Lease for the 23rd Floor Premises is abated pursuantto the terms of the Prime Lease, provided, however, that if Sublessor is entitled to terminate thePrime Lease by reason of such casualty
 
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or condemnation, Sublessee may terminate this Sublease as toany corresponding part of the 23rd Floor Premises by written notice to Sublessor prior to the time Sublessor is required to give notice to PrimeLandlord under the terms of the Prime Lease and this Sublease shall so terminate provided furtherthat the Prime Lease and all Sublessor’s obligations under the Prime Lease with respect to the 23rdFloor Premises are correspondingly terminated. Sublessor shall not terminate or consent totermination of the Prime Lease in the event of casualty or condemnation pursuant to the terms ofthe Prime Lease without prior written consent of Sublessee, provided on condition that if Sublesseedenies its consent to any such termination, then Sublessee shall pay all rent, costs and expenses,if any, payable with respect to or by reason of the decision not to terminate the Prime Leaseincluding, without limitation, all rent and additional rent payable under the Prime Lease for the23rd Floor Premises and the 25th Floor Premises, and shall indemnify and hold harmless Sublessorfor all damages, costs and expenses that Sublessor incurs as a result of the Sublesee’s choice notto consent to such termination.22. **Enforcement**. If any provisions of this Sublease or the application thereof to anyperson or circumstances shall, for any reason and to any extent, be invalid or unenforceable, theremainder of this Sublease and the application of that provision to other persons or circumstancesshall not be affected but rather shall be enforced to the extent permitted by law. This Subleaseshall be construed without regard to any presumption or other rule requiring construction againstthe party causing this Sublease to be drafted. Each covenant, agreement, obligation or otherprovision of this Sublease on Sublessee’s part to be performed, shall be deemed and construed as aseparate and independent covenant of Sublessee, not depending on any other provision of thisSublease. All terms and words used in this Sublease shall be deemed to include any other numberand any other gender as the context may require.23. **Signage**. Sublessee shall have the right to display its signage on the 23rd FloorPremises if and to the extent permitted by Prime Landlord and in accordance with the terms of thePrime Lease.24. **Recording**. Sublessee shall not record this Sublease nor any memorandum thereof.25. **No Oral Modification**. This Sublease may not be modified orally, but only in awriting signed by both parties.26. **New York Law**. This Sublease shall be governed by, and construed and enforced inaccordance with, the laws of the State of New York.27. **Entire Agreement**. This Sublease constitutes the entire agreement between theparties with respect to the 23rd Floor Premises and all representations and understandings havebeen merged herein. This Sublease cannot be changed or terminated orally or in any manner otherthan by a written agreement executed by both parties.
 
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28. **Representations and Warranties**. (a) Sublessor represents and warrants toSublessee as follows as of the date of execution and delivery of this Sublease that:(i) The Prime Lease is in full force and effect;(ii) The Prime Lease has not been modified, amended or supplemented;(iii) Sublessor has not received any written notice of any default by Sublessor under thePrime Lease, which default remains uncured;(iv) Sublessor holds the entire tenant’s interest in the 23rd Floor Premises under the PrimeLease free and clear of any liens, claims, mortgages, charges or encumbrances, subleases andoccupancies (other than this Sublease and the Prime Lease), other than matters to which the tenancyof this Sublessor, as tenant under the Prime Lease, is or may be subordinate;(v) There is no litigation or bankruptcy or insolvency proceedings pending or threatenedagainst Sublessor with respect to the 23rd Floor Premises or which would prevent Sublessor fromperforming its obligations under this Sublease;(vi) Sublessor has not received any written notice of any default from Prime Landlord for the25th Floor Premises; and(vii) Sublessor has not given or received any notice of any default under any provision of the25th Floor Sublease.(b) Sublessee represents and warrants to Sublessor as follows as of the date of execution ofthis Sublease that:(i) the 25th Floor Sublease is in full force and effect;(ii) Sublessee has not received any written notice of any default by Prime Landlord for the25th Floor Premises;(iii) Sublessee has not given or received any notice of any default under any provision of the25th Floor Sublease.29. **Authority**.(a) Sublessee represents and warrants to Sublessor that (i) Sublessee is duly organized,validly existing and in good standing under the laws of the State of New York, and has the fullright and authority to enter into this Sublease; and (ii) the execution, delivery and performanceof this Sublease by Sublessee: (x) has been duly authorized, (y) does not conflict with anyprovisions of any instrument to which Sublessee is a party or by which Sublessee is bound, and (z)constitutes a valid, legal and binding obligation of Sublessee.(b) Sublessor represents and warrants to Sublessee that (i) Sublessor is duly organized,validly existing and in good standing under the laws of the State of Delaware, has the authorityto do business in the State of New York, and has the full right and authority to enter into thisSublease; and (ii) the execution, delivery and performance of this Sublease by Sublessor: (x) hasbeen duly authorized, (y) does not conflict with any provisions of anyinstrument to which Sublessor is a party or by which Sublessor is bound, and (z) constitutesa valid, legal and binding obligation of Sublessor.
 
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30. **Counterparts**. This Sublease may be executed in several counterparts, each ofwhich shall be deemed an original. Such counterparts constitute but one and the same instrument,which may be sufficiently evidenced by one counterpart. Facsimile signatures on these instrumentsshall be binding with the same force and effect as original signatures.31. **Quiet Enjoyment**. So long as Sublessee pays the Base Rent and additional rent andperforms all its other obligations hereunder, Sublessee may lawfully and quietly hold and enjoy the23rd Floor Premises during the 23rd Floor Sublease Term without disturbance from Sublessor, subjectto the terms and provisions of this Sublease and the Prime Lease.32. **Subordination of Renewal Option**. Sublessor hereby waives any rights it may haveto renew the term of the Prime Lease, including, but not limited to, Sublessor’s renewal option setforth in Section 11 of the First Amendment, and agrees that Sublessor shall not exercise any suchrenewal rights or agree to any other lease or occupancy arrangement for the 23rd FloorPremises for any time beyond the 23rd Floor Sublease Term, without the prior writtenconsent of Subleasee, which consent may be withheld in Sublessee’s sole discretion.
 
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IN WITNESS WHEREOF,the parties hereto have caused this Sublease to be executed as of the dayand year first above written.       **SUBLESSOR:**         **Primus Financial Products, LLC**         /s/ Richard Claiden Name: Richard Claiden    Its: Chief Executive Officer         **SUBLESSEE:**         **Seaport Group Leasing, LLC**         **By: The Seaport Group, LLC, its sole member**         /s/ Michael J. Meagher Name: Michael J. Meagher    Its: Managing Member  Sublessee’s Federal TaxIdentification No.                                                             
 
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**EXHIBIT A****FORM OF LETTER OF CREDIT**[LETTERHEAD OF ISSUING BANK]LETTER OF CREDIT DEPARTMENTIssue Date:                                                              , 2010                      OurNumber:                                         No.                                                                                 Irrevocable Commercial Letter of Credit     *Applicant:*       *Beneficiary:* [Sublessor]     *Amount (U.S.):* $[Full amount of Security Deposit]     *Expiry:* [Expiration Date of the Sublease]Gentlemen:For the account ofApplicant we hereby establish this Irrevocable Letter of Credit No.                                          in yourfavor for an amount of up to $                                         effective immediately,available by your drafts at sight when accompanied by this Irrevocable Letter of Credit.All drafts must bemarked “Drawn under                                          Bank,Irrevocable Letter of Credit No.                                          dated                                          , 2010.”It is a condition of this Irrevocable Letter of Credit that it shall be payable in multipledrafts and shall be fully transferable by Beneficiary multiple times without any fees or chargespayable by Beneficiary in connection therewith.It is a condition of this Irrevocable Letter of Credit that it shall be automatically extendedfor additional periods of one year from the present or any future expiry date, unless, at least 60days prior to any such expiry date, we notify you in writing at the above address, by certified orregistered mail, return receipt requested, that we elect not to renew this Irrevocable Letter ofCredit for such additional period. Upon receipt by you of such notice, you may draw drafts on usat sight for an amount not to exceed the balance remaining in this Irrevocable Letter of Creditwithin the then applicable expiry date.We hereby agree with you that drafts drawn under and in accordance with the terms of thisIrrevocable Letter of Credit will be duly honored by us on delivery of this Irrevocable Letter ofCredit to this office as follows: [Bank address, including floor and attn. — THIS ADDRESS MUST BEIN MANHATTAN OR WITHIN A REASONABLE DISTANCE THEREOF].
 
 

 
In the event that the Applicants becomes a debtor in a case under Title 11 of the UnitedStates Code (the “Bankruptcy Code”), or in any other insolvency or similar proceeding, ourobligations to the Beneficiary hereunder shall not be reduced, limited, impaired, discharged,deferred, suspended, stayed, terminated or otherwise affected by reason thereof or by reason of anyprovisions of the Bankruptcy Code (including, but not limited to, Section 362 and 502(b) of theBankruptcy code), or the provisions of any other insolvency or similar law.This credit is subject to the International Standby Practices 1998, International Chamber ofCommerce Publication No. 590; provided, however, that in the event the expiration date occursduring an interruption of our business of the type described in such publication, then theexpiration date shall be deemed to be automatically extended until the date which shall be five (5)days after the resumption of our business.        Authorized Signature  
 
 

 
**EXHIBIT B****25th FLOOR FURNITURE**TRADING ROOM