{"id":41730,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/417-fifth-avenue-new-york-ny-agreement-of-lease-polestar.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"417-fifth-avenue-new-york-ny-agreement-of-lease-polestar","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/417-fifth-avenue-new-york-ny-agreement-of-lease-polestar.html","title":{"rendered":"417 Fifth Avenue (New York, NY) Agreement of Lease &#8211; Polestar Fifth Property Associates LLC and Women.com Networks LLC"},"content":{"rendered":"<pre>\n                               AGREEMENT OF LEASE\n\n                                     Between\n\n                     POLESTAR FIFTH PROPERTY ASSOCIATES LLC\n\n                                    Landlord,\n\n                                       AND\n\n                            WOMEN.COM NETWORKS, LLC\n\n                                     Tenant.\n\n                                    Premises:\n\n                   The entire Second (2nd) Floor and Mezzanine\n\n                                417 Fifth Avenue\n\n                               New York, New York\n\n                       -----------------------------------\n\n\n\n   2\n\n                                TABLE OF CONTENTS\n\n\n                                                                                          Page\n                                                                                          ----\n\n1.      BASIC LEASE TERMS...................................................................1\n\n        A.     Definitions..................................................................1\n        B.     Demise.......................................................................2\n        C.     Term.........................................................................2\n        D.     Rent.........................................................................2\n        E.     Rent Credit..................................................................2\n\n2.      USE AND OCCUPANCY...................................................................2\n\n        A.     Permitted Uses...............................................................2\n        B.     Use Prohibitions.............................................................2\n\n3.      ALTERATIONS.........................................................................3\n\n        A.     Alterations Within Premises..................................................3\n        B.     Restoration of Premises......................................................3\n        C.     Chlorofluorocarbons..........................................................4\n        D.     Submission of Plans..........................................................4\n        E.     Mechanics' Liens; Labor Conflicts............................................4\n\n4.      REPAIRS.............................................................................4\n\n5.      WINDOW CLEANING.....................................................................5\n\n6.      REQUIREMENTS OF LAW; FLOOR LOAD.....................................................5\n\n        A.     Requirements of Law..........................................................5\n        B.     Floor Load...................................................................6\n\n7.      SUBORDINATION.......................................................................6\n\n        A.     Subordination................................................................6\n        B.     Attornment...................................................................6\n        C.     Subordination, Non-Disturbance Agreement.....................................6\n\n8.      RULES AND REGULATIONS...............................................................7\n\n9.      INSURANCE...........................................................................8\n\n        A.     Liability Insurance..........................................................8\n        B.     \"All Risk\" Insurance.........................................................8\n        C.     Waiver of Subrogation........................................................8\n\n10.     DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE................................9\n\n        A.     Repair of Damage.............................................................9\n        B.     Landlord's Termination Option................................................9\n        C.     Tenant's Termination Option..................................................9\n        D.     Repair Delays................................................................9\n        E.     Provision Controlling........................................................9\n        F.     Property Loss or Damage.....................................................10\n\n11.     CONDEMNATION.......................................................................10\n\n        A.     Condemnation................................................................10\n        B.     Award.......................................................................10\n\n12.     ASSIGNMENT AND SUBLETTING..........................................................10\n\n        A.     Prohibition Without Consent.................................................10\n        B.     Notice of Proposed Transfer.................................................11\n        C.     Landlord's Option...........................................................11\n        D.     Termination by Landlord.....................................................11\n        E.     Intentionally Deleted.......................................................11\n        F.     Effect of Termination.......................................................11\n        G.     Conditions for Landlord's Approval..........................................11\n        H.     Future Requests.............................................................13\n        I.     Sublease Provisions.........................................................13\n        J.     Profits from Assignment or Subletting.......................................13\n        K.     Other Transfers.............................................................13\n        L.     Related Corporation.........................................................14\n        M.     Assumption by Assignee......................................................14\n\n\n\n\n                                      -i-\n   3\n\n\n                                                                              \n        N.     Liability of Tenant.........................................................14\n        O.     Listings....................................................................14\n        P.     Exclusive Broker............................................................14\n        Q.     Re-entry by Landlord........................................................15\n        R.     Reimbursement...............................................................15\n\n13.     CONDITION OF THE PREMISES..........................................................15\n\n        A.     Acceptance by Tenant........................................................15\n        B.     Tenant's Initial Alteration.................................................16\n\n14.     ACCESS TO PREMISES.................................................................16\n\n        A.     Access by Landlord..........................................................16\n        B.     Other Landlord Privileges...................................................16\n        C.     Courtyard Access............................................................17\n\n15.     CERTIFICATE OF OCCUPANCY...........................................................17\n\n16.     LANDLORD'S LIABILITY...............................................................17\n\n17.     DEFAULT............................................................................17\n\n        A.     Events of Default; Conditions of Limitation.................................17\n        B.     Effect of Bankruptcy........................................................18\n        C.     Conditional Limitation......................................................18\n\n18.     REMEDIES AND DAMAGES...............................................................18\n\n        A.     Landlord's Remedies.........................................................18\n        B.     Damages.....................................................................19\n        C.     Legal Fees..................................................................20\n        D.     Additional Landlord Remedies................................................20\n\n19.     FEES AND EXPENSES..................................................................20\n\n        A.     Curing Tenant's Defaults....................................................20\n        B.     Late Charges................................................................20\n\n20.     NO REPRESENTATIONS BY LANDLORD.....................................................21\n\n21.     END OF TERM........................................................................21\n\n        A.     Surrender of Premises.......................................................21\n        B.     Holdover by Tenant..........................................................21\n\n22.     QUIET ENJOYMENT....................................................................21\n\n23.     FAILURE TO GIVE POSSESSION.........................................................21\n\n24.     NO WAIVER..........................................................................22\n\n25.     WAIVER OF TRIAL BY JURY............................................................22\n\n26.     INABILITY TO PERFORM...............................................................22\n\n27.     BILLS AND NOTICES..................................................................23\n\n28.     ESCALATION.........................................................................23\n\n        A.     Defined Terms...............................................................23\n        B.     Escalation..................................................................24\n        C.     Payment of Escalations......................................................25\n        D.     Adjustments.................................................................25\n        E.     Intentionally Deleted.......................................................26\n\n29.     SERVICES...........................................................................26\n\n        A.     Elevator....................................................................26\n        B.     Heating.....................................................................26\n        C.     Cooling\/Window Units........................................................26\n        D.     After Hours and Additional Services.........................................27\n        E.     Cleaning\/Provided by Landlord...............................................27\n        F.     Sprinkler System............................................................27\n        G.     Water.......................................................................27\n        H.     Electricity Service.........................................................28\n        I.     Interruption of Services....................................................29\n\n\n\n\n                                      -ii-\n   4\n\n\n                                                                                    \n        J.     Life Safety Systems.........................................................29\n        K.     Conduit Riser...............................................................29\n\n30.     PARTNERSHIP TENANT.................................................................29\n\n        A.     Partnership Tenants.........................................................29\n        B.     Limited Liability Entity....................................................30\n\n31.     VAULT SPACE........................................................................30\n\n32.     SECURITY DEPOSIT...................................................................30\n\n33.     CAPTIONS...........................................................................33\n\n34.     ADDITIONAL DEFINITIONS.............................................................33\n\n35.     PARTIES BOUND......................................................................33\n\n36.     BROKER.............................................................................33\n\n37.     INDEMNITY..........................................................................33\n\n38.     ADJACENT EXCAVATION SHORING........................................................34\n\n39.     MISCELLANEOUS......................................................................34\n\n        A.     No Offer....................................................................34\n        B.     Certificates................................................................34\n        C.     Directory Listings..........................................................34\n        D.     Authority...................................................................34\n        E.     Signage.....................................................................34\n        F.     Consents and Approvals......................................................35\n        G.     Governing Law...............................................................35\n        H.     Financial Statements........................................................35\n        I.     Signatories.................................................................35\n\n40.     HAZARDOUS SUBSTANCES...............................................................35\n\n41.     INTENTIONALLY DELETED..............................................................36\n\n42.     INTENTIONALLY DELETED..............................................................36\n\n43.     RIGHT OF FIRST OFFER...............................................................36\n\n\n\n\n                                     -iii-\n   5\n\nExhibit 1     Floor Plan of Premises\n\nExhibit 2     Cleaning Specifications for Premises\n\nExhibit 3     Form of Letter of Credit\n\nSchedule A    Rules and Regulations\n\nSchedule B    Landlord's Pre-Commencement Core Work and\n              Landlord's Post-Commencement Core Work\n\nSchedule C    Requirements for Certificates of Final Approval\n\nSchedule D    Tenant's Initial Alteration\n\nSchedule E    Tenant Alteration Work and New Construction\n              Conditions and Requirements\n\n\n\n                                      -iv-\n   6\n\n        THIS AGREEMENT OF LEASE (this \"Lease\"), made as of this 31st day of\nJuly, 1999 by and between POLESTAR FIFTH PROPERTY ASSOCIATES LLC, having an\noffice c\/o New Rock Realty Management LLC, 420 Lexington Avenue, New York, New\nYork 10017 (\"Landlord\") and WOMEN.COM, LLC, a Delaware limited liability company\nhaving an office at 4 Columbus Circle, New York, New York 10019 (\"Tenant\").\n\n1. BASIC LEASE TERMS.\n\n        A. Definitions. The following definitions contained in this subsection A\nof this Article 1 shall have the meanings hereinafter set forth used throughout\nthis Lease and the Exhibits and Schedules (if any) annexed hereto and made a\npart hereof.\n\n                (i) \"Base Labor Year\" shall mean the calendar year 1999.\n\n                (ii) \"Base Tax Year\" shall mean the Tax Year (as defined in\nArticle 28 hereof) 1999\/2000.\n\n                (iii) \"Broker\" shall mean collectively, Cushman &amp; Wakefield,\nInc. and Insignia\/Edward S. Gordon Company.\n\n                (iv) \"Building\" the building known as 417 Fifth Avenue, County,\nCity and State of New York, together with all appurtenant rights granted to\nLandlord, as lessee under the Master Lease (as hereinafter defined).\n\n                (v) \"Commencement Date\" shall mean the earlier of (i) the date\nthat Tenant takes possession of the Premises, or (ii) the date that is five (5)\ndays after the date that Landlord substantially completes Landlord's\nPre-Commencement Core Work (as hereinafter defined), Landlord shall use\nreasonable efforts so that the Commencement Date shall be no later than\nSeptember 30, 1999, subject to the terms and conditions contained in Article 26.\n\n                (vi) \"Expiration Date\" shall mean December 31, 2009.\n\n                (vii) Intentionally Deleted.\n\n                (viii) \"Labor Rate Factor\" shall mean 47,193.\n\n                (ix) \"Labor Rate Multiple\" shall mean one (1).\n\n                (x) \"Landlord's Contribution\" shall mean $1,529,440.00.\n\n                (xi) \"Landlord's Pre-Commencement Core Work\" shall mean the work\nand installations at the Premises performed prior to the Commencement Date and\n\"Landlord's Post Commencement Core Work\" shall mean the work and installation at\nthe Premises performed after the Commencement Date each as set forth in Schedule\nB annexed hereto and made a part hereof (\"Landlord's Pre-Commencement Core Work\nand Landlord's Post Commencement Core Work are from time to time collectively\nreferred to herein as \"Landlord's Core Work\").\n\n                (xii) \"Master Lease\" shall mean that certain lease dated\nFebruary 9, 1998 between 417 FS REALTY LLC, as lessor and Landlord, as lessee,\nas such lease has been and may be modified and amended from time to time.\n\n                (xiii) \"Permitted Uses\" shall mean executive and general office\nuse.\n\n                (xiv) \"Plans Submission Date\" shall mean the date sixty (60)\ndays after the date of execution of this Lease.\n\n                (xv) \"Premises\" shall mean the entire second (2nd) floor and the\nmezzanine in the Building, as more particularly shown hatched on Exhibit 1\nannexed hereto and made a part hereof.\n\n                (xvi) \"Real Property\" shall mean the Building together with the\nplot of land upon which such building stands.\n\n                (xvii) \"Rent\" shall mean:\n\n                        (a) for the period commencing on the Rent Commencement\nDate through and including December 31, 2004, $1,349,816.00 Dollars per annum,\npayable in equal monthly installments of $112,484.66 Dollars each;\n\n\n\n   7\n\n                        (b) for the period commencing on January 1, 2005 through\nand including the Expiration Date, $1,489,752.00 Dollars per annum, payable in\nequal monthly installments of $124,146.00 Dollars each.\n\n                (xviii) \"Rent Commencement Date\" shall mean January 1, 2000.\n\n                (xix) \"Security Deposit\" shall mean the sum of $ 1,419,784.00 in\naccordance with Article 32.\n\n                (xx) Intentionally Deleted.\n\n                (xxi) \"Tenant's Initial Alteration\" shall mean the work and\ninstallations at the Premises to prepare the same for Tenant's initial occupancy\nin accordance with Schedule D annexed hereto and made a part hereof.\n\n                (xxii) \"Tenant's Proportionate Share\" shall mean fourteen and\nthree one hundredths percent (14.30%).\n\n        Notwithstanding anything to the contrary contained in this subsection A\nof this Article 1, Articles 1 through 43 of this Lease shall control the rights\nand obligations of the parties hereto.\n\n        B. Demise. Subject to and upon the terms and conditions of this Lease,\nLandlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the\nPremises, together with the non exclusive right in common with other tenants and\noccupants of the Building to use the common areas of the Building, which\nLandlord may vary from time to time, for the duration of the term of this Lease.\n\n        C. Term. This Lease shall be for a term (the \"Term\") which commences on\nthe Commencement Date and ends on the Expiration Date, unless sooner terminated\npursuant to any of the terms, covenants or conditions of this Lease or pursuant\nto law. Within ten (10) business days of Landlord's or Tenant's request, Tenant\nand Landlord shall join in the execution of an agreement stipulating the\nCommencement Date, the Rent Commencement Date and the Expiration Date of this\nLease.\n\n        D. Rent. Commencing as of the Rent Commencement Date, and continuing\nthroughout the Term, Tenant shall pay Landlord the annual Rent set forth in\nsubsection A of this Article 1, payable without demand, on or in advance of the\nfirst day of each month in equal monthly installments, in lawful money (legal\ntender for public or private debts) of the United States of America, at the\noffice of Landlord or such other place as Landlord may designate from time to\ntime without any set-off, offset, abatement or deduction whatsoever, except as\notherwise expressly provided for in this Lease, except that Tenant shall pay the\nfirst (1st) monthly installment upon Tenant's execution of this Lease. If the\nRent Commencement Date occurs on a date other than the first day of a calendar\nmonth, Tenant shall pay to Landlord on or before the first day of the next month\nthe monthly installment of Rent for such partial month on a pro rata basis\n(based on the actual number of days in the commencement month), and the first\nmonth's rent paid by Tenant as described above shall be applied to the first\nfull calendar month of the Term for which Rent shall be due and payable. Such\npayment, together with the sum paid by Tenant as first month's Rent upon the\nexecution of this Lease, shall constitute payment of the Rent for the period\nfrom the Rent Commencement Date to and including the last day of the next\nsucceeding calendar month.\n\n        E. Rent Credit. Notwithstanding anything to the contrary hereinabove set\nforth, provided this Lease is in full force and effect and Tenant is not in\ndefault under this Lease, Tenant shall be entitled to a credit against the Rent\nfor the period commencing on the Commencement Date and ending on the day\nimmediately preceding the Rent Commencement Date in the monthly amount of\n$112,484.66. The foregoing rent credit shall be null and void \"ab initio\" if\nLandlord at any time terminates this Lease or re-enters or repossesses the\nPremises on account of any default beyond any applicable notice and cure period\nof Tenant under this Lease, and Landlord shall be entitled to recover from\nTenant, in addition to all other amounts Landlord is entitled to recover, the\naggregate amount of the rent credit herein provided for.\n\n2.  USE AND OCCUPANCY.\n\n        A. Permitted Uses. Tenant shall use and occupy the Premises for the\nPermitted Uses, and for no other purpose.\n\n        B. Use Prohibitions. Anything contained herein to the contrary\nnotwithstanding, Tenant shall not use the Premises or any part thereof, or\npermit the Premises or any part thereof to be used, (i) for the business of\nphotographic, multilith or multigraph reproductions or offset printing, (ii) as\nan employment agency, labor union office, physician's or dentist's office or for\nthe rendition of any other diagnostic or therapeutic services, dance or music\nstudio, school (except for the training of employees of Tenant), (iii) for a\npublic stenographer or typist, (iv) for a telephone or telegraph agency,\ntelephone or secretarial service for the public at large, (v) for a messenger\nservice for the public at large, (vi) gambling or gaming\n\n\n\n                                       2\n   8\n\nactivities, obscene or pornographic purposes or any sort of commercial sex\nestablishment, (vii) for the possession, storage, manufacture or sale of\nalcohol, drugs or narcotics, (viii) for the offices or business of any federal,\nstate or municipal agency or any agency of any foreign government or (ix) for a\nsecurity or guard service, or any other business for which landlords of\ncomparable avenue buildings would not normally rent space for. If any provision\nof this Lease permits, in whole or in part, use involving fabrication of any\nproduct or assembly of components of any product or the sale of any product or\nservice, such use is only permitted to the extent lawful under the present\ncertificate of occupancy for the Building and under laws, ordinances,\nregulations, rules and orders of any governmental body having jurisdiction over\nthe Premises, from time to time in effect. The provisions of this Article shall\nbe binding upon Tenant's successors, assigns, subtenants and licensees and shall\nnot be waived by any consent to an assignment or subletting or otherwise except\nby written instrument expressly referring to this Article. Nothing in this\nsubsection B shall preclude Tenant from using any part of the Premises for\nphotographic, multilith or multigraph reproductions in connection with, either\ndirectly or indirectly, its own business and\/or activities.\n\n3.  ALTERATIONS.\n\n        A. Alterations Within Premises. Tenant shall not make or perform or\npermit the making or performance of, any alterations, installations,\nimprovements, additions or other physical changes in or about the Premises\n(\"Alterations\") without Landlord's prior consent (except for painting, carpeting\nand wallcovering, in an amount which does not exceed Fifty Thousand ($50,000)\nDollars in the aggregate [\"Decorative Changes\"], which may be made without\nLandlord's consent). Notwithstanding the foregoing, subject to obtaining the\nprior written consent of Landlord, which consent Landlord agrees not to\nunreasonably withhold or delay, and subject to the provisions of this Article,\nTenant, at Tenant's expense, may make Alterations in or to the interior of the\nPremises which are nonstructural, do not affect the Building's mechanical,\nelectrical, plumbing, Class E or other Building systems or the structural\nintegrity of the Building, do not affect any part of the Building other than the\nPremises, do not affect any service required to be furnished by Landlord to\nTenant or to any other tenant or occupant of the Building, do not reduce the\nvalue or utility of the Building and which are performed only by contractors and\nmechanics first approved by Landlord and in compliance with all applicable laws.\nTenant shall not perform work, without the prior written consent of Landlord,\nwhich may be granted or withheld in Landlord's sole discretion, which would (i)\nrequire changes to the structural components of the Building or the exterior\ndesign of the Building, (ii) require any material modification to the Building's\nmechanical, electrical, plumbing installations or other Building installations\noutside the Premises, (iii) not be in compliance with all applicable laws,\nrules, regulations and requirements of any governmental department having\njurisdiction over the Building and\/or the construction of the Premises,\nincluding but not limited to, the Americans with Disabilities Act of 1990, or\n(iv) be incompatible with the Certificate of Occupancy for the Building. Any\nchanges required by any governmental department affecting the construction of\nthe Premises shall be performed at Tenant's sole cost. All Alterations shall be\ndone at Tenant's expense and at such times and in such manner as Landlord may\nfrom time to time reasonably designate pursuant to the conditions for\nAlterations prescribed by Landlord for the Premises. A copy of the current\nconstruction conditions and requirements for tenant alteration work and new\nconstruction is annexed hereto as Schedule E and made a part hereof.\n\n        B. Restoration of Premises. All furniture, furnishings and movable\nfixtures and removable partitions installed by Tenant must be removed from the\nPremises by Tenant, at Tenant's expense, on or prior to the Expiration Date. All\nAlterations in and to the Premises which may be made by Landlord or Tenant prior\nto and during the Term, or any renewal thereof, shall become the property of\nLandlord upon the Expiration Date or earlier end of the Term or any renewal\nthereof, and shall not be removed from the Premises by Tenant unless Landlord,\nat Landlord's option, by notice to Tenant, prior to the Expiration Date, elects\nto have them removed from the Premises by Tenant, in which event the same shall\nbe removed from the Premises by Tenant, at Tenant's expense, on or prior to the\nExpiration Date, but Tenant shall not be obligated to remove (a) typical office\ninstallations only (no raised floor(s), vault(s), etc.), and (b) any Alterations\ninstalled unless Tenant requests in writing from Landlord whether the same shall\nbe required to be removed from the Premises and Landlord notifies Tenant, at the\ntime Landlord reviews the plans and specifications therefore, that such\nAlterations will have to be removed upon the expiration of the Term, or (c)\nTenant's Initial Alteration (except for non-typical office installations [i.e.,\nsafes, pantries and raised flooring], provided, however, Tenant shall be\nrequired to pay for the cost of removal of such raised flooring provided\nLandlord, within six (6) months from the Expiration Date determines, in its\nreasonable discretion, that such raised flooring be removed for the occupancy of\na future tenant of the Premises and Landlord so notifies Tenant of its intention\nto do so and Landlord commences such removal within sixty (60) days from the\ndate of Landlord's notice to Tenant.) In the event Landlord elects to have\nTenant remove such Alterations, Tenant shall repair and restore in a good and\nworkmanlike manner to Building standard original condition (reasonable wear and\ntear excepted) any damage to the Premises or the Building caused by such\nremoval. Any of such Alterations or other property not so removed by Tenant at\nor prior to the Expiration Date or earlier termination of the Term shall become\nthe property of Landlord, but nothing herein shall be deemed to relieve Tenant\nof responsibility for the cost of removal of any such Alterations or other\nproperty which Tenant is obligated to remove hereunder. Notwithstanding\n\n\n\n                                       3\n   9\n\nthe foregoing, Tenant shall request from Landlord, in writing, at the time that\nTenant submits its plans and specifications for any Alterations to Landlord for\nLandlord's review and approval, whether the Landlord will require Tenant to\nremove such Alterations at the end of the Term.\n\n        C. Chlorofluorocarbons. Anything contained herein to the contrary\nnotwithstanding, in the event Tenant repairs or removes any mechanical or other\nequipment within the Premises, installed by Tenant or Tenant's contractors,\ncontaining chlorofluorocarbons (\"CFC's\"), the repair or removal of such\nequipment, as the case may be, shall conform with all requirements of law and\nindustry practices. Additionally, any such repair or removal shall be done by\ncontractors reasonably approved by Landlord and subject to the procedures to\nwhich Landlord's consent shall have previously been obtained. Tenant shall\nindemnify and hold Landlord harmless from any liability or damages resulting\nfrom any contamination within the Building, as a result of the repair or removal\nof any of the aforesaid equipment containing CFC's by Tenant.\n\n        D. Submission of Plans. Prior to making any Alterations (except for\nDecorative Changes), Tenant (i) shall submit to Landlord or to a consultant\nappointed by Landlord (\"Landlord's Consultant\") detailed plans and\nspecifications (including layout, architectural, mechanical, electrical,\nplumbing, Class E sprinkler and structural drawings stamped by a professional\nengineer or architect licensed in the State of New York) for each proposed\nAlteration and shall not commence any such Alteration without first obtaining\nLandlord's approval of such plans and specifications, (ii) shall pay to Landlord\nall reasonable costs and expenses incurred by Landlord (including the cost of\nLandlord's Consultant) in connection with Landlord's review of Tenant's plans\nand specifications, which amount shall not exceed $3,500.00, (iii) shall, at its\nexpense, obtain all permits, approvals and certificates required by any\ngovernmental or quasi-governmental bodies, and (iv) shall furnish to Landlord\nevidence that Tenant, and Tenant's contractors and subcontractors engaged in\nconnection with such Alterations, are carrying such insurance as Landlord may\nrequire, as more particularly set forth in Schedule E annexed hereto and made a\npart hereof. Landlord shall approve or disapprove Tenant's plans and\nspecifications for such Alterations within ten (10) business days. Upon\ncompletion of such Alteration, Tenant, at Tenant's expense, shall obtain\ncertificates of final approval of such Alteration, including the \"as-built\"\ndrawings showing such Alterations, required by any governmental or\nquasi-governmental bodies and shall furnish Landlord with copies thereof. All\nAlterations shall be made and performed in accordance with the Rules and\nRegulations (hereinafter defined) and in accordance with the Americans with\nDisabilities Act of 1990, including but not limited to the accessibility\nprovisions thereof; all materials and equipment to be incorporated in the\nPremises as a result of all Alterations shall be new and first quality; no such\nmaterials or equipment shall be subject to any lien, encumbrance, chattel\nmortgage or title retention or security agreement. Tenant agrees to allow\nLandlord's designated contractor to bid on any Alterations to be performed by or\non behalf of Tenant. Landlord's approval of Tenant's plans, specifications and\nworking drawings for Alterations shall create no responsibility or liability on\nthe part of Landlord with respect to their completeness, design, sufficiency or\ncompliance with all applicable laws, rules or regulations of governmental\nagencies or authorities.\n\n        E. Mechanics' Liens; Labor Conflicts. Any mechanic's lien filed against\nthe Premises, or the Real Property, for work claimed to have been done for, or\nmaterials claimed to have been furnished to, Tenant, shall be discharged by\nTenant within ten (10) days after Tenant has notice of the same, at Tenant's\nexpense, by payment or filing the bond required by law. Tenant shall not, at any\ntime prior to or during the Term, directly or indirectly employ, or permit the\nemployment of, any contractor, service provider, mechanic or laborer in the\nPremises, whether in connection with any Alterations, cleaning services or\notherwise, if, in Landlord's sole discretion, such employment will interfere or\ncause any conflict with other contractors, service providers, mechanics, or\nlaborers engaged in the construction, cleaning, maintenance or operation of the\nBuilding by Landlord, Tenant or others. In the event of any such interference or\nconflict, Tenant, upon demand of Landlord, shall cause all contractors, service\nproviders, mechanics or laborers causing such interference or conflict to leave\nthe Building immediately. Landlord hereby approves Anchor Construction as\nTenant's contractor and construction manager for Tenant's Initial Alteration.\n\n        4. REPAIRS. Landlord shall maintain and repair the public portions of\nthe Building, both exterior and interior and the Building systems up to the\nrespective points of entry to the Premises, in a manner consistent with\ncomparable avenue office buildings in Manhattan in the vicinity of the Building.\nTenant shall, throughout the Term, take good care of the Premises and the\nfixtures and appurtenances therein and at Tenant's sole cost and expense, make\nall nonstructural repairs thereto as and when needed to preserve them in good\nworking order and condition, reasonable wear and tear and damage for which\nTenant is not responsible under the terms of this Lease excepted. Tenant shall\npay Landlord the reasonable cost for all replacements to the lamps, tubes,\nballasts and starters in the lighting fixtures installed in the Premises.\nNotwithstanding the foregoing, all damage or injury to the Premises or to any\nother part of the Building, or to its fixtures, equipment and appurtenances,\nwhether requiring structural or nonstructural repairs, caused by or resulting\nfrom the carelessness, omission, neglect or improper conduct of, or Alterations\nmade by, or any work, labor, service or equipment done for or supplied to,\nTenant or any subtenant, or the installation, use or operation of any property\nor equipment by Tenant or any of Tenant's subtenants,\n\n\n\n                                       4\n   10\n\nagents, employees, invitees or licensees, shall be repaired promptly by Tenant,\nat its sole cost and expense, to the satisfaction of Landlord, to the extent\nsuch damage was caused by Tenant or any of Tenant's subtenants, agents,\nemployees, contractors, invitees or licensees. Tenant also shall repair all\ndamage to the Building and the Premises caused by the moving of Tenant's\nfixtures, furniture or equipment, to the extent such damage was caused by Tenant\nor any of Tenant's subtenants, agents, contractors, employees, invitees or\nlicensees. All the aforesaid repairs shall be of quality and class equal to the\noriginal work or construction and shall be made in accordance with the\nprovisions of Article 3 hereof. If Tenant fails after ten (10) days notice to\nproceed with due diligence to make repairs required to be made by Tenant\nhereunder, or if Landlord, following ten (10) days notice to Tenant, except in\nthe case of an emergency, elects to make any repairs in or to the Building or\nthe facilities and systems thereof for which Tenant is responsible, the same may\nbe made by Landlord, at the expense of Tenant, and the expenses thereof incurred\nby Landlord shall be collectible by Landlord as additional rent promptly after\nrendition of a bill or statement therefor. Tenant shall give Landlord prompt\nnotice of any defective condition in the Premises for which Landlord may be\nresponsible hereunder. Except as expressly provided in this Lease, there shall\nbe no allowance to Tenant for a diminution of rental value and no liability on\nthe part of Landlord by reason of inconvenience, annoyance or injury to business\narising from Landlord, Tenant or others making, or failing to make, any repairs,\nalterations, additions or improvements in or to any portion of the Building, or\nthe Premises, or in or to fixtures, appurtenances, or equipment thereof. If the\nPremises become infested with vermin, Tenant, at Tenant's expense, shall cause\nthe same to be exterminated from time to time to the satisfaction of Landlord\nand shall employ such exterminators and such exterminating company or companies\nas shall be approved by Landlord. Landlord shall endeavor to deliver the\nPremises to Tenant on the Commencement Date substantially free of vermin and of\nfood smells caused by other tenants located in the Building. The water and wash\nclosets and other plumbing fixtures shall not be used for any purposes other\nthan those for which they were designed or constructed, and no sweepings,\nrubbish, rags, acids or other substances shall be deposited therein. If at any\ntime any windows of the Premises are temporarily closed, darkened or bricked up\nfor any reason whatsoever including, but not limited to, Landlord's own acts, or\nany of such windows are permanently closed, darkened or bricked up if required\nby law or related to any construction upon property adjacent to the Real\nProperty by Landlord or others, Landlord shall not be liable for any damage\nTenant may sustain thereby and Tenant shall not be entitled to any compensation\ntherefor nor abatement of Rent nor shall the same release Tenant from its\nobligations hereunder nor constitute an eviction.\n\n5. WINDOW CLEANING. Tenant shall not clean, nor require, permit, suffer or allow\nany window in the Premises to be cleaned, from the outside in violation of\nSection 202 of the Labor Law, or any other applicable law, or of the rules of\nthe Board of Standards and Appeals, or of any other board or body having or\nasserting jurisdiction. Landlord shall, at Landlord's sole cost and expense,\nclean the exterior of the windows of the Premises in accordance with the\nprovisions Exhibit 2.\n\n6. REQUIREMENTS OF LAW; FLOOR LOAD.\n\n        A. Requirements of Law. Tenant, at Tenant's sole expense, shall promptly\ncomply with all present and future laws, statutes, orders, directives and\nregulations of federal, state, county, city and municipal authorities,\ndepartments, bureaus, boards, agencies, commissions and other sub-divisions\nthereof, and of any official thereof and any other governmental and quasi-public\nauthority and all rules, orders, regulations or requirements of the New York\nBoard of Fire Underwriters, or any other similar body which shall now or\nhereafter impose any violation, order or duty upon Landlord or Tenant with\nrespect to the Premises as a result of the use, occupation or alteration thereof\nby Tenant, unless such compliance requires structural alterations to the\nPremises (except if such structural alterations are required as a result of\nTenant's manner of use of the Premises (as opposed to Tenant's use of the\nPremises for office purposes) or as a result of Alterations made by or on behalf\nof Tenant). Tenant shall not do or permit to be done any act or thing upon the\nPremises which is contrary to and will invalidate or be in conflict with any\npublic liability, fire or other policies of insurance at any time carried by or\nfor the benefit of Landlord with respect to the Building and fixtures and\nproperty therein, or which shall or might subject Landlord to any liability or\nresponsibility to any person or for property damage. Tenant shall not do, or\npermit anything to be done in or upon the Premises, or bring or keep anything\ntherein, except as now or hereafter permitted by the New York City Fire\nDepartment, New York Board of Fire Underwriters, New York Fire Insurance Rating\nOrganization or other authority having jurisdiction and then only in such\nquantity and manner as not to increase the insurance rate applicable to the\nBuilding, or use the Premises in a manner which shall increase the rate of fire\ninsurance on the Building or on property located therein, over that in similar\ntype buildings or in effect prior to this Lease. If by reason of Tenant's\nfailure to comply with the provisions of this Article, the fire insurance rate\nshall at the beginning of this Lease or at any time thereafter be higher than it\notherwise would be, then Tenant shall reimburse Landlord, as additional rent\nhereunder, for that part of all fire insurance premiums thereafter paid by\nLandlord which shall have been charged because of such failure of use by Tenant,\nand shall make such reimbursement upon the first day of the month following such\noutlay by Landlord. In any action or proceeding wherein Landlord and Tenant are\nparties, a schedule or \"make up\" of rates for the Building or the Premises\nissued by the New York Fire Insurance Rating Organization, or other body fixing\nsuch fire insurance rates, shall be conclusive evidence of the facts therein\nstated and of the several items and\n\n\n\n                                       5\n   11\n\ncharges in the fire insurance rates then applicable to the Premises. Any work or\ninstallations made or performed by or on behalf of Tenant or any person claiming\nthrough or under Tenant pursuant to this Article shall be made in conformity\nwith, and subject to the provisions of, Article 3 hereof.\n\n        B. Floor Load. Tenant shall not place a load upon any floor of the\nPremises exceeding the floor load per square foot area which such floor was\ndesigned to carry and which is allowed by law. Landlord reserves the right to\nprescribe the weight and position of all safes, business machines and heavy\nequipment and installations such that the same are placed and maintained by\nTenant, at Tenant's expense, in settings sufficient in Landlord's judgment to\nabsorb and prevent vibration, noise and annoyance. Tenant shall not move any\nsafe, heavy machinery, heavy equipment, freight, bulky matter or fixtures into\nor out of the Building without Landlord's prior consent and payment to Landlord\nof Landlord's reasonable costs in connection therewith. If such safe, machinery,\nequipment, freight, bulky matter or fixtures requires special handling, Tenant\nagrees to employ only persons holding a Master Rigger's License to do said work,\nand that all work in connection therewith shall comply with the Administrative\nCode of the City of New York and all other laws and regulations applicable\nthereto, and shall be done during such hours as Landlord may designate.\n\n7.  SUBORDINATION.\n\n        A. Subordination. This Lease is subject and subordinate to the Master\nLease and to each and every ground or underlying lease of the Real Property or\nthe Building hereafter made by Landlord (collectively, the \"Superior Leases\")\nand to each and every trust indenture and mortgage (each a \"Mortgage\" and\ncollectively the \"Mortgages\") which may now or hereafter affect the Real\nProperty, the Building or any such Superior Lease and the leasehold interest\ncreated thereby, and to all renewals, extensions, supplements, amendments,\nmodifications, consolidations, and replacements thereof or thereto,\nsubstitutions therefor and advances made thereunder. This clause shall be\nself-operative and no further instrument of subordination shall be required to\nmake the interest of any lessor under a Superior Lease, or trustee or mortgagee\nof a Mortgage superior to the interest of Tenant hereunder. In confirmation of\nsuch subordination, however, Tenant shall execute promptly any certificate that\nLandlord may request. If the date of expiration of any Superior Lease shall be\nthe same day as the Expiration Date, the Term shall end and expire twelve (12)\nhours prior to the expiration of the Superior Lease. Tenant covenants and agrees\nthat, except as expressly provided herein and to the extent that Tenant has\nknowledge of same, Tenant shall not do anything that would constitute a default\nunder any Superior Lease or Mortgage, or omit to do anything that Tenant is\nobligated to do under the terms of this Lease so as to cause Landlord to be in\ndefault under any of the foregoing. If, at any time Landlord's obligations as\nlessee under the Master Lease require Landlord to modify any of its obligations\nunder, or any of the terms of, this Lease or if, in connection with the\nfinancing of the Real Property, the Building or the interest of the lessee under\nany Superior Lease, any lending institution shall request reasonable\nmodifications of this Lease, provided such modifications do not increase the\nobligations or adversely affect the rights of Tenant under this Lease, Tenant\ncovenants to make such modifications.\n\n        B. Attornment. If at any time prior to the expiration of the Term, any\nMortgage shall be foreclosed or any Superior Lease shall terminate or be\nterminated for any reason, Tenant agrees, at the election and upon demand of any\nowner of the Real Property or the Building, or the lessor under any such\nSuperior Lease, or of any mortgagee in possession of the Real Property or the\nBuilding, to attorn, from time to time, to any such owner, lessor or mortgagee,\nupon the then executory terms and conditions of this Lease, for the remainder of\nthe term originally demised in this Lease, provided that such owner, lessor or\nmortgagee, as the case may be, or receiver caused to be appointed by any of the\nforegoing, shall not then be entitled to possession of the Premises. The\nprovisions of this subsection B shall inure to the benefit of any such owner,\nlessor or mortgagee, shall apply notwithstanding that, as a matter of law, this\nLease may terminate upon the termination of any such Superior Lease, and shall\nbe self-operative upon any such demand, and no further instrument shall be\nrequired to give effect to said provisions. Tenant, however, upon demand of any\nsuch owner, lessor or mortgagee, agrees to execute, from time to time,\ninstruments in confirmation of the foregoing provisions of this subsection B,\nsatisfactory to any such owner, lessor or mortgagee, acknowledging such\nattornment and setting forth the terms and conditions of its tenancy. Nothing\ncontained in this subsection B shall be construed to impair any right otherwise\nexercisable by any such owner, lessor or mortgagee.\n\n        C. Subordination, Non-Disturbance Agreement. As a condition precedent to\nTenant's agreement to be bound by Section 7A and B, Landlord agrees within\nthirty (30) days after the execution and delivery of this Lease to deliver from\nthe then holder or holders of the existing Mortgage an agreement on such\nholder's or holders' form of agreement substantially to the effect that in the\nevent of any foreclosure of the existing Mortgage, such holder or holders will\nnot make Tenant a party-defendant to such foreclosure (unless required by law in\norder to obtain jurisdiction, but in such event, no judgment foreclosing this\nLease will be sought) nor disturb its possession under this Lease so long as\nthere shall be no default by Tenant under this Lease beyond applicable notice\nand grace periods (any such agreement, or any agreement of similar import, is\nreferred to as a \"Non-Disturbance Agreement\" and any provisions in any Mortgage\nsubstantially to the same effect as those contained in a Non-Disturbance\nAgreement are\n\n\n\n                                       6\n   12\n\nreferred to as \"Non-Disturbance Provisions\"). As a condition precedent to\nTenant's agreement to be bound by Section 7A and B, Landlord agrees within\nthirty (30) days after execution and delivery of this Lease to deliver from the\nholder (\"Master Lessor\") of the Master Lease an agreement on such Master\nLessor's form of agreement substantially to the effect that in the event of any\ndefault of the Master Lease by reason of the default or insolvency of Landlord,\nthe Master Lessor will permit Tenant to attorn to Master Lessor and will not\ndisturb Tenant's possession under this Lease, so long as there shall be no\ndefault by Tenant under this Lease beyond applicable notice and grace periods.\nAt or about the time that Landlord executes any future Mortgages, Landlord\nagrees to use its best efforts to obtain from the then holder or holders of such\nfuture Mortgages a Non-Disturbance Agreement on such holder's or holders' form\nof Non-Disturbance Agreement (a \"Future Non-Disturbance Agreement\" and any\nprovisions in such future Mortgage substantially to the same effect as those\ncontained in a Future Non-Disturbance Agreement are referred to as \"Future\nNon-Disturbance Provisions\"). At or about the time that Landlord executes any\nfuture Superior Lease of the Real Property or the Building, Landlord shall use\nits best efforts to obtain from the lessor thereof an agreement on such lessor's\nform of agreement substantially to the effect that in the event of the\ntermination of such Superior Lease by reason of the default or insolvency of the\nlessee thereunder, such lessor will permit Tenant to attorn to such lessor and\nwill not disturb Tenant's possession under this Lease so long as there shall be\nno default by Tenant under this Lease beyond applicable notice and grace periods\n(any such agreement, or any agreement of similar import is referred to as a\n\"Future Tenant Recognition Agreement\" and any provisions in such future Superior\nLease substantially to the same effect as those contained in a Future Tenant\nRecognition Agreement are referred to as \"Future Recognition Provisions\"). If\nLandlord is unable in good faith after using its best efforts to obtain any such\nFuture Non-Disturbance Agreement or Future Non-Disturbance Provisions or Future\nTenant Recognition Agreement or Future Tenant Recognition Provisions, neither\nthe validity of this Lease nor the obligations of Tenant under this Lease shall\nbe affected thereby (except that Tenant shall not be required to subordinate\nthis Lease to such future Mortgage(s) or Superior Lease(s)) and Landlord shall\nnot be liable to Tenant for Landlord's failure to obtain any such Future\nNon-Disturbance Agreement or Future Non-Disturbance Provisions or Future Tenant\nRecognition Agreement or Future Tenant Recognition Provisions, it being intended\nthat Landlord's sole obligation with respect to any Future Non-Disturbance\nAgreement or Future Non-Disturbance Provisions or Future Tenant Recognition\nAgreement or Future Tenant Recognition Provisions shall be to request, in good\nfaith, at or about the date of execution of any future Mortgages or Superior\nLease (with respect to any future Mortgages or Superior Lease) the then holders\nof any Mortgages or the then lessor under the Superior Lease, as the case may\nbe, to enter into such Future Non-Disturbance Agreement or include Future\nNon-Disturbance Provisions in any future Mortgages or enter into such Future\nTenant Recognition Agreement or include Future Tenant Recognition Provisions in\nany future Superior Lease as the case may be, if required by the holder of any\nMortgage or by the lessor under any Superior Lease, Tenant shall promptly join\nin any commercially reasonable Future Non-Disturbance Agreement or Future Tenant\nRecognition Agreement to indicate its concurrence with the provisions thereof.\nIf Tenant does not execute and deliver such Future Non-Disturbance Agreement or\nFuture Tenant Recognition Agreement within ten (10) days from the date of\ndelivery of same, Landlord may execute such Future Non-Disturbance Agreement\nand\/or Future Tenant Recognition Agreement, as the case may be, on behalf of\nTenant, as Tenant's attorney-in-fact. Tenant hereby agrees to pay all reasonable\nfees including without limitation, reasonable attorney's fees and disbursements,\nof any holder or lessor for preparing such Future Non-Disturbance Agreement or\nFuture Tenant Recognition Agreement or Future Non-Disturbance Provisions or\nFuture Tenant Recognition Provisions (providing, however, Tenant shall only be\nresponsible for the payment of such fees in connection with three (3) Future\nNon-Disturbance Agreements, in the aggregate, and three (3) Future Tenant\nRecognition Agreements, in the aggregate, during the Term). The existing\nMortgage is held by PW Real Estate Investments, Inc. Notwithstanding the\nforegoing, Landlord shall have no obligation to decline any financing under any\nMortgage or not enter into any Superior Lease if any holder of any Mortgage or\nany lessor of any Superior Lease fails to provide a Non-Disturbance Agreement or\nTenant Recognition Agreement or Non-Disturbance Provisions or Tenant Recognition\nProvisions, as the case may be.\n\n8. RULES AND REGULATIONS. Tenant and Tenant's employees, agents, visitors and\nlicensees shall observe faithfully, and comply strictly with, the Rules and\nRegulations annexed hereto and made a part hereof as Schedule A and such other\nand further reasonable Rules and Regulations as Landlord or Landlord's agents\nmay from time to time adopt, so long as the same do not materially and adversely\nimpair Tenant's access to and use of the Premises (collectively, the \"Rules and\nRegulations\") on such notice to be given as Landlord may elect. Nothing in this\nLease contained shall be construed to impose upon Landlord any duty or\nobligation to enforce the Rules and Regulations or terms, covenants or\nconditions in any other lease, against any other tenant and Landlord shall not\nbe liable to Tenant for violation of the same by any other tenant, its\nemployees, agents, visitors or licensees; provided, however, Landlord shall not\nenforce the Rules and Regulations in a manner which discriminates against\nTenant.\n\n9.  INSURANCE.\n\n        A. Liability Insurance. Tenant shall obtain at its own expense and keep\nin full force and effect during the Term, a policy of commercial general\nliability insurance (including, without limitation,\n\n\n\n                                       7\n   13\n\ninsurance covering Tenant's contractual liability under this Lease), under which\nTenant is named as the insured, and Landlord, Landlord's managing agent, the\npresent and any future mortgagee of the Real Property or the Building and\/or\nsuch other designees specified by Landlord from time to time, are named as\nadditional insureds. Such policy shall contain a provision that no act or\nomission of Tenant shall affect or limit the obligation of the insurance company\nto pay the amount of any loss sustained. Such policy shall also contain a\nprovision which provides the insurance company will not cancel or refuse to\nrenew the policy, or change in any material way the nature or extent of the\ncoverage provided by such policy, without first giving Landlord at least thirty\n(30) days written notice by certified mail, return receipt requested, which\nnotice shall contain the policy number and the names of the insureds and policy\nholder. The minimum limits of liability shall be a combined single limit with\nrespect to each occurrence in an amount of not less than $5,000,000 for injury\n(or death) and damage to property or such greater amount as Landlord may, from\ntime to time, reasonably require. Tenant shall also maintain at its own expense\nduring the Term a policy of workers' compensation insurance providing statutory\nbenefits for Tenant's employees and employer's liability. Tenant shall provide\nto Landlord upon execution of this Lease and at least thirty (30) days prior to\nthe termination of any existing policy, a certificate evidencing the\neffectiveness of the insurance policies required to be maintained hereunder\nwhich shall include the named insured, additional insured, carrier, policy\nnumber, limits of liability, effective date, the name of the insurance agent and\nits telephone number. Tenant shall provide Landlord with a complete copy of any\nsuch policy upon written request of Landlord. Tenant shall have no right to\nobtain any of the insurance required hereunder pursuant to a blanket policy\ncovering other properties unless the blanket policy contains an endorsement that\nnames Landlord, Landlord's managing agent and\/or designees specified by Landlord\nfrom time to time, as additional insureds, references the Premises, and\nguarantees a minimum limit available for the Premises equal to the amount of\ninsurance required to be maintained hereunder. Each policy required hereunder\nshall contain a clause that the policy and the coverage evidenced thereby shall\nbe primary with respect to any policies carried by Landlord, and that any\ncoverage carried by Landlord shall be excess insurance. The limits of the\ninsurance required under this subsection shall not limit the liability of Tenant\nunder this Lease. All insurance required to be carried by Tenant pursuant to the\nterms of this Lease shall be effected under valid and enforceable policies\nissued by reputable and independent insurers permitted to do business in the\nState of New York, and rated in Best's Insurance Guide, or any successor thereto\n(or if there be none, an organization having a national reputation) as having a\ngeneral policyholder rating of \"A-\" and a financial rating of at least \"10\". In\nthe event that Tenant fails to continuously maintain insurance as required by\nthis subsection, Landlord may, at its option and without relieving Tenant of any\nobligation hereunder, order such insurance and pay for the same at the expense\nof Tenant. In such event, Tenant shall repay the amount expended by Landlord,\nwith interest thereon, immediately upon Landlord's written demand therefor.\n\n        B. \"All Risk\" Insurance. Tenant shall also maintain at its own expense\nduring the Term a policy against fire and other casualty on an \"all risk\" form\ncovering all Alterations, construction and other improvements installed within\nthe Premises, whether existing in the Premises on the date hereof or hereinafter\ninstalled by or on behalf of Landlord or Tenant, and on all furniture, fixtures,\nequipment, personal property and inventory of Tenant located in the Premises and\nany property in the care, custody and control of Tenant (fixed or otherwise)\nsufficient to provide 100% full replacement value of such items, which policy\nshall otherwise comply with the provisions of subsections A and C of this\nArticle 9. On any such policy, Tenant shall name Landlord as a loss payee, as\nits interest may appear.\n\n        C. Waiver of Subrogation. The parties hereto shall procure an\nappropriate clause in, or endorsement on, any \"all-risk\" property insurance\ncovering the Premises and the Building, including its respective Alterations,\nconstruction and other improvements as well as personal property, fixtures,\nfurniture, inventory and equipment located thereon or therein, pursuant to which\nthe insurance companies waive subrogation or consent to a waiver of right of\nrecovery, and each party hereby agrees that it will not make any claim against\nor seek to recover from the other or the partners, directors, officers,\nshareholders or employees of such party for any loss or damage to its property\nor the property of others resulting from fire or other hazards covered by such\n\"all-risk\" property insurance policies to the extent that such loss or damage is\nactually recoverable under such policies exclusive of any deductibles. Such\nwaiver will not apply should any loss or damage result from one of the parties'\ngross negligence or willful misconduct. If the payment of an additional premium\nis required for the inclusion of such waiver of subrogation provision, each\nparty shall advise the other of the amount of any such additional premiums and\nthe other party shall pay the same. It is expressly understood and agreed that\nLandlord will not carry insurance on the Alterations, construction and other\nimprovements presently existing or hereafter installed within the Premises or on\nTenant's fixtures, furnishings, equipment, personal property or inventory\nlocated in the Premises or insurance against interruption of Tenant's business.\n\n10. DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE.\n\n        A. Repair of Damage. If the Premises or any part thereof shall be\ndamaged by fire or other casualty, Tenant shall give immediate notice thereof to\nOwner and this Lease shall continue in full force and effect except as\nhereinafter set forth. If the Premises shall be damaged by fire or other\ncasualty, then the Premises shall be repaired and restored to its condition\npreceding the damage in accordance with the\n\n\n\n                                       8\n   14\n\nprovisions of this Article 10. Whenever in this Article 10 reference is made to\nrestoration of the Premises, (i) Tenant's obligation shall be as to all property\nwithin the Premises including Tenant's furniture, fixtures, equipment and other\npersonal property, any and all Alterations, construction or other improvements\nmade to the Premises by or on behalf of Tenant and any other leasehold\nimprovements existing in the Premises on the date hereof, all of which shall be\nrestored and replaced at Tenant's sole cost and expense and (ii) Landlord's\nobligation, if any, shall be as to the shell, which constitutes the structure of\nthe Building and the mechanical, electrical, plumbing, air-conditioning and\nother building-wide systems up to the point of connection into the Premises.\nLandlord shall have no liability to Tenant, and Tenant shall not be entitled to\nterminate this Lease, if such repairs and restoration are not in fact completed\nwithin Landlord's estimated time period, so long as Landlord shall have\nproceeded with reasonable due diligence. The Rent until such repairs shall be\nmade shall be reduced in the proportion which the area of the part of the\nPremises which is not usable by Tenant bears to the total area of the Premises;\nprovided, however, should Tenant reoccupy a portion of the Premises for the\nconduct of its business prior to the date such repairs are made, the Rent shall\nbe reinstated with respect to such reoccupied portion of the Premises and shall\nbe payable by Tenant from the date of such occupancy. Notwithstanding the\nforegoing to the contrary, in no event shall the Rent be reduced for a period in\nexcess of three (3) months following the date Landlord substantially completes\nits repair and restoration obligations hereunder.\n\n        B. Landlord's Termination Option. Anything in subsection A of this\nArticle 10 to the contrary notwithstanding, if the Premises are totally damaged\nor are rendered wholly untenantable, or if the Building shall be so damaged by\nfire or other casualty that, in Landlord's opinion, either substantial\nalteration, demolition or reconstruction of the Building shall be required\n(whether or not the Premises shall have been damaged or rendered untenantable),\nor if the Building, after its proposed repair, alteration or restoration, shall\nnot be economically viable as an office building, then in any of such events,\nLandlord, at Landlord's option, may, not later than ninety (90) days following\nthe damage, give Tenant a notice in writing terminating this Lease. In addition,\n(i) if any damage shall occur to the Premises or the Building during the last\ntwo (2) years of the Term, Landlord shall have the option to terminate this\nLease by thirty (30) days prior written notice to Tenant and (ii) Landlord shall\nnot be obligated to repair or restore the Premises or the Building if a holder\nof a mortgage or underlying leasehold applies proceeds of insurance to the loan\nor lease payment balance, and the remaining proceeds, if any, available to\nLandlord are insufficient to pay for such repair or restoration. If Landlord\nelects to terminate this Lease, the Term shall expire upon the date set forth in\nsuch notice, and Tenant shall vacate the Premises and surrender the same to\nLandlord without prejudice however, to Landlord's rights and remedies against\nTenant under this Lease in effect prior to such termination and any Rent owing\nshall be paid up to such date and any payments of Rent made by Tenant which were\non account of any period subsequent to such date shall be returned to Tenant.\nUpon the termination of this Lease under the conditions provided for in the next\npreceding sentence, Tenant's liability for Rent thereafter accruing shall cease\nas of the day following such damage.\n\n        C. Tenant's Termination Option. Notwithstanding anything contained in\nthis Article 10 to the contrary, in the event Landlord elects not to terminate\nthis Lease as provided in subsection B above, Landlord shall, within ninety (90)\ndays of the date of any casualty described in subsection B above, send Tenant a\nnotice, which notice shall set forth the time period which Landlord, in its sole\ndiscretion, determines is necessary to repair the Premises. If the foregoing\ntime period exceeds twelve (12) months, Tenant shall have the option to\nterminate this Lease upon thirty (30) days notice to Landlord. If the foregoing\ntime period is twelve (12) months or less, and Landlord commences such repair\nwork and such repair work is not completed on or before the date that is twelve\n(12) months after the date that Landlord commences such repair work, Tenant\nshall have the right to send Landlord a notice (\"Tenant's Termination Notice\")\nof its intention to cancel this Lease and if Landlord does not substantially\ncomplete such repair work within thirty (30) days from the date of Landlord's\nreceipt of Tenant's Termination Notice, then this Lease shall be terminated\neffective the date that is thirty (30) days after the date that Landlord\nreceives Tenant's Termination Notice.\n\n        D. Repair Delays. Landlord shall not be liable for reasonable delays\nwhich may arise by reason of the claim adjustment with any insurance company on\nthe part of Landlord and\/or Tenant, and for reasonable delays on account of\n\"labor troubles\" or any other cause beyond Landlord's control.\n\n        E. Provision Controlling. The parties agree that this Article 10\nconstitutes an express agreement governing any case of damage or destruction of\nthe Premises or the Building by fire or other casualty, and that Section 227 of\nthe Real Property Law of the State of New York, which provides for such\ncontingency in the absence of an express agreement, and any other law of like\nimport now or hereafter in force shall have no application in any such case.\n\n        F. Property Loss or Damage. Any Building employee to whom any property\nshall be entrusted by or on behalf of Tenant shall be deemed to be acting as\nTenant's agent with respect to such property and neither Landlord nor its agents\nshall be liable for any damage to property of Tenant or of others entrusted to\nemployees of the Building, nor for the loss of or damage to any property of\nTenant by theft or\n\n\n\n                                       9\n   15\n\notherwise. Neither Landlord nor its agents shall be liable for any injury or\ndamage to persons or property or interruption of Tenant's business resulting\nfrom fire, explosion, falling plaster, steam, gas, electricity, water, rain or\nsnow or leaks from any part of the Building or from the pipes, appliances or\nplumbing works or from the roof, street or subsurface or from any other place or\nby dampness or by any other cause of whatsoever nature, unless caused by the\ngross negligence of Landlord; nor shall Landlord or its agents be liable for any\nsuch damage caused by other tenants or persons in the Building or caused by\nconstruction of any private, public or quasi-public work nor shall Landlord be\nliable for any latent defect in the Premises or in the Building. Anything in\nthis Article 10 to the contrary notwithstanding, nothing in this Lease shall be\nconstrued to relieve Landlord from responsibility directly to Tenant for any\nloss or damage caused directly to Tenant wholly or in part by the gross\nnegligence or willful misconduct of Landlord. Nothing in the foregoing sentence\nshall affect any right of Landlord to the indemnity from Tenant to which\nLandlord may be entitled under Article 37 hereof in order to recoup for payments\nmade to compensate for losses of third parties.\n\n11. CONDEMNATION.\n\n        A. Condemnation. If the whole of the Real Property, the Building or the\nPremises shall be acquired or condemned for any public or quasi-public use or\npurpose, this Lease and the Term shall end as of the date of the vesting of\ntitle with the same effect as if said date were the Expiration Date. If only a\npart of the Real Property shall be so acquired or condemned then, (i) except as\nhereinafter provided in this subsection A, this Lease and the Term shall\ncontinue in force and effect but, if a part of the Premises is included in the\npart of the Real Property so acquired or condemned, from and after the date of\nthe vesting of title, the Rent shall be reduced in the proportion which the area\nof the part of the Premises so acquired or condemned bears to the total area of\nthe Premises immediately prior to such acquisition or condemnation; (ii) whether\nor not the Premises shall be affected thereby, Landlord, at Landlord's option,\nmay give to Tenant, within sixty (60) days next following the date upon which\nLandlord shall have received notice of vesting of title, a five (5) days notice\nof termination of this Lease; and (iii) if the part of the Real Property so\nacquired or condemned shall contain more than twenty percent (20%) of the total\narea of the Premises immediately prior to such acquisition or condemnation, or\nif, by reason of such acquisition or condemnation, Tenant no longer has\nreasonable means of access to the Premises, Tenant, at Tenant's option, may give\nto Landlord, within sixty (60) days next following the date upon which Tenant\nshall have received notice of vesting of title, a five (5) days notice of\ntermination of this Lease. If any such five (5) days notice of termination is\ngiven by Landlord or Tenant, this Lease and the Term shall come to an end and\nexpire upon the expiration of said five (5) days with the same effect as if the\ndate of expiration of said five (5) days were the Expiration Date. If a part of\nthe Premises shall be so acquired or condemned and this Lease and the Term shall\nnot be terminated pursuant to the foregoing provisions of this subsection A,\nLandlord, at Landlord's expense, shall restore that part of the Premises not so\nacquired or condemned to a self-contained rental unit. In the event of any\ntermination of this Lease and the Term pursuant to the provisions of this\nsubsection A, the Rent shall be apportioned as of the date of sooner termination\nand any prepaid portion of Rent for any period after such date shall be refunded\nby Landlord to Tenant.\n\n\n        B. Award. In the event of any such acquisition or condemnation of all or\nany part of the Real Property, Landlord shall be entitled to receive the entire\naward for any such acquisition or condemnation, Tenant shall have no claim\nagainst Landlord or the condemning authority for the value of any unexpired\nportion of the Term and Tenant hereby expressly assigns to Landlord all of its\nright in and to any such award. Nothing contained in this subsection B shall be\ndeemed to prevent Tenant from making a claim in any condemnation proceedings for\nthe then value of any furniture, furnishings and fixtures installed by and at\nthe sole expense of Tenant and included in such taking, provided that such award\nshall not reduce the amount of the award otherwise payable to Landlord.\n\n12. ASSIGNMENT AND SUBLETTING.\n\n        A. Prohibition Without Consent. Tenant expressly covenants that it shall\nnot (i) assign or otherwise transfer this Lease or the term and estate hereby\ngranted, (ii) mortgage, pledge or encumber this Lease or the Premises or any\npart thereof in any manner by reason of any act or omission on the part of\nTenant, (iii) sublet the Premises or any part thereof or permit the Premises or\nany part thereof to be used or occupied by others (whether for desk space,\nmailing privileges or otherwise) or (iv) advertise, or authorize a broker to\nadvertise the Premises for assignment or subletting, without obtaining the prior\nwritten consent of Landlord in each instance. If this Lease be assigned, or if\nthe Premises or any part thereof be sublet or occupied by anybody other than\nTenant, Landlord may, after default by Tenant, collect rent from the assignee,\nsubtenant or occupant, and apply the net amount collected to the Rent herein\nreserved, but no assignment, underletting, occupancy or collection shall be\ndeemed a waiver of the provisions hereof, the acceptance of the assignee,\nundertenant or occupant as tenant, or a release of Tenant from the further\nperformance by Tenant of covenants on the part of Tenant herein contained. The\nconsent by Landlord to an assignment or underletting shall not in any way be\nconstrued to relieve Tenant from obtaining the express consent in writing of\nLandlord to any further assignment or underletting. In no event shall any\npermitted subtenant assign or encumber its sublease or further sublet all or any\nportion\n\n\n\n                                       10\n   16\n\nof its sublet space, or otherwise suffer or permit the sublet space or any part\nthereof to be used or occupied by others, without Landlord's prior written\nconsent in each instance. Any assignment, sublease, mortgage, pledge,\nencumbrance or transfer in contravention of the provisions of this Article 12\nshall be void.\n\n        B. Notice of Proposed Transfer. If Tenant shall at any time or times\nduring the Term desire to assign this Lease or sublet all or part of the\nPremises, Tenant shall give notice thereof to Landlord, which notice shall be\naccompanied by (i) a fully-executed letter of intent which sets forth the\nproposed business terms of the proposed assignment or sublease, the effective or\ncommencement date of which shall be not less than thirty (30) nor more than one\nhundred and eighty (180) days after the giving of such notice, (ii) a statement\nsetting forth in reasonable detail the identity of the proposed assignee or\nsubtenant, the nature of its business and its proposed use of the Premises,\n(iii) current financial information with respect to the proposed assignee or\nsubtenant, including, without limitation, its most recent financial report, (iv)\nan agreement by Tenant to indemnify Landlord against liability resulting from\nany claims that may be made against Landlord by the proposed assignee or\nsubtenant or by any brokers or other persons claiming a commission or similar\ncompensation in connection with the proposed assignment or sublease and (v) in\nthe case of a sublease, such additional information related to the proposed\nsubtenant as Landlord shall reasonably request, if any.\n\n        C. Landlord's Option. The notice containing all of the information set\nforth in subsection B of this Article 12 above shall be deemed an offer from\nTenant to Landlord whereby Landlord may, at its option, terminate this Lease (if\nthe proposed transaction is an assignment or a sublease of all or substantially\nall of the Premises for substantially the remainder of the Term). Said option\nmay be exercised by Landlord by notice to Tenant at any time within thirty (30)\ndays after the aforesaid notice has been given by Tenant to Landlord; and during\nsuch thirty (30) day period Tenant shall not assign this Lease nor sublet such\nspace to any person or entity.\n\n        D. Termination by Landlord. If Landlord exercises its option to\nterminate this Lease in the case where Tenant desires either to assign this\nLease or sublet all or substantially all of the Premises for substantially the\nremainder of the Term, then this Lease shall end and expire on the date that\nsuch assignment or sublet was to be effective or commence, as the case may be,\nand the Rent and additional rent due hereunder shall be paid and apportioned to\nsuch date. Furthermore, if Landlord exercises its option to terminate this Lease\npursuant to subsection C of this Article 12, Landlord shall be free to and shall\nhave no liability to Tenant if Landlord should lease the Premises (or any part\nthereof) to Tenant's prospective assignee or subtenant.\n\n        E. Intentionally Deleted.\n\n\n        F. Effect of Termination. If Landlord exercises its option to terminate\nthis Lease as provided in subsection C above, if required by applicable law in\nconnection with any termination of this Lease, Tenant shall complete, swear to\nand file any questionnaires, tax returns, affidavits or other documentation\nwhich may be required to be filed with the appropriate governmental agency in\nconnection with any other tax which may now or hereafter be in effect. Tenant\nfurther agrees to pay any amounts which may be assessed in connection with any\nof such taxes and to indemnify Landlord against and to hold Landlord harmless\nfrom any claims for payment of such taxes as a result of such transactions.\n\n        G. Conditions for Landlord's Approval. In the event Landlord does not\nexercise its option provided to it pursuant to subsection C of this Article 12\nand provided that Tenant is not in default of any of Tenant's obligations under\nthis Lease (after notice and the expiration of any applicable grace period) as\nof the time of Landlord's consent, and as of the effective date of the proposed\nassignment or commencement date of the proposed sublease, Landlord's consent\n(which must be in writing and form reasonably satisfactory to Landlord) to the\nproposed assignment or sublease shall not be unreasonably withheld or delayed,\nprovided and upon condition that:\n\n                (i) Tenant shall have complied with the provisions of subsection\nB of this Article 12 and Landlord shall not have exercised its option under\nsubsection C of this Article 12 within the time permitted therefor;\n\n                (ii) In Landlord's reasonable judgment the proposed assignee or\nsubtenant is engaged in a business or activity, and the Premises, or the\nrelevant part thereof, will be used in a manner which (a) intentionally deleted,\n(b) is limited to the use of the Premises as provided in Article 2, and (c) and\nis not otherwise used in a manner prohibited by this Lease;\n\n                (iii) The proposed assignee or subtenant is a reputable party of\ngood character and with sufficient financial worth considering the\nresponsibility involved, and Landlord has been furnished with reasonable proof\nthereof;\n\n\n\n\n                                       11\n   17\n\n(iv) Neither (a) the proposed assignee or subtenant nor (b) any person which,\ndirectly or indirectly, controls, is controlled by or is under common control\nwith, the proposed assignee or subtenant, is then an occupant of any part of the\nBuilding, and there is comparable space in the Building for a comparable term;\n\n                (v) The proposed assignee or subtenant is not a person with whom\nLandlord is or has been, within the preceding six (6) month period, negotiating\nto lease space in the Building;\n\n                (vi) The form of the proposed sublease or instrument of\nassignment (a) shall be in form reasonably satisfactory to Landlord, and (b)\nshall comply with the applicable provisions of this Article 12;\n\n                (vii) There shall not be more than three (3) subtenants of the\nPremises;\n\n                (viii) The amount of the aggregate rent to be paid by the\nproposed subtenant is not less than ninety-five (95%) percent of the then\ncurrent market rent per rentable square foot for the Premises (provided there is\ncomparable space in the Building at the time that Tenant submits to Landlord a\nnotice of its desire to assign or sublet in accordance with subsection B above)\nas though the Premises were vacant, and the rental and other terms and\nconditions of the sublease are substantially and materially the same as those\ncontained in the proposed sublease furnished to Landlord pursuant to subsection\nB of this Article 12;\n\n                (ix) Intentionally Deleted;\n\n                (x) Tenant shall not have listed the Premises for subletting or\nassignment, with a broker, agent or representative other than the then managing\nagent of the Building or other agent designated by Landlord for a period of\nninety (90) days from the date that Tenant submits to Landlord a notice of its\ndesire to assign or sublet in accordance with subsection B above;\n\n                (xi) The proposed occupancy shall not, in Landlord's reasonable\nopinion, increase the office cleaning requirements or the Building's operating\nor other expenses or impose an extra unreasonable burden upon services to be\nsupplied by Landlord to Tenant;\n\n                (xii) The proposed assignee or subtenant or its business shall\nnot be subject to compliance with additional requirements of law (including\nrelated regulations) beyond those requirements which are applicable to the named\nTenant herein which shall impose compliance of any additional requirements of\nlaw upon the Landlord; and\n\n                (xiii) The proposed subtenant or assignee shall not be entitled,\ndirectly or indirectly, to diplomatic or sovereign immunity and shall be subject\nto the service of process in, and the jurisdiction of the courts of New York\nState.\n\n        Landlord shall grant or deny its consent to any proposed subleasing or\nassignment within twenty (20) days of Tenant's request therefore. Each\nsubletting pursuant to this subsection G of this Article 12 shall be subject to\nall of the covenants, agreements, terms, provisions and conditions contained in\nthis Lease. Notwithstanding any such subletting to any subtenant and\/or\nacceptance of Rent or additional rent by Landlord from any subtenant, Tenant\nshall and will remain fully liable for the payment of the Rent and additional\nrent due and to become due hereunder and for the performance of all the\ncovenants, agreements, terms, provisions and conditions contained in this Lease\non the part of Tenant to be performed and all acts and omissions of any licensee\nor subtenant or anyone claiming under or through any subtenant which shall be in\nviolation of any of the obligations of this Lease shall be deemed to be a\nviolation by Tenant. Tenant further agrees that notwithstanding any such\nsubletting, no other and further subletting of the Premises by Tenant or any\nperson claiming through or under Tenant shall or will be made except upon\ncompliance with and subject to the provisions of this Article 12. If Landlord\nshall decline to give its consent to any proposed assignment or sublease, or if\nLandlord shall exercise its option under subsection C of this Article 12, Tenant\nshall indemnify, defend and hold harmless Landlord against and from any and all\nloss, liability, damages, costs, and expenses (including reasonable counsel\nfees) resulting from any claims that may be made against Landlord by the\nproposed assignee or subtenant or by any brokers or other persons claiming a\ncommission or similar compensation in connection with the proposed assignment or\nsublease.\n\n        H. Future Requests. In the event that (i) Landlord fails to exercise its\noption under subsection C of this Article 12 and consents to a proposed\nassignment or sublease, and (ii) Tenant fails to execute and deliver the\nassignment or sublease to which Landlord consented within ninety (90) days after\nthe giving of such consent, then, Tenant shall again comply with all of the\nprovisions and conditions of subsection B of this Article 12 before assigning\nthis Lease or subletting all or part of the Premises.\n\n\n\n\n                                       12\n   18\n\n        I. Sublease Provisions. With respect to each and every sublease or\nsubletting authorized by Landlord under the provisions of this Lease, it is\nfurther agreed that:\n\n                (i) No subletting shall be for a term ending later than one (1)\nday prior to the Expiration Date of this Lease;\n\n                (ii) No sublease shall be delivered, and no subtenant shall take\npossession of the Premises or any part thereof, until an executed counterpart of\nsuch sublease has been delivered to Landlord;\n\n                (iii) Each sublease shall provide that it is subject and\nsubordinate to this Lease and to the matters to which this Lease is or shall be\nsubordinate, and that in the event of termination, re-entry or dispossession by\nLandlord under this Lease Landlord may, at its option, take over all of the\nright, title and interest of Tenant, as sublessor, under such sublease, and such\nsubtenant shall, at Landlord's option, attorn to Landlord pursuant to the then\nexecutory provisions of such sublease, except that Landlord shall not (a) be\nliable for any previous act or omission of Tenant under such sublease, (b) be\nsubject to any counterclaim, offset or defense, not expressly provided in such\nsublease, which theretofore accrued to such subtenant against Tenant, or (c) be\nbound by any previous modification of such sublease or by any previous\nprepayment of more than one (1) month's Rent. The provisions of this Article 12\nshall be self-operative and no further instrument shall be required to give\neffect to this provision; and\n\n                (iv) If any laws, orders, rules or regulations of any applicable\ngovernmental authority require that any Hazardous Substances, including, without\nlimitation, asbestos, contained in or about the Premises to be sublet (the\n\"Sublet Space\") be dealt with in any particular manner in connection with any\nalteration of the Sublet Space, then it shall be either the Tenant's or the\nsubtenant's obligation, at such party's expense, to deal with such Hazardous\nSubstances in accordance with all such laws, orders, rules and regulations\n(unless Landlord elects to deal with such Hazardous Substances itself, in which\nevent, the Tenant or the subtenant shall reimburse Landlord for all of\nLandlord's costs and expenses in connection therewith within ten (10) days next\nfollowing the rendition of a statement therefor).\n\n        J. Profits from Assignment or Subletting. Landlord shall give its\nconsent to any assignment of this Lease or to any sublease or if Tenant shall\nenter into any other assignment or sublease permitted hereunder, Tenant shall in\nconsideration therefor, pay to Landlord, as additional rent:\n\n                (i) in the case of an assignment, an amount equal to sixty (60%)\npercent of all sums and other considerations paid to Tenant by the assignee for\nor by reason of such assignment (including, but not limited to, sums paid for\nthe sale of Tenant's fixtures, leasehold improvements, equipment, furniture,\nfurnishings or other personal property, less, in the case of a sale thereof, the\nthen net unamortized or undepreciated cost thereof determined on the basis of\nTenant's federal income tax returns) less all expenses reasonably and actually\nincurred by Tenant on account of brokerage commissions, legal fees, marketing\nand advertising costs or reasonable alteration expenses incurred in connection\nwith such assignment, provided that Tenant shall submit to Landlord a receipt\nevidencing the payment of such expenses (or other proof of payment as Landlord\nshall reasonably require); and\n\n                (ii) in the case of a sublease, sixty (60%) percent of any\nrents, additional charges or other consideration payable under the sublease on a\nper square foot basis to Tenant by the subtenant which is in excess of the Rent\nand additional rent accruing during the term of the sublease in respect of the\nsubleased space (at the rate per square foot payable by Tenant hereunder)\npursuant to the terms hereof (including, but not limited to, sums paid for the\nsale or rental of Tenant's fixtures, leasehold improvements, equipment,\nfurniture or other personal property, less, in the case of the sale thereof, the\nthen net unamortized or undepreciated cost thereof determined on the basis of\nTenant's federal income tax returns), less all expenses reasonably and actually\nincurred by Tenant on account of brokerage commissions, legal fees, marketing\nand advertising costs or reasonable alteration expenses incurred; and the cost\nof demising the premises so sublet in connection with such sublease, provided\nthat Tenant shall submit to Landlord a receipt evidencing the payment of such\nexpenses (or other proof of payment as Landlord shall require). The sums payable\nunder this subsection J(ii) of this Article 12 shall be paid to Landlord as and\nwhen payable by the subtenant to Tenant.\n\n        K. Other Transfers. (i) If Tenant is a corporation other than a\ncorporation whose stock is listed and traded on a nationally recognized stock\nexchange (hereinafter referred to as a \"public corporation\"), the provisions of\nsubsection A of this Article 12 shall apply to a transfer (by one or more\ntransfers) of a majority of the stock of Tenant as if such transfer of a\nmajority of the stock of Tenant were an assignment of this Lease; but said\nprovisions shall not apply to transactions with a corporation into or with which\nTenant is merged or consolidated or to which substantially all of Tenant's\nassets are transferred, provided that such merger, consolidation or transfer of\nassets is for a valid business purpose and not principally for the purpose of\ntransferring the leasehold estate created hereby, and provided further, that in\nany of such events (a) the successor to Tenant has a net worth computed in\naccordance with generally accepted accounting principles at least equal to the\ngreater of (1) the net worth of Tenant immediately prior to such\n\n\n\n                                       13\n   19\n\nmerger, consolidation or transfer, or (2) the net worth of Tenant herein named\non the date of this Lease and (b) proof satisfactory to Landlord of such net\nworth shall have been delivered to Landlord at least ten (10) days prior to the\neffective date of any such transaction. An initial public offering of the stock\nof Tenant shall not be deemed to be an assignment under this Lease.\n\n                (i) If Tenant is a partnership, the provisions of subsection A\nof this Article 12 shall apply to a transfer (by one or more transfers) of a\nmajority interest in the partnership, as if such transfer were an assignment of\nthis Lease.\n\n                (ii) If Tenant is a subdivision, authority, body, agency,\ninstrumentality or other entity created and\/or controlled pursuant to the laws\nof the State of New York or any city, town or village of such state or of\nfederal government (\"Governmental Entity\"), the provisions of subsection A of\nthis Article 12 shall apply to a transfer (by one or more transfers) of any of\nTenant's rights to use and occupy the Premises, to any other Governmental\nEntity, as if such transfer of the right of use and occupancy were an assignment\nof this Lease; but said provisions shall not apply to a transfer of any of\nTenant's rights in and to the Premises to any Governmental Entity which shall\nreplace or succeed to substantially similar public functions, responsibilities\nand areas of authority as Tenant, provided that in any of such events the\nsuccessor Governmental Entity (a) shall utilize the Premises in a manner\nsubstantially similar to Tenant, and (b) shall not utilize the Premises in any\nmanner which, in Landlord's judgment, would impair the reputation of the\nBuilding as a first-class office building.\n\n        L. Related Corporation. Tenant may, without Landlord's consent, but upon\nprior notice to Landlord, permit any corporations or other business entities\n(but not including Governmental Entities) which control, are controlled by, or\nare under common control with Tenant (herein referred to as \"related\ncorporation\") to sublet all or part of the Premises for any of the purposes\npermitted to Tenant, subject however to compliance with Tenant's obligations\nunder this Lease. Such subletting shall not be deemed to vest in any such\nrelated corporation any right or interest in this Lease or the Premises nor\nshall it relieve, release, impair or discharge any of Tenant's obligations\nhereunder. For the purposes hereof, \"control\" shall be deemed to mean ownership\nof not less than fifty percent (50%) of all of the voting stock of such\ncorporation or not less than fifty percent (50%) of all of the legal and\nequitable interest in any other business entities.\n\n        M. Assumption by Assignee. Any assignment or transfer, whether made with\nLandlord's consent pursuant to subsection A of this Article 12 or without\nLandlord's consent pursuant to subsection K or L of this Article 12, shall be\nmade only if, and shall not be effective until, the assignee shall execute,\nacknowledge and deliver to Landlord an agreement in form and substance\nsatisfactory to Landlord whereby the assignee shall assume the obligations of\nthis Lease and agree to be bound by all of the terms, conditions, covenants and\nprovisions hereof on the part of Tenant to be performed or observed and whereby\nthe assignee shall agree that the provisions in subsection A of this Article 12\nshall, notwithstanding such assignment or transfer, continue to be binding upon\nit in respect of all future assignments and transfers. The original named Tenant\ncovenants that, notwithstanding any assignment or transfer, whether or not in\nviolation of the provisions of this Lease, and notwithstanding the acceptance of\nRent and\/or additional rent by Landlord from an assignee, transferee or any\nother party, the original named Tenant shall remain fully liable for the payment\nof the Rent and additional rent and for the other obligations of this Lease on\nthe part of Tenant to be performed or observed.\n\n        N. Liability of Tenant. The joint and several liability of Tenant and\nany immediate or remote successor in interest of Tenant and the due performance\nof the obligations of this Lease on Tenant's part to be performed or observed\nshall not be discharged, released or impaired in any respect by any agreement or\nstipulation made by Landlord extending the time, or modifying any of the\nobligations, of this Lease, or by any waiver or failure of Landlord to enforce\nany of the obligations of this Lease.\n\n        O. Listings. The listing of any name other than that of Tenant, whether\non the doors of the Premises or the Building directory, or otherwise, shall not\noperate to vest any right or interest in this Lease or in the Premises, nor\nshall it be deemed to be the consent of Landlord to any assignment or transfer\nof this Lease or to any sublease of the Premises or to the use or occupancy\nthereof by others. Any such listing shall constitute a privilege extended by\nLandlord, revocable at Landlord's will by notice to Tenant.\n\n        P. Exclusive Broker. In the event Tenant desires to sublet the Premises\nor assign this Lease, at Landlord's option, Tenant shall designate Landlord, the\nthen managing agent of the Building or other agent designated by Landlord for a\nperiod of ninety (90) days from the date that Tenant submits a notice to\nLandlord of its desire to sublet or assign in accordance with subsection B\nabove, as Tenant's exclusive agent to effect such sublease or assignment and\nshall pay Landlord, the managing agent or such other agent, as the case may be,\na reasonable brokerage commission computed in accordance with the usual rates\ncharged by Landlord, the managing agent or such other agent.\n\n\n\n\n                                       14\n   20\n\n        Q. Re-entry by Landlord. If Landlord shall recover or come into\npossession of the Premises before the date herein fixed for the termination of\nthis Lease, pursuant to the terms of this Lease, Landlord shall have the right,\nat its option, to take over any and all subleases or sublettings of the Premises\nor any part thereof made by Tenant and to succeed to all the rights of said\nsubleases and sublettings or such of them as it may elect to take over. Tenant\nhereby expressly assigns and transfers to Landlord such of the subleases and\nsublettings as Landlord may elect to take over at the time of such recovery of\npossession, such assignment and transfer not to be effective until the\ntermination of this Lease or re-entry by Landlord hereunder, pursuant to the\nterms of this Lease, or if Landlord shall otherwise succeed to Tenant's estate\nin the Premises, at which time Tenant shall upon request of Landlord, execute,\nacknowledge and deliver to Landlord such further instruments of assignment and\ntransfer as may be necessary to vest in Landlord the then existing subleases and\nsublettings. Every subletting hereunder is subject to the condition and by its\nacceptance of and entry into a sublease, each subtenant thereunder shall be\ndeemed conclusively to have thereby agreed from and after the termination of\nthis Lease or re-entry by Landlord hereunder, pursuant to the terms of this\nLease, of or if Landlord shall otherwise succeed to Tenant's estate in the\nPremises that such subtenant shall waive any right to surrender possession or to\nterminate the sublease and, at Landlord's election, such subtenant shall be\nbound to Landlord for the balance of the term of such sublease and shall attorn\nto and recognize Landlord, as its landlord, under all of the then executory\nterms of such sublease, except that Landlord shall not (i) be liable for any\nprevious act, omission or negligence of Tenant under such sublease, (ii) be\nsubject to any counterclaim, defense or offset not expressly provided for in\nsuch sublease, which theretofore accrued to such subtenant against Tenant, (iii)\nbe bound by any previous modification or amendment of such sublease or by any\nprevious prepayment of more than one (1) month's rent and additional rent which\nshall be payable as provided in the sublease, (iv) be obligated to repair the\nsubleased space or the Building or any part thereof, in the event of total or\nsubstantial total damage beyond such repair as can reasonably be accomplished\nfrom the net proceeds of insurance actually made available to Landlord (unless\nthe subleased space is all or substantially all of the Premises), (v) be\nobligated to repair the subleased space or the Building or any part thereof, in\nthe event of partial condemnation beyond such repair as can reasonably be\naccomplished from the net proceeds of any award actually made available to\nLandlord as consequential damages allocable to the part of the subleased space\nor the Building not taken (unless the subleased space is all or substantially\nall of the Premises) or (vi) be obligated to perform any work in the subleased\nspace of the Building or to prepare them for occupancy beyond Landlord's\nobligations under this Lease, and the subtenant shall execute and deliver to\nLandlord any instruments Landlord may reasonably request to evidence and confirm\nsuch attornment. Each subtenant or licensee of Tenant shall be deemed\nautomatically upon and as a condition of occupying or using the Premises or any\npart thereof, to have given a waiver of the type described in and to the extent\nand upon the conditions set forth in this Article 12.\n\n        R. Reimbursement. Within ten (10) business days after receipt of a bill\ntherefor, Tenant shall reimburse Landlord for the reasonable costs that may be\nincurred by Landlord in connection with any assignment or sublease, including,\nwithout limitation, the costs of making investigations as to the acceptability\nof the proposed assignee or subtenant, and reasonable legal costs incurred by\nLandlord in connection with the granting of any requested consent.\n\n13. CONDITION OF THE PREMISES.\n\n        A. Acceptance by Tenant. Tenant has examined the Premises and agrees to\naccept possession of the Premises in the condition and state of repair which\nshall exist on the date hereof \"as is.\" Tenant agrees that except for\nperformance of Landlord's Post-Commencement Core Work, Landlord shall have no\nother obligation to perform any work or make any installations in order to\nprepare the Premises for Tenant's occupancy. Landlord shall substantially\ncomplete that portion of Landlord's Post- Commencement Core Work consisting of\ninstallation of certain windows located on the second (2nd) floor portion of the\nPremises (the \"Window Work\") by September 30, 1999, as set forth on Schedule B\n(with respect to the mezzanine portion of the Premises, Landlord shall clean,\nscrape and make such windows fully operable and appear substantially similar to\nthe new windows that are installed on the second (2nd) floor of the Premises in\nthe reasonable judgment of Tenant). In the event Landlord fails to substantially\ncomplete the Window Work by November 1, 1999, subject to the terms and\nconditions contained in Article 26, Tenant shall be entitled to receive an\nabatement of Rent, in the amount equal to one half (_) of one (1) day of Rent\nfor each day commencing on November 1, 1999 that the Window Work is not\nsubstantially completed until the date that the Window Work is substantially\ncompleted. The taking of possession of the Premises by Tenant shall be\nconclusive evidence as against Tenant that, at the time such possession was so\ntaken, the Premises and the Building were in good and satisfactory condition\n(except for latent defects which Tenant must provide notice thereof to Landlord\nwithin twelve (12) months from the Rent Commencement Date) and that Landlord's\nPre-Commencement Core Wor k was substantially completed.\n\n        B. Tenant's Initial Alteration. Tenant agrees to perform, or to cause\ncontractors approved by Landlord to perform, Tenant's Initial Alteration in\naccordance with the terms, conditions and provisions contained in this Lease,\nincluding, without limitation, Schedules C, D and E annexed hereto. All of the\n\n\n\n                                       15\n   21\n\nterms, covenants and conditions of Schedules C, D and E are incorporated in this\nLease as if fully set forth at length herein.\n\n14. ACCESS TO PREMISES.\n\n        A. Access by Landlord. Tenant shall permit Landlord, Landlord's agents\nand public utilities servicing the Building to erect, use, maintain and replace,\nconcealed ducts, pipes and conduits in and through the Premises. Landlord,\nLandlord's agents and\/or affiliates, and the holder of any Mortgage shall each\nhave the right to enter the Premises at all reasonable times upon reasonable\nprior notice to Tenant, except in the case of an emergency, to (i) examine the\nsame, (ii) to show them to prospective purchasers, mortgagees or lessees (during\nthe last six (6) months of the Term) of the Building or space therein, (iii) to\nmake such decorations, repairs, replacements, alterations, improvements or\nadditions as Landlord may deem necessary or desirable to the Premises or to any\nother portion of the Building or which Landlord may elect to perform following\nTenant's failure to make repairs or perform any work which Tenant is obligated\nto perform under this Lease, (iv) for the purpose of complying with laws,\nregulations or other requirements of government authorities and (v) to perform\n\"Remedial Work\" (as defined in Article 40 hereof) after the failure of Tenant to\nperform the same in accordance with the terms of this Lease. Landlord shall be\nallowed, during the progress of any work in and about the Premises, to take all\nnecessary material and equipment into and upon the Premises and to store them\nwithin the Premises without the same constituting an eviction or constructive\neviction of Tenant in whole or in part and the Rent shall in nowise abate while\nany decorations, repairs, replacements, alterations, improvements or additions\nare being made, by reason of loss or interruption of business of Tenant, or\notherwise, provided that Landlord shall endeavor to minimize the adverse effects\non Tenant of any such entry or storage of materials by Landlord in or about the\nPremises for any reason, provided, however, Landlord shall have no obligation to\nuse overtime personnel or pay premium rates in connection with any such work.\nDuring the six (6) months prior to the Expiration Date or the expiration of any\nrenewal or extended term, Landlord may exhibit the Premises to prospective\ntenants thereof. If Tenant shall not be personally present to open and permit an\nentry into the Premises, in the event of an emergency, when for any reason an\nentry therein shall be necessary, Landlord or Landlord's agents may enter the\nsame by a master key, or, in the event of an emergency, may forcibly enter the\nsame, without rendering Landlord or such agents liable therefor (if during such\nentry Landlord or Landlord's agents shall accord reasonable care to Tenant's\nproperty), and without in any manner affecting the obligations and covenants of\nthis Lease. Nothing herein contained, however, shall be deemed or construed to\nimpose upon Landlord any obligation, responsibility or liability whatsoever, for\nthe care, supervision or repair of the Building or any part thereof, other than\nas herein provided. Notwithstanding anything to the contrary contained herein,\nand subject to the imposition of any legal requirements which may be imposed at\nthe Building, Landlord agrees that the Premises shall not be used as a point of\nre-entry from any external fire staircases in the Building.\n\n        B. Other Landlord Privileges. Landlord shall have the right at any time,\nwithout the same constituting an actual or constructive eviction and without\nincurring any liability to Tenant therefor, to change the arrangement and\/or\nlocation of entrances or passageways, doors and doorways, corridors, elevators,\nstairs, toilets or other public parts of the Building and to change the name,\nnumber or designation by which the Building is commonly known, provided that (a)\nany such change does not deprive Tenant of reasonable access to the Premises,\n(b) such change does not materially interfere with Tenant's use and occupancy of\nthe Premises, and (c) Landlord shall endeavor to minimize the extent and\nduration of any interference with the use of the Premises. Landlord shall have\nno obligation to use overtime personnel or pay any premium rates in connection\nwith such work. Tenant acknowledges that Landlord may (but shall have no\nobligation to) perform repairs, improvements, alterations and\/or substantial\nrenovation work in and to the public parts of the Building and the mechanical\nand other systems serving the Building (which work may include improvements to\nthe lobby and facade of the Building, which may require that scaffolding and\/or\na sidewalk bridge be placed in front of the Building, and the replacement of\nwindow glass, requiring access to the same from within the Premises), provided\nthat (a) any such change does not deprive Tenant of reasonable access to the\nPremises, (b) such change does not materially interfere with Tenant's use and\noccupancy of the Premises, and (c) Landlord shall endeavor to minimize the\nextent and duration of any interference with the use of the Premises. Landlord\nshall have no obligation to use overtime personnel or pay any premium rates in\nconnection with such work. Landlord shall incur no liability to Tenant, nor\nshall Tenant be entitled to any abatement of Rent on account of any noise,\nvibration or other disturbance to Tenant's business at the Premises (provided\nthat Tenant is not denied access thereto) which shall arise out of the\nperformance by Landlord or other tenants of the aforesaid repairs, alterations,\nadditions, improvements, alterations and renovations of the Building or any part\nthereof and Tenant hereby agrees to release Landlord of and from any claims\n(including without limitation, claims arising by reason of loss or interruption\nof business) of every kind and nature whatsoever arising under or in connection\ntherewith. Tenant understands and agrees that all parts (except surfaces facing\nthe interior of the Premises) of all walls, windows and doors bounding the\nPremises (including exterior Building walls, core corridor walls, doors and\nentrances), all balconies, terraces and roofs adjacent to the Premises, all\nspace in or adjacent to the Premises used for shafts, stacks, stairways, chutes,\npipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other\nmechanical facilities, service closets and other Building facilities are not\npart of the Premises, and Landlord shall have the use\n\n\n\n                                       16\n   22\n\nthereof, as well as access thereto through the Premises for the purposes of\noperation, maintenance, alteration and repair. Landlord, throughout the Term,\nshall have free access to any and all mechanical installations of Landlord,\nincluding but not limited to air-cooling, fan, ventilating, machine rooms and\nelectrical closets.\n\n        C. Courtyard Access. Tenant shall permit Landlord and\/or certain\nmaintenance personnel (the \"Maintenance Personnel\") to enter the Premises in\norder to maintain, repair and\/or replace certain equipment located in the\ncourtyard of the Building adjacent to the Premises (the \"Courtyard Space\").\nTenant hereby agrees that Landlord and the Maintenance Personnel shall be\npermitted to enter the Premises in order to access the Courtyard Space and\n(except in the case of an emergency where such access shall be permitted in\naccordance with the provisions of subsection A above) such access shall be\nsubject to the following: (i) Landlord shall provide Tenant with reasonable\nnotice of such access, (ii) such access shall be at reasonable times, (iii) a\nBuilding representative shall accompany the Maintenance Personnel, (iv) a Tenant\nrepresentative shall accompany the Maintenance Personnel and Building\nrepresentative, (v) entry to the Premises for such purpose shall be made through\nthe elevator servicing the Premises which is located in the northeast portion of\nthe Premises, and (vi) Landlord shall use reasonable efforts not to transport\nheavy machinery through the Premises during business hours when entering the\nPremises for the purposes set forth in this subsection C.\n\n15. CERTIFICATE OF OCCUPANCY . Tenant shall not at any time use or occupy the\nPremises in violation of the certificate of occupancy issued or which may be\nissued for the Premises or for the Building (providing such certificate of\noccupancy does not prohibit Tenant's Permitted Use of the Premises as set forth\nin Section IA[xiii]) and in the event that any department of the City or State\nof New York shall hereafter at any time contend and\/or declare by notice,\nviolation, order or in any other manner whatsoever that the Premises are used\nfor a purpose which is a violation of such certificate of occupancy, Tenant\nshall, upon five (5) days written notice from Landlord, immediately discontinue\nsuch use of the Premises. Failure by Tenant to discontinue such use after such\nnotice shall be considered a default in the fulfillment of a covenant of this\nLease and Landlord shall have the right to terminate this Lease immediately, and\nin addition thereto shall have the right to exercise any and all rights and\nprivileges and remedies given to Landlord by and pursuant to the provisions of\nArticles 17 and 18 hereof.\n\n16. LANDLORD'S LIABILITY. The obligations of Landlord under this Lease shall not\nbe binding upon Landlord named herein after the sale, conveyance, assignment or\ntransfer by such Landlord (or upon any subsequent landlord after the sale,\nconveyance, assignment or transfer by such subsequent landlord) of its interest\nin the Building or the Real Property, as the case may be, and in the event of\nany such sale, conveyance, assignment or transfer, Landlord shall be and hereby\nis entirely freed and relieved of all covenants and obligations of Landlord\nhereunder, and it shall be deemed and construed without further agreement\nbetween the parties or their successors in interest, or between the parties and\nthe purchaser, grantee, assignee or other transferee that such purchaser,\ngrantee, assignee or other transferee has assumed and agreed to carry out any\nand all covenants and obligations of Landlord hereunder. Neither the\nshareholders, members, directors or officers of Landlord, if Landlord is a\ncorporation, nor the partners comprising Landlord (nor any of the shareholders,\nmembers, directors or officers of such partners), if Landlord is a partnership\n(collectively, the \"Parties\"), shall be liable for the performance of Landlord's\nobligations under this Lease. Tenant shall look solely to Landlord to enforce\nLandlord's obligations hereunder and shall not seek any damages against any of\nthe Parties. The liability of Landlord for Landlord's obligations under this\nLease shall not exceed and shall be limited to Landlord's interest in the\nBuilding and the Real Property (and any refinancing or any sale proceeds) and\nTenant shall not look to or attach any other property or assets of Landlord or\nthe property or assets of any of the Parties in seeking either to enforce\nLandlord's obligations under this Lease or to satisfy a judgment for Landlord's\nfailure to perform such obligations. In no event shall Landlord (or any of the\nofficers, trustees, directors, partners, beneficiaries, joint ventures, members,\nstockholders or other principals or representatives and the like, disclosed or\nundisclosed, thereof) ever be liable for incidental or consequential damages.\n\n17. DEFAULT.\n\n        A. Events of Default; Conditions of Limitation. This Lease and the term\nand estate hereby granted are subject to the limitations that upon the\noccurrence, at any time prior to or during the Term, of any one or more of the\nfollowing events (referred to as \"Events of Default\"):\n\n                (i) if Tenant shall default in the payment when due of any\ninstallment of Rent or in the payment when due of any additional rent, and any\nsuch default shall continue for a period of ten (10) days after notice by\nLandlord to Tenant of such default; or\n\n                (ii) if Tenant shall default in the observance or performance of\nany term, covenant or condition of this Lease on Tenant's part to be observed or\nperformed (other than the covenants for the payment of Rent and additional rent)\nand Tenant shall fail to remedy such default within twenty (20) days after\nnotice by Landlord to Tenant of such default, or if such default is of such a\nnature that it cannot be completely remedied within said period of twenty (20)\ndays and Tenant shall not commence within said\n\n\n\n\n                                       17\n   23\n\nperiod of twenty (20) days, or shall not thereafter diligently prosecute to\ncompletion all steps necessary to remedy such default; or\n\n                (iii) Intentionally Deleted; or\n\n                (iv) if the Premises shall become abandoned; or\n\n                (v) if Tenant's interest in this Lease shall devolve upon or\npass to any person, whether by operation of law or otherwise, except as may be\nexpressly permitted under Article 12 hereof; or\n\n                (vi) if this Lease shall be rejected under Section 235 of Title\n11 of the U.S. Bankruptcy Code; or\n\n                (vii) if any execution or attachment shall be issued against\nTenant or any of Tenant's property pursuant to which the Premises shall be taken\nor occupied; then, in any of said cases, at any time prior to or during the\nTerm, of any one or more of such Events of Default, Landlord, at any time\nthereafter, at Landlord's option, may give to Tenant a five (5) days notice of\ntermination of this Lease and, in the event such notice is given, this Lease and\nthe Term shall come to an end and expire (whether or not the Term shall have\ncommenced) upon the expiration of said five (5) days with the same effect as if\nthe date of expiration of said five (5) days were the Expiration Date, but\nTenant shall remain liable for damages as provided in Article 18 hereof.\n\n        B. Effect of Bankruptcy. Anything elsewhere in this Lease to the\ncontrary notwithstanding, this Lease may be canceled by Landlord by sending of a\nwritten notice to Tenant within a reasonable time after the happening of any one\nor more of the following events: (i) the commencement of a case in bankruptcy or\nunder the laws of any state naming Tenant as the debtor, provided such case is\nnot dismissed within ninety (90) days following its commencement; or (ii) the\nmaking by Tenant of any assignment or any other arrangement for the benefit of\ncreditors under any state statute. Neither Tenant nor any person claiming\nthrough or under Tenant, or by reason of any statute or order of court, shall\nthereafter be entitled to possession of the Premises but shall forthwith quit\nand surrender the Premises. If this Lease shall have been assigned in accordance\nwith its terms, the provisions of this Article 17 shall be applicable to any of\nthe persons or entities primarily or secondarily liable for Tenant's obligations\nunder this Lease. It is stipulated and agreed that in the event of the\ntermination of this Lease pursuant to this subsection, Landlord shall forthwith,\nnotwithstanding any other provisions of this Lease to the contrary, be entitled\nto recover from Tenant as and for liquidated damages an amount determined in\naccordance with subsection B(i)(c) of Article 18 of this Lease.\n\n        C. Conditional Limitation. Nothing contained in this Article 17 shall be\ndeemed to require Landlord to give the notices herein provided for prior to the\ncommencement of a summary proceeding for non-payment of rent or a plenary action\nfor recovery of rent on account of any default in the payment of the same, it\nbeing intended that such notices are for the sole purpose of creating a\nconditional limitation hereunder pursuant to which this Lease shall terminate\nand if Tenant thereafter remains in possession after such termination, Tenant\nshall do so as a holdover tenant.\n\n18. REMEDIES AND DAMAGES.\n\n        A. Landlord's Remedies. (i) If Tenant shall default, beyond any\napplicable notice and cure periods, in the payment when due of any installment\nof Rent or in the payment when due of any additional rent, or if any execution\nor attachment shall be issued against Tenant or any of Tenant's property\nwhereupon the Premises shall be taken or occupied or attempted to be taken or\noccupied by someone other than Tenant, or if this Lease and the Term shall\nexpire and come to an end as provided in Article 17:\n\n                (a) Landlord and its agents and servants may immediately, or at\nany time after such default, beyond any applicable notice and cure periods, or\nafter the date upon which this Lease and the Term shall expire and come to an\nend, re-enter the Premises or any part thereof, either by summary proceedings,\nor by any other applicable action or proceeding, (without being liable to\nindictment, prosecution or damages therefor), and may repossess the Premises and\ndispossess Tenant and any other persons from the Premises and remove any and all\nof their property and effects from the Premises; and\n\n                (b) Landlord, at Landlord's option, may relet the whole or any\npart or parts of the Premises from time to time, either in the name of Landlord\nor otherwise, to such tenant or tenants, for such term or terms ending before,\non or after the Expiration Date, at such rental or rentals and upon such other\nconditions, which may include concessions and free rent periods, as Landlord, in\nits sole discretion, may determine. Landlord shall have no obligation to relet\nthe Premises or any part thereof and shall in no event be liable for refusal or\nfailure to relet the Premises or any part thereof, or, in the event of any such\n\n\n\n\n                                       18\n   24\n\nreletting, for refusal or failure to collect any rent due upon any such\nreletting, and no such refusal or failure shall operate to relieve Tenant of any\nliability under this Lease or otherwise to affect any such liability; Landlord,\nat Landlord's option, may make such repairs, replacements, alterations,\nadditions, improvements, decorations and other physical changes in and to the\nPremises as Landlord, in its sole discretion, considers advisable or necessary\nin connection with any such reletting or proposed reletting, without relieving\nTenant of any liability under this Lease or otherwise affecting any such\nliability. Notwithstanding the foregoing, Landlord shall use commercially\nreasonable efforts to collect rent due and payable from such immediately\nsuccessive tenant of the Premises, or any portion of the Premises, provided,\nhowever, such reasonable commercial efforts shall not require Landlord to expend\nmore than Ten Thousand and 00\/100 ($10,000.00) Dollars in attorney's fees in\nconnection with its efforts to collect such rent.\n\n                (ii) Tenant hereby waives the service of any notice of intention\nto re-enter or to institute legal proceedings to that end which may otherwise be\nrequired to be given under any present or future law. Tenant, on its own behalf\nand on behalf of all persons claiming through or under Tenant, including all\ncreditors, does further hereby waive any and all rights which Tenant and all\nsuch persons might otherwise have under any present or future law to redeem the\nPremises, or to re-enter or repossess the Premises, or to restore the operation\nof this Lease, after (a) Tenant shall have been dispossessed by a judgment or by\nwarrant of any court or judge, or (b) any re-entry by Landlord, or (c) any\nexpiration or termination of this Lease and the Term, whether such dispossess,\nre-entry, expiration or termination shall be by operation of law or pursuant to\nthe provisions of this Lease. The words \"re-enter\", \"re-entry\" and \"re-entered\"\nas used in this Lease shall not be deemed to be restricted to their technical\nlegal meanings. In the event of a breach or threatened breach by Tenant, or any\npersons claiming through or under Tenant, of any term, covenant or condition of\nthis Lease on Tenant's part to be observed or performed, Landlord shall have the\nright to enjoin such breach and the right to invoke any other remedy allowed by\nlaw or in equity as if re-entry, summary proceedings and other special remedies\nwere not provided in this Lease for such breach. The right to invoke the\nremedies hereinbefore set forth are cumulative and shall not preclude Landlord\nfrom invoking any other remedy allowed at law or in equity.\n\n        B. Damages. (i) If this Lease and the Term shall expire and come to an\nend as provided in Article 17, or by or under any summary proceeding or any\nother action or proceeding, or if Landlord shall re-enter the Premises as\nprovided in subsection A of this Article 18, or by or under any summary\nproceeding or any other action or proceeding, then, in any of said events:\n\n                (a) Tenant shall pay to Landlord all Rent, additional rent and\nother charges payable under this Lease by Tenant to Landlord to the date upon\nwhich this Lease and the Term shall have expired and come to an end or to the\ndate of re-entry upon the Premises by Landlord, as the case may be;\n\n                (b) Tenant also shall be liable for and shall pay to Landlord,\nas damages, any deficiency (referred to as \"Deficiency\") between the Rent\nreserved in this Lease for the period which otherwise would have constituted the\nunexpired portion of the Term and the net amount, if any, of rents collected\nunder any reletting effected pursuant to the provisions of subsection (A)(i) of\nthis Article 18 for any part of such period (first deducting from the rents\ncollected under any such reletting all of Landlord's reasonable expenses in\nconnection with the termination of this Lease, or Landlord's reentry upon the\nPremises and with such reletting including, but not limited to, all repossession\ncosts, brokerage commissions, advertising, legal expenses, attorneys' fees and\ndisbursements, alteration costs and other expenses of preparing the Premises for\nsuch reletting); any such Deficiency shall be paid in monthly installments by\nTenant on the days specified in this Lease for payment of installments of Rent,\nLandlord shall be entitled to recover from Tenant each monthly Deficiency as the\nsame shall arise, and no suit to collect the amount of the Deficiency for any\nmonth shall prejudice Landlord's right to collect the Deficiency for any\nsubsequent month by a similar proceeding; and\n\n                (c) whether or not Landlord shall have collected any monthly\nDeficiencies as aforesaid, Landlord shall be entitled to recover from Tenant,\nand Tenant shall pay to Landlord, on demand, in lieu of any further Deficiencies\nas and for liquidated and agreed final damages, a sum equal to the amount by\nwhich the Rent reserved in this Lease for the period which otherwise would have\nconstituted the unexpired portion of the Term exceeds the then fair and\nreasonable rental value of the Premises for the same period, less the aggregate\namount of Deficiencies theretofore collected by Landlord pursuant to the\nprovisions of subsection B(l)(b) of this Article 18 for the same period; if,\nbefore presentation of proof of such liquidated damages to any court, commission\nor tribunal, the Premises, or any part thereof, shall have been relet by\nLandlord for the period which otherwise would have constituted the unexpired\nportion of the Term, or any part thereof, the amount of rent reserved upon such\nreletting shall be deemed, prima facie, to be the fair and reasonable rental\nvalue for the part or the whole of the Premises so relet during the term of the\nreletting.\n\n                        (ii) If the Premises, or any part thereof, shall be\nrelet together with other space in the Building, the rents collected or reserved\nunder any such reletting and the expenses of any such reletting\n\n\n\n                                       19\n   25\n\nshall be equitably apportioned for the purposes of this subsection B. Tenant\nshall in no event be entitled to any rents collected or payable under any\nreletting, whether or not such rents shall exceed the Rent reserved in this\nLease. Solely for the purposes of this Article, the term \"Rent\" as used in\nsubsection B(i) of this Article 18 shall mean the Rent in effect immediately\nprior to the date upon which this Lease and the Term shall have expired and come\nto an end, or the date of re-entry upon the Premises by Landlord, as the case\nmay be, adjusted to reflect any increase or decrease pursuant to the provisions\nof Article 28 hereof for the Comparison Year (as defined in said Article 28)\nimmediately preceding such event. Nothing contained in Article 17 or this\nArticle 18 shall be deemed to limit or preclude the recovery by Landlord from\nTenant of the maximum amount allowed to be obtained as damages by any statute or\nrule of law, or of any sums or damages to which Landlord may be entitled in\naddition to the damages set forth in subsection B(i) of this Article 18.\n\n        C. Legal Fees. (i) Tenant hereby agrees to pay, as additional rent, all\nreasonable attorneys' fees and disbursements (and all other court costs or\nexpenses of legal proceedings) which Landlord may incur or pay out by reason of,\nor in connection with the exercise by Landlord in good faith to bring:\n\n                        (a) any action or proceeding by Landlord to terminate\nthis Lease;\n\n                        (b) any other action or proceeding by Landlord against\nTenant (including, but not limited to, any arbitration proceeding);\n\n                        (c) any default beyond notice and any cure period by\nTenant in the observance or performance of any obligation under this Lease\n(including, but not limited to, matters involving payment of rent and additional\nrent, computation of escalations, alterations or other Tenant's work and\nsubletting or assignment), provided Landlord commences any action or proceeding\nagainst Tenant;\n\n                        (d) any action or proceeding brought by Tenant not in\ngood faith against Landlord (or any officer, partner or employee of Landlord) in\nwhich Tenant fails to secure a final unappealable judgment against Landlord; and\n\n                        (e) any other appearance by Landlord (or any officer,\npartner or employee of Landlord) as a witness or otherwise in any action or\nproceeding whatsoever involving or affecting Landlord and Tenant (either\ndirectly or indirectly) or this Lease.\n\n\n                (ii) Tenant's obligations under this subsection C of Article 18\nshall survive the expiration of the Term hereof or any earlier termination of\nthis Lease. This provision is intended to supplement (and not to limit) other\nprovisions of this Lease pertaining to indemnities and\/or attorneys' fees.\n\n        D. Additional Landlord Remedies. Tenant hereby acknowledges and agrees\nthat in the event this Lease and the Term hereof shall expire and come to an end\nas provided in Article 17, Tenant shall be liable for an amount equal to the sum\nof the unamortized portion of (i) the cost of Landlord's Core Work, and (ii) any\nbrokerage commissions or fees paid by Landlord in connection with this Lease and\n(iii) the amount of Landlord's Contribution (which sum shall be amortized on a\nstraight-line basis over the Term of this Lease), which sum shall be immediately\ndue and payable by Tenant on demand by Landlord and deemed to be additional rent\nhereunder.\n\n19. FEES AND EXPENSES.\n\n        A. Curing Tenant's Defaults. If Tenant shall default in the observance\nor performance of any term or covenant on Tenant's part to be observed or\nperformed under or by virtue of any of the terms or provisions in any Article of\nthis Lease, after the giving of notice (if required) and upon the expiration of\nany applicable grace period (except in an emergency), Landlord may immediately\nor at any time thereafter and without notice perform the same for the account of\nTenant. If Landlord makes any expenditures or incurs any obligations for the\npayment of money in connection with any such default by Tenant or the cure\nthereof including, but not limited to, any damages or fines or any reasonable\nattorneys' fees and disbursements in instituting, prosecuting or defending any\naction or proceeding, such sums paid or obligations incurred with interest and\ncosts shall be deemed to be additional rent hereunder and shall be paid by\nTenant to Landlord within ten (10) days of rendition of any bill or statement to\nTenant therefor. If the Term hereof shall have expired at the time Landlord\nsustains or incurs such expenditures, such sums shall be recoverable by\nLandlord, as damages.\n\n\n        B. Late Charges. If Tenant shall fail to make payment of any installment\nof Rent or any additional rent within ten (10) days after the date when such\npayment is due, Tenant shall pay to Landlord, in addition to such installment of\nRent or such additional rent, as the case may be, as a late charge and as\nadditional rent, a sum based on a rate equal to the lesser of (i) five percent\n(5%) per annum above the then current prime rate charged by Citibank, N.A. or\nits successor and (ii) the maximum rate permitted by applicable law, of the\namount unpaid computed from the date such payment was due to and\n\n\n\n                                       20\n   26\n\nincluding the date of payment. Tenant acknowledges and agrees that, except as\notherwise expressly provided herein, if Tenant fails to dispute any item of\nadditional rent within thirty (30) days of receipt of a bill or notice therefor,\nTenant shall be deemed to have waived its right to dispute the same.\n\n20. NO REPRESENTATIONS BY LANDLORD. Landlord or Landlord's agents have made no\nrepresentations or promises with respect to the Building, the Real Property, the\nPremises, Taxes (as defined in Article 28 hereof) or any other matter or thing\naffecting or related to the Premises, except as herein expressly set forth and\nno rights, easements or licenses are acquired by Tenant by implication or\notherwise except as expressly set forth herein.\n\n21. END OF TERM.\n\n        A. Surrender of Premises. Upon the expiration or other termination of\nthe Term, pursuant to the terms of this Lease, Tenant shall quit and surrender\nto Landlord the Premises, broom clean, in good order and condition, ordinary\nwear and tear and damage for which Tenant is not responsible under the terms of\nthis Lease excepted, and Tenant shall remove all Alterations and property\npursuant to Article 3 hereof. Tenant's obligation to observe or perform this\ncovenant shall survive the expiration or sooner termination of the Term. If the\nlast day of the Term or any renewal thereof falls on Saturday or Sunday this\nLease shall expire on the business day immediately preceding.\n\n        B. Holdover by Tenant. The parties recognize and agree that the damage\nto Landlord resulting from any failure by Tenant to timely surrender possession\nof the Premises as aforesaid will be substantial, will exceed the amount of the\nmonthly installments of the Rent theretofore payable hereunder, and will be\nimpossible to accurately measure. Tenant therefore agrees that if possession of\nthe Premises is not surrendered to Landlord within twenty-four (24) hours after\nthe Expiration Date or sooner termination of the Term, in addition to any other\nrights or remedy Landlord may have hereunder or at law, Tenant shall pay to\nLandlord for each month and for each portion of any month during which Tenant\nholds over in the Premises after the Expiration Date or sooner termination of\nthis Lease, a sum equal to two (2) times the aggregate of that portion of the\nRent and the additional rent which was payable under this Lease during the last\nmonth of the Term for each successive month thereafter that Tenant holds-over.\nNothing herein contained shall be deemed to permit Tenant to retain possession\nof the Premises after the Expiration Date or sooner termination of this Lease\nand no acceptance by Landlord of payments from Tenant after the Expiration Date\nor sooner termination of the Term shall be deemed to be other than on account of\nthe amount to be paid by Tenant in accordance with the provisions of this\nArticle 21, which provisions shall survive the Expiration Date or sooner\ntermination of this Lease. If Tenant shall hold-over or remain in possession of\nany portion of the Premises beyond the date which is two (2) months after the\nExpiration Date of this Lease, notwithstanding the acceptance of any Rent and\nadditional rent paid by Tenant pursuant to the preceding provisions, Tenant\nshall be subject not only to summary proceeding and all damages related thereto,\nbut also to any damages arising out of lost opportunities (and\/or new leases) by\nLandlord to re-let the Premises (or any part thereof). All damages to Landlord\nby reason of such holding over by Tenant may be the subject of a separate action\nand need not be asserted by Landlord in any summary proceedings against Tenant.\n\n22. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that providing\nTenant is not in default, after notice and beyond any applicable grace period,\nin observing and performing all the terms, covenants and conditions on Tenant's\npart to be observed and performed including, without limitation, the obligation\nto pay Rent, additional rent and any other charges due and owing under this\nLease, Tenant may peaceably and quietly enjoy the Premises, subject,\nnevertheless, to the terms and conditions of this Lease including, but not\nlimited to, Article 16 hereof and to all Superior Leases and Mortgages.\n\n23. FAILURE TO GIVE POSSESSION. Tenant waives any right to rescind this Lease\nunder Section 223-a of the New York Real Property Law or any successor statute\nof similar import then in force and further waives the right to recover any\ndamages which may result from Landlord's failure to deliver possession of the\nPremises on the date set forth in Article 1 hereof for the commencement of the\nTerm for any reason whatsoever, including, but not limited to, the failure of\nthe present tenant of the Premises to vacate and surrender the Premises to\nLandlord. If Landlord shall be unable to give possession of the Premises on such\ndate, and provided Tenant is not responsible for such inability to give\npossession, the Rent reserved and covenanted to be paid herein shall not\ncommence until the possession of the Premises is given or the Premises are\navailable for occupancy by Tenant, and no such failure to give possession on\nsuch date shall in any way affect the validity of this Lease or the obligations\nof Tenant hereunder or give rise to any claim for damages by Tenant or claim for\nrescission of this Lease, nor shall same be construed in anyway to extend the\nTerm. If permission is given to Tenant to enter into the possession of the\nPremises or to occupy premises other than the Premises prior to the Commencement\nDate, Tenant covenants and agrees that such occupancy shall be deemed to be\nunder all the terms, covenants, conditions and provisions of this Lease,\nincluding the covenant to pay Rent as expressly provided herein.\n\n\n\n\n                                       21\n   27\n\n24. NO WAIVER.\n\n        A. If there be any agreement between Landlord and Tenant providing for\nthe cancellation of this Lease upon certain provisions or contingencies and\/or\nan agreement for the renewal hereof at the expiration of the Term, the right to\nsuch renewal or the execution of a renewal agreement between Landlord and Tenant\nprior to the expiration of the Term shall not be considered an extension thereof\nor a vested right in Tenant to such further term, so as to prevent Landlord from\ncanceling this Lease and any such extension thereof during the remainder of the\noriginal Term; such privilege, if and when so exercised by Landlord, shall\ncancel and terminate this Lease and any such renewal or extension previously\nentered into between Landlord and Tenant or the right of Tenant to any such\nrenewal or extension; any right herein contained on the part of Landlord to\ncancel this Lease shall continue during any extension or renewal hereof; any\noption on the part of Tenant herein contained for an extension or renewal hereof\nshall not be deemed to give Tenant any option for a further extension beyond the\nfirst renewal or extended term.\n\n        B. No act or thing done by Landlord or Landlord's agents during the Term\nshall be deemed an acceptance of a surrender of the Premises, and no agreement\nto accept such surrender shall be valid unless in writing signed by Landlord. No\nemployee of Landlord or of Landlord's agents shall have any power to accept the\nkeys of the Premises prior to the termination of this Lease. The delivery of\nkeys to any employee of Landlord or of Landlord's agents shall not operate as a\ntermination of this Lease or a surrender of the Premises. In the event Tenant at\nany time desires to have Landlord sublet the Premises for Tenant's account,\nLandlord or Landlord's agents are authorized to receive said keys for such\npurpose without releasing Tenant from any of the obligations under this Lease,\nand Tenant hereby relieves Landlord of any liability for loss of or damage to\nany of Tenant's effects in connection with such subletting.\n\n        C. The failure of Landlord to seek redress for violation of, or to\ninsist upon the strict performance of, any covenant or condition of this Lease\nor any of the Rules and Regulations set forth or hereafter adopted by Landlord,\nshall not prevent a subsequent act which would have originally constituted a\nviolation from having all force and effect of an original violation. The receipt\nby Landlord of Rent with knowledge of the breach of any covenant of this Lease\nshall not be deemed a waiver of such breach. The failure of Landlord to enforce\nany of the Rules and Regulations set forth, or hereafter adopted, against Tenant\nand\/or any other tenant in the Building shall not be deemed a waiver of any such\nRules and Regulations. No provision of this Lease shall be deemed to have been\nwaived by Landlord unless such waiver be in writing signed by Landlord.\n\n        D. No payment by Tenant or receipt by Landlord of a lesser amount than\nthe monthly Rent herein stipulated shall be deemed to be other than on account\nof the earliest stipulated Rent, or as Landlord may elect to apply same, nor\nshall any endorsement or statement on any check or any letter accompanying any\ncheck or payment as Rent be deemed an accord and satisfaction, and Landlord may\naccept such check or payment without prejudice to Landlord's right to recover\nthe balance of such Rent or pursue any other remedy in this Lease provided.\n\n        E. This Lease contains the entire agreement between the parties and all\nprior negotiations and agreements are merged in this Lease. Any executory\nagreement hereafter made shall be ineffective to change, modify, discharge or\neffect an abandonment of it in whole or in part unless such executory agreement\nis in writing and signed by the party against whom enforcement of the change,\nmodification, discharge or abandonment is sought.\n\n25. WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord and\nTenant that the respective parties hereto shall and they hereby do waive trial\nby jury in any action, proceeding or counterclaim brought by either of the\nparties hereto against the other on any matters whatsoever arising out of or in\nany way connected with this Lease, the relationship of Landlord and Tenant,\nTenant's use or occupancy of the Premises, any claim of injury or damage, or for\nthe enforcement of any remedy under any statute, emergency or otherwise. It is\nfurther mutually agreed that in the event Landlord commences any summary\nproceeding (whether for nonpayment of rent or because Tenant continues in\npossession of the Premises after the expiration or termination of the Term),\nTenant will not interpose any counterclaim (except for mandatory or compulsory\ncounterclaims) of whatever nature or description in any such proceeding.\n\n26. INABILITY TO PERFORM. Except as otherwise provided in this Lease, this Lease\nand the obligation of Tenant to pay Rent and additional rent hereunder and\nperform all of the other covenants and agreements hereunder on the part of\nTenant to be performed shall in nowise be affected, impaired or excused because\nLandlord is unable to fulfill any of its obligations under this Lease expressly\nor impliedly to be performed by Landlord or because Landlord is unable to make,\nor is delayed in making any repairs, additions, alterations, improvements or\ndecorations or is unable to supply or is delayed in supplying any equipment or\nfixtures if Landlord is prevented or delayed from so doing by reason of strikes\nor labor troubles or by accident or by any cause whatsoever reasonably beyond\nLandlord's control,\n\n\n\n                                       22\n   28\n\nincluding but not limited to, laws, governmental preemption in connection with a\nNational Emergency or by reason of any rule, order or regulation of any federal,\nstate, county or municipal authority or any department or subdivision thereof or\nany government agency or by reason of the conditions of supply and demand which\nhave been or are affected by war or other emergency.\n\n27. BILLS AND NOTICES. Except as otherwise expressly provided in this Lease, any\nbills, statements, notices, demands, requests or other communications given or\nrequired to be given under this Lease shall be deemed sufficiently given or\nrendered if in writing, personally delivered with receipt acknowledged or sent\nby a nationally recognized courier service or mailed by registered or certified\nmail (return receipt requested) addressed as follows or to such other address as\neither Landlord or Tenant may designate as its new address for such purpose by\nnotice given to the others in accordance with the provisions of this Article 27:\n\nIf to Landlord:              Polestar Fifth Property Associates LLC\n                             c\/o New Rock Realty Management LLC\n                             420 Lexington Avenue\n                             New York, New York  10170\n\nwith a copy to:              Baer Marks &amp; Upham LLP\n                             805 Third Avenue\n                             New York, New York  10022\n                             Attention:  Donald J. Bezahler, Esq.\n\nPrior to Tenant taking occupancy of the Premises the address for notice shall\nbe:\n\nIf to Tenant:                Women.com, LLC\n                             4 Columbus Circle\n                             New York, New York   10019\n                             Attention: Ms. Antonia G. Trigiani\n\nWith a copy to:              Paul Hastings Janofsky &amp; Walker LLP\n                             399 Park Avenue\n                             New York, New York  10022\n                             Attention:  Katherine B. Lipton, Esq.\n\nAfter Tenant takes occupancy of the Premises the address for notice shall be at\nthe Premises or at any place where Tenant or any agent or employee of Tenant may\nbe found if mailed subsequent to Tenant's vacating, deserting, abandoning or\nsurrendering the Premises. Tenant hereby acknowledges and agrees that any such\nbill, statement, demand, notice, request or other communication may be given by\nLandlord's agent on behalf of Landlord. Any such bill, statement, demand,\nnotice, request or other communication shall be deemed to have been rendered or\ngiven when personally delivered or upon receipt (or refusal of receipt) if\nmailed or sent by courier service. Notwithstanding anything contained in this\nArticle 27 to the contrary, bills and statements issued by Landlord may be sent\nby the method(s) set forth hereinabove, without copies to any other party. This\nnotice provision has been specifically negotiated between the parties hereto.\n\n28. ESCALATION.\n\n        A. Defined Terms. In a determination of any increase in the Rent under\nthe provisions of this Article 28, Landlord and Tenant agree as follows:\n\n                (i) \"Taxes\" shall mean the aggregate amount of real estate taxes\nand any special or other assessments (exclusive of penalties and interest\nthereon) imposed upon the Real Property and real estate taxes or assessments\nimposed in connection with the receipt of income or rents from the Building to\nthe extent that same shall be in lieu of all or a portion of the aforesaid taxes\nor assessments, or additions or increases thereof (including, without\nlimitation, (i) assessments made upon or with respect to any \"air rights\", (ii)\nassessments made in connection with any business improvement district and (iii)\nany assessments levied after the date of this Lease for public benefits to the\nReal Property or the Building (excluding an amount equal to the assessments\npayable in whole or in part during or for the Base Tax Year (as defined in\nArticle 1 of this Lease)) which assessments, if payable in installments, shall\nbe deemed payable in the maximum number of permissible installments and there\nshall be included in real estate taxes for each Comparison Year in which such\ninstallments may be paid, the installments of such assessment so becoming\npayable during such Comparison Year (in the manner in which such taxes and\nassessments are imposed as of the date hereof); provided, that if because of any\nchange in the taxation of real estate, any other tax or assessment (including,\nwithout limitation, any occupancy, gross receipts, rental, income, franchise,\ntransit or other tax) is imposed upon Landlord or the owner of the Real Property\nor the Building, or the occupancy, rents or income therefrom, in substitution\nfor or in addition to, any of the foregoing Taxes, such other tax or assessment\nshall be deemed part of the Taxes. Notwithstanding the\n\n\n\n                                       23\n   29\n\nforegoing, Taxes shall not include any interest or penalties incurred by\nLandlord as a result of Landlord's late payment of such Taxes, except for\ninterest payable in connection with installment payments referenced above, taxes\nof Landlord's income or franchise taxes (except as provided above), estate or\ninheritance taxes, or transfer, gains, mortgage recording or similar taxes\nimposed on Landlord. With respect to any Comparison Year (hereinafter defined)\nall expenses, including reasonable attorneys' fees and disbursements, experts'\nand other witnesses' reasonable fees, incurred in contesting the validity or\namount of any Taxes or in obtaining a refund of Taxes shall be considered as\npart of the Taxes for such year.\n\n                (ii) \"Assessed Valuation\" shall mean the amount for which the\nReal Property is assessed pursuant to applicable provisions of the New York City\nCharter and of the Administrative Code of the City of New York for the purpose\nof imposition of Taxes.\n\n                (iii) \"Tax Year\" shall mean the period July 1 through June 30\n(or such other period as hereinafter may be duly adopted by the City of New York\nas its fiscal year for real estate tax purposes).\n\n                (iv) \"Base Taxes\" shall mean the Taxes payable for the Base Tax\nYear.\n\n                (v) \"Comparison Year\" shall mean (a) with respect to Taxes, any\nTax Year subsequent to the Base Tax Year and (b) with respect to Labor Rates\n(hereinafter defined) any calendar year subsequent to the Base Labor Year\n(hereinafter defined) for any part or all of which there is an increase in the\nRent pursuant to subsection B of this Article 28.\n\n                (vi) \"R.A.B.\" shall mean the Realty Advisory Board On Labor\nRelations, Incorporated, or its successor.\n\n                (vii) \"Local 32B-32J\" shall mean Local 32B-32J of the Building\nService Employees International Union, AFL-CIO, or its successor.\n\n                (viii) \"Class A Office Buildings\" shall mean office buildings in\nthe same class or category as the Building under any agreement between R.A.B.\nand Local 32B-32J, regardless of the designation given to such office buildings\nin any such agreement.\n\n                (ix) \"Labor Rates\" shall mean a sum equal to the regular hourly\nwage rate required to be paid to Others (hereinafter defined) employed in Class\nA Office Buildings pursuant to any agreement between R.A.B. and Local 32B-32J;\nprovided, however, that if, as of October 1st of any Comparison Year, any such\nagreement shall require Others in Class A Office Buildings to be regularly\nemployed on days or during hours when overtime or other premium pay rates are in\neffect pursuant to such agreement, then the term \"regular hourly wage rate\", as\nused in this subsection A(ix) shall mean the average hourly wage rate for the\nhours in a calendar week during which Others are required to be regularly\nemployed; and provided, further, that if no such agreement is in effect as of\nOctober 1st of any Comparison Year with respect to Others, then the term\n\"regular hourly wage rate\", as used in this subsection A(ix) shall mean the\nregular hourly wage rate actually paid to Others employed in the Building by\nLandlord or by an independent contractor engaged by Landlord; and provided,\nfurther, the term \"regular hourly wage rate\" in all events shall include the\nmonetary value or cost of all payments and benefits of any kind, both mandatory\nand optional (including, but not limited to, those payable directly to taxing\nauthorities or others on account of the employment) and all welfare and pension\nbenefits and payments of any kind paid or given pursuant to such agreement but\nshall specifically exclude any fringe employee benefits.\n\n                (x) \"Others\" shall mean that classification of employee engaged\nin the general maintenance and operation of Class A Office Buildings most nearly\ncomparable to the classification now applicable to \"others\" in the current\nagreement between R.A.B. and Local 32B-32J.\n\n                (xi) \"Base Labor Rates\" shall mean the Labor Rates in effect for\nthe Base Labor Year.\n\n                (xii) \"Landlord's Statement\" shall mean an instrument or\ninstruments containing a comparison of any increase or decrease in the Rent for\nthe preceding Comparison Year pursuant to the provisions of this Article 28.\n\n        B. Escalation . (i) If the Taxes payable for any Comparison Year (any\npart or all of which falls within the Term) shall represent an increase above\nthe Base Taxes, then the Rent for such Comparison Year and continuing thereafter\nuntil a new Landlord's Statement is rendered to Tenant, shall be increased by\nTenant's Proportionate Share of such increase. The Taxes shall be initially\ncomputed on the basis of the Assessed Valuation in effect at the time Landlord's\nStatement is rendered (as the Taxes may have been settled or finally adjudicated\nprior to such time) regardless of any then pending application, proceeding or\nappeal respecting the reduction of any such Assessed Valuation, but shall be\nsubject to subsequent adjustment as provided in subsection D(i)(a) of this\nArticle 28.\n\n\n\n\n                                       24\n   30\n\n                (ii) If the Labor Rates in effect for any Comparison Year (any\npart or all of which falls within the Term) shall be greater than the Base Labor\nRates, then the Rent for such Comparison Year, and continuing thereafter until a\nnew Landlord's Statement is rendered to Tenant, shall be increased by a sum\nequal to the Labor Rate Factor multiplied by the Labor Rate Multiple multiplied\nby the number of cents (inclusive of any fractions of a cent) of such increase.\n\n        C. Payment of Escalations. (i) At any time prior to, during or after any\nComparison Year Landlord shall render to Tenant, in accordance with the\nprovisions of Article 27 hereof, a Landlord's Statement or Statements showing\nseparately or together (a) a comparison of the Taxes payable for the Comparison\nYear with the Base Taxes, (b) a comparison of the Labor Rates for the Comparison\nYear with the Base Labor Rates, and (c) the amount of the increase in the Rent\nresulting from each of such comparisons. Landlord's failure to render a\nLandlord's Statement and\/or receive payments with respect thereto during or with\nrespect to any Comparison Year shall not prejudice Landlord's right to render a\nLandlord's Statement and\/or receive payments with respect thereto during or with\nrespect to any subsequent Comparison Year, and shall not eliminate or reduce\nTenant's obligation to pay increases in the Rent pursuant to this Article 28 for\nsuch Comparison Year. Landlord may also at any time and from time to time,\nfurnish to Tenant a revised Landlord's Statement or Statements showing\nseparately or together (a) a comparison of the Taxes payable for the Comparison\nYear with the Base Taxes and (b) a comparison of the Labor Rates for the\nComparison Year with the Base Labor Rates.\n\n                (i) Tenant's obligations with respect to increases in Labor\nRates shall be payable by Tenant on the first day of the month following the\nfurnishing to Tenant of a Landlord's Statement with respect to Labor Rates in an\namount equal to one-twelfth (1\/12th) of such increase in the Rent multiplied by\nthe number of months (and any fraction thereof) of the Term then elapsed since\nthe commencement of the Comparison Year for which the increase is applicable,\ntogether with a sum equal to one-twelfth (1\/12th) of such increase with respect\nto the month following the furnishing to Tenant of a Landlord's Statement; and\nthereafter, commencing with the next succeeding monthly installment of Rent and\ncontinuing monthly thereafter until rendition of the next succeeding Landlord's\nStatement, the monthly installments of Rent shall be increased by an amount\nequal to one-twelfth (1\/12th) of such increase. Any increase in the Rent shall\nbe collectible by Landlord in the same manner as Rent.\n\n                        (a) With respect to an increase in the Rent resulting\nfrom an increase in the Taxes for any Comparison Year above the Base Taxes,\nTenant shall pay to Landlord a sum equal to one-half (1\/2) of such increase on\nthe first day of June and a sum equal to one-half (1\/2) of such increase on the\nfirst day of December of each calendar year. If Landlord's Statement shall be\nfurnished to Tenant after the commencement of the Comparison Year to which it\nrelates, then (1) until Landlord's Statement is rendered for such Comparison\nYear, Tenant shall pay Tenant's Proportionate Share of Taxes for such Comparison\nYear in semi-annual installments, as described above, based upon the last prior\nLandlord's Statement rendered to Tenant with respect to Taxes, and (2) Tenant\nshall, within twenty (20) days after Landlord's Statement is furnished to\nTenant, pay to Landlord an amount equal to any underpayment of the installments\nof Taxes theretofore paid by Tenant for such Comparison Year and, in the event\nof an overpayment by Tenant, Landlord shall permit Tenant to credit against\nsubsequent payments under this subsection (C)(ii)(b) of this Article 28 the\namount of such overpayment. If during the Term of this Lease, Taxes are required\nto be paid (either to the appropriate taxing authorities or as tax escrow\npayments to a mortgagee or ground lessor) in full or in monthly, quarterly, or\nother installments, on any other date or dates than as presently required, then,\nat Landlord's option, Tenant's Proportionate Share with respect to Taxes shall\nbe correspondingly accelerated or revised so that Tenant's Proportionate Share\nis due at least thirty (30) days prior to the date payments are due to the\ntaxing authorities or the superior mortgagee or ground lessor, as the case may\nbe. The benefit of any discount for any early payment or prepayment of Taxes\nshall accrue solely to the benefit of Landlord, and such discount shall not be\nsubtracted from Tenant's Proportionate Share of such Taxes.\n\n                        (b) Following each Landlord's Statement, a\nreconciliation shall be made as follows: Tenant shall be debited with any\nincrease in the Rent shown on such Landlord's Statement and credited with the\naggregate, if any, paid by Tenant on account in accordance with the provisions\nof subsection C(ii)(a) or C(ii)(b) for the Comparison Year in question; Tenant\nshall pay any net debit balance to Landlord within fifteen (15) days next\nfollowing rendition by Landlord, in accordance with the provisions of Article 27\nhereof, of an invoice for such net debit balance; any net credit balance shall\nbe applied against the next accruing monthly installment of Rent.\n\n        D. Adjustments. (i) (a) In the event that, after a Landlord's Statement\nhas been sent to Tenant, an Assessed Valuation which had been utilized in\ncomputing the Taxes for a Comparison Year is reduced (as a result of settlement,\nfinal determination of legal proceedings or otherwise), and as a result thereof\na refund of Taxes is actually received by or on behalf of Landlord, then,\npromptly after receipt of such refund, Landlord shall send Tenant a statement\nadjusting the Taxes for such Comparison Year (taking into account the expenses\nmentioned in the last sentence of subsection A(i) of this Article 28) and\nsetting forth Tenant's Proportionate Share of such refund and Tenant shall be\nentitled to receive such Share by way of a credit against the Rent next becoming\ndue after the sending of such Statement; provided, however, that\n\n\n\n                                       25\n   31\n\nTenant's Share of such refund shall be limited to the amount, if any, which\nTenant had theretofore paid to Landlord as increased Rent for such Comparison\nYear on the basis of the Assessed Valuation before it had been reduced.\n\n                        (a) In the event that, after a Landlord's Statement has\nbeen sent to Tenant, the Assessed Valuation which had been utilized in computing\nthe Base Taxes is reduced (as a result of settlement, final determination of\nlegal proceedings or otherwise) then, and in such event: (1) the Base Taxes\nshall be retroactively adjusted to reflect such reduction, (2) the monthly\ninstallment of Rent shall be increased accordingly and (3) all retroactive\nadditional rent resulting from such retroactive adjustment shall be forthwith\npayable when billed by Landlord. Landlord promptly shall send to Tenant a\nstatement setting forth the basis for such retroactive adjustment and additional\nrent payments.\n\n                (ii) Any Landlord's Statement sent to Tenant shall be\nconclusively binding upon Tenant unless, within sixty (60) days after such\nstatement is sent, Tenant shall (a) pay to Landlord the amount set forth in such\nstatement, without prejudice to Tenant's right to dispute the same, and (b) send\na notice to Landlord objecting to such statement and specifying the particular\nrespects in which such statement is claimed to be incorrect and a specific\nrequest for back-up material reasonably sufficient to determine Landlord's\ncalculation as set forth in such statement (which request for back-up material\nshall not be made more than two (2) times per annum). The parties recognize the\nunavailability of Landlord's books and records because of the confidential\nnature thereof.\n\n                (iii) Anything in this Article 28 to the contrary\nnotwithstanding, under no circumstances shall the rent payable under this Lease\nbe less than the then annual base Rent set forth in Article 1 hereof.\n\n                (iv) The expiration or termination of this Lease during any\nComparison Year for any part or all of which there is an increase or decrease in\nthe Rent under this Article shall not affect the rights or obligations of the\nparties hereto respecting such increase or decrease and any Landlord's Statement\nrelating to such increase or decrease may, on a pro rata basis, be sent to\nTenant subsequent to, and all such rights and obligations shall survive, any\nsuch expiration or termination. Any payments due under such Landlord's Statement\nshall be payable within twenty (20) days after such statement is sent to Tenant.\n\n        E. Intentionally Deleted.\n\n29. SERVICES.\n\n        A. Elevator. Landlord shall provide passenger elevator facilities on\nbusiness days from 8:00 A.M. to 6:00 P.M. and shall have one passenger elevator\nin the bank of elevators servicing the Premises available at all other times.\nLandlord shall provide freight elevator services on an \"as available\" basis for\nincidental use by Tenant from 8:00 A.M. through 12:00 Noon and from 1:00 P.M.\nthrough 5:00 P.M. on business days only (\"Regular Freight Hours\"). Any extended\nuse may be arranged with Landlord's prior consent and Tenant shall pay as\nadditional rent all reasonable building standard charges therefor.\nNotwithstanding the foregoing, there shall be no charge to Tenant for the first\nseventy-five (75) hours of freight elevator use by Tenant which usage shall be\nin increments of no less than four (4) hours at any given time for hours not\ncontiguous to Regular Freight Hours. There shall be one (1) passenger elevator\navailable for Tenant's use twenty four (24) hours a day, seven (7) days a week.\n\n        B. Heating. Landlord shall furnish heat to the Premises when and as\nrequired by law, on business days from 8:00 A.M. to 6:00 P.M. The heating system\nserving the Premises is designed, subject to occurrences outside the reasonable\ncontrol of Landlord, to maintain an average temperature in the Premises between\nsixty-seven (67~F) and seventy-three (73~F) degrees. Landlord shall not be\nresponsible for the adequacy, design or capacity of the heating distribution\nsystem if the normal operation of the heat distribution system serving the\nBuilding shall fail to provide heat at reasonable temperatures or any reasonable\nvolumes or velocities in any parts of the Premises by reason of any\nrearrangement of partitioning or other Alterations made or performed by or on\nbehalf of Tenant or any person claiming through or under Tenant.\n\n        C. Cooling\/Package Unit Installed by Tenant. Landlord shall not be\nobligated to provide air-conditioning to the Premises. Tenant shall have the\nright to install an air-conditioning unit(s) in the Premises as part of Tenant's\nInitial Alteration subject to the provisions contained in Article 3 hereof.\nTenant agrees to maintain and repair any air-cooling unit located in the\nPremises at Tenant's sole cost and expense. Once installed, Tenant shall not\nalter, modify or replace such air-cooling unit, or any part thereof, without\nLandlord's consent, which shall not be unreasonably withheld. Landlord shall not\nbe responsible if the air-cooling unit shall fail to provide cooled air to the\nPremises. Tenant shall pay for the costs of electrical energy consumed by the\nair-cooling unit in accordance with the provisions of Section H of this Article\n29. Tenant shall pay to Landlord in connection with the air conditioning unit(s)\ninstalled as part of Tenant's Initial Alteration, as additional rent, on a\nmonthly basis, a sum equal to (i) Three Hundred Fifty and 00\/100 ($350.00)\nDollars per ton, per annum, of condenser water provided to the\n\n\n\n\n                                       26\n   32\n\nPremises, for the period commencing on January 1, 2000 and ending on December\n31, 2004, and (ii) Four Hundred and 00\/100 ($400.00) Dollars per ton, per annum,\nof condenser water provided to the Premises for the period commencing on January\n1, 2005 through and including the Expiration Date. The foregoing payments shall\nbe pro-rated on the basis of any partial lease year. Tenant may use the air\nconditioning unit(s) servicing the Premises twenty-four (24) hours per day in\naccordance with the provisions of this subsection C.\n\n        D. After Hours and Additional Services. The Rent does not include any\ncharge to Tenant for the furnishing of any additional passenger elevator\nfacilities, any freight elevator facilities (other than as contemplated in\nArticle 29 subsection A) or for the service of heat to the Premises during\nperiods other than the hours and days set forth in sections A and B of this\nArticle 29 for the furnishing and distributing of such facilities or services\n(referred to as \"Overtime Periods\"). Accordingly, if Landlord shall furnish any\n(i) passenger elevator facilities to Tenant during Overtime Periods or freight\nelevator facilities, except as provided in subsection A of this Article 29, or\n(ii) heat to the Premises during Overtime Periods, then Tenant shall pay\nLandlord additional rent for such facilities or services at the standard rates\nthen fixed by the Landlord for the Building or, if no such rates are then fixed,\nat reasonable rates. Neither the facilities nor the services referred to in this\nArticle 29D shall be furnished to Tenant or the Premises if Landlord has not\nreceived advance notice from Tenant specifying the particular facilities or\nservices requested by Tenant at least twenty-four (24) hours prior to the date\non which the facilities or services are to be furnished; or if Tenant is in\ndefault beyond any applicable notice and cure periods under or in breach of any\nof the terms, covenants or conditions of this Lease. All of the facilities and\nservices referred to in this Article 29D are conveniences and are not and shall\nnot be deemed to be appurtenances to the Premises, and the failure of Landlord\nto furnish any or all of such facilities or services shall not constitute or\ngive rise to any claim of an actual or constructive eviction, in whole or in\npart, or entitle Tenant to any abatement or diminution of Rent, or relieve\nTenant from any of its obligations under this Lease, or impose any liability\nupon Landlord or its agents by reason of inconvenience or annoyance to Tenant,\nor injury to or interruption of Tenant's business or otherwise. In the event\nTenant installs a supplemental air cooling system in the Premises, and if\ncondenser water for such system shall be supplied by Landlord, (x) Tenant shall\npay to Landlord, annually upon demand, a sum equal to 750 per ton of air\nconditioning capacity, adjusted annually, to compensate Landlord for the cost of\nsupplying condenser water for such supplemental system and (y) Tenant shall pay\nto Landlord upon demand, Tenant's share of the cost of maintaining, repairing\nand\/or replacing the cooling tower providing such supplemental condenser water,\nsuch share to be based upon Tenant's total demand of condenser water relative to\nthe total demand of all other tenants and occupants in the Building who are\nsimilarly supplied condenser water by Landlord. In addition, any such\nsupplemental air-cooling system shall be installed with balancing valves and\ncircuit setters manufactured by Bell &amp; Gossett for balancing by Landlord, at\nTenant's sole cost and expense, which cost shall be reasonable and customary.\n\n        E. Cleaning\/Provided by Landlord. Landlord, at Landlord's expense, shall\ncause the Premises to be kept clean in building standard manner, in accordance\nwith the cleaning specifications set forth on Exhibit 2, which may be modified\nfrom time to time. Tenant shall, however, have the option in its sole discretion\nto clean or independently contract for the cleaning of the Premises at Tenant's\nsole expense, with appropriate adjustment in the Rent, provided that such\ncleaning is done in a manner satisfactory to Landlord and no one other than\npersons approved by Landlord shall be permitted to enter the Premises or the\nBuilding for such purpose. Tenant shall pay to Landlord, as additional rent, the\ncost of removal of any of Tenant's refuse and rubbish from the Premises and the\nBuilding to the extent that the same exceeds the reasonable amount of refuse and\nrubbish usually attendant upon the use of such Premises as offices, which cost\nshall be payable within twenty (20) days of Landlord's bill therefor.\n\n        F. Sprinkler System. If there now is or shall be installed in the\nBuilding a \"sprinkler system\" located in the Premises and which also services\nany portion of the Premises, and such system or any of its appliances shall be\ndamaged or injured or not in proper working order by reason of any act or\nomission of Tenant, Tenant's agents, servants, employees, licensees or visitors,\nTenant shall forthwith restore the same to good working condition at its own\nexpense; and if the New York Board of Fire Underwriters or the New York Fire\nInsurance Rating Organization or any bureau, department or official of the state\nor city government, shall require or recommend that any changes, modifications,\nalterations or additional sprinkler heads or other equipment be made or supplied\nby reason of Tenant's business, or the location of the partitions, trade\nfixtures, or other contents of the Premises, Tenant shall, at Tenant's expense,\npromptly make and supply such changes, modifications, alterations, additional\nsprinkler heads or other equipment. Tenant agrees to use Landlord's fire alarm\nvendor for final termination.\n\n        G. Water. Landlord shall provide water for ordinary drinking, cleaning\nand lavatory purposes, but if Tenant requires, uses or consumes water for any\nother purposes or in usual quantities (of which fact Landlord shall be the sole\njudge), Landlord may install a water meter at Tenant's expense and thereby\nmeasure Tenant's water consumption for all purposes. In such event (i) Tenant\nshall keep said meter and installation equipment in good working order and\nrepair at Tenant's own cost and expense; (ii) Tenant agrees to pay for water\nconsumed, as shown on said meter five (5) days after bills are rendered as\nadditional rent; and (iii) Tenant covenants and agrees to pay the sewer rent,\ncharge or any other tax, rent,\n\n\n\n                                       27\n   33\n\nlevy or charge which now or hereafter is assessed, imposed or shall become a\nlien upon the Premises or the realty of which they are part pursuant to law,\norder or regulation made or issued in connection with any such metered use,\nconsumption, maintenance or supply of water, water system, or sewage or sewage\nconnection or system.\n\n        H. Electricity Service.\n\n        (i) Tenant's consumption of electrical energy in the Premises shall be\nmeasured by a submeter installed or to be installed in the Premises by Landlord.\nThe cost of electricity utilized by Tenant shall be paid for by Tenant to\nLandlord as additional rent and shall be calculated at the then applicable rate\nprescribed by the public utility company serving the Premises for submetered\nelectrical energy, plus (a) Landlord's charge for overhead and supervision in\nthe amount of eight percent (8%) of the total electric bill and (b) any taxes or\nother charges in connection therewith. If any tax shall be imposed upon\nLandlord's receipts from the sale or resale of electrical energy to Tenant, the\npro rata share applicable to the electrical energy service received by Tenant\nshall be passed on to, included in the bill of, and paid by Tenant if and to the\nextent permitted by law. Landlord shall bill Tenant, monthly, for the cost of\nits consumption of electricity in the Premises and Tenant shall pay the amount\nthereof at the time of payment of each installment of Rent.\n\n                (ii) Landlord has installed or caused to be installed in the\nPremises such electrical risers, feeders and wiring as are necessary to permit\nTenant to receive, and Landlord shall throughout the Term make available to\nTenant, a connected load of six (6) watts per rentable square foot in the\nPremises. If Tenant requires additional electrical energy for any reason\nwhatsoever, including without limitation, the use of additional business\nmachines, office equipment or other appliances in the Premises which utilize\nelectrical energy, Tenant shall request such additional electrical energy from\nLandlord in each instance and Landlord shall provide such additional electric\ncapacity (\"Additional Capacity\") to the Premises that Tenant requests, provided,\nhowever, in no event shall Landlord be required to provide more than a connected\nload of ten (10) watts per rentable square foot of electric capacity to the\nPremises. In the event Tenant desires Additional Capacity, (in excess of a\nconnected load of ten (10) watts per rentable square foot [\"Excess Capacity\"]),\nLandlord shall endeavor to provide to Tenant such Excess Capacity if the same is\navailable. Landlord shall provide Tenant with three (3) competitive bids for any\nwork to be performed in connection with providing such Additional Capacity or\nExcess Capacity, as the case may be, to the Premises. Tenant shall pay to\nLandlord, as additional rent, all costs associated with providing any Additional\nCapacity and\/or Excess Capacity to the Premises. If Landlord provides any\nAdditional Capacity or agrees to provide any Excess Capacity, any additional\nfeeders or risers which are required to supply Tenant's additional electrical\nrequirements, and all other equipment proper and necessary in connection with\nsuch feeders or risers, shall be installed by Landlord upon Tenant's request, at\nthe sole cost and expense of Tenant (including without limitation, in the case\nof any Additional Capacity, a connection fee in the amount of $5,000.00 per watt\nof such Additional Capacity, and in the case of any Excess Capacity, a\nconnection fee of Three Hundred Fifty and 00\/100 ($350.00) Dollars per kilovolt\nampere), provided that, in Landlord's reasonable judgment, such additional\nfeeders or risers are necessary and are permissible under applicable laws and\ninsurance regulations and the installation of such feeders or risers will not\ncause permanent damage or injury to the Building or the Premises or cause or\ncreate a dangerous or hazardous condition or entail excessive or unreasonable\nalterations or interfere with or disturb other tenants or occupants of the\nBuilding. Tenant covenants that at no time shall the use of electrical energy in\nthe Premises exceed the capacity of the existing feeders or wiring installations\nthen serving the Premises. Tenant shall not make or perform, or permit the\nmaking or performance of, any alterations to wiring installations or other\nelectrical facilities in or serving the Premises without the prior consent of\nLandlord in each instance and without paying Landlord's customary changes\ntherefor. Any such Alterations, additions or consent by Landlord shall be\nsubject to the provisions of this Lease including, but not limited to, the\nprovisions of Article 3 hereof.\n\n                (iii) Landlord reserves the right to discontinue furnishing\nelectricity to Tenant in the Premises on not less than sixty (60) days notice to\nTenant. If Landlord exercises such right to discontinue, or is compelled to\ndiscontinue furnishing electricity to Tenant, this Lease shall continue in full\nforce and effect and shall be unaffected thereby, except only that from and\nafter the effective date of such discontinuance, Landlord shall not be obligated\nto furnish electricity to Tenant. If Landlord so discontinues furnishing\nelectricity to Tenant, Tenant shall arrange to obtain electricity directly from\nthe public utility or other company servicing the Building. Such electricity may\nbe furnished to Tenant by means of the then existing electrical facilities\nserving the Premises to the extent that the same are available, suitable and\nsafe for such purposes. All meters and all additional panel boards, feeders,\nrisers, wiring and other conductors and equipment which may be required to\nobtain electricity, of substantially the same quantity, quality and character,\nshall be installed by Landlord at Tenant's sole cost and expense. Landlord shall\nnot voluntarily discontinue furnishing electricity to Tenant until Tenant is\nable to receive electricity directly from the public utility or other company\nservicing the Building.\n\n                (iv) Landlord shall not be liable to Tenant in any way for any\ninterruption, curtailment or failure or defect in the supply or character of\nelectricity furnished to the Premises by reason of any requirement, act or\nomission of Landlord or of any public utility or other company servicing the\nBuilding with electricity or for any other reason except Landlord's negligence\nor willful misconduct. If\n\n\n\n                                       28\n   34\neither the quantity or character of electrical services is changed by the public\nutility or other company supplying electrical service to the Building or is no\nlonger available or suitable for Tenant's requirements, no such change,\nunavailability or unsuitability shall constitute an actual or constructive\neviction, in whole or in part, or entitle Tenant to any abatement or diminution\nof rent, or relieve Tenant from any of its obligations under this Lease, or\nimpose any liability upon Landlord, or its agents, by reason of inconvenience or\nannoyance to Tenant, or injury to or interruption of Tenant's business, or\notherwise.\n\n\n               (iv) In the event that the submeter to be installed in the\nPremises in accordance with the provisions of subsection H(i) of this Article 29\nis not installed, activated and fully operational on or before the Commencement\nDate (and irrespective of whether or not Rent shall be payable for such period),\nTenant will pay, monthly, as additional rent, the Interim Electrical Charge on\nthe Commencement Date and on the first day of each calendar month thereafter\nuntil such time as the submeter is installed, activated and fully operational.\nIf the Commencement Date occurs on a date other than the first day of a calendar\nmonth, the Interim Electrical Charge for such month shall be an amount equal to\nsuch proportion of the Interim Electrical Charge as the number of days from and\nincluding the Commencement Date to the last day of the calendar month in which\nthe Commencement Date occurs bears to the total number of days in such calendar\nmonth. If the first day that the electrical submeter becomes activated and fully\noperational occurs on a date other than the first day of a calendar month, the\nTenant shall pay for such month an amount equal to such proportion of the\nInterim Electrical Charge as the number of days from the beginning of such\ncalendar month through and including the date that such electrical submeter\nbecomes operational bears to the total number of days in such calendar month\nplus the cost of electricity as determined by the submeter, for the remainder of\nsuch month.\n\n        I. Interruption of Services. Landlord reserves the right to stop service\nof the heating, the elevator, electrical, plumbing or other mechanical systems\nor facilities in the Building and cleaning services when necessary, by reason of\naccident or emergency, or for repairs, additions, alterations, replacements,\ndecorations or improvements in the judgment of Landlord desirable or necessary\nto be made, until said repairs, additions, alterations, replacements,\ndecorations or improvements shall have been completed. Landlord shall have no\nresponsibility or liability for interruption, curtailment or failure to supply\nheat, cooled or outside air, elevator, plumbing, electricity or cleaning when\nprevented by exercising its right to stop service or by strikes, labor troubles\nor accidents or by any cause whatsoever reasonably beyond Landlord's control, or\nby failure of independent contractors to perform or by laws, orders, rules or\nregulations of any federal, state, county or municipal authority (including,\nwithout limitation, regulations may require the removal of CFC's as well as the\nalteration or replacement of equipment utilizing CFC's), or failure of suitable\nfuel supply, or inability by exercise of reasonable diligence to obtain suitable\nfuel or by reason of governmental preemption in connection with a National\nEmergency or by reason of the conditions of supply and demand which have been or\nare affected by war or other emergency. The exercise of such right or such\nfailure by Landlord shall not constitute an actual or constructive eviction, in\nwhole or in part, or entitle Tenant to any compensation or to any abatement or\ndiminution of Rent, or relieve Tenant from any of its obligations under this\nLease, or impose any liability upon Landlord or its agents by reason of\ninconvenience or annoyance to Tenant, or injury to or interruption of Tenant's\nbusiness, or otherwise.\n\n        J. Life Safety Systems . Landlord shall, at Landlord's expense, provide\nand maintain in accordance with applicable laws, life safety service through the\nBuilding's Class E system to the points of connection to each floor of the\nPremises which shall provide such service to the Premises. Landlord shall\nprovide Tenant with sufficient capability to connect Tenant's strobes, speakers\nand other related life safety equipment to the Building's Class E system as\nrequired for Tenant to comply with such laws.\n\n        K. Conduit Riser. Tenant shall, as part of Tenant's Initial Alteration,\npropose a location to be mutually agreed upon by both Landlord and Tenant, which\nlocation shall be made available for the installation (at Tenant's sole cost and\nexpense) of two (2) three (3\") inch conduit risers (which risers Tenant shall\ninstall simultaneously) and Tenant shall have the right to install such risers\nsubject to Landlord's approval.\n\n30. PARTNERSHIP TENANT.\n\n        A. Partnership Tenants. If Tenant's interest in this Lease shall be\nassigned to a partnership (or to two (2) or more persons, individually and as\nco-partners of a partnership) pursuant to Article 12 (any such partnership and\nsuch persons are referred to in this Article 30 as a \"Partnership Tenant\"), the\nfollowing provisions of this Article 30 shall apply to such Partnership Tenant:\n(i) the liability of each of the parties comprising a Partnership Tenant shall\nbe joint and several, and (ii) each of the parties comprising a Partnership\nTenant hereby consents in advance to, and agrees to be bound by, any written\ninstrument which may hereafter be executed, changing, modifying or discharging\nthis Lease, in whole or in part, or surrendering all or any part of the Premises\nto Landlord, and by any notices, demands, requests or other communications which\nmay hereafter be given by a Partnership Tenant or by any of the parties\ncomprising a Partnership Tenant, and (iii) any bills, statements, notices,\ndemands, requests or other communications given or rendered to a Partnership\nTenant and to all such parties shall be binding upon a\n\n\n\n                                       29\n   35\n\n\nPartnership Tenant and all such parties, and (iv) if a Partnership Tenant shall\nadmit new partners, all of such new partners shall, by their admission to a\nPartnership Tenant, be deemed to have assumed performance of all of the terms,\ncovenants and conditions of this Lease on Tenant's part to be observed and\nperformed, and (v) a Partnership Tenant shall give prompt notice to Landlord of\nthe admission of any such new partners, and upon demand of Landlord, shall cause\neach such new partner to execute and deliver to Landlord an agreement in form\nsatisfactory to Landlord, wherein each such new partner shall assume performance\nof all the terms, covenants and conditions of this Lease on Tenant's part to be\nobserved and performed (but neither Landlord's failure to request any such\nagreement nor the failure of any such new partner to execute or deliver any such\nagreement to Landlord shall vitiate the provisions of subdivision (v) of\nsubsection A of this Article 30). Landlord hereby acknowledges that the\nco-occupancy of the Premises by Tenant and a related corporation shall not, in\nand of itself, create a partnership nor shall Tenant thereby be deemed a\nPartnership Tenant.\n\n        B. Limited Liability Entity. Notwithstanding anything to the contrary\ncontained herein, if Tenant is a limited or general partnership (or is comprised\nof two (2) or more persons, individually or as co-partners), the change or\nconversion of Tenant to (i) a limited liability company, (ii) a limited\nliability partnership, or (iii) any other entity which possesses the\ncharacteristics of limited liability (any such limited liability company,\nlimited liability partnership or entity is collectively referred to as a\n\"Limited Liability Successor Entity\"), shall be prohibited unless the prior\nwritten consent of Landlord is obtained, which consent may be withheld in\nLandlord's sole discretion. Notwithstanding the foregoing, Landlord agrees not\nto unreasonably withhold or delay such consent provided that:\n\n               (a) The Limited Liability Successor Entity succeeds to all or\nsubstantially all of Tenant's business and assets;\n\n               (b) The Limited Liability Successor Entity shall have a net\nworth, determined in accordance with generally accepted accounting principles,\nconsistently applied, of not less than the greater of the net worth of Tenant on\n(1) the date of execution of this Lease, or (2) the day immediately preceding\nthe proposed effective date of such conversion;\n\n               (c) Tenant is not in default of any of the terms, covenants or\nconditions of this Lease on the proposed effective date of such conversion;\n\n               (d) Tenant shall cause each partner of Tenant to execute and\ndeliver to Landlord an agreement, in form and substance satisfactory to\nLandlord, wherein each such partner agrees to remain personally liable for all\nof the terms, covenants and conditions of this Lease that are to be observed and\nperformed by the Limited Liability Successor Entity; and\n\n               (e) Tenant shall reimburse Landlord within ten (10) business days\nfollowing demand by Landlord for any and all reasonable costs and expenses that\nmay be incurred by Landlord in connection with said conversion of Tenant to a\nLimited Liability Successor Entity, including, without limitation, any\nattorney's fees and disbursements.\n\n31. VAULT SPACE. Any vaults, vault space or other space outside the boundaries\nof the Real Property, notwithstanding anything contained in this Lease or\nindicated on any sketch, blueprint or plan are not included in the Premises.\nLandlord makes no representation as to the location of the boundaries of the\nReal Property. All vaults and vault space and all other space outside the\nboundaries of the Real Property which Tenant may be permitted to use or occupy\nis to be used or occupied under a revocable license, and if any such license\nshall be revoked, or if the amount of such space shall be diminished or required\nby any Federal, State or Municipal authority or by any public utility company,\nsuch revocation, diminution or requisition shall not constitute an actual or\nconstructive eviction, in whole or in part, or entitle Tenant to any abatement\nor diminution of rent, or relieve Tenant from any of its obligations under this\nLease, or impose any liability upon Landlord. Any fee, tax or charge imposed by\nany governmental authority for any such vaults, vault space or other space\nactually used by Tenant shall be paid by Tenant.\n\n32. SECURITY DEPOSIT.\n\n        A. Tenant has deposited with Landlord upon the execution of this Lease\nthe Security Deposit (as defined in Article 1) as security for the faithful\nperformance and observance by Tenant of the terms, covenants and conditions of\nthis Lease on Tenant's part to be observed and performed. In the event of any\ndefault beyond notice and any cure by Tenant in the observance or performance of\nany of the terms, covenants or conditions of this Lease on the part of Tenant to\nbe observed or performed including, but not limited to, any default in the\npayment when due of any monthly installment of the Rent or increase in the Rent\nor of any additional rent or other charges due and payable under this Lease.\nLandlord may use or apply all or any part of the Security Deposit for the\npayment to Landlord for Tenant's account of any sum or sums due under this\nLease, without thereby waiving any other rights or remedies of Landlord with\nrespect to such default. Tenant agrees to replenish all or any part of the\nSecurity Deposit so used or applied during the Term. After (i) the Expiration\nDate or any other date upon which the Term shall expire\n\n\n\n                                       30\n   36\nand come to an end, and (ii) the full observance and performance by Tenant of\nall the terms, covenants and conditions of this Lease on Tenant's part to be\nobserved and performed. Landlord shall return to Tenant the balance of the\nSecurity Deposit then held or retained by Landlord. Landlord agrees that, unless\nprohibited by law or by the general policies of lending institutions in New York\nCity, Landlord shall deposit the Security Deposit in an interest-bearing savings\naccount with a bank selected by Landlord, in which event all interest accruing\nthereon shall be added to and become part of the Security Deposit and shall be\nretained by Landlord under the same conditions as the sum originally deposited.\nTenant agrees that Tenant shall not assign or encumber any part of the Security\nDeposit, and no assignment or encumbrance by Tenant of all or any part of the\nSecurity Deposit shall be binding upon Landlord, whether made prior to, during,\nor after the Term. Landlord shall not be required to exhaust its remedies\nagainst Tenant or against the Security Deposit before having recourse to any\nother form of security held by Landlord and recourse by Landlord to any form of\nsecurity shall not affect any remedies of Landlord which are provided in this\nLease or which are available to Landlord in law or equity. In the event of any\nsale, assignment or transfer by Landlord named herein (or by any subsequent\nlandlord) of its interest in the Building as owner or lessee, Landlord (or such\nsubsequent landlord) shall have the right to assign or transfer the Security\nDeposit to its grantee, assignee or transferee and, in the event of such\nassignment or transfer, Landlord named herein (or such subsequent landlord)\nshall have no liability to Tenant for the return of the Security Deposit and\nTenant shall look solely to the grantee, assignee or transferee for such return.\nA lease of the entire Building shall be deemed a transfer within the meaning of\nthe foregoing sentence.\n\n        B. In lieu of the cash security (the \"Cash Security\") described in\nsubparagraph A above, Tenant may deposit with Landlord, at the time of the\nexecution and delivery of this Lease, an unconditional, irrevocable letter of\ncredit, in the form annexed hereto as Exhibit 3, issued by Citibank, N.A.\n(referred to as the \"Bank\"), in favor of Landlord, in the sum of One Million\nFour Hundred Nineteen Thousand Seven Hundred Eighty-Four and 00\/100\n($1,419,784.00) DOLLARS in funds available immediately or same day funds in the\nCity of New York, as security for the faithful observance and performance by\nTenant of the terms, covenants and conditions of this Lease on Tenant's part to\nbe observed and performed. Such letter of credit is for a term of not less than\none (1) year which term shall be automatically renewed for successive one (1)\nyear terms, unless the Bank gives not less than one hundred twenty (120) days\nprior written notice that it will not so renew the letter of credit for such\nsuccessive term and the last term of the letter of credit shall end not less\nthan six (6) months after the Expiration Date. If such letter of credit is not\nautomatically renewed as aforesaid, Tenant agrees to cause the Bank to renew\nsuch letter of credit, from time to time, during the Term, at least ninety (90)\ndays prior to the expiration of said letter of credit or any renewal or\nreplacement, upon the same terms and conditions. In the event of any transfer of\nsaid letter of credit pursuant to subsection A above and notice of such transfer\nto Tenant, Tenant within ten (10) days thereafter, shall cause a new letter of\ncredit to be issued by said Bank to the transferee upon the same terms and\nconditions in replacement of the letter of credit so transferred and Landlord\nagrees that simultaneously with the delivery of such new letter or credit, it\nwill return to said Bank the letter of credit being replaced. The letter of\ncredit deposited hereunder, and all renewals and replacements, are referred to,\ncollectively, as the \"Letter of Credit\". The Letter of Credit shall be held in\ntrust by Landlord for the purposes set forth in this Article and shall not be\ntransferred except for transfer (a) to an agent for collection, or (b) pursuant\nto subsection A above. In the event Tenant defaults beyond any applicable grace\nperiod hereunder in the performance of its obligations to issue a replacement\nLetter of Credit, or in the observance or performance of Tenant's agreement to\ncause the Bank to renew the Letter of Credit, Landlord, in addition to all\nrights and remedies which Landlord may have under this Lease or at law, shall\nhave the right to require the Bank to make payment to Landlord of the entire sum\nof One Million Four Hundred Nineteen Thousand Seven Hundred Eighty-Four and\n00\/100 ($1,419,784.00) DOLLARS or the undrawn portion thereof, as the case may\nbe, represented by the Letter of Credit which sum may be held by Landlord as\nCash Security in the same manner as if said sum had been deposited with Landlord\npursuant to the provisions of subsection A of this Article. If payment of the\nentire sum of One Million Four Hundred Nineteen Thousand Seven Hundred\nEighty-Four and 00\/100 ($1,419,784.00) Dollars or the undrawn portion thereof is\nmade to Landlord by reason of Tenant's failure to renew or replace the Letter of\nCredit in accordance with the foregoing provisions of this Article, Landlord\nshall have the right, at any time on behalf of Tenant, to replace said Cash\nSecurity with a new Letter of Credit issued by the Bank or any other bank\nselected by Landlord, in Landlord's sole discretion, and Tenant hereby\nirrevocably constitutes and appoints Landlord as Tenant's agent and\nattorney-in-fact to cause the Bank or any such other bank selected by Landlord\nto issue such a replacement Letter of Credit. The Letter of Credit provides for\npartial drawings. In the event Tenant defaults in the payment when due of an\ninstallment of Rent or in the payment when due of any additional rent or other\ncharges due and payable under this Lease and such default shall continue for a\nperiod of three (3) business days after notice by Landlord to Tenant of such\ndefault or if this Lease and the Term shall expire and come to an end as\nprovided in Article 17 or by or under any summary proceeding or any other action\nor proceeding, or if Landlord shall re-enter the Premises as provided in Article\n18, or by or under any summary proceeding or any other action or proceeding,\nthen Landlord, in addition to all rights and remedies which Landlord may have\nunder this Lease or at law, may from time to time, draw on the Letter of Credit\nin one or more drawings for the amount of any Rent or additional rent or other\ncharges then due and for any amount then due and payable to Landlord under this\nLease. In the event of a partial drawing, as provided in the immediately\npreceding\n\n\n\n                                       31\n   37\nsentence, Tenant shall, within five (5) business days after demand, cause the\nBank to issue an amendment to the Letter of Credit restoring the amount\navailable thereunder to One Million Four Hundred Nineteen Thousand Seven Hundred\nEight-Four and 00\/100 ($1,419,784.00) DOLLARS. Notwithstanding anything to the\ncontrary set forth in this Lease, including, but not limited to, the foregoing\nprovisions of this Article, in addition to all rights granted to Landlord\npursuant to the provisions of the Lease, if this Lease and the Term shall expire\nand come to an end as provided in Article 17, or by or under any summary\nproceeding, or any other action or proceeding, or if Landlord shall re-enter the\nPremises as provided in Article 18, or by or under any summary proceeding or any\nother action or proceeding, Landlord, in addition to all rights and remedies\nwhich Landlord may have under this Lease or at law, shall have the right to\nrequire the Bank to make payment to Landlord of the entire sum of One Million\nFour Hundred Nineteen Thousand Seven Hundred Eighty-Four and 00\/100\n($1,419,784.00) Dollars or the undrawn portion thereof, as the case may be,\nrepresented by the Letter of Credit, which sum shall be held by Landlord as cash\nsecurity in the same manner as if said sum had been deposited with Landlord\npursuant to the provisions of subsection A of this Section.\n\n        C. Any sum held by Landlord as Cash Security shall be held subject to\nthe provisions of Section 7-103 of the General Obligations Law or any similar\nstatute successor thereto.\n\n        D. In the event Tenant defaults beyond notice and cure period in the\nobservance or performance of any term, covenant or conditions of this Lease on\nTenant's part to be observed or performed including, but not limited to, the\ncovenant for the payment of Rent and additional rent, Landlord may use, apply or\nretain the whole or any part of any Cash Security held by Landlord under any of\nthe provisions of this Article 32, to the extent required for the payment of any\nRent, additional rent or any other sum with respect to which Tenant is in\ndefault, or for the payment of any sum which Landlord may expend or incur\nbecause of Tenant's default in the observance or performance of any such term,\ncovenant or condition, including, but not limited to, the payment of any damages\nor deficiency in the reletting of the Premises, whether such damage or\ndeficiency accrued before or after summary proceedings or other re-entry by\nLandlord, without thereby waiving any other rights or remedies of Landlord with\nrespect to such default, and Landlord shall hold the remainder of such Cash\nSecurity as security for the faithful performance and observance by Tenant of\nthe terms, covenants and conditions of this Lease on Tenant's part to be\nobserved and performed with the same rights as hereinabove set forth to use,\napply or retain all or any part of such remainder in the event of any further\ndefault by Tenant under this Lease.\n\n        E. If Landlord uses, applies or retains the whole or any part of the\nCash Security held by Landlord under any of the provisions of subsection B,\nTenant, promptly after notice thereof, shall deliver to Landlord, in cash or by\ncashier's check, or Tenant's certified check, in either case drawn by or on a\nbank which is a member of the New York Clearing House Association and payable to\nthe order of Landlord, the sum necessary to restore the Cash Security to the sum\nor One Million Four Hundred Nineteen Thousand Seven Hundred Eighty-Four and\n00\/100 ($1,419,784.00) DOLLARS.\n\n        F. The Letter of Credit and\/or any remaining portion of any Cash\nSecurity then held by Landlord for the performance of Tenant's obligations under\nthis Lease as security shall be returned to Tenant six (6) months after the\nExpiration Date.\n\n        G. In the event of a sale or other transfer of the Building and\/or the\nland (the \"Land\") upon which the Building is situated, or Landlord's interest in\nthis Lease, Landlord shall transfer the Letter of Credit and\/or any remaining\nportion of any Cash Security then held by Landlord as security for performance\nof Tenant's obligations under this Lease to the transferee, and Landlord shall\nthereupon be released from all liability for the return of such security; Tenant\nagrees to look solely to the transferee for the return of any such security and\nit is agreed that the provisions of this sentence shall apply to every sale or\ntransfer of the Land and\/or Building or Landlord's interest in this Lease by\nLandlord named herein or its successors, and to every transfer or assignment\nmade of any such security. Any transferee shall be deemed to have agreed that\nany Letter of Credit or Cash Security transferred to such transferee pursuant to\nthis Article shall be held in trust for the purposes of set forth herein. A\nlease of the entire Building pursuant to which the lessee shall be entitled to\ncollect the rents hereunder shall be deemed a transfer within the meaning of\nthis subsection G.\n\n        H. Owner agrees that, if not prohibited by law or the general policies\nof lending institutions in New York City, Landlord shall deposit any Cash\nSecurity held by Landlord in an interest-bearing savings account at a bank or\nbanks selected by Landlord, and all interest accruing thereon shall be added to\nand become part of such Cash Security and shall be retained by Landlord under\nthe same conditions as the principal sum held as Cash Security. Notwithstanding\nanything to the contrary set forth in this Article with respect to any Cash\nSecurity, Landlord shall be entitled to retain the one (1%) percent\nadministrative fee permitted by law to be retained by landlords with respect to\ncash security deposits.\n\n        I. Tenant agrees that it will not assign, mortgage or encumber, or\nattempt to assign, mortgage or encumber, the Letter of Credit or any Cash\nSecurity held by Landlord under this Lease, and that neither Landlord nor its\nsuccessors or assigns shall be bound by any such assignment, mortgage,\nencumbrance,\n\n\n\n                                       32\n   38\nattempted assignment, attempted mortgage or attempted encumbrance. Landlord\nshall not be required to exhaust its remedies against Tenant before having\nrecourse to the Letter of Credit, the Cash Security or any other security held\nby Landlord. Recourse by Landlord to the Letter of Credit, the Cash Security or\nany other security held by Landlord shall not affect any remedies of Landlord\nwhich are provided in this Lease or which are available in law or equity.\n\n        J. Landlord has agreed that Landlord shall return to Tenant the sum of\nTwo Hundred Thirty-Six Thousand Six Hundred Thirty and 66\/100 ($236,630.66)\nDollars of such security on each of the following dates (each referred to as a\n\"Partial Return Date\") (i) January 1, 2003, (ii) January 1, 2004, and (iii)\nJanuary 1, 2005, provided Tenant is not then in default beyond notice and any\ncure period under any of the terms, covenants or conditions of this Lease on\nTenant's part to be observed and performed. Accordingly, if on any Partial\nReturn Date Tenant shall not so be in default, Tenant may replace the Letter of\nCredit with a letter of credit in a sum reduced by the amount of such partial\nreduction as set forth above, and the amounts referred to in the previous\nsubsections of this Article shall be deemed reduced as the provisions of this\nsubsection J shall operate to so reduce the Letter of Credit and\/or Cash\nSecurity, as the case may be.\n\n33. CAPTIONS. The captions are inserted only as a matter of convenience and for\nreference and in no way define, limit or describe the scope of this Lease nor\nthe intent of any provision thereof.\n\n34. ADDITIONAL DEFINITIONS.\n\n        A. The term \"office\" or \"offices\", wherever used in this Lease, shall\nnot be construed to mean premises used as a store or stores, for the sale or\ndisplay, at any time, of goods, wares or merchandise, of any kind, or as a\nrestaurant, shop, booth, bootblack or other stand, barber shop, or for other\nsimilar purposes or for manufacturing.\n\n        B. The words \"reenter\" and \"reentry\" as used in this Lease are not\nrestricted to their technical legal meaning.\n\n        C. The term \"rent\" as used in this Lease shall mean and be deemed to\ninclude Rent, any increases in Rent, all additional rent and any other sums\npayable hereunder.\n\n        D. The term \"business days\" as used in this Lease shall exclude\nSaturdays, Sundays and all days observed by the State or Federal Government as\nlegal holidays and union holidays for those unions that materially affect the\ndelivery of services in the Building.\n\n35. PARTIES BOUND. The covenants, conditions and agreements contained in this\nLease shall bind and inure to the benefit of Landlord and Tenant and their\nrespective heirs, distributees, executors, administrators, successors, and,\nexcept as otherwise provided in this Lease, their assigns.\n\n36. BROKER. Each of Landlord and Tenant represent and warrant to the other that\nit has dealt directly with (and only with), the Broker (as defined in Article 1\nherein) as broker in connection with this Lease, and that insofar as Tenant and\nLandlord know no other broker negotiated this Lease or is entitled to any\ncommission in connection therewith; and Tenant and Landlord covenant and agree\nto pay, hold harmless and indemnify the other from and against any and all cost,\nexpense (including reasonable attorney's fees) or liability for any\ncompensation, commissions or charges claimed by any broker or agent, other than\nthe Broker, with respect to this Lease or the negotiations thereof, arising from\nTenant's or Landlord's acts, conduct or conversations. The execution and\ndelivery of this Lease by Landlord and Tenant shall be conclusive evidence that\nLandlord and Tenant have relied upon the foregoing representation and warranty.\nAny commissions due to the Broker in connection with this Lease shall be paid by\nLandlord pursuant to a separate agreement.\n\n37. INDEMNITY. Tenant shall not do or permit any act or thing to be done upon\nthe Premises which may subject Landlord to any liability or responsibility for\ninjury, damages to persons or property or to any liability by reason of any\nviolation of law or of any legal requirement of public authority, but shall\nexercise such control over the Premises as to fully protect Landlord against any\nsuch liability. Tenant agrees to indemnify and save harmless Landlord from and\nagainst all liabilities, obligations, damages, penalties, claims, costs and\nexpenses, including reasonable attorney fees, incurred or arising from (i) any\nact, omission or negligence of Tenant, its contractors, licensees, agents,\nemployees, invitees or visitors; (ii) any accident, injury or damage whatsoever\ncaused to any person or to the property of any person and occurring during the\nTerm in or about the Premises, (iii) any accident, injury or damage to any\nperson, entity or property, occurring outside of the Premises but anywhere\nwithin or about the Real Property, where such accident, injury or damage results\nor is claimed to have resulted from an act or omission or negligence of Tenant\nor Tenant's contractors, licensees, agents, employees, invitees or visitors,\n(iv) any breach, violation or nonperformance of any covenant, condition or\nagreement in this Lease set forth and contained on the part of Tenant to be\nfulfilled, kept, observed and performed and (v) Tenant, or any of Tenant's\ncontractors, licensees, agents, employees, invitees or visitors causing or\npermitting any\n\n\n\n                                       33\n   39\nHazardous Substance (as hereinafter defined) to be brought upon, kept or used in\nor about the Premises or the Real Property or any seepage, escape or release of\nsuch Hazardous Substances. The term \"Hazardous Substances\" shall mean,\ncollectively, (a) asbestos and polychlorinated biphenyls and (b) hazardous or\ntoxic materials, wastes and substances which are defined, determined and\nidentified as such pursuant to any law. Tenant's liability under this Lease\nextends to the acts and omissions of any subtenant and any contractor, licensee,\nagent, employee, invitee or visitor of any subtenant. As used herein and in all\nother provisions in this Lease containing indemnities made for the benefit of\nLandlord, the term \"Landlord\" shall mean the Landlord herein named and its\nmanaging agent and their respective parent companies and\/or corporations, their\nrespective controlled, associated, affiliated and subsidiary companies and\/or\ncorporations and their respective members, officers, partners, agents,\nconsultants, servants, employees, successors and assigns. This indemnity and\nhold harmless agreement shall include indemnity from and against any and all\nliability, fines, suits, demands, costs and expenses of any kind or nature\nincurred in or in connection with any such claim or proceeding brought thereon,\nand the defense thereof.\n\n38. ADJACENT EXCAVATION SHORING. If an excavation shall be made upon land\nadjacent to the Premises, or shall be authorized to be made, Tenant shall afford\nto the person causing or authorized to cause such excavation, license to enter\nupon the Premises for the purpose of doing such work as said person shall deem\nreasonably necessary to preserve the wall or the Building from injury or damage\nand to support the same by proper foundations without any claim for damages or\nindemnity against Landlord, or diminution or abatement of Rent. Landlord shall\nendeavor to have such entry accomplished during reasonable hours in the presence\nof a representative of Tenant, who shall be designated by Tenant promptly upon\nLandlord's request.\n\n39. MISCELLANEOUS.\n\n        A. No Offer. This Lease is offered for signature by Tenant and it is\nunderstood that this Lease shall not be binding upon Landlord unless and until\nLandlord shall have executed and delivered a fully executed copy of this Lease\nto Tenant.\n\n        B. Certificates. From time to time, within ten (10) business days next\nfollowing request by Landlord or the mortgagee of a Mortgage, Tenant shall\ndeliver to Landlord or such mortgagee, as the case may be, a written statement\nexecuted and acknowledged by Tenant, in form satisfactory to Landlord or such\nmortgagee, (i) stating that this Lease is then in full force and effect and has\nnot been modified (or if modified, setting forth all modifications), (ii)\nsetting forth the date to which the Rent, additional rent and other charges\nhereunder have been paid, together with the amount of fixed base monthly Rent\nthen payable, (iii) stating whether or not, to the best knowledge of Tenant,\nLandlord is in default under this Lease, and, if Landlord is in default, setting\nforth the specific nature of all such defaults, (iv) stating the amount of the\nsecurity deposit under this Lease, (v) stating whether there are any subleases\naffecting the Premises, (vi) stating the address of Tenant to which all notices\nand communications under the Lease shall be sent, (vii) stating the Commencement\nDate and the Expiration Date, and (viii) as to any other matters requested by\nLandlord or such mortgagee. Tenant acknowledges that any statement delivered\npursuant to this subsection B may be relied upon by any purchaser or owner of\nthe Real Property or the Building, or Landlord's interest in the Real Property\nor the Building or any Superior Lease, or by any mortgagee of a Mortgage, or by\nany assignee of any mortgagee of a Mortgage, or by any lessor under any Superior\nLease.\n\n        C. Directory Listings. Landlord agrees to provide Tenant, at Landlord's\nsole cost and expense, with five (5) listings on the directory in the lobby of\nthe Building. Upon written request by Tenant, Landlord agrees to provide Tenant\nwith additional listings on such directory, at Tenant's sole cost and expense,\nprovided Tenant shall be limited to a number of listings determined by\nmultiplying Tenant's Proportionate Share by the total number of spaces for\nlistings on such directory.\n\n        D. Authority. The individuals executing this Lease on behalf of Landlord\nand Tenant hereby respectively represent and warrant that Landlord and Tenant\nare duly formed and validly existing entities qualified to do business in the\nState of New York and that Landlord and Tenant have full right and authority to\nexecute and deliver this Lease and that the persons signing on behalf of\nLandlord and Tenant are authorized to do so.\n\n        E. Signage. Tenant shall not exhibit, inscribe, paint or affix any sign,\nadvertisement, notice or other lettering on any portion of the Building or the\noutside of the Premises without the prior written consent of Landlord in each\ninstance, which consent shall not be unreasonably withheld or delayed, provided\nsuch signage is in conformity with Building standard signage and is installed in\naccordance with all applicable laws, rules and regulations having jurisdiction\nthereof. Landlord shall, at Tenant's sole cost and expense, cooperate with\nTenant in connection with Tenant's application for any necessary approval from\nany governmental or quasi-governmental agency having jurisdiction thereof with\nrespect to Tenant's proposed signage. A plan of all signage or other lettering\nproposed to be exhibited, inscribed, painted or affixed on the entry door(s) to\nthe Premises shall be prepared by Tenant in conformity with building standard\nsignage requirements (if any) and submitted to Landlord for Landlord's consent\nwhich consent\n\n\n\n                                       34\n   40\nshall not be unreasonably withheld. Upon the granting of Landlord's consent,\nTenant may install such signage at Tenant's sole cost and expense. Upon\ninstallation of any such signage or other lettering, such signage or lettering\nshall not be removed, changed or otherwise modified in any way without\nLandlord's prior written approval. Any signage, advertisement, notice or other\nlettering which shall be exhibited, inscribed, painted or affixed by or on\nbehalf of Tenant in violation of the provisions of this section may be removed\nby Landlord and the cost of any such removal shall be paid by Tenant as\nadditional rent. Tenant shall not exhibit, inscribe, paint or affix on any part\nof the Premises or the Building visible to the general public any signage or\nlettering including the words \"temporary\" or \"personnel\".\n\n        F. Consents and Approvals. All references in this Lease to the consent\nor approval of Landlord shall be deemed to mean the written consent of Landlord\nor the written approval of Landlord and no consent or approval of Landlord shall\nbe effective for any purpose unless such consent or approval is set forth in a\nwritten instrument executed by Landlord. Wherever in this Lease Landlord's\nconsent or approval is required, if Landlord shall delay or refuse such consent\nor approval, Tenant in no event shall be entitled to make, nor shall Tenant\nmake, any claim, and Tenant hereby waives any claim for money damages (nor shall\nTenant claim any money damages by way of set-off, counterclaim or defense) based\nupon any claim or assertion by Tenant that Landlord unreasonably withheld or\nunreasonably delayed its consent or approval. Any dispute as to whether Landlord\nwas reasonable with respect to giving its consent under Article 12 shall be\ndetermined by arbitration conducted in the City of New York, Borough of\nManhattan in accordance with the expedited rules of the American Arbitration\nAssociation (\"AAA\") for commercial arbitration (if such rules are then existing)\npursuant to a submission filed within ten (10) business days after written\nnotice of the election by one party to submit the dispute to arbitration has\nbeen delivered to the other party. If the AAA is not then in existence or does\nnot desire to act, then the submitting party may apply within said ten (10)\nbusiness day period to a judge of a court of competent jurisdiction in the City\nof New York, Borough of Manhattan, for the appointment of an arbitrator to hear\nthe parties and determine the matter. Provided the rules and regulations of the\nAAA, or the court, as the case may be, so permit, the AAA, or such court, shall\nselect a single arbitrator within two (2) business days after such submission or\napplication, the arbitration shall commence two (2) business days thereafter and\nthe arbitrator shall make a determination within three (3) business days after\nconclusion of the arbitration. All action necessary to implement the decision of\nthe AAA shall be undertaken as soon as possible, but in no event later than\nthree (3) business days after the rendering of such decision.\n\n        G. Governing Law. This Lease shall be deemed to have been made in New\nYork County, New York, and shall be construed in accordance with the laws of New\nYork. All actions or proceedings relating, directly or indirectly, to this Lease\nshall be litigated only in courts located within the County of New York.\nLandlord and Tenant, any guarantor of the performance of Tenant's obligations\nhereunder and their respective successors and assigns, hereby subject themselves\nto the jurisdiction of any state or federal court located with such county, and\nshall be subject to service provided that the terms, provisions and conditions\nof Article 27 are adhered to.\n\n        H. Financial Statements. Tenant shall, upon written request of Landlord,\nfurnish Landlord throughout the Term, within ninety (90) days following the end\nof Tenant's fiscal year (or within five [5] business days after Landlord's\nrequest therefor), an updated, current annual financial statement of Tenant,\nwhich statement shall be audited (if available).\n\n        I. Signatories. If more than one person executes this Lease as Tenant,\neach of them understands and hereby agrees that the obligations of each of them\nunder this Lease are and shall be joint and several, that the term \"Tenant\" as\nused in this Lease shall mean and include each of them jointly and severally and\nthat the act of or notice from, or notice or refund to, or the signature of, any\none or more of them, with respect to the tenancy and\/or this Lease, including,\nbut not limited to, any renewal, extension, expiration, termination or\nmodification of this Lease, shall be binding upon each and all of the persons\nexecuting this Lease as Tenant with the same force and effect as if each and all\nof them had so acted or so given or received such notice or refund or so signed.\n\n40. HAZARDOUS SUBSTANCES. Tenant shall not permit the presence, handling, use,\nstorage or transportation of Hazardous Substances in or about the Premises or\nthe Building and Tenant shall, at its sole cost and expense, perform any and all\nRemedial Work arising from, growing out of or related to any breach of the\nforegoing covenant by Tenant. The term \"Remedial Work\" shall mean all\ninvestigation, monitoring, restoration, abatement, detoxification, containment,\nhandling, treatment, removal, storage, decontamination, clean-up, transport,\ndisposal or other ameliorative work or response action undertaken in connection\nwith (a) any \"Environmental Laws\" (as hereinafter defined), (b) any order of any\ngovernmental authority having jurisdiction over the Premises and\/or the\nBuilding, or (c) any final judgment, consent decree, settlement or compromise\nwith respect to any \"Hazardous Substances Claims\" (as hereinafter defined). The\nterm \"Hazardous Substances Claims\" shall mean any and all enforcement, clean-up,\nremoval, remedial or other governmental or regulatory actions, agreements or\norders threatened in writing, instituted or completed pursuant to any\nEnvironmental Laws and any and all other actions, proceedings, claims, written\ndemands or causes of action, whether meritorious or not (including, without\nlimitation, third party claims for contribution, indemnity, personal injury or\nreal or personal property\n\n\n\n                                       35\n   41\ndamage), that, in each case, relate to, arise from or are based, in whole or in\npart, on the occurrence or alleged occurrence of any violation or alleged\nviolation of or responsibility under any applicable Environmental Law relating\nto the Premises and\/or the Building or to the ownership, use, occupation or\noperation thereof. The term \"Environmental Laws\" shall mean any and all present\nand future federal, state and local laws (whether under common law, statute,\nordinance, rule, regulation or otherwise), court or administrative orders or\ndecrees, requirements of permits issued with respect thereto, and other\nrequirements of governmental authorities having jurisdiction over the Premises\nand\/or the Building relating to protection of the environment, to public health\nand safety or any Hazardous Substances (including, without limitation, the\nComprehensive Environmental Response, Compensation, and Liability Act of 1980\n(\"CERCLA\"), 42 U.S.C. Sections 9601, et seq., as heretofore or hereafter amended\nfrom time to time). To Landlord's actual knowledge, on the Commencement Date,\nthe Premises shall not be in violation of Environmental Laws having jurisdiction\nthereof.\n\n41. INTENTIONALLY DELETED.\n\n42. INTENTIONALLY DELETED.\n\n43. RIGHT OF FIRST OFFER.\n\n        A. Provided this Lease (i) is in full force and effect and Tenant is not\nin default after notice and the expiration of the applicable grace period, if\nany, and (ii) Tenant is in occupancy of at least eighty (80%) percent of the\nsecond (2nd) floor portion of the Premises, Tenant shall have a right of first\noffer with respect to the first leasing of any space located on the third (3rd)\nfloor of the Building comprising at least five thousand (5,000) rentable square\nfeet which is contiguous to the Premises (\"First Offer Space\") which becomes\navailable for leasing during the Term upon the terms and conditions set forth in\nthis Article 43.\n\n        B. Landlord shall provide a notice to Tenant (\"Landlord's First Offer\nNotice\") that (i) such First Offer Space shall become available for leasing, and\n(ii) describing such First Offer Space and the material business terms which\nLandlord intends to market such space. Tenant shall have a right by notice\n(\"Tenant's First Offer Notice\") given to Landlord within five (5) business days\nafter Tenant's receipt of Landlord's First Offer Notice to lease such First\nOffer Space from Landlord upon the terms and conditions hereinafter set forth.\nIf Tenant delivers a Tenant's First Offer Notice, Landlord shall negotiate with\nTenant in good faith to enter into a lease or lease amendment for such First\nOffer Space.\n\n        C. TIME SHALL BE OF THE ESSENCE with respect to the giving of Tenant's\nFirst Offer Notice and Tenant's failure to deliver Tenant's First Offer Notice\nto Landlord within such five (5) business day period shall be deemed to\nconstitute a waiver by Tenant of its right to lease such First Offer Space.\nLandlord shall thereafter be free to lease such First Offer Space to any third\nparty and Tenant shall no longer have a right to lease such First Offer Space\nshould it subsequently become available for leasing throughout the Term in\naccordance with the provisions of this Article 43 (provided, however, if such\nFirst Offer Space is subsequently configured in a materially different manner\n(i.e., square footage) than in the manner initially offered to Tenant by\nLandlord and such reconfigured First Offer Space becomes available for leasing\nhereunder, then Tenant shall have an additional one (1) time right to lease such\nreconfigured First Offer Space in accordance with the terms and conditions of\nthis Article 43).\n\n        D. Any exercise by Tenant of its option to lease First Offer Space as\nabove provided shall be subject to the following additional limitations:\n\n               (i) The rights of existing tenants in the Building as of the date\nhereof to lease such First Offer Space;\n\n               (ii) Landlord's desire to extend the term of any tenant (or\nsubtenant) then occupying the First Offer Space;\n\n               (iii) The term for which the First Offer Space shall be leased\nshall be for the balance of the Term, as the same may be extended in accordance\nwith the provisions of this Lease;\n\n               (iv) The rent for the First Offer Space shall be equal to the\ngreater of (a) then-prevailing fair market rent for such space, and (b) the Rent\nand additional rent and other charges that Tenant is then paying for the\nPremises. Tenant's obligation to pay rent and additional rent and other charges\nwith respect to the First Offer Space shall commence on the date Landlord\ndelivers the First Offer Space to Tenant and thereafter the Premises shall be\ndeemed to include the First Offer Space and shall be increased by the number of\nsquare feet comprising the First Offer Space. Tenant's Proportionate Share and\nLabor Rate Factor shall each be recalculated to reflect that the First Offer\nspace has been incorporated into the Premises, and in the event that the First\nOffer Space is not then sub-metered, Tenant shall pay an interim electric charge\nin the amount of $3.00 per rentable square foot for such First Offer Space;\n\n\n\n                                       36\n   42\n               (v) The configuration of the First Offer Space shall be\nreasonably determined by Landlord; and\n\n               (vi) All of the other terms and conditions of this Lease shall\napply to the First Offer Space, provided, however, that Landlord shall have no\nobligation to perform Landlord's Pre-Commencement Core Work or Landlord's\nPost-Commencement Core Work or to provide Tenant with Landlord's Contribution\nwith respect to the First Offer Space, except as provided in Landlord's First\nOffer Notice.\n\n        E. Promptly after the exercise of the right to lease any First Offer\nSpace, Landlord and Tenant shall execute and deliver to each other an agreement\nsetting forth (1) a description of the First Offer Space, (2) the effective date\nof inclusion of such First Offer Space in the Premises, and (3) the increase in\nthe Rent and Tenant's Proportionate Share and Labor Rate Factor resulting from\nsuch inclusion.\n\n\n                [Remainder of this Page Intentionally left Blank]\n\n\n\n                                       37\n   43\n        IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this\nLease as of the day and year first above written.\n\nPOLESTAR FIFTH PROPERTY ASSOCIATES LLC, Landlord\n\nBy:     New Rock Realty Management LLC,\n        a New York limited liability company,\n        its authorized agent\n\n        By:    NR Realty LLC,\n\n               a New York limited liability company,\n               its sole member\n\n               By: \/s\/ NR Realty LLC\n                   -----------------------------------\n\n               Name:\n                     ---------------------------------\n               Title:\n                     ---------------------------------\n\nWOMEN.COM Networks, LLC, Tenant\n\nBy: \/s\/ Women.com Networks, LLC\n    ------------------------------\n    Name:\n         -------------------------\n        Title:\n              --------------------\n\n\n-----------------------------------\nTenant's Tax I.D.  Number\n\n\n\n                                       38\n   44\n                                    EXHIBIT 1\n\n                             Floor Plan of Premises\n\n                                [To Be Included]\n\n\n\n                                       39\n   45\n                                    EXHIBIT 2\n\n                      Cleaning Specifications for Premises\n\nGENERAL CLEANING\n\nNIGHTLY:\n\nGeneral Offices:\n\n1.      All hard-surfaced flooring to be swept using approved dust-down \n        preparation.\n2.      Carpet sweep all carpets, moving only light furniture (desks, file \n        cabinets,  etc., not to be moved).\n3.      Hand dust and wipe clean all furniture, fixtures and window sills.\n4.      Empty and clean all ash trays and screen all sand urns.\n5.      Empty and clean all waste disposal cans and baskets.\n6.      Dust interiors of all waste disposal cans and baskets.\n7.      Wash clean all water fountains and coolers.\n\n\nPublic Lavatories:\n\n1.      Sweep and wash all floors, using proper disinfectants.\n2.      Wash and polish all mirrors, shelves, bright work and enameled surfaces.\n3.      Wash and disinfect all basins, bowls and urinals.\n4.      Wash all toilet seats (both sides).\n5.      Hand dust and clean all partitions, tile walls, dispensers and \n        receptacles in lavatories and restrooms.\n\n6.      Empty paper receptacles and remove wastepaper.\n\n7.      Fill and clean all soap, towel and toilet tissue dispensers as needed. \n8.      Empty and clean all sanitary disposal receptacles.\n\nWEEKLY:\n\n1.      Vacuum clean all carpeting and rugs.\n2.      Dust all door louvers and other ventilating louvers within a person's \n        reach.\n3.      Wipe clean all brass and other bright work.\n\nQUARTERLY:\n\nHigh dust the Premises complete, including the following:\n\n1.      Dust all pictures, frames, charts, graphs and similar wall hangings not\n        reached in nightly cleaning.\n2.      Dust clean all vertical surfaces, such as walls, partitions, doors and \n        door bucks and other surfaces not reached in nightly cleaning.\n\n3.      Dust all pipes, ventilating and air-conditioning louvers, ducts, high\n        moldings and other high areas not reached in nightly cleaning.\n4.      Dust all Venetian blinds.\n\nWash exterior and interior of windows two (2) times per annum, subject to\nweather conditions and requirements of law.\n\n\n\n                                       40\n   46\n                                   SCHEDULE A\n\n                              RULES AND REGULATIONS\n\nI.      The rights of each tenant in the Building to the entrances, corridors\n        and elevators of the Building are limited to ingress to and egress from\n        such tenant's premises and no tenant shall use, or permit the use of the\n        entrances, corridors, or elevators for any other purpose. No tenant\n        shall invite to its premises, or permit the visit of persons in such\n        numbers or under such conditions as to interfere with the use and\n        enjoyment of any of the plazas, entrances, corridors, elevators and\n        other facilities of the Building by other tenants. No tenant shall\n        encumber or obstruct, or permit the encumbrances or obstruction of any\n        of the sidewalks, plazas, entrances, corridors, elevators, fire exits or\n        stairways of the Building. Landlord reserves the right to control and\n        operate the public portions of the Building, the public facilities, as\n        well as facilities furnished for the common use of the tenants, in such\n        manner as Landlord deems best for the benefit of the tenants generally.\n\n\nII.     Landlord may refuse admission to the Building outside of ordinary\n        business hours to any person not known to the watchman in charge or not\n        having a pass issued by Landlord or not properly identified, and may\n        require all persons admitted to or leaving the Building outside of\n        ordinary business hours to register. Tenants' employees, agents and\n        visitors shall be permitted to enter and leave the Building whenever\n        appropriate arrangements have been previously made between Landlord and\n        the tenant with respect thereto. Each tenant shall be responsible for\n        all persons for whom it requests such permission and shall be liable to\n        Landlord for all acts of such persons. Any person whose presence in the\n        Building at any time shall, in the judgment of Landlord, be prejudicial\n        to the safety, character, reputation or interests of the Building or its\n        tenants may be denied access to the Building or may be ejected\n        therefrom. In case of invasion, riot, public excitement or other\n        commotion Landlord may prevent all access to the Building during the\n        continuance of the same, by closing the doors or otherwise, for the\n        safety of the tenants and protection of property in the Building.\n        Landlord may require any person leaving the Building with any package or\n        other object to exhibit a pass from the tenant from whose premises the\n        package or object is being removed, but the establishment and\n        enforcement of such requirement shall not impose any responsibility on\n        Landlord for the protection of any tenant against the removal of\n        property from the premises of tenant. Landlord shall, in no way, be\n        liable to any tenant for damages or loss arising from the admission,\n        exclusion or ejection of any person to or from a tenant's premises or\n        the Building under the provisions of this rule.\n\n\nIII.    No tenant shall obtain or accept for use in its premises ice, drinking\n        water, towels, barbering, boot blacking, floor polishing, lighting\n        maintenance, cleaning or other similar services from any persons not\n        authorized by Landlord in writing to furnish such services. Such\n        services shall be furnished only at such hours, in such places within\n        the tenant's premises and under such regulation as may be fixed by\n        Landlord.\n\nIV.     No window or other air-conditioning units shall be installed by any\n        tenant, and only such window coverings as are supplied or permitted by\n        Landlord shall be used in a tenant's premises.\n\nV.      There shall not be used in any space, nor in the public halls of the\n        Building, either by any tenant, jobber or others in the delivery or\n        receipt of merchandise, any hand trucks, except those equipped with\n        rubber tires and side guards.\n\nVI.     All entrance doors in each tenant's premises shall be left locked when\n        the tenant's premises are not in use. Entrance doors shall not be left\n        open at any time. All windows in each tenant's premises shall be kept\n        closed at all times and all blinds therein above the ground floor shall\n        be lowered when and as reasonably required because of the position of\n        the sun, during the operation of the air-conditioning system to cool or\n        ventilate the tenant's premises.\n\nVII.    No noise, including the playing of any musical instruments, radio or\n        television, which, in the judgment of Landlord, might disturb other\n        tenants in the Building, shall be made or permitted by any tenant. No\n        dangerous, inflammable, combustible or explosive object, material or\n        fluid shall be brought into the Building by any tenant or with the\n        permission of any tenant.\n\nVIII.   Each tenant shall be required to use Landlord's designated locksmith and\n        may only install such locks and other security devices as Landlord\n        approves. Each tenant shall furnish Landlord with keys to its respective\n        premises so that Landlord may have access thereto for the purposes set\n        forth in the Lease. No additional locks or bolts of any kind shall be\n        placed upon any of the doors or windows in any tenant's premises and no\n        lock on any door therein\n\n\n\n                                      A-1\n   47\n        shall be changed or altered in any respect. Duplicate keys for a\n        tenant's premises and toilet rooms shall be procured only from Landlord,\n        which may make a reasonable charge therefore. Upon the termination of a\n        tenant's lease, all keys of the tenant's premises and toilet rooms shall\n        be delivered to Landlord.\n\nIX.     Each tenant, shall, at its expense, provide artificial light in the\n        premises for Landlord's agents, contractors and employees while\n        performing janitorial or other cleaning services and making repairs or\n        alterations in said premises.\n\nX.      No tenant shall install or permit to be installed any vending machines,\n        except for the use of Tenant's employees.\n\nXI.     No animals or birds may be brought into or kept in or about the\n        Building; Tenant acknowledges that any violation of this Rule and\n        Regulation will impair the first-class character and reputation of the\n        Building and shall be a material default under this Lease, in addition\n        no bicycles, mopeds or vehicles of any kind shall be brought into or\n        kept in or about the Building or permitted therein.\n\nXII.    No furniture, office equipment, packages or merchandise will be received\n        in the Building or carried up or down in the elevator, except between\n        such hours as shall be designated by Landlord. Landlord shall prescribe\n        the charge for freight elevator use and the method and manner in which\n        any merchandise, heavy furniture, equipment or safes shall be brought in\n        or taken out of the Building, and also the hours at which such moving\n        shall be done. No furniture, office equipment, merchandise, large\n        packages or parcels shall be moved or transported in the passenger\n        elevators at any time.\n\n\nXIII.   All electrical fixtures hung in offices or spaces along the perimeter of\n        any tenant's Premises must be fluorescent, of a quality, type, design\n        and bulb color reasonably approved by Landlord unless the prior consent\n        of Landlord has been obtained for other lamping, which consent shall not\n        be unreasonably withheld.\n\nXIV.    The exterior windows and doors that reflect or admit light and air into\n        any premises or the halls, passageways or other public places in the\n        Building, shall not be covered or obstructed by any tenant, nor shall\n        any articles be placed on the windowsills.\n\nXV.     Canvassing, soliciting and peddling in the Building is prohibited and\n        each tenant shall cooperate to prevent same.\n\nXVI.    No tenant shall do any cooking, conduct any restaurant, luncheonette or\n        cafeteria for the sale or service of food or beverages to its employees\n        or to others, except as expressly approved in writing by Landlord. In\n        addition, no tenant shall cause or permit any odors of cooking or other\n        processes or any unusual or objectionable odors to emanate from the\n        premises. The foregoing shall not preclude tenant from having food or\n        beverages delivered to the premises, provided that no cooking or food\n        preparation shall be carried out at the premises, except for reheating\n        of pre-cooked foods.\n\n\nXVII.   No tenant shall generate, store, handle, discharge or otherwise deal\n        with any Hazardous Substances on or about the Real Property.\n\n\n\n                                      A-2\n   48\n                                   SCHEDULE B\n\n        I.      Landlord agrees, at its sole cost and expense and without charge\n                to Tenant, to do the following work in the Premises all of which\n                shall be of design, capacity, finish and color of the Building\n                Standard adopted by Landlord for the Building hereinafter called\n                \"Building Standard.\"\n\n        II.     Landlord shall perform Landlord's Pre Commencement Core Work\n                prior to Tenant's Initial Alteration. Tenant shall coordinate\n                Tenant's Initial Alteration so that it does not interfere with\n                the performance of Landlord's Post-Commencement Core Work.\n\n                      LANDLORD'S PRE-COMMENCEMENT CORE WORK\n\n-   2nd floor premises shall be delivered demolished and in broom clean\n    condition.\n\n-   Mezzanine premises shall be delivered in \"as-is\" broom clean condition.\n\n-   All columns on the 2nd floor shall be boxed to 10 feet from the floor.\n\n-   Landlord to provide Tenant one (1) connection point for the 2nd floor, and\n    (1) additional connection point to the mezzanine, for Tenant's devices into\n    the Building's Class E System.\n\n-   Floor surfaces shall be delivered in \"as-is\" condition.\n\n-   Tenant shall use the existing sprinkler system which shall be delivered in\n    good working order.\n\n-   Ceiling and walls shall be delivered in \"as-is\" condition.\n\n-   Landlord shall install submeter(s) for entire 2nd floor and mezzanine.\n\n-   Premises shall be delivered free of leaks upon the date of delivery for\n    commencement of Tenant's construction.\n\n                     LANDLORD'S POST COMMENCEMENT CORE WORK\n\n-   All non-showroom picture windows (including lot line windows) shall be\n    replaced with double-glazed fully operable thermopane windows on both the\n    2nd floor and the mezzanine.\n\n-   Landlord to provide reasonable electric capacity to accommodate Tenant's\n    estimated ninety five (95) tons of HVAC cooling equipment.\n\n-   Landlord to provide Tenant one (1) connection point for the Second (2nd)\n    floor, and one (1) additional connection point to the mezzanine level, for\n    Tenant's devices into the Building's Class E System.\n\n-   Landlord shall provide valved outlet(s) for Tenant's HVAC unit.\n\n-   Landlord shall deliver the plumbing connection(s) that serve the Premises\n    properly routed to the Premises and in good working order.\n\n\n                                      B-1\n   49\n                                   SCHEDULE C\n\n                                REQUIREMENTS FOR\n\n                        \"CERTIFICATES OF FINAL APPROVAL\"\n\n1.      All required Building Department Forms must be properly filled out and\n        completed by the approved architect\/engineer of record or Building\n        Department expediter, as required.\n\n2.      All forms are to be submitted to Landlord for Landlord's review and\n        signature prior to submission of final plans and forms to the New York\n        City Building Department, as required.\n\n3.      All pertinent forms and filed plans are to be stamped and sealed by a\n        licensed architect and\/or professional engineer, as required. All\n        controlled inspections are to be performed by the architect\/engineer of\n        record unless approved otherwise by Landlord.\n\n4.      A copy of all approved forms, permits and approved Building Department\n        plans (stamped and signed by the New York City Building Department), are\n        to be submitted to the building office prior to start of work.\n\n5.      Copies of all completed inspection reports and NYC Building Department\n        sign-offs are to be submitted to the building office immediately\n        following completion of construction, as required.\n\n6.      All claims, violations or discrepancies with improperly filed plans,\n        applications, or improperly completed work shall become the sole\n        responsibility of the applicant to resolve, as required.\n\n7.      All changes to previously approved plans and applications must be filed\n        under an amended application, as required. Landlord reserves the right\n        to withhold approvals to proceed with changes until associated plans are\n        properly filed with the New York City Building Department, as required.\n\n8.      The architect\/engineer of record accepts full responsibility for any and\n        all discrepancies or violations which arise out of non-compliance with\n        all local laws and building codes having jurisdiction over the work.\n\n9.      Landlord reserves the right to reject any and all work requests and new\n        work applications that are not properly filed or accompanied by approved\n        plans and building permits.\n\n10.     All ACP's and asbestos inspections must be conducted by a licensed and\n        fully qualified asbestos inspection agency approved by Landlord.\n\n               These forms must be furnished by the Architect\/ Engineer of\nrecord or Building Department expediter (filing agency) and approved by the\nLandlord prior to submitting all plans and forms to the New York City Building\nDepartment for final approval.\n\n               These forms must be furnished in order for Tenant to receive \n\"Landlord's Contribution.\"\n\n\n<caption>\n         Form                 Description\n         ----                 -----------\n                        \n----     *PW-1                  Building  Notice Application (Plan work approval\n                                application)\n\n----     *PW-1B                 Plumbing\/Mechanical Equipment\n                                Application and Inspection Report\n\n----     *PW-1                  Statement Form B\n\n----     *TR-1                  Amendment Controlled Inspection\n                                Report\n\n----     PW-2                   Building Permit Form (All Disciplines)\n\n         B Form 708             Building Permit \"Card\"\n\n----     *TR-1                  Certification of Completed Inspection and\n                                Certified Completion Letter by\n                                Architect\/Engineer of record or Building\n                                Department expediter\n\n----     PW-3                   Cost Affidavit Form\n\n\n\n\n                                      C-1\n   50\n\n                        \n----     PW-4                   Equipment Use Application Form\n\n----     *PW-6                  Revised Certificate of Occupancy for change in\n                                use (if applicable)\n\n----     Form ACP7              New York City Department of\n             or                 Environmental Protection Asbestos\n         Form  ACP5             Inspection Report as  prepared by a licensed and\n                                approved asbestos inspection agency\n\n                                Building Department Equipment Use Permits for\n                                all new HVAC equipment installed under this\n                                application\n\n                                Revised Certificate of Occupancy for change in\n                                use (if applicable)\n\n\n*       These items must be perforated (with the date and New York City Building\n        Department Stamp) to signify New York City Building Department Approval.\n        All forms must bear proper approvals and sign-offs prior to\n        authorization given by Landlord to proceed with the work.\n\n\n\n                                      C-2\n   51\n                                   SCHEDULE D\n\n                           TENANT'S INITIAL ALTERATION\n\n        I. Tenant shall perform or cause the performance of Alterations in and\nto the Premises to prepare same for Tenant's initial occupancy thereof\n(\"Tenant's Initial Alteration\"). All Alterations to be performed by Tenant shall\nbe, at a minimum, of a quality and standard equivalent to the standards for\nconstruction set by Landlord, from time to time, for the Building, and shall be\nsubject to the prior approval of Landlord as set forth in Article 3 hereof.\nTenant shall submit to Landlord or, at Landlord's direction, Landlord's\nConsultant, complete and detailed architectural, mechanical and engineering\nplans and specifications prepared by an architect or engineer licensed in the\nState of New York and reasonably approved by Landlord, which plans and\nspecifications shall be stamped and certified by such architect or engineer,\nshowing Tenant's Initial Alteration, which plans and specifications shall be\nprepared by Tenant, at Tenant's own cost and expense. Tenant's plans and\nspecifications shall include all information necessary to reflect Tenant's\nrequirements for the design and installation of any air-cooling equipment,\nductwork, heating, electrical, plumbing and other mechanical systems and all\nwork necessary to connect any non-standard facilities to the Building's base\nmechanical, electrical and structural systems. Tenant's submission shall include\nnot less than three (3) sets of sepias and five (5) sets of black and white\nprints.\n\n        II. Tenant shall not perform work which would (a) require changes to\nstructural components of the Building or the exterior design of the Building,\n(b) require any material modification to the Building's mechanical installations\nor other Building installations outside the Premises, (c) not be in compliance\nwith all applicable laws, rules, regulations and requirements of any\ngovernmental department having jurisdiction over the Building and\/or the\nconstruction of the Premises, including but not limited to, the Americans with\nDisabilities Act of 1990, or (d) be incompatible with the Certificate of\nOccupancy for the Building. Any changes required by any governmental department\naffecting the construction of the Premises shall be performed at Tenant's sole\ncost.\n\n        III. At the time that Tenant submits its plans and specifications to\nLandlord for Landlord's approval, such plans and specifications must be\ntransmitted to Landlord with a cover letter specifically stating that \"the\nenclosed plans and specifications are being transmitted to Landlord for its\nreview and approval pursuant to the terms of the Lease.\" Landlord or Landlord's\nConsultant shall respond to Tenant's request for approval of any plans and\nspecifications described in Paragraph I above within ten (10) business days\nfollowing the submission of such plans and specifications prepared in accordance\nwith the terms hereof. In the event Landlord or Landlord's Consultant shall\ndisapprove of all or a portion of any of Tenant's plans and specifications, such\ndisapproval shall be set forth in writing and shall include the reasons therefor\nin reasonable detail, in which event Tenant shall revise such plans and\nspecifications and resubmit same to Landlord within five (5) business days\nthereafter, time being of the essence. If Landlord or Landlord's Consultant\napproves a portion of Tenant's plans and specifications, Tenant shall be\npermitted to commence work on such items of work depicted on the portion of the\nplans and specifications so partially approved, provided such work is not\nrelated (directly or indirectly) to any items of work which have not been\napproved by Landlord or Landlord's Consultant. Landlord or Landlord's Consultant\nshall respond to Tenant's request for consent of any such revised plans within\nfive (5) business days following resubmission. The approval of plans and\nspecifications by Landlord or Landlord's Consultant (hereinafter referred to as\nthe \"Final Plans\") together with Tenant's satisfactory compliance with the\nrequirements set forth in items (1) through (4) of Schedule E annexed to this\nLease, shall be deemed an authorization for Tenant to proceed with Tenant's\nInitial Alteration, which shall be performed in accordance with the provisions\nof Article 3 and Schedule D of this Lease. Tenant shall reimburse Landlord for\nany reasonable fees of Landlord's Consultant incurred in connection with\nTenant's Initial Alteration. Neither the recommendation or designation of an\narchitect or engineer nor the approval of the final plans and specifications by\nLandlord or Landlord's Consultant shall be deemed to create any liability on the\npart of Landlord with respect to the design or specifications set forth in the\nFinal Plans.\n\n        IV. Intentionally Deleted.\n\n        V. Landlord agrees to reimburse Tenant for the cost of Tenant's Initial\nAlteration, as approved by Landlord or Landlord's Consultant and made by Tenant\nwithin twelve ( 12 ) months of the Commencement Date, in an amount not to exceed\nLandlord's Contribution. Provided this Lease is in full force and effect and\nTenant is not in default hereunder, Landlord's Contribution shall be paid by\nprogress payments as follows: on or before the first (1st) day of each calendar\nmonth (but in no event more than four (4) times in the aggregate), Tenant may\nsubmit to each of Landlord and Landlord's Consultant an application and\ncertificate for payment (standard AIA Form G702) for that portion of Tenant's\nInitial Alteration previously completed, which application and certificate for\npayment must be accompanied by (a) all information and documents required\nthereunder and (b) a partial lien waiver executed by the general contractor (the\n\"General Contractor\") and its subcontractors employed in connection with\n\n\n\n                                      D-1\n   52\nTenant's Initial Alteration covering work previously paid for out of prior\nprogress payments. Provided Landlord's architect verifies in writing that the\nwork described in any such application and certificate for payment has been\ncompleted in accordance with the Final Plans, Landlord, on or about the\nthirtieth (30th) day of such calendar month shall remit to Tenant ninety percent\n(90%) of the amount so requisitioned by Tenant or such other amount as is\napproved by Landlord, based on the portion of Tenant's Initial Alteration which\nhas been completed, with ten (10%) percent to be retained until final payment of\nLandlord's Contribution is due pursuant to the terms of this Paragraph IV.\nProvided this Lease is in full force and effect and Tenant is not in default\nhereunder, Landlord shall pay the balance of Landlord's Contribution to Tenant\nwithin thirty (30) days of submission by Tenant of (1) paid receipts (or such\nother proof of payment as Landlord shall reasonably require) for work done in\nconnection with Tenant's Initial Alteration, (2) a written statement from\nTenant's architect or engineer that the work described on any such invoices has\nbeen completed in accordance with the Final Plans, (3) a lien waiver executed by\nthe General Contractor, (4) proof reasonably satisfactory to Landlord that\nTenant has complied with all of the conditions set forth in this Schedule C (as\napplicable), which shall include, without limitation, submission of all of the\nitems described on Schedule E annexed to this Lease and (5) two (2) complete\nsets of \"as-built\" plans.\n\n        VI. All plans and specifications for Initial Tenant Alteration shall be\nsubmitted by Tenant to Landlord on or before the Plan Submission Date.\n\n\n\n                                      D-2\n   53\n                                   SCHEDULE E\n\n                   TENANT ALTERATION WORK AND NEW CONSTRUCTION\n\n                           CONDITIONS AND REQUIREMENTS\n\n        1.     No Alterations are permitted to commence until original\n               Certificates of Insurance required from Tenant's general\n               contractor (the \"General Contractor\") and all subcontractors\n               complying with the attached requirements are on file with the\n               Building office.\n\n        2.     All New York City Building Department applications with assigned\n               BN# and permits must be on file with the Building office prior to\n               starting work. A copy of the building permit must also be posted\n               on the job site by the General Contractor. The General Contractor\n               shall make all arrangements with Landlord's expediter for final\n               inspections and sign-offs prior to substantial completion.\n\n        3.     The General Contractor shall comply with all Federal, State and\n               local laws, building codes, OSHA requirements, and all laws\n               having jurisdiction over the performance and handling of the\n               Alterations.\n\n        4.     The existing \"Class E\" fire alarm system (including all wiring\n               and controls), if any, must be maintained at all times. Any\n               additions or alterations to the existing system shall be\n               coordinated with the Building office as required. All final\n               tie-in work is to be performed by Landlord's fire alarm vendor\n               and coordinated by the General Contractor. All costs for the\n               tie-ins are reimbursable to Landlord by Tenant.\n\n        5.     All wood used, whether temporary or not, such as blocking, form\n               work, doors, frames, etc. shall be fire rated in accordance with\n               the New York City Building and Fire Code requirements governing\n               this work.\n\n        6.     Building standby personnel (i.e. Building operating engineer\n               and\/or elevator operator), required for all construction will be\n               at Landlord's discretion. Freight elevators used for overtime\n               deliveries must be scheduled in writing with Landlord at least 24\n               hours in advance, as required. All costs associated are\n               reimbursable to Landlord by Tenant.\n\n        7.     The General Contractor shall comply with the Rules and\n               Regulations of the Building elevators and the manner of handling\n               materials, equipment and debris to avoid conflict and\n               interference with Building operations. All bulk deliveries or\n               removals will be made prior to 8:00 a.m. and after 5:00 p.m.\n               or on weekends, as required.\n\n        8.     No exterior hoisting will be permitted. All products or materials\n               specified are to be assembled on-site, and delivered to the site\n               in such a manner so as to allow unobstructed passage through the\n               Building's freight elevator, lobbies, corridors, etc. The General\n               Contractor will be responsible for protection of all finished\n               spaces, as required.\n\n        9.     All construction personnel must use the freight elevator at all\n               times. Any and all tradesman found riding the passenger elevators\n               without prior approval from Landlord will be escorted out of the\n               Building and not be allowed re-entry without written approval\n               from the Building office.\n\n        10.    During the performance of Alterations, Tenant's construction\n               supervisor or job superintendent must be present on the job site\n               at all times.\n\n        11.    During the performance of Alterations, all demolition work shall\n               be performed after 6:00 p.m. during the week or on weekends. This\n               would include carting or rubbish removal as well as performing\n               any operations that would disturb other Building tenants or other\n               occupants (drilling, chopping, grinding, recircuiting, etc.).\n\n        12.    No conduits or cutouts are permitted to be installed in the floor\n               slab without prior written approval from Landlord. Landlord\n               reserves the right to restrict locations of such items to areas\n               that will not interfere with the Building's framing system or\n               components. No conduits or cutouts are permitted outside of\n               Tenant's Premises.\n\n        13.    Plumbing connections to Building supply, waste and vent lines are\n               to be performed after normal working hours, and coordinated with\n               the Building manager, and are to include the following minimum\n               requirements:\n\n\n\n                                      E-1\n   54\n               A.     Separate shutoff valves for all new hot and\/or cold water\n                      supply lines (including associated access doors).\n\n               B.     Patch and repair of existing construction on floor below,\n                      immediately following completion of plumbing work (to be\n                      performed after normal working hours, as required).\n\n        14.    The General Contractor must coordinate all work to occur in\n               public spaces, core areas and other tenant occupied spaces with\n               Landlord, and perform all such work after normal working hours\n               (to include associated patch and repair work). The General\n               Contractor shall provide all required protection of existing\n               finishes within the affected area(s).\n\n        15.    The General Contractor must perform all floor coring, drilling or\n               trenching after normal business hours, and obtain Landlord's\n               permission and approval of same prior to performing such work.\n\n        16.    Convector mounted outlets and associated conduits, wiring, boxes,\n               etc., shall be located and installed in areas where they will not\n               hinder the operation or maintenance of existing fan coil units or\n               prevent removal or replacement of access panels or removable\n               covers.\n\n        17.    The General Contractor shall be responsible for all final tests,\n               inspections and approvals associated with all modifications,\n               deletions or additions to Building Class \"E\" systems and\n               equipment.\n\n        18.    Recircuiting of existing power\/lighting panels and circuits\n               affecting Building and\/or tenant operations are to be performed\n               after normal business hours and coordinated with the Building\n               office in advance, as required.\n\n        19.    All burning and welding to be performed in occupied or finished\n               areas shall be performed after normal business hours and\n               coordinated with the Building office in advance, as required.\n               Proper ventilation of the work area will be required in order to\n               perform this work.\n\n        20.    The General Contractor shall provide Landlord's managing agent\n               and the Building office with all approved submittal and closeout\n               documents as well as all required final inspections and Building\n               Department sign-offs just prior to or immediately following\n               completion of construction.\n\n        21.    Any and all Alterations to the Building sprinkler system\n               (including draining of system) are to be performed after normal\n               business hours and coordinated with the Building office, as\n               required. All costs associated with the shut down, drain and\n               refill of the sprinkler system are reimbursable to Landlord.\n\n        22.    The General Contractor shall be responsible for any and all daily\n               cleanup required to keep the job site clean throughout the entire\n               course of the Alterations. No debris shall be allowed to\n               accumulate in any public spaces.\n\n        23.    The General Contractor shall be responsible for proper protection\n               of all existing finishes and construction for Alterations to be\n               performed in common Building areas. All Alterations to be\n               performed in occupied areas outside of the Premises shall be\n               performed after normal business hours and coordinated with the\n               Building office, as required.\n\n        24.    The General Contractor shall perform any and all hoisting\n               associated with the Alterations after normal business hours. The\n               General Contractor will obtain all required permits and insurance\n               to perform work of this nature. The General Contractor shall\n               specify hoisting methods and provide all required permits and\n               insurance to Landlord's managing agent and the Building office\n               prior to commencement of Alterations.\n\n        25.    Union labor shall be used by all contractors and subcontractors\n               performing any and all Alterations within the Building. All\n               contractors and subcontractors shall perform all work in a\n               professional manner, and shall work in close harmony with one\n               another as well as with the Building management and maintenance\n               personnel.\n\n        26.    The General Contractor shall forward complete copies of all\n               approved contractor submittal, and Building and Fire Department\n               sign-offs and Statement of Responsibility forms, to the Building\n               office immediately following completion of construction.\n\n\n\n                                      E-2\n   55\n                             INSURANCE REQUIREMENTS\n\nLIABILITY LIMITATIONS\n\n                A.      Comprehensive or Commercial General Liability Insurance\n                        written on an occurrence basis, to afford protection of\n                        $5,000,000 combined single limit for personal injury,\n                        bodily injury and\/or death and Broad Form property\n                        damage arising out of any one occurrence; and which\n                        insurance shall include coverage for premises-operations\n                        (including explosion, collapse and underground\n                        coverage), elevators, contractual liability, owner's and\n                        contractor's protective liability, and completed\n                        operations liability.\n\n\n                B.      Comprehensive Auto Liability Insurance covering the use\n                        of all owned, non-owned and hired vehicles providing\n                        bodily injury and property damage coverage, all on a per\n                        occurrence basis, at a combined single limit of\n                        $1,000,000.\n\n                C.      Worker's Compensation Insurance providing statutory\n                        benefits for contractor's employees and Employer's\n                        Liability Coverage in an amount not less than\n                        $100,000\/$500,000\/$100,000.\n\n                D.      Property coverage damage to or loss of use of\n                        contractor's equipment.\n\nCERTIFICATE HOLDER FOR 417 FIFTH AVENUE\n\nPolestar Fifth Property Associates LLC\nc\/o New Rock Realty Management LLC\n545 Fifth Avenue\nNew York, New York  10017\n\nADDITIONAL INSUREDS FOR 417 FIFTH AVENUE\n\n417 FS Realty LLC\nc\/o Prince Management Corp.\n498 Seventh Avenue\nNew York, New York  10036\n\nPolestar Fifth Property Associates LLC\nc\/o New Rock Realty Management LLC\n545 Fifth Avenue\nNew York, New York  10017\n\nPolestar Fifth Funding LLC\nc\/o NorthStar Capital Partners LLC\n527 Madison Avenue\nNew York, New York  10022\n\nPolestar Fifth Optionee LLC\nc\/o NorthStar Capital Partners LLC\n527 Madison Avenue\nNew York, New York  10022\n\nPolestar Fifth Holding LLC\nc\/o NorthStar Capital Partners LLC\n527 Madison Avenue\nNew York, New York  10022\n\nPW Real Estate Investments Inc.\nc\/o Paine Weber Real Estate Securities, Inc.\n1285 Sixth Avenue, 19th Floor\nNew York, New York  10019\n\n\n\n                                      E-3\n   56\nEmmes Asset Management Corp.\n420 Lexington Avenue, Suite 2702\nNew York, New York  10170\n\nNew Rock Realty Management LLC\n545 Fifth Avenue\nNew York, New York  10017\n\nIn addition to listing each of the Additional Insured parties, as noted above,\nthe Certificate of Insurance, general liability form, shall state that \"The\nGeneral Aggregate limit applies separately to each project.\"\n\nThe name and address of the Additional Insureds shall appear on the Certificate\nof Insurance. The insurance agent's address and telephone number is also\nrequired.\n\n\n\n                                      E-4\n   57\n                             INDEX OF DEFINED TERMS\n\n\n\n<caption>\nTERM                                                                                       PAGE\n----                                                                                       ----\n                                                                                        \nAdditional Capacity.........................................................................28\nAlterations..................................................................................3\nAssessed Valuation..........................................................................24\nBank........................................................................................31\nBase Labor Rates............................................................................24\nBase Labor Year..............................................................................1\nBase Tax Year................................................................................1\nBase Taxes..................................................................................24\nBroker.......................................................................................1\nBuilding.....................................................................................1\nbusiness days...............................................................................33\nCash Security...............................................................................31\nCERCLA......................................................................................36\nCFC's........................................................................................4\nClass A Office Buildings....................................................................24\nCommencement Date............................................................................1\nComparison Year.............................................................................24\nCourtyard Space.............................................................................17\nDecorative Changes...........................................................................3\nDeficiency..................................................................................19\nEnvironmental Laws..........................................................................35\nEvents of Default...........................................................................17\nExcess Capacity.............................................................................28\nExpiration Date..............................................................................1\nFinal Plans................................................................................D-1\nFirst Offer Space...........................................................................36\nFuture Non-Disturbance Agreement.............................................................7\nFuture Non-Disturbance Provisions............................................................7\nFuture Tenant Recognition Agreement..........................................................7\nFuture Tenant Recognition Provisions.........................................................7\nGeneral Contractor.........................................................................D-1\nGovernmental Entity.........................................................................14\nHazardous Substances........................................................................33\nHazardous Substances Claims.................................................................35\nLabor Rate Factor............................................................................1\nLabor Rate Multiple..........................................................................1\nLabor Rates.................................................................................24\nLand........................................................................................32\nLandlord.....................................................................................1\nLandlord's Consultant........................................................................4\nLandlord's Contribution......................................................................1\nLandlord's Core Work.........................................................................1\nLandlord's First Offer Notice...............................................................36\nLandlord's Post-Commencement Core Work.......................................................1\nLandlord's Pre-Commencement Core Work........................................................1\nLandlord's Statement........................................................................24\nLetter of Credit............................................................................31\nLimited Liability Successor Entity..........................................................30\nMaster Lease.................................................................................1\nMaster Lessor................................................................................7\nMaintenance Personnel.......................................................................17\nMortgage\/Mortgages...........................................................................6\nNon-Disturbance Agreement....................................................................6\nNon-Disturbance Provision....................................................................7\noffice(s)...................................................................................33\nOthers......................................................................................24\nOvertime Periods............................................................................27\nPartial Return Date.........................................................................33\nParties.....................................................................................17\nPartnership Tenant..........................................................................29\nPermitted Uses...............................................................................1\nPlans Submission Date........................................................................1\nPremises.....................................................................................1\n\n\n\n\n                                      -iv-\n   58\n\n                                                                                         \nR.A.B.......................................................................................24\nReal Property................................................................................1\nRegular Freight Hours.......................................................................26\nreenter\/reentry.............................................................................33\nrelated corporation.........................................................................14\nRemedial Work...............................................................................35\nRent.........................................................................................1\nRent Commencement Date.......................................................................2\nRules and Regulations........................................................................7\nSecurity Deposit.............................................................................2\nSublet Space................................................................................13\nSuperior Leases..............................................................................6\nTax Year....................................................................................24\nTaxes.......................................................................................23\nTenant.......................................................................................1\nTenant's Termination Notice..................................................................9\nTenant's Initial Alteration..................................................................2\nTenant's Proportionate Share.................................................................2\nTerm.........................................................................................2\nWindow Work.................................................................................15\n\n\n\n\n                                       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