{"id":41734,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/450-west-33rd-street-new-york-ny-agreement-of-lease-john.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"450-west-33rd-street-new-york-ny-agreement-of-lease-john","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/450-west-33rd-street-new-york-ny-agreement-of-lease-john.html","title":{"rendered":"450 West 33rd Street (New York, NY) Agreement of Lease – John Hancock Mutual Life Insurance Company and DoubleClick Inc."},"content":{"rendered":"\n AGREEMENT OF LEASE\n\n DATED AS OF JANUARY 26, 1999\n\n BETWEEN\n\n JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,\n AS OWNER OR LANDLORD\n\n AND\n\n DOUBLECLICK INC.\n AS TENANT\n\n\n\n\n\n\n TABLE OF CONTENTS\n\nPage\nPreamble A\nArticle 1 - Rent A\nArticle 2 - Occupancy A\nArticle 3 - Tenant Alterations A \nArticle 4 - Maintenance and Repairs A \nArticle 5 - Window Cleaning A\nArticle 6 - Requirements of Law, Fire Insurance, Floor Loads A \nArticle 7 - Subordination B \nArticle 8 - Property Loss, Damage Reimbursement Indemnity B\nArticle 9 - Destruction, Fire and Other Casualty B \nArticle 10 - Eminent Domain B\nArticle 11 - Assignment, Mortgage, Etc. B \nArticle 12 - Electric Current B\nArticle 13 - Access to Premises B \nArticle 14 - Vault, Vault Space, Area C\nArticle 15 - Occupancy C \nArticle 16 - Bankruptcy C \nArticle 17 - Default C\nArticle 18 - Remedies of Owner and Waiver of Redemption C \nArticle 19 - Fees and Expenses C \nArticle 20 - Building Alterations and Management C \nArticle 21 - No Representations by Owner C \nArticle 22 - End of Term D \nArticle 23 - Quiet Enjoyment D \nArticle 24 - Failure to Give Possession D \nArticle 25 - No Waiver D \nArticle 26 - Waiver of Trial by Jury D \nArticle 27 - Inability to Perform D \nArticle 28 - Bills and Notices D \nArticle 29 - Services Provided by Owners D\nArticle 30 - Captions D \nArticle 31 - Definitions D \nArticle 32 - Adjacent Excavation-Shoring D \nArticle 33 - Rules and Regulations D \nArticle 34 - Security E \nArticle 35 - Estoppel Certificate E \nArticle 36 - Successors and Assigns E Rules and Regulations F Text to Numbered\n Insertions T-1 \nArticle 37 - Provisions of Rider R-1 \nArticle 38 - Rental R-1 \nArticle 39 - Electricity and Steam R-2\nArticle 40 - [Intentionally Omitted]R-6 \nArticle 41 - Condition Of Premises R-6\nArticle 42 - Adjustment Of Rents for Changes In Real Estate Taxes R-7 \nArticle 43 - Additional Rental For Operating Expenses R-9 \nArticle 44 - Tenant's Initial Work And Landlord's Work Contribution R-13 \nArticle 45 - Tenant's Changes R-17\nArticle 46 - Broker R-20 \nArticle 47 - Exculpatory Clause R-21 \nArticle 48 - Indemnity - Liability Insurance R-21 \nArticle 49 - Certificates R-23 \nArticle 50 - Holding Over By Tenant R-23 \nArticle 51 - Lease Not Binding Unless Executed And Delivered R-23 \nArticle 52 - Assignment and Subletting R-23 \nArticle 53 - Tenant's Option To Renew R-31 \nArticle 54 - Tenant's Additional Covenants R-33 \nArticle 55 - Special Restrictions R-36 \n\n\n\nArticle 56 - Miscellaneous R-37 \nArticle 57 - Subordination R-40 \nArticle 58 - Security R-41 \nArticle 59 - The Roof\/Set-Back Area R-43 \nExhibit A-1 - Diagram of Sixteenth Floor \nExhibit A-2 - Diagram of Loading Bay #21 and Freight Elevator #F-8 \nExhibit A-3 - Diagram of Roof\/Set-Back Area \nExhibit A-4 - Diagram of Second Roof\/Set-Back Area \nExhibit B - Description of Land \nExhibit C - Copy of Certificate of Occupancy \nExhibit D - Table of Rental Terms (Referenced in Article 52) \nExhibit E - Business Incentive Rate Application (Riders F & J) \nExhibit F - Form of Subordination, Non-Disturbance And Attornment Agreement \nExhibit G - Tenant's Rendering of Roof\/Set-Back Area\n\n\n\n\n\n\n ---------------------------------------------------------\n ---------------------------------------------------------\n STANDARD FORM OF OFFICE LEASE \n The Real Estate Board of New York, Inc.\n ---------------------------------------------------------\n ---------------------------------------------------------\n\n\nAGREEMENT OF LEASE, made as of this 26th day of January, 1999, between JOHN\nHANCOCK MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation, having an\noffice at John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117, party\nof the first part, hereinafter referred to as OWNER or LANDLORD, and DOUBLECLICK\nINC., a Delaware corporation having its place of business at 41 Madison Avenue,\nNew York, New York 10010, party of the second part, hereinafter referred to as\nTENANT.\n\nWitnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner (i)\nthe space on the sixteenth (16th) floor, as cross-hatched on the diagram annexed\nhereto as Exhibit A-1 (\"Interior Demised Area\"), (ii) loading bay # 21 and\nfreight elevator #F-8, as cross-hatched on the diagram annexed hereto as Exhibit\nA-2 and (iii) the area on the east and west sides of the rooftop\/setback outside\nthe windowed portions of the area described in \"(i)\" above, as cross-hatched on\nthe diagram annexed hereto as Exhibit A-3 (the \"Roof\/Set-Back Area\")\n(collectively, the \"demised premises\"), in the building known as 450 West 33rd\nStreet (the \"building\") and situate on the land described on Exhibit B annexed\nhereto in the Borough of Manhattan, City of New York, for the term of eleven\n(11) years (or until such term shall sooner cease and expire as hereinafter\nprovided), to commence and expire as provided in Article 38 hereof, at an annual\nrental as provided in Article 38 hereof, which Tenant agrees to pay in lawful\nmoney of the United States which shall be legal tender in payment of all debts\nand dues, public or private, at the time of payment, in equal monthly\ninstallments in advance on the first day of each month during said term, at the\noffice of Owner or such other place as Owner may designate, without any set off\nor deduction whatsoever, except as otherwise expressly set forth herein and\nexcept that (i) if the Rent Commencement Date (as such term is defined in\nArticle 38 hereof) shall not occur on the first day of a month, the prorated\nportion of the fixed rent for such month shall be due and payable on the Rent\nCommencement Date and (ii) on the execution hereof, Tenant shall pay the first\nmonthly installment of fixed rent for (a) the month immediately subsequent to\nthe month in which the Rent Commencement Date shall occur if such Rent\nCommencement Date shall not occur on the first day of a month or (b) the month\nin which the Rent Commencement Date shall occur if such Rent Commencement Date\nshall occur on the first day of a month.\n\n The parties hereto, for themselves, their heirs, distributees, executors,\nadministrators, legal representatives, successors and assigns, hereby covenant\nas follows:\n\nRENT: 1. Tenant shall pay the rent as above and as hereinafter provided.\nOCCUPANCY: 2. Tenant shall use and occupy the demised premises for any legal \nuse (provided that the Roof\/Set-Back Area may be used only for(U1) subject to \nthe terms and conditions set forth in this lease, including without \nlimitation Article 54 hereof, and Tenant may not use the demised premises for \nany other purpose. Tenant shall at all times conduct its business in a \nreputable manner, shall not violate Article 55 hereof, and shall keep the \ndemised premises in a neat and clean condition. No part of the demised \npremises shall be used in violation of the certificate of occupancy of the \nbuilding, a copy of which is annexed hereto as Exhibit C.(U1a) No part of the \ndemised premises shall be used for cooking or as a restaurant or for the sale \nof food or contrary to any of the other terms and conditions of this \nlease,(U2)\n\nTENANT 3. Tenant shall make no changes in or to the demised premises of \nALTERATIONS: any nature without Owner's prior written consent. Subject to the\nprior written consent of Owner, and to the provisions of this article, Tenant,\nat Tenant's expense, may make alterations, installations, additions or\nimprovements which are non-structural and which do not1 affect utility services\nor plumbing and electrical lines, in or to the interior of the demised premises\nby using contractors or mechanics first approved in each instance by Owner.\nTenant shall, before making any alterations, additions, installations or\nimprovements, at its expense, obtain all permits, approvals and certificates\nrequired by any governmental or quasi-governmental bodies and (upon completion)\ncertificates of final approval thereof and shall deliver promptly duplicates of\nall such permits, approvals and certificates to Owner and Tenant agrees to carry\nand will cause Tenant's contractors and sub-contractors to carry such workman's\ncompensation, general liability, \n\n\n\n\npersonal and property damage insurance as Owner may require. If any mechanic's\nlien is filed against the demised premises, or the building of which the same\nforms a part, for work claimed to have been done for, or materials furnished to,\nTenant, whether or not done pursuant to this article, the same shall be\ndischarged by Tenant within thirty days thereafter, at Tenant's expense, by\npayment or filing the bond required by law. All fixtures and all paneling,\npartitions, railings and like installations, installed in the premises at any\ntime, either by Tenant or by Owner on Tenant's behalf, shall, upon installation,\nbecome the property of Owner and shall remain upon and be surrendered with the\ndemised premises unless Owner, by notice to Tenant no later than twenty days\nprior to the date fixed as the termination of this lease, elects to relinquish\nOwner's personal and property damage insurance as Owner may require. If any\nmechanic's lien is filed against the demised premises, or the building of which\nthe same forms a part, for work claimed to have been done for, or materials\nfurnished to, Tenant, whether or not done pursuant to this article, the same\nshall be discharged by Tenant within thirty days thereafter, at Tenant's\nexpense, by payment or filing the bond required by law. All fixtures and all\npaneling, partitions, railings and like installations, installed in the premises\nat any time, either by Tenant or by Owner on Tenant's behalf, shall, upon\ninstallation, become the property of Owner and shall remain upon and be\nsurrendered with the demised premises unless Owner, by notice to Tenant no later\nthan twenty days prior to the date fixed as the termination of this lease,\nelects to relinquish Owner's right thereto and to have them removed by Tenant,\nin which event the same shall be removed from the premises by Tenant prior to\nthe expiration of the lease, at Tenant's expense. Nothing in this Article shall\nbe construed to give Owner title to or to prevent Tenant's removal of trade\nfixtures, moveable office furniture and equipment, but upon removal of any such\nfrom the premises or upon removal of other installations as may be required by\nOwner, Tenant shall immediately and at its expense, repair and restore the\npremises to the condition existing prior to installation and repair any damage\nto the demised premises or the building due to such removal. All property\npermitted or required to be removed, by Tenant at the end of the term remaining\nin the premises after Tenant's removal shall be deemed abandoned and may, at the\nelection of owner, either be retained as Owner's property or may be removed from\nthe premises by Owner, at Tenant's expense.\n\nMAINTENANCE 4. Tenant shall, throughout the term of this lease, take good \nAND REPAIRS: care of the demised premises and the fixtures and appurtenances \ntherein.* Tenant shall be responsible for all damage or injury to the demised \npremises or any other part of the building and the systems and equipment \nthereof, whether requiring structural or nonstructural repairs caused by or \nresulting from carelessness, neglect or improper conduct of Tenant, Tenant's \nsubtenants, agents, employees, invitees or licensees, or which arise out of \nany work, labor, service or equipment done for or supplied to Tenant or any \nsubtenant or arising out of the installation, use or operation of the \nproperty or equipment of Tenant or any subtenant.(2) Tenant shall also repair \nall damage to the building and the demised premises caused by the moving of \nTenant's fixtures, furniture and equipment.(3) Tenant shall promptly make, at \nTenant's expense, all repairs in and to the demised premises for which Tenant \nis responsible.(4) Any other repairs in or to the building or the facilities \nand systems thereof for which Tenant is responsible shall be performed by \nOwner at the Tenant's expense. Owner shall maintain in good working order and \nrepair the exterior and the structural portions of the building, including \nthe structural portions of its demised premises, and the public portions of \nthe building interior and the building plumbing, electrical, heating and \nventilating systems (to the extent such systems presently exist) not \nexclusively serving the demised premises. Tenant agrees to give prompt notice \nof any defective condition in the premises for which Owner may be responsible \nhereunder. There shall be no allowance to Tenant for diminution of rental \nvalue and no liability on the part of Owner by reason of inconvenience, \nannoyance or injury to business arising from Owner or others making repairs, \nalterations, additions or improvements in or to any portion of the building \nor the demised premises or in and to the fixtures, appurtenances or equipment \nthereof.(5) It is specifically agreed that Tenant shall not be entitled to any \nsetoff or reduction of rent by reason of any failure of\n\n--------\n * and all lobby areas exclusively serving the demised premises and, at\nTenant's sole cost and expense, make all non-structural repairs thereto as and\nwhen needed to preserve them in good working order and condition including, but\nnot limited to, repairs, maintenance and cleaning with respect to the heating,\nplumbing, sprinkler, air conditioning, ventilating and electrical systems\nexclusively serving the demised premises, reasonable wear and tear, obsolescence\nand damage from the elements, fire or other casualty excepted\n\n\n\n\n\nOwner to comply with the covenants of this or any other article of this \nLease.(6) Tenant agrees that Tenant's sole remedy at law in such instance \nwill be by way of an action for damages for breach of contract. The \nprovisions of this Article 4 shall not apply in the case of fire or other \ncasualty which are dealt with in Article 9 hereof. \n\nWINDOW 5. Tenant will not clean nor require, permit, suffer or allow any \nCLEANING: window in the demised premises to be cleaned from the outside in \nviolation of Section 202 of the Labor Law or any other applicable law or of the\nRules of the Board of Standards and Appeals, or of any other Board or body\nhaving or asserting jurisdiction. \n\nREQUIREMENTS 6. Prior to the commencement of the lease term, if Tenant is OF \nLAW, FIRE then in possession, and at all times thereafter, Tenant, at \nINSURANCE, Tenant's sole cost and expense, shall promptly comply with all \nFLOOR LOADS present and future laws, orders and regulations of all state, \nfederal, municipal and local governments, departments, commissions and boards \nand any direction of any public officer pursuant to law, and all orders, \nrules and regulations of the New York Board of Fire Underwriters, Insurance \nServices Office, or any similar body which shall impose any violation, order \nor duty upon Owner or Tenant with respect to the building if arising out of \nTenant's use or manner of use of the premises or the building (including the \nuse permitted under the lease). Nothing herein shall require Tenant to make \nstructural repairs or alterations unless Tenant has, by its(7) manner of use \nof the demised premises or method of operation therein, violated any such \nlaws, ordinances, orders, rules, regulations or requirements with respect \nthereto. Tenant may, after securing Owner to Owner's satisfaction against all \ndamages, interest, penalties and expenses, including, but not limited to, \nreasonable attorney's fees, by cash deposit or by surety bond in an amount \nand in a company satisfactory to Owner, context and appeal any such laws, \nordinances, orders, rules, regulations or requirements provided same is done \nwith all reasonable promptness and provided such appeal shall not subject \nOwner to prosecution for a criminal offense or constitute a default under any \nlease or mortgage under which owner may be obligated, or cause the demised \npremises or any part hereof to be condemned or vacated. Tenant shall not do \nor permit any act or thing to be done in or to the demised premises which is \ncontrary to law, or which will invalidate or be in conflict with public \nliability, fire or other policies of insurance at any time carried by or for \nthe benefit of Owner with respect to the demised premises or the building of \nwhich the demised premises form a part(8) or which shall or might subject \nOwner to any liability or responsibility to any person or for property \ndamage. Tenant shall not keep anything in the demised premises except as now \nor hereafter permitted by the Fire Department, Board of Fire Underwriters, \nFire Insurance Rating Organization or other authority having jurisdiction, \nand then only in such manner and such quantity so as not to increase the rate \nfor fire insurance applicable to the building, nor use the premises in a \nmanner which will increase the insurance rate for the building or any \nproperty located therein over that in effect prior to the commencement of \nTenant's occupancy. Tenant shall pay all costs, expenses, fines, penalties, \nor damages, which may be imposed upon owner by reason of Tenant's failure to \ncomply with the provisions of this article and if by reason of such failure \nthe fire insurance rate shall, at the beginning of this lease or at any time \nthereafter, be higher than it otherwise would be, then Tenant shall reimburse \nOwner, as additional rent hereunder, for that portion of all fire insurance \npremiums therafter paid by owner which shall have been charged because of \nsuch failure by Tenant. In any action or proceeding wherein owner and Tenant \nare parties, a schedule of \"make-up\" of rate for the building or demised \npremises issued by the New York Fire Insurance Exchange, or other body making \nfire insurance rates applicable to said premises shall be conclusive evidence \nof the facts therein stated and of the several items and charges in the fire \ninsurance rates then applicable to said premises. Tenant shall not place a \nload upon any floor of the demised premises exceeding the floor load per \nsquare foot area which it was designed to carry and which is allowed by law.* \nOwner reseves the right(9) to prescribe the weight and position of all safes, \nbusiness machines and mechanical equipment. Such installations shall be \nplaced and maintained by Tenant, at Tenant's expense, in setting sufficient, \nin Owner's judgment, to absorb and prevent vibration, noise and annoyance.(10)\n\nSUBORDINATION: 7. This lease is subject and subordinate to all ground or \nunderlying leases \n\n\n\n\n\n-------------------\n Rider to be added if necessary\n * or which it may lawfully carry pursuant to any reinforcement for which\nthe work was approved by Landlord and performed by Tenant pursuant to the\nprovisions of this lease.\n\n\n\n\nand to all mortgages which may now or hereafter affect such leases or the real\nproperty of which demised premises are a part and to all renewals,\nmodifications, consolidations, replacements and extensions of any such\nunderlying leases and mortgages. This clause shall be self-operating and no\nfurther instrument of subordination shall be required by any ground or\nunderlying lessor or by any mortgagee, affecting any lease or the real property\nof which the demised premises are a part. In confirmation of such subordination,\nTenant shall from time to time execute promptly any certificate that Owner may\nrequest.\n\n\nPROPERTY LOSS, 8. Owner or its agents shall not be liable for any damage to \nDAMAGE property of Tenant or of others entrusted to employees of the\nREIMBURSEMENT building, nor for loss of or damage to any property of Tenant \nINDEMNITY by theft or otherwise, nor for any injury or damage to persons \nor property of Tenant by theft or otherwise, nor for any injury or damage to \npersons or property resulting from any cause of whatsoever nature, unless \ncaused by or due to the negligence of Owner, its agents, servants or \nemployees. Owner or its agents will not be liable for any such damage caused \nby other tenants or persons in, upon or about said building or caused by \noperations in construction of any private, public or quasi public work. If at \nany time any windows of the demised premises are temporarily closed, darkened \nor bricked up (or permanently closed, darkened or bricked up, if required by \nlaw) for any reason whatsoever including, but not limited to Owner's own \nacts, Owner shall not be liable for any damage Tenant may sustain thereby and \nTenant shall not be entitled to any compensation therefor nor abatement or \ndiminution of rent nor shall the same release Tenant from its obligations \nhereunder nor constitute an eviction.(11) Tenant shall indemnify and save \nharmless Owner against and from all liabilities, obligations, damages, \npenalties, claims, costs and expenses for which Owner shall not be reimbursed \nby insurance, including reasonable attorneys fees, paid, sub-contractors, \nemployees, invitees, or licensees, of any covenant or condition of this \nlease, or the carelessness, negligence or improper conduct of the Tenant, \nTenant's agents, contractors, employees, invitees or licensees. Tenant's \nliability under this lease extends to the acts and omissions of any \nsub-tenant, and any agent, contractor, employee, invitee or licensee of any \nsub-tenant. In case any action or proceeding is brought against Owner by \nreason of any such claim, Tenant, upon written notice from Owner, will at \nTenant's expense, resist or defend such action or proceeding by counsel \napproved by Owner in writing, such approval not to be unreasonably withheld. \n\nDESTRUCTION, 9. (a) If the demised premises or any part thereof shall be\nFIRE AND damaged by fire or other casualty, Tenant shall give \nOTHER immediate notice thereof to Owner and this lease shall\nCASUALTY: continue in full force and effect except as hereinafter set \nforth. (b) If the demised premises are partially damaged or rendered \npartially unusable by fire or other casualty, the damages thereto shall be \nrepaired by and at the expense of Owner and the rent and other items of \nadditional rent, until such repair shall be substantially completed, shall be \napportioned from the day following the casualty according to the part of the \npremises which is usable. (c) If the demised premises are totally damaged or \nrendered wholly unusable by fire or other casualty, then the rent and other \nitems of additional rent as hereinafter expressly provided shall be \nproportionately paid up to the time of the casualty and thenceforth shall \ncease until the date when the premises shall have been repaired and restored \nby Owner )(or sooner reoccupied in part by Tenant then rent shall be \napportioned as provided in subsection (b) above), subject to Owner's right to \nelect not to restore the same as hereinafter provided. (d) If the demised \npremises are rendered wholly unusuable(12) or (whether or not the demised \npremises are damaged in whole or in part) if the building shall be(13) Owner \nshall decide to demolish it or to rebuild it, then, in any of such events, \nOwner may elect to terminate this lease by written notice to Tenant, given \nwithin (14), whichever is sooner, specifying a date for the expiration of the \nlease, which date shall not be more than 60 days after the giving of such \nnotice, and upon the date specified in such notice the term of this lease \nshall expire as fully and completely as if such date were the date set forth \nabove for the termination of this lease and Tenant shall forthwith quit, \nsurrender and vacate the premises without prejudice however, to Landlord's \nrights and remedies against Tenant under the lease provisions in effect prior \nto such \n\n\n\ntermination, and any rent owing shall be paid up to such date and any\npayments of rent made by Tenant which were on account of any period subsequent\nto such date shall be returned to Tenant.(15) Unless Owner(16) shall serve a\ntermination notice as provided for herein, Owner shall make the repairs and\nrestorations under the conditions of (b) and (c) hereof, with all reasonable\nexpedition, subject to delays due to adjustment of insurance claims, labor\ntroubles and causes beyond Owner's control. After any such casualty, Tenant\nshall cooperate with Owner's restoration by removing from the premises as\npromptly as reasonably possible, all of Tenant's salvageable inventory and\nmoveable equipment, furniture, and other property. Tenant's liability for rent\nshall resume five (5) days after written notice from Owner that the premises are\nsubstantially ready for Tenant's occupancy. (e) Nothing contained hereinabove\nshall relieve Tenant from liability that may exist as a result of damage from\nfire or other casualty. Notwithstanding the foregoing, including Owner's\nobligation to restore under subparagraph (b) above, each party shall look first\nto any insurance in its favor before making any claim against the other party\nfor recovery for loss or damage resulting from fire or other casualty, and to\nthe extent that such insurance is in force and collectible and to the extent\npermitted by law, Owner and Tenant each hereby releases and waives all right of\nrecovery against the other or any one claiming through or under each of them by\nway of subrogation or otherwise.(17) The release and waiver herein referred to\nshall be deemed to include any loss or damage to the demised premises and\/or to\nany personal property, equipment, trade fixtures, goods and merchandise located\ntherein. The foregoing release and waiver shall be in force only if both\nreleasors' insurance policies contain a clause providing that such a release or\nwaiver shall not invalidate the insurance. If, and to the extent, that such\nwaiver can be obtained only b the payment of additional premiums, then the party\nbenefiting from the waiver shall pay such premium within ten days after written\ndemand or shall be deemed to have agreed that the party obtaining insurance\ncoverage shall be free of any further obligation, Tenant acknowledges that Owner\nwill not carry insurance on Tenant's furniture and\/or furnishings or any\nfixtures or equipment, improvements, or appurtenances removable by Tenant and\nagrees that Owner will not be obligated to repair any damage thereto or replace\nthe same. (f) Tenant hereby waives the provisions of this article shall govern\nand control in lieu thereof. \n\nEMINENT 10. If the whole or substantially all of the demised premises \nDOMAIN shall be acquired or condemned by Eminent Domain for any public\nor quasi public use or purpose, then and in that event, the term of this \nlease shall cease and terminate from the date of title vesting in such \nproceeding and Tenant shall have no claim for the value of any unexpired term \nof said lease and assigns to Owner, Tenant's entire interest in any such \naward.(18) Tenant shall have the right to make an independent claim to the \ncondemning authority for the value of Tenant's moving expenses and personal \nproperty, trade fixtures and equipment(19) provided Tenant is entitled \npursuant to the terms of the lease to remove such property, trade fixture and \nequipment at the end of the term and provided further such claim does not \nreduced Owner's award. \n\nASSIGNMENT, 11. Tenant, for itself, its heirs, distributees, executors,\nMORTGAGE, administrators, legal representative, successor and assigns,\nETC.: expressly covenants that it shall not assign, mortgage or \nencumber this agreement, nor underlet, or suffer or permit the demised premises\nor any part thereof to be used by others, without the prior written consent of\nOwner in each instance. Transfer of the majority of the stock of a corporate\nTenant or the majority partnership interest of a partnership Tenant shall be\ndeemed an assignment. If this lease be assigned, or if the demised premises or\nany part thereof be underlet or occupied by anybody other than Tenant, Owner\nmay, after default by Tenant, collect rent from the assignee, under-tenant or\noccupant, and apply the net amount collected to the rent herein reserved, but no\nsuch assignment, underletting, occupancy or collection shall be deemed a waiver\nof this covenant, or the acceptance of the assignee, under-tenant or occupant as\ntenant, or a release of Tenant from the further performance by Tenant of\ncovenants on the part of Tenant herein contained. The consent by Owner to an\nassignment or underletting shall not in any wise be construed to relieve Tenant\nfrom obtaining the express consent in writing of Owner to any further assignment\nor underletting. \n\nELECTRIC 12. Rates and conditions in respect to submetering or rent \nCURRENT: inclusion, as the case may be, to be added in RIDER attached\nhereto. Tenant covenants \n\n\n\n\nand agrees that at all times its use of electric current shall not exceed the\ncapacity of existing feeders to the building or the risers or wiring\ninstallation and Tenant may not use any electrical equipment which, in Owner\"\nopinion, reasonably exercised, will overload such installations or interfere\nwith the use thereof by other tenants of the building. The change at any time of\nthe character of electric service shall in no wise make Owner liable or\nresponsible to Tenant, for any loss, damages or expenses which Tenant may\nsustain.\n\n\nACCESS TO 13. Owner or Owner's agents shall have the right (but shall\nPREMISES: not be obligated) to enter the demised premises in any\nemergency at any time, and, at other reasonable times, to examine the same \nand to make such repairs, replacements and improvements as Owner may deem \nnecessary and reasonably desirable to the demised premises or to any other \nportion of the building or which Owner may elect to perform.(20) Tenant shall \npermit Owner to use and maintain and replace pipes and conduits in and \nthrough the demised premises and to erect new pipes and conduits therein \nprovided they are concealed within the walls, floor, or ceiling. Owner may, \nduring the progress of any work in the demised premises, take all necessary \nmaterials and equipment into said premises without the same constituting an \neviction nor shall the Tenant(21) be entitled to any abatement of rent while \nsuch work is in progress nor to any damages by reason of loss or interruption \nof business or otherwise. Throughout the term hereof Owner shall have the \nright to enter the demised premises at reasonable hours(22) for the purpose \nof showing the same to prospective purchasers or mortgagees of the building, \nand during the last six months of the term for the purpose of showing the \nsame to prospective tenants. If Tenant is not present to open and permit an \nentry into the demised premises, Owner or Owner's agents may enter the same \nwhenever such entry may be necessary or permissible by master key or forcibly \nand provided reasonable care is exercised to safeguard Tenant's property, \nsuch entry shall not render Owner or its agents liable therefor, nor in any \nevent shall the obligations of Tenant hereunder be affected. If during the \nlast month of the term Tenant shall have removed all or substantially all of \nTenant's property therefrom Owner may immediately enter, alter, renovate or \nredecorate the demised premises without limitation or abatement of rent, or \nincurring liability to Tenant for any compensation and such act shall have no \neffect on this lease or Tenant's obligations hereunder. \n\nVAULT, VAULT 14. No Vaults, vault space or area, whether or not enclosed or \nSPACE, AREA: covered, not within the AREA: property line of the building\nis leased hereunder, anything contained in or indicated on any sketch, blue \nprint or plan, or anything contained elsewhere in this lease to the contrary \nnotwithstanding. Owner makes no representation as to the location of the \nproperty line of the building. All vaults and vault space and all such areas \nnot within the property line of the building, which Tenant may be permitted \nto use and\/or occupy, is to be used and\/or occupied under a revocable \nlicense, and if any such license be revoked, or if the amount of such space \nor area be diminished or required by any federal, state or municipal \nauthority or public utility. Owner shall not be subject to any liability nor \nshall Tenant be entitled to any compensation or diminution or abatement of \nrent, nor shall such revocation, diminution or requisition be deemed \nconstructive or actual eviction. Any tax, fee or charge of municipal \nauthorities for such vault or area shall be paid by Tenant. \n\nOCCUPANCY: 15. Tenant will not at any time use or occupy the demised \npremises in violation of the certificate of occupancy issued for the building \nof which the demised premises are a part. Tenant has inspected the premises and\naccepts them as is, subject to the riders annexed hereto with respect to \nOwner's work, if any. In any event, Owner makes no representation as to the\ncondition of the premises and Tenant agrees to accept the same subject to\nviolations, whether or not of record.\n\nBANKRUPTCY: 16. (a) Anything elsewhere in this lease to the contrary \nnotwithstanding, this \n\n\n\nlease may be cancelled by Owner by sending of a written notice to Tenant within\na reasonable time after the happening of any one or more of the following\nevents: (1) the commencement of a case in bankruptcy or under the laws of any\nstate naming Tenant as the debtor; or (2) the making by Tenant of an assignment\nor any other arrangement for the benefit of creditors under any state statute.\nNeither Tenant nor any person claiming through or under Tenant, or by reason of\nany statute or order of court, shall thereafter be entitled to possession of the\npremises demised but shall forthwith quit and surrender the premises. If this\nlease shall be assigned in accordance with its terms, the provisions of this\narticle 16 shall be applicable only to the party then owning Tenant's interest\nin this lease. \n\n (b) it is stipulated and agreed that in the event of the termination\nof this lease pursuant to (a) hereof, owner shall forthwith, notwithstanding any\nother provisions of this lease to the contrary, be entitled to recover from\nTenant as and for liquidated damages an amount equal to the difference between\nthe rent reserved hereunder for the unexpired portion of the term demised and\nthe fair and reasonable rental value of the demised premises for the same\nperiod. In the computation of such damages the difference between any\ninstallment of rent becoming due hereunder after the date of termination and the\nfair and reasonable rental value of the demised premises for the period for\nwhich such installment was payable shall be discounted to the date of\ntermination at the rate of four percent (4%) per annum. If such premises or any\npart thereof be re-let by the Owner for the unexpired term of said lease, or any\npart thereof, before presentation of proof of such liquidated damages to any\ncourt, commission or tribunal, the amount of rent reserved upon such re-letting\nshall be deemed to be the fair and reasonable rental value for the part or the\nwhole of the premises so re-let during the term of the re-letting. Nothing\nherein contained shall limit or prejudice the right of the Owner to prove for an\nobtain as liquidated damages by reason of such termination, an amount equal to\nthe maximum allowed by any statute or rule of law in effect at the time when,\nand governing the proceedings in which, such damages are to be proved, whether\nor not such amount be greater, equal to, or less than the amount of the\ndifference referred to above. \n\nDEFAULT: 17. (1) If Tenant defaults in fulfilling any of the covenants of \nthis lease other than the covenants for the payment of rent or additional \nrent; or if the demised premises(23); or if any execution or attachment shall \nbe issued against Tenant or any of Tenant's property whereupon the demised \npremises shall be taken or occupied by someone other than Tenant; or if this \nlease by rejected under Section. 235 of Title 11 of the U.S. Code (bankruptcy \ncode); then, in any one or more of such events, upon owner serving a \nwritten(24) days notice upon Tenant specifying the nature of said default and \nupon the expiration of said(24) days, if Tenant shall have failed t comply \nwith or remedy such default , or if the said default or omission complained \nof shall be of a nature that the same cannot be completely cured or remedied \nwithin said (24) day period, and if Tenant shall not have diligently \ncommenced curing such default within such (24) day period, and shall not \nthereafter with reasonable diligence and in good faith, proceed to remedy or \ncure such default, then Owner may serve a written (25) days' notice of \ncancellation of this lease upon Tenant, and upon the expiration of said(25) \ndays this lease and the term thereunder shall end and expire as fully and \ncompletely as if the expiration of such(25) day period were the day herein \ndefinitely fixed for the end and expiration of this lease and the term \nthereof and Tenant shall then quit and surrender the demised premises to \nOwner but Tenant shall remain liable as hereinafter provided. \n\n (2) If the notice provided for in (1) hereof shall have been\ngiven, and the term shall expire as aforesaid; or if Tenant shall make \ndefault in the payment of the rent reserved herein or any item of additional \nrent herein mentioned or any part of either or in making any other payment \nherein required(26) then and in any of such events Owner may without notice, \nre-enter the demised premises either by force or otherwise, and dispossess \nTenant by summary proceedings or otherwise, and the legal representative of \nTenant or other occupant of demised premises and remove their effects and \nhold the premises as if this lease had not been made, and Tenant hereby \nwaives the service of notice of intention to re-enter or to institute legal \nproceedings to that end. \n\nREMEDIES OF 18. In case of any such default, re-entry, expiration and\/or\nOWNER AND dispossess by summary proceedings or otherwise, (a) the\nWAIVER OF rent shall become due thereupon and be paid up to the time of\nREDEMPTION such re-entry, the dispossess and\/or expiration, (b) Owner \nmay re-let the premises or any part or parts \n\n\n>\n\nthereof, either in the name of Owner or otherwise, for a term or terms, which\nmay at Owner's option be less than or exceed the period which would otherwise\nhave constituted the balance of the term of this lease and may grant concessions\nor free rent or charge a higher rental than that in this lease, and\/or (c)\nTenant or the legal representatives of Tenant shall also pay Owner as liquidated\ndamages for the failure of Tenant to observe and perform said Tenant's covenants\nherein contained, any deficiency between the rent hereby reserved and\/or\ncovenanted to be paid and the net amount, if any, of the rents collected on\naccount of the lease or leases of the demised premises for each month of the\nperiod which would otherwise have constituted the balance of the term of this\nlease. The failure of Owner to re-let the premises or any part or parts thereof\nshall not release or affect Tenant's liability for damages. In computing such\nliquidated damages there shall be added to the said deficiency such expenses as\nOwner may incur in connection with re-letting, such as legal expenses,\nreasonable attorneys' fees, brokerage, advertising and for keeping the demised\npremises in good order or for preparing the same for re-letting. Any such\nliquidated damages shall be paid in monthly installments by Tenant on the rent\nday specified in this lease and any suit brought to collect the amount of the\ndeficiency for any month shall not prejudice in any way the rights of Owner to\ncollect the deficiency for any subsequent month by a similar proceeding. Owner,\nin putting the demised premises in good order or preparing the same for\nre-rental may, at Owner's option, make such alterations, repairs, replacements,\nand\/or decorations in the demised premises as Owner, in Owner's sole judgment,\nconsiders advisable and necessary for the purpose of re-letting the demised\npremises, and the making of such alterations, repairs, replacements, and\/or\ndecorations shall not operate or be construed to release Tenant from liability\nhereunder as aforesaid. Owner shall in no event be liable in any way whatsoever\nfor failure to re-let the demised premises, or in the event that the demised\npremises are re-let, for failure to collect the rent thereof under such\nre-letting, and in no event shall Tenant be entitled to receive any excess, if\nany, of such net rents collected over the sums payable by Tenant to Owner\nhereunder. In the event of a breach or threatened breach by Tenant of any of the\ncovenants or provisions hereof, Owner shall have the right of injunction and the\nright to invoke any remedy allowed at law or in equity as if re-entry, summary\nproceedings and other remedies were not herein provided for. Mention in this\nlease of any particular remedy, shall not preclude Owner from any other remedy,\nin law or in equity. Tenant hereby expressly waives any and all rights of\nredemption granted by or under any present or future laws in the event of Tenant\nbeing evicted or dispossessed for any cause, or in the event of Owner obtaining\npossession of demised premises, by reason of the violation by Tenant of any of\nthe covenants and conditions of this lease, or otherwise. \n\nFEES AND 19. If Tenant shall default in the observance or performance\nEXPENSES: of any term or covenant on Tenant's part to be observed\nor performed under or by virtue of any of the terms or provisions in any article\nof this lease, after notice if required and upon expiration of any applicable\ngrace period if any, (except in an emergency), then, unless otherwise provided\nelsewhere in this lease, Owner may immediately or at any time thereafter and\nwithout notice perform the obligation of Tenant thereunder. If Owner, in\nconnection with the foregoing or in connection with any default by Tenant in the\ncovenant to pay rent hereunder, makes any(27) expenditures or incurs any\nobligations for the payment of money, including but not limited to reasonable\nattorneys' fees, in instituting, prosecuting or defending any action or\nproceeding, and prevails in any such action or proceeding then Tenant will\nreimburse owner for such sums so paid or obligations incurred with interest and\ncosts. The foregoing expenses incurred by reason of Tenant's default shall be\ndeemed to be additional rent hereunder and shall be paid by Tenant to Owner\nwithin ten (10) days of rendition of any bill or statement to Tenant therefor.\nIf Tenant's lease term shall have expired at the time of making of such\nexpenditures or incurring of such obligations, such sums shall be recoverable by\nOwner, as damages. \n\nBUILDING 20. Owner shall have the right at any time without the same\nALTERATIONS constituting an eviction and without incurring liability to\nAND MANAGEMENT: Tenant therefor to change the arrangement and\/or location\nof public entrances, passageways, doors, doorways, corridors, elevators, \nstairs, toilets or other public parts of the building and to change the name, \nnumber or designation by which the building may be known(28) shall be no \nallowance to Tenant for diminution of rental value and no liability on the \npart of Owner by reason of inconvenience, annoyance or injury to business \narising from Owner or other Tenants making any repairs in the building or any \nsuch alterations, additions and improvements. Furthermore, Tenant shall not \nhave any claim against Owner by reason if Owner's imposition of such(29) \ncontrols of the manner of access to the building by Tenant's social or \nbusiness visitors as the Owner may deem necessary for the security of the \nbuilding and its occupants. \n\n\n\n\nNO 21. Neither Owner nor Owner's agents have made any \nREPRESENTATIONS representations or promises with respect to the physical\nBY OWNER: condition of the building, the land upon which it is erected \nor the demised premises, the rents, leases, expenses of operation or any other\nmatter or thing affecting or related to the premises except as herein expressly\nset forth and no rights, easements or licenses are acquired by Tenant by\nimplication or otherwise except as expressly set forth in the provisions of this\nlease. Tenant has inspected the building and the demised premises and is\nthoroughly acquainted with their condition and agrees to take the same \"as is\"\nand acknowledges that the taking of possession of the demised premises by Tenant\nshall be conclusive evidence that the said premises and the building of which\nthe same form a part were in good and satisfactory condition at the time such\npossession was so taken, except as to latent defects. All understandings and\nagreements heretofore made between the parties hereto are merged in this\ncontract, which alone fully and completely expresses the agreement between Owner\nand Tenant and any executory agreement hereafter made shall be ineffective to\nchange, modify, discharge or effect an abandonment of it in whole or in part,\nunless such executory agreement is in writing and signed by the party against\nwhom enforcement of the change, modification, discharge or abandonment is\nsought. \n\nEND OF TERM: 22. Upon the expiration or other termination of the term of \nthis lease, Tenant shall quit and surrender to Owner the demised premises, broom\nclean, in good order and condition, ordinary wear and damages which Tenant is\nnot required to repair as provided elsewhere in this lease excepted, and Tenant\nshall remove all it property. Tenant's obligation to observe or perform this\ncovenant shall survive the expiration of other termination of this lease. If the\nlast day of the term of this Lease or any renewal thereof, falls on Sunday, this\nlease shall expire at noon on the preceding Saturday unless it be a legal\nholiday in which case it shall expire at noon on the preceding business day.\n\nQUIET 23. Owner covenants and agrees with Tenant that upon Tenant\nENJOYMENT: paying the rent and additional rent and observing and\nperforming all the terms, covenants and conditions, on Tenant's part to be \nobserved and performed, Tenant may peaceably and quietly enjoy the premises \nhereby demised, subject, never-the-less, to the terms and conditions of this\nlease including, but not limited to, Article 31 hereof and to the ground leases,\nunderlying leases and mortgages hereinbefore mentioned. \n\nFAILURE TO 25. [Deleted]\nGIVE POSSESSION: \n\nNO WAIVER: 26. The failure of Owner(30) to seek redress for violation of, \nor to insist upon the strict performance of any covenant or condition of this \nlease or of any of the Rules or Regulations, set forth or hereafter adopted \nby Owner, shall not prevent a subsequent act which would have originally \nconstituted a violation from having all the force and effect of an original \nviolation. The(31) receipt by Owner of rent and\/or additional rent with \nknowledge of the breach of any covenant of this lease shall not be deemed a \nwaiver of such breach and no provision of this lease shall be deemed to have \nbeen waived by (32) unless such waiver be in writing signed by (32). No \npayment by Tenant or receipt by Owner of a lesser amount than the monthly \nrent herein stipulated shall be deemed to be other than on account of the \nearliest stipulated rent, nor shall any endorsement or statement of any check \nor any letter accompanying any check or payment as rent be deemed an accord \nand satisfaction, and Owner may accept such check or payment without \nprejudice to Owner's right to recover the balance of such rent or pursue any \nother remedy in this lease provided. No act or thing done by Owner or Owner's \nagents during the term hereby demised shall be deemed an acceptance of a \nsurrender of said premises, and no agreement to accept such surrender shall \nbe valid unless in writing signed by Owner. No employee of Owner or Owner's \nagent shall have any power to accept the keys of said premises prior to the \ntermination of the lease and the deliver of keys to any such agent or \nemployee shall not operate as termination of the lease or a surrender of the \npremises.\n\nWAIVER OF 27. It is mutually agreed by and between Owner and Tenant that\nTRIAL BY JURY: the respective parties JURY: hereto shall and they hereby \ndo waive trial by jury in any action proceeding or counterclaim brought by \neither of the parties hereto against the other (except for personal injury or \nproperty damage) on any matters whatsoever arising out of or in any way \nconnected with this lease, the relationship of Owner and Tenant, Tenant's use \nof or occupancy of said premises, and any emergency statutory or any other \nstatutory remedy. It is further mutually agreed that in the event Owner \ncommences any proceeding or action for possession including a summary \nproceeding for possession of the premises, Tenant will not interpose any \ncounterclaim of whatever nature or description in any such proceeding \nincluding a counterclaim under Article 4 except for statutory mandatory \ncounterclaims. \n\n\n\nINABILITY TO 28. (33)Lease and the obligation of Tenant to pay rent \nPERFORM: hereunder and perform all of the other covenants and \nagreements hereunder on part of Tenant to be performed shall in no wise be \naffected, impaired or excused because Owner is unable to fulfill any of its \nobligations under this lease or to supply or is delayed in supplying any \nservice expressly or impliedly to be supplied or is unable to make, or is \ndelayed in making any repair, additions, alterations or decorations or is \nunable to supply or is delayed in supplying any equipment, fixtures, or other \nmaterials if Owner is prevented or delayed from so doing by reason of strike \nor labor troubles or any cause whatsoever including, but not limited to, \ngovernment preemption or restrictions or by reason of any rule, order or \nregulation of any department or subdivision thereof of any government agency \nor by reason of the conditions which have been or are affected, either \ndirectly or indirectly, by war or other emergency.(33a)\n\nBILLS AND 29. Except as otherwise in this lease provided, a bill, \nNOTICES: statement, notice or communication which Owner may desire or \nbe required to give to Tenant, shall be deemed sufficiently given or rendered \nif, in writing, delivered to Tenant personally or sent by registered or \ncertified mail(34) and the time of the rendition of such bill or statement \nand of the giving of such notice or communication shall be deemed to be the \ntime when the same is delivered to Tenant.(35) Any notice by Tenant to Owner \nmust be served by registered or certified mail addressed to Owner at the \naddress first hereinabove given or at such other address as Owner shall \ndesignate by written notice.\n\nSERVICES 30. As long as(36) Owner shall provide: (a) necessary elevator\nPROVIDED BY facilities on business days from 8 a.m. to 6 p.m. and have one\nOWNERS: elevator subject to call at all other times; (b) heat to the \ndemised premises when and as required by law, on business days(36a); (c) \nwater for ordinary lavatory purposes, but if Tenant uses or consumes water \nfor any other purposes or in unusual quantities (of which fact Owner shall be \nthe sole judge), Owner may install a water meter at Tenant's expense which \nTenant shall maintain at Tenant's expense in good working order and repair to \nregister such water consumption and Tenant shall pay for water consumed as \nshown on said meter as additional rent as and when bills are rendered(37) \nsaid premises are to be kept clean by Tenant, at Tenant's sole expense, in a \nmanner reasonably satisfactory to Owner and no one other than persons \napproved by Owner shall be permitted to enter said premises or the building \nof which they are a part for such purpose. Tenant shall pay Owner the cost of \nremoval of any of Tenant's refuse and rubbish from the building; (e) Owner \nreserves the right to stop services of the heating, elevators, plumbing, \nair-conditioning, electric, power systems or cleaning or other services, if \nany, when necessary by reason of accident or for repairs, alterations, \nreplacements or improvements necessary or desirable in the judgment of Owner \nfor as long as may be reasonably required by reason thereof. If the building \nof which the demised premises are a part supplies manually operated elevator \nservice, Owner at any time may substitute automatic control elevator service \nand proceed diligently with alterations necessary therefor without in any \nwise affecting this lease or the obligation of Tenant hereunder. \n\nCAPTIONS: 31. The Captions are inserted only as a matter of convenience \nand for reference and in no way define, limit or describe the scope of this \nlease nor the intent of any provisions thereof. \n\nDEFINITIONS: 32. The term \"office\", or \"offices\", wherever used in this \nlease, shall not be \n\n\n\nconstrued to mean premises used as a store or stores, for the sale or display,\nat any time, of goods, wares or merchandise, of any kind, or as a restaurant,\nshop, booth, bootblack or other stand, barber shop, or for other similar\npurposes or for manufacturing. The term \"Owner\" means a landlord or lessor, and\nas used in this lease means only the owner, or the mortgagee in possession, for\nthe time being of the land and building (or the owner of a lease of the building\nor of the land and building) of which the demised premises form a part, so that\nin the event of any sale or sales of said land and building or of said lease, or\nin the event of a lease of said building, or of the land and building, the said\nOwner shall be and hereby is entirely freed and relieved of all covenants and\nobligations of Owner(38) hereunder, and it shall be deemed and construed without\nfurther agreement between the parties or their successors in interest, or\nbetween the parties and the purchaser, at any such sale, or the said lessee of\nthe building, or of the land and building, that the purchaser or the lessee of\nthe building has assumed and agreed to carry out any and all covenants and\nobligations of Owner, hereunder. The words \"re-enter\" and \"re-entry\" as used in\nthis lease are not restricted to their technical legal meaning. The term\n\"business days\" as used in this lease shall exclude Saturdays, Sundays and all\ndays as observed by the State or Federal Government as legal holidays and those\ndesignated as holidays by the applicable building service union employees\nservice contract or by the applicable Operating Engineers contract with respect\nto HVAC service. Wherever it is expressly provided in this lease that consent\nshall not be unreasonably withheld, such consent shall not be unreasonably\ndelayed. \n\nADJACENT 33. If an excavation shall be made upon land adjacent to the\nEXCAVATION- demised premises, or shall be authorized to be made, Tenant\nSHORING: shall afford to the person causing or authorized to cause such \nexcavation, license to enter upon the demised premises for the purpose of doing\nsuch work as said person shall deem necessary to preserve the wall or the\nbuilding of which demised premises form a part from injury or damage and to\nsupport the same by proper foundations without any claim for damages or\nindemnity against Owner, or diminution or abatement of rent. \n\nRULES AND 34. Tenant and Tenant's servants, employees, agents, visitors \nREGULATIONS: and licensees shall observe faithfully, and comply with, the \nRules and Regulations as Owner's agents may from time to time adopt.(39) \nNotice of any additional rules or regulations shall be given(40). In case \nTenant disputes the reasonableness of any additional Rule or Regulation \nhereafter made or adopted by Owner or Owner's agents, the parties hereto \nagree to submit the question of the reasonableness of such Rule or Regulation \nfor decision to the New York office of the American Arbitration Association, \nwhose determination shall be final and conclusive upon the parties hereto. \nThe right to dispute the reasonableness of any additional Rule or Regulation \nupon Tenant\" part shall be deemed waived unless the same shall be asserted by \nservice of a notice, in writing upon Owner within (41) days after the giving \nof notice thereof. Nothing in this lease contained shall be construed to \nimpose upon Owner any duty or obligation to enforce the Rules and Regulations \nor terms, covenants or conditions in any other lease, as against any other \ntenant and Owner shall not be liable to Tenant for violation of the same by \nany other tenant, its servants, employees, agents, visitors or licensees.(42)\n\nSECURITY: 35. Tenant has deposited with Owner the sum of $ as \n security \n\n\n\nfor the faithful performance and observance by Tenant of the terms, provisions\nand conditions of this lease; it is agreed that in the event Tenant defaults in\nrespect of any of the terms, provisions and conditions of this lease, including,\nbut not limited to, the payment of rent and additional rent, Owner may use,\napply or retain the whole or any part of the security so deposited to the extent\nrequired for the payment of any rent and additional rent or any other sum as to\nwhich Tenant is in default or for any sum which Owner may expend or may be\nrequired to expend by reason of Tenant's default in respect of any of the terms,\ncovenants and conditions of this lease, including, but not limited to, any\ndamages or deficiency in the re-letting of the premises, whether such damages or\ndeficiency in the re-letting of the premises, whether such damages or deficiency\naccrued before or after summary proceedings or other re-entry by Owner. In the\nevent that Tenant shall fully and faithfully comply with all of the terms,\nprovisions, covenants and conditions of this lease, the security shall be\nreturned to Tenant after the date fixed as the end of the Lease and after\ndelivery of entire possession of the demised premises to Owner. In the event of\na sale of the land and building or leasing of the building, of which the demised\npremises form a part, Owner shall transfer the security to the vendee or lessee\nand Owner shall thereupon be released by Tenant from all liability for the\nreturn of such security; and Tenant agrees to look to the new Owner solely for\nthe return of said security and it is agreed that the provisions hereof shall\napply to every transfer or assignment made of the security to a new owner.\nTenant further covenants that it will not assign or encumber or attempt to\nassign or encumber the monies deposited herein as security and that neither\nOwner nor its successors or assigns shall be bound by any such assignment,\nencumbrance, attempted assignment or attempted encumbrance. \n\nESTOPPEL 36. Tenant, at any time, and from time to time, upon at least \nCERTIFICATE: 10 days' prior notice by Owner, shall execute, acknowledge and \ndeliver to Owner, and\/or to any other person, firm or corporation specified by\nOwner, a statement certifying that this Lease is unmodified and in full force\nand effect (or, if there have been modifications, that the same in full force\nand effect as modified and stating the modifications), stating the dates to\nwhich the rent and additional rent have been paid, and stating whether or not\nthere exists any default by Owner under this Lease, and, if so, specifying each\nsuch default. \n\nSUCCESSORS 37. The covenants, conditions and agreements contained in this\nAND ASSIGNS: lease shall bind and inure to the benefit of Owner and Tenant\nand their respective heirs, distributees, executors, administrators, successors,\nand except as otherwise provided in this lease, their assigns. Tenant shall look\nonly to Owner's estate and interesting the land and building(43) for the\nsatisfaction of Tenant's remedies for the collection of a judgment (or other\njudicial process) against Owner in the event of any default by Owner hereunder,\nand no other property or assets of such Owner (or any partner, member, officer\nor director thereof, disclosed or undisclosed), shall be subject to levy,\nexecution or other enforcement procedure for the satisfaction of Tenant's\nremedies under or with respect to this lease, the relationship of Owner and\nTenant hereunder, or Tenant's use and occupancy of the demised premises.\n\nSee Rider annexed hereto and made a part hereof containing Articles 37-59\n\nIN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this\nlease as of the day and year first above written.\n\nWitness for Owner: JOHN HANCOCK MUTUAL LIFE \n INSURANCE COMPANY, Landlord\n \n By:[illegible]\n------------------------------------ ------------------------------------\n\n DOUBLECLICK INC.\n\nWitness for Tenant: Tenant\n\n------------------------------------ ---------------------------------------\n By:\/s\/ Jeff Epstein Chief Financial \n Officer\n ------------------------------------\n\n\n\n\n ACKNOWLEDGEMENTS\n\n\nCORPORATE OWNER\nSTATE OF NEW YORK, ss.:\n\n On this _____ day of __________, 19___, before me personally came\n__________ to me known, who being by me duly sworn, did depose and say that he\nresides in __________; that he is the __________ of __________ the corporation\ndescribed in and which executed the foregoing instrument, as OWNER; that he\nknows the seal of said corporation; the seal affixed to said instrument is such\ncorporate seal; that it was so affixed by order of the Board of Directors of\nsaid corporation, and that he signed his name thereto by like order.\n\nINDIVIDUAL OWNER\nSTATE OF NEW YORK, ss.:\n\n On this _____ day of __________, 19___, before me personally came\n__________ to me known to be the individual described in and who, as OWNER;\nexecuted the foregoing instrument and acknowledged to me that __________ he\nexecuted the same.\n\n\nCORPORATE TENANT\nSTATE OF NEW YORK, ss.:\nCOUNTY OF\n\nOn this _____ day of __________, 19___, before me personally came __________ to\nme known, who being by me duly sworn, did depose and say that he resides in\n__________; that he is the __________ of __________ the corporation described in\nand which executed the foregoing instrument, as TENANT; that he knows the seal\nof said corporation; the seal affixed to said instrument is such corporate seal;\nthat it was so affixed by order of the Board of Directors of said corporation,\nand that he signed his name thereto by like order.\n\n\nINDIVIDUAL TENANT\nSTATE OF NEW YORK, ss.:\n\n On this _____ day of __________, 19___, before me personally came\n__________ to me known to be the individual described in and who, as TENANT;\nexecuted the foregoing instrument and acknowledged to me that __________ he\nexecuted the same.\n\n GUARANTY\n\n FOR VALUE RECEIVED, and in consideration for, and as an inducement to Owner\nmaking the within lease with Tenant, the undersigned guarantees to Owner,\nOwner's successors and assigns, the full performance and observance of all the\ncovenants, conditions and agreements, therein provided to be performed and\nobserved by Tenant, including the \"Rules and Regulations\" as therein provided,\nwithout requiring any notice of non-payment, non-performance, or non-observance,\nor proof, or notice, or demand, whereby to charge the undersigned therefor, all\nof which the undersigned hereby expressly waives and expressly agrees that the\nvalidity of this agreement and the obligations of the guarantor hereunder shall\nin no wise be terminated, affected or impaired by reason of the assertion by\nOwner against Tenant of any of the rights or remedies reserved to Owner pursuant\nto the provisions of the within lease. The undersigned further covenants and\nagrees that this guaranty shall remain and continue in full force and effect as\nto any renewal, modification or extension of this lease and during any period\nwhen Tenant is occupying the premises as a \"statutory tenant.\" As a further\ninducement to Owner to make this lease and in consideration thereof, Owner and\nthe undersigned covenant and agree that in any action or proceeding brought by\neither Owner or the undersigned against the other or any matters whatsoever\narising out of, under, or by virtue of the terms of this lease or of this\nguarantee that Owner and the undersigned shall and do hereby waive trial by\njury.\n\nDated: 19\n --------------- --\n\n------------------------------------\nGuarantor\n\n\n\n\n------------------------------------\nWitness\n\n------------------------------------\nGuarantor's Residence\n\n------------------------------------\nBusiness Address\n\n------------------------------------\nFirm Name\n\nSTATE OF NEW YORK ) ss.:\n\nCOUNTY OF )\n\nOn this _____ day of __________, 19___, before me personally came __________ to\nme known to me to be the individual described in, and who executed the foregoing\nGuaranty and acknowledged to me that he executed the same.\n\n\n------------------------------------\nNotary\n\n\n IMPORTANT - PLEASE READ\n\n RULES AND REGULATIONS ATTACHED TO AND\n MADE A PART OF THIS LEASE\n IN ACCORDANCE WITH ARTICLE 33.\n\n\n1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules,\nstairways, corridors or halls shall not be obstructed or encumbered by any\nTenant or used for any purpose other than for ingress or egress from the demised\npremises and for delivery of merchandise and equipment in a prompt and efficient\nmanner using elevators and passageways designated for such delivery by Owner.\nThere shall not be used in any space, or in the public hall of the building,\neither by any Tenant or by jobbers or others in the delivery or receipt of\nmerchandise, any hand trucks, except those equipped with rubber tires and\nsideguards. If said premises are situated on the ground floor of the building,\nTenant thereof shall further, at Tenant's expense, keep the sidewalk and curb in\nfront of said premises clean and free from ice, snow, dirt and rubbish.\n\n2. The water and wash closets and plumbing fixtures shall not be used for any\npurposes other than those for which they were designed or constructed and no\nsweepings, rubbish, rags, acids or other substances shall be deposited therein,\nand the expense of any breakage, stoppage, or damage resulting from the\nviolation of this rule shall be borne by the Tenant who, or whose clerks,\nagents, employees or visitors, shall have caused it.\n\n3. No carpet, rug or other article shall be hung or shaken out of any window of\nthe building and no Tenant shall sweep or throw or permit to be swept or thrown\nfrom the demised premises any dirt or other substances into any of the corridors\nor halls, elevators, or out of the doors or windows or stairways of the building\nand Tenant shall not use, keep or permit to be used or kept any foul or noxious\ngas or substance in the demised premises, or permit or suffer the demised\npremises to be occupied or used in a manner offensive or objectionable to Owner\nor other occupants of the building by reason of noise, odors, and\/or vibrations,\nor interfere in any way with other Tenants or those having business therein, nor\nshall any bicycles, vehicles, animals, fish, or birds be kept in or about the\nbuilding.(44) Smoking or carrying lighted cigars or cigarettes in the elevators \nof the building is prohibited.\n\n4. No awnings or other projections shall be attached to the outside walls of the\nbuilding without the prior written consent of Owner.(44a)\n\n\n\n\n5. No sign, advertisement, notice or other lettering shall be exhibited,\ninscribed, painted or affixed by any Tenant on any part of the outside of the\ndemised premises or the building or on the inside of the demised premise if the\nsame is visible from the outside of the premises without the prior written\nconsent of Owner, except that the name of Tenant may appear on the entrance door\nof the premises. In the event of the violation of the foregoing by any Tenant,\nOwner may remove same without any liability, and may charge the expense incurred\nby such removal to Tenant or Tenants violating this rule. Interior signs on\ndoors and directory tablet shall be inscribed, painted or affixed for each\nTenant by Owner at the expense of such Tenant, and shall be of a size, color and\nstyle acceptable to Owner.\n\n6. No Tenant shall mark, paint, drill into, or in any way deface any part of\nthe(45). No boring, cutting or stringing of wires shall be permitted(46), except\nwith the prior written consent of Owner, and as Owner may direct. No Tenant\nshall lay linoleum, or other similar floor covering, so that the same shall come\nin direct contact with the floor of the demised premises, and, if linoleum or\nother similar floor covering is desired to be used as an interlining of\nbuilding's deadening felt shall be first affixed to the floor, by a paste or\nother material, soluble in water, the use of cement or other similar adhesive\nmaterial being expressly prohibited.\n\n7. No additional locks or bolts of any kind shall be placed upon any of the\ndoors or windows by any Tenant, nor shall any changes be made in existing locks\nor mechanism thereof. Each Tenant must, upon the termination of his Tenancy,\nrestore to Owner all keys of stores, offices and toilet rooms, either furnished\nto, or otherwise procured by, such Tenant, and in the event of the loss of any\nkeys, so furnished, such Tenant shall pay to Owner the cost thereof.\n\n8. Freight, furniture, business equipment, merchandise and bulky matter of any\ndescription shall be delivered to and removed from the premises only on the\nfreight elevators and through the service entrances and corridors, and only\nduring hours and in a manner approved by Owner. Owner reserves the right to\ninspect all freight to be brought into the building and to exclude from the\nbuilding all freight which violates any of these Rules and Regulations of the\nlease or which these Rules and Regulations are a part.\n\n9. Canvassing, soliciting and peddling in the building is prohibited and each\nTenant shall cooperate to prevent the same.\n\n10. Owner reserves the right to exclude from the building all persons who do not\npresent a pass to the building signed by Owner. Owner will furnish passes to\npersons for whom any Tenant requests same in writing. Each Tenant shall be\nresponsible for all persons for whom he requests such pass and shall be liable\nto Owner for all acts of such persons. Tenant shall not have a claim against\nOwner by reason of Owner excluding from the building any person who does not\npresent such pass.\n\n11. Owner shall have the right to prohibit any advertising by any Tenant which\nin Owner's opinion, tends to impair the reputation of the building or its\ndesirability as a building for offices, and upon written notice from Owner,\nTenant shall refrain from or discontinue such advertising.\n\n12. Tenant shall not bring or permit to be brought or kept in or on the demised\npremises, any inflammable, combustible, explosive, or hazardous fluid, material,\nchemical or substance, or cause or permit any(48) odors of cooking or other\nprocesses, or any unusual or other objectionable odors to permeate in or emanate\nfrom the demised premises.\n\n13. If the building contains central air conditioning and ventilation, Tenant\nagrees to keep all windows closed at all times and to abide by all rules and\nregulations issued by Owner with respect to such services. If Tenant requires\nair conditioning or ventilation after the usual hours, Tenant shall give notice\nin writing to the building superintendent prior to 3:00 p.m. in the case of\nservices required on week days, and prior to 3:00 p.m. on the day prior in case\nof after hours service required on weekends or on holidays. Tenant shall\ncooperate with Owner in obtaining maximum effectiveness of the cooling system by\nlowering and closing venetian blinds and\/or drapes and curtains when the sun's\nrays fall directly on the windows of the demised premises.\n\n14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky\nmatter, or fixtures into or out of the building without Owner's prior written\nconsent(49). If such safe, \n\n\n\n\n\nmachinery, equipment, bulky matter or fixtures requires special handling,\nall work in connection therewith shall comply with the Administrative Code of\nthe City of New York and all other laws and regulations applicable thereto and\nshall be done during such hours as Owner may designate.\n\n15. Refuse and Trash. (1) Compliance by Tenant. Tenant covenants and agrees, at\nits sole cost and expense, to comply with all present and future laws, orders,\nand regulations of all state, federal, municipal, and local governments,\ndepartments, commissions and boards regarding the collection, sorting,\nseparation and recycling of waste products, garbage, refuse and trash. Tenant\nshall sort and separate such waste products, garbage, refuse and trash into such\ncategories as provided by law. Each separately sorted category of waste\nproducts, garbage, refuse and trash shall be placed in separate receptacles\nreasonably approved by Owner. such separate receptacles may, at Owner's option,\nbe removed from the demised premises in accordance with a collection schedule\nprescribed by law. Tenant shall remove, or cause to be removed by a contractor1\nacceptable to Owner, at Owner's sole discretion, such items as Owner may\nexpressly designate. (2) Owner's Rights in Event of Noncompliance. Owner has the\noption to refuse to collect or accept from Tenant waste products, garbage,\nrefuse or trash (a) that is not separated and sorted as required by law or (b)\nwhich consists of such items as Owner may expressly designate for Tenant's\nremoval, and to require Tenant to arrange for such collection at Tenant's sole\ncost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay\nall costs, expenses, fines, penalties, or damages that may be imposed on Owner\nor Tenant by reason of Tenant's failure to comply with the provisions of this\nBuilding Rule 15, and, at Tenant's sole cost and expense, shall indemnity,\ndefend and hold Owner harmless (including reasonable legal fees and expenses)\nfrom and against any actions, claims and suits arising from such noncompliance,\nutilizing counsel reasonably satisfactory to Owner.\n\n\n\n\n\n TEXT TO NUMBERED INSERTIONS (1)\n TO (50) TO AGREEMENT OF LEASE DATED\n AS OF JANUARY 26, 1999 BETWEEN\n JOHN HANCOCK MUTUAL LIFE INSURANCE\n COMPANY, AS LANDLORD, AND\n DOUBLECLICK INC., AS TENANT\n ---------------------------------------\n\n\n(U1) Insert: \"a running track, a totally enclosed basketball court\n (enclosed by a wall or chain link fence), a ping-pony table, eating\n and sitting areas, garden areas, provided that the particular manner\n of engaging in the foregoing uses will not be hazardous, and for other\n recreational outdoor uses, in each case, in a high-quality manner;\n provided such other recreational outdoor uses are approved by\n Landlord, which approval shall not be unreasonably withheld or\n delayed, and provided that Tenant complies with all the other terms\n and conditions of this lease and that the other recreational outdoor\n uses are safe uses and all installations are visually attractive).\n Tenant shall not use the Roof\/Set-Back Area in a manner that disturbs\n other tenants in the building. Tenant shall, at Tenant's expense,\n reduce or eliminate noise or vibration caused by Tenant's roof\n installations as to which complaints have been made from tenants\n within the building, and if Tenant shall reduce (as opposed to\n eliminating) such noise or vibrations, Tenant shall reduce such noise\n or vibrations to such an extent so that all such complaints shall\n cease. Articles 54 and 55 of this lease, except to the extent\n inconsistent with the terms and conditions of this Article and of\n Articles 4, 8 and 59 of this lease, shall apply to the Roof\/Set-Back\n Area. Tenant's use of the demised premises shall be\"\n\n(Ula) Insert: \"Such certificate of occupancy is a temporary certificate of\n occupancy, which has expired. Landlord covenants that Landlord will\n have such temporary certificate of occupancy renewed prior to the\n submission to the Buildings Department of Tenant's alteration\n application for the plans and specifications for the Tenant\n Improvements after Landlord's approval of such plans and\n specifications pursuant to the terms and conditions of this lease,\n provided that if Landlord shall not have renewed such temporary\n certificate of occupancy prior to such submission to the Buildings\n Department, Tenant shall receive an additional day of fixed rent\n abatement pursuant to Article 38(E) for each day thereafter until\n Landlord shall renew such temporary certificate of occupancy.\"\n\n(U2) Insert: \", except that Tenant may use the Interior Demised Area for\n cooking (provided that Tenant properly vents the cooking area to the\n roof, the cooking area is waterproofed and Tenant complies with all\n legal requirements) and may install vending machines, in each case for\n the benefit of its employees and business invitees, and not for\n consumption or sale to the general public.\"\n\n(1) Insert: \"adversely\"\n\n(2) Insert: \"provided that Landlord shall be responsible for maintaining\n and repairing any installations or other work within the demised\n premises performed by Landlord, but solely to the extent and for the\n duration of any warranty given to Landlord in connection with such\n installation or other work, with Tenant being responsible for\n maintaining and repairing such installation or other work to the\n extent such maintenance or repairs either are not covered by any such\n warranty or if any such warranty has expired. \"\n\n(3) Insert: \"Tenant shall be responsible for maintaining the Roof\/Set-Back\n Area in good order and repair, but Tenant shall not be responsible for\n repairs to the Roof\/Set-Back Area if such repairs are necessitated by\n the actions of Landlord or another tenant or by casualties involving\n the equipment or fixtures of Landlord or another tenant. Tenant shall\n also be responsible for repairs to any other portion of the roof or\n the building caused by Tenant. Landlord, at Landlord's election, but\n at Tenant's cost and expense, as additional rent, may make those\n repairs and alterations required or desired to be made by Tenant to\n the Roof\/Set-Back Area. As soon as reasonably possible after the date\n of this lease, Landlord shall install a new roof designed and approved\n by Tenant, such approval not to be unreasonably withheld, in the areas\n to be used by Tenant (which installation shall \n\n\n\n\n include the removal and disposal of the existing roof in such areas),\n and Landlord's cost of the installation of such new roof (and the\n removal and disposal of such existing roof), which cost shall be\n competitively priced, shall be deemed to be additional rent hereunder,\n payable by Tenant upon demand. If Landlord shall not have completed\n the installation of such new roof (and the removal and disposal of\n such existing roof) within 60 days after the later of Landlord's and\n Tenant's approvals of the plans and specifications therefor, subject\n to extension of such 60 day period by reason of force majeure events,\n Tenant shall have the right, upon not less than 10 days' prior written\n notice to Landlord, at Tenant's sole cost and expense, to install (or\n complete the installation of) such new roof (and the removal and\n disposal of such existing roof) in accordance with the plans and\n specifications previously approved by Landlord and Tenant.\"\n\n(4) Insert: \"using contractors and subcontractors selected by the Tenant\n from Landlord's list of approved contractors and subcontractors, and\n if Tenant uses any of the contractors or subcontractors on Landlord's\n list, such contractors or subcontractors shall be deemed approved by\n Landlord for the work for which Tenant has requested such list, or if\n none of such contractors or subcontractors on Landlord's list are\n acceptable to Tenant, Tenant shall submit the names of the contractors\n or subcontractors which Tenant desires to use, for Landlord's consent,\n which shall not be unreasonably withheld, delayed or conditioned.\"\n\n(5) Insert: \"provided that Landlord uses reasonable efforts to minimize\n interference with Tenant's business\"\n\n(6) Insert: \"except as otherwise expressly set forth herein\"\n\n(7) Insert: `particular\"\n\n(8) Insert: \", provided that nothing contained in any policies of\n insurance issued to John Hancock Mutual Life Insurance Company shall\n require Tenant to discontinue its use of the demised premises as\n permitted by this lease and provided further that if any provision of\n any policy of insurance issued to a successor or assign of John\n Hancock Mutual Life Insurance Company as owner of the building shall\n require Tenant to discontinue its use of the demised premises as\n permitted by this lease, such successor or assign shall use good faith\n efforts to obtain an insurance policy in replacement of such policy\n which shall permit such use by Tenant and if such successor or assign\n shall obtain such a replacement insurance policy, Tenant shall pay the\n increased cost thereof, if any, as additional rent under this lease,\"\n\n(9) Insert: \", to be reasonably exercised when the weight of the safe,\n business machine or item of mechanical equipment shall be less than\n one half of the rated live load under the certificate of occupancy of\n the building,\"\n\n(10) Insert: \"Notwithstanding anything in this lease to the contrary,\n Landlord, at its expense, will promptly cure all violations of record\n affecting the building (other than the demised premises), not\n attributable to Tenant or anyone acting on Tenant's behalf or to\n Tenant's particular use of the demised premises or to Tenant's\n improvements, that will interfere with Tenant's ability to obtain any\n building permits, sign-offs or amendments to the certificate of\n occupancy for the lawful use by Tenant of the demised premises.\n\n(11) Insert: \"Equipment, including without limitation, all vents, now\n existing on the east and west sides of the second roof set-back areas,\n as cross-hatched on the diagram annexed hereto as Exhibit A-4, shall\n remain and shall not be moved, altered or interfered with by Tenant,\n but Landlord may not place any other equipment thereon that would, in\n any way, interfere with or diminish the views from the interior of the\n demised premises or the amount of light that enters the demised\n premises, provided that if Landlord is unable, after using reasonable\n efforts, to place equipment elsewhere on the roof because it does not\n have sufficient capacity therefor, Landlord may place such equipment\n on the second roof set-back areas (and, if need be, diminish the views\n and light entering the demised premises), provided that for a period\n of thirty (30) days Landlord will use good faith efforts to work\n together with Tenant in mutually agreeing on a location that will\n permit the installation of such equipment and be satisfactory to\n Tenant; provided further that if \n\n\n\n\n the parties do not mutually agree on a location within such thirty\n (30) day period, Landlord can nonetheless make such installation, but\n Landlord will use its best efforts to restrict the number of windows\n blocked thereby. Notwithstanding the foregoing, Tenant understands\n that Landlord reserves the right to put signage on the upper roof on\n top of the building in the future and, if necessary, to relocate, at\n Landlord's expense, Tenant's skylights to an area, and with a design\n thereof, approved by Tenant, such approval not to be unreasonably\n withheld or delayed. In any event, such relocation of skylights shall\n be performed by Landlord, at Landlord's expense, if the amount of\n light transmitted through the skylights is reduced by more than 50% by\n Landlord's placement of such signage. In connection with any such\n relocation of skylights, Landlord agrees that such relocation shall be\n performed without interference with Tenant's business, so that to the\n extent that any such interference would occur, such work shall be\n performed after Tenant's regular business hours. If it shall not be\n possible for Landlord to relocate Tenant's affected skylights pursuant\n to the terms and provisions of this paragraph, Landlord may\n nevertheless, at Landlord's sole cost and expense, remove such\n skylights and restore the affected area to its condition existing\n immediately prior to the installation of such skylights, and Landlord\n shall reimburse Tenant for Tenant's cost of installation of such\n skylights, all such reimbursements not to exceed an aggregate of\n $100,000. Further, except to the extent Landlord has waived recovery\n against Tenant pursuant to Article 9,\"\n\n(12) Insert: \"during the last 24 months of the term (subject to Tenant's\n right to exercise its renewal option, but if Tenant exercises its\n renewal option, Landlord shall not be required to repair the damage\n unless and until Tenant has not cancelled the exercise of its renewal\n option, as provided in Article 53 of this lease, within the time\n period provided therefor in this lease),\"\n\n(13) Insert: \"damaged such that the cost to rebuild would exceed twenty\n percent (20%) of the full insurable value of the building and\"\n\n(14) Insert: \"60 days after such fire or casualty, or 20 days after\n adjustment of the insurance claim for such fire or casualty if it\n affects any portion of the building outside the demised premises (or\n 45 days after such fire or casualty, or 15 days after adjustment of\n the insurance claim for such fire or casualty if it affects the\n demised premises only),\"\n\n(15) Insert: \"If (x) the demised premises are substantially damaged or\n access thereto is denied, in either event, during the remaining\n eighteen (18) months of the term of this lease such that the repairs\n to be made by Landlord would take in excess of five (5) months to\n repair, or (y) if the demised premises are substantially damaged, or\n if access to the demised premises is denied, by reason of fire or\n other casualty at any time during the term of this lease such that the\n repairs to be made by Landlord would take in excess of nine (9) months\n from Landlord's receipt of the insurance proceeds in the case of\n damage solely to the demised premises or such access and thirty (30)\n months from Landlord's receipt of insurance proceeds in the case of\n damage to the building outside the demised premises or such access, in\n each case subject to extension of such nine (9) and thirty (30) month\n periods due to force majeure events, Tenant shall have the right to\n terminate this lease by written notice to Landlord given within 45\n days of the casualty.\"\n\n(16) Insert: \"or Tenant\"\n\n(17) Insert: \"with respect to damage to the demised premises or the\n building caused by fire or other casualty that is covered by insurance\n carried by the parties hereunder or which is required to be carried by\n the parties hereunder. John Hancock Mutual Life Insurance Company\n agrees that for as long as John Hancock Mutual Life Insurance Company\n (but not any of its successors or assigns as Landlord) is Landlord, it\n will carry and keep in force \"all risk\", extended coverage property\n insurance covering the building to a limit of not less than 100% of\n the full replacement cost thereof.\"\n\n(18) Insert: \"If more than twenty-two and one-half percent (22-1\/2%) of the\n demised premises are condemned and, in Tenant's reasonable opinion,\n Tenant can no longer operate its business in the demised premises in a\n commercially reasonable manner, Tenant may terminate this lease upon\n thirty (30) days notice following Tenant's receipt of notice of such\n taking. If Tenant does not terminate this lease by reason of the\n preceding sentence, \n\n\n\n\n the fixed rent shall be adjusted on a pro rata basis. Further, Tenant\n shall be entitled to retain all proceeds of a temporary taking, and\n this lease shall be unaffected thereby. \"\n\n(19) Insert: \", and the unamortized costs of Tenant's other leasehold\n improvements in excess of the unamortized amount of Landlord's Work\n Contribution therefor (the amortization of Landlord's Work\n Contribution for each such leasehold improvement being calculated at\n the same rate as the rate of amortization for such leasehold\n improvement), provided that the condemnation award with respect to any\n such leasehold improvement is first applied against the unamortized\n amount of Landlord's Work Contribution allocable to such leasehold\n improvement, and\"\n\n(20) Insert: \"Landlord shall use reasonable efforts when entering the\n demised premises or making any repairs therein, to minimize any\n interference with Tenant's business.\"\n\n(21) Insert: \", except as otherwise expressly set forth herein,\"\n\n(22) Insert: \"and upon reasonable prior notice\"\n\n(23) Insert: \"are abandoned\"\n\n(24) Insert: \"thirty (30)\"\n\n(25) Insert: \"seven (7)\"\n\n(26) Insert: \"and such monetary default continues for a period of ten (10)\n days after notice to Tenant that same was due and not paid, provided\n that no such notice need be given to phrase \"Payment Due on a\n Recurring Basis\" shall mean a payment the amount of which is fixed by\n this lease or the amount of which does not differ from period to\n period during the term of this lease)\"\n\n(27) Insert: \"reasonable\"\n\n(28) Insert: \"; provided that reasonable access to the building and the\n demised premises remains. Except as expressly set forth in this lease\n to the contrary, and subject to the provisions of Article 13 hereof,\n there\"\n\n(29) Insert: \"reasonable\"\n\n(30) Insert: \"or Tenant\"\n\n(31) Insert: \"payment by Tenant or the\"\n\n(32) Insert: \"the non-breaching party\"\n\n(33) Insert: \"Except as expressly otherwise provided herein, this\"\n\n(33a) Insert: \"(herein celled \"force majeure events\")\"\n\n(34) Insert: \", return receipt requested, and addressed to Tenant, prior to\n occupancy by Tenant for the conduct of its business, at 41 Madison\n Avenue, New York, New York 10010, Attn: Elizabeth Wang, Esq., and\n following the date that Tenant occupies the demised premises for the\n conduct of its business, at the demised premises, Attn: Elizabeth\n Wang, Esq., and in each case, with a copy to Loeb & Loeb LLP, 345 Park\n Avenue, New York, New York 10154, Attn: Scott I. Schneider, Esq. \"\n\n(35) Insert: \"or when delivery is refused\"\n\n(36) Insert: \"this lease is in effect,\"\n\n(36a) Insert: \"at any time required by Tenant from January 1 to March 31 and\n from October 1 to December 31 of each year or on such other dates\n during such year that steam shall be provided to tenants of the\n building\"\n\n\n\n\n(37) Insert: \"(Owner shall install water meters at Tenant's expense to\n measure Tenant's use of water only in the kitchen of the demised\n premises and only in the showers in the demised premises, with Tenant\n being responsible for maintaining such meters in good working order\n and repair, to measure such water consumption and Tenant shall pay for\n water consumed as shown on said meters as additional rent as and when\n bills are\n\n(38) Insert: \"thereafter accruing\"\n\n(39) Insert: \"and furnish to Tenant\"\n\n(40) Insert: \"in accordance with Article 28.\"\n\n(41) Insert: \"thirty (30)\"\n\n(42) Insert: \"Landlord agrees not to discriminate against Tenant in\n enforcing any such Rules and Regulations. In the event of any\n inconsistency between the provisions of this lease and the provisions\n of the Rules and Regulations now or hereafter adopted, the provisions\n of this lease shall govern.\"\n\n(43) Insert: \"(including all insurance and condemnation proceeds, but only\n to the extent not used for repair or restoration of the demised\n premises or the building)\"\n\n(44) Insert: \"provided that bicycles which enter the building through\n loading bay #21 and freight elevator #F-8 may be kept within the\n demised premises and that, to the extent permitted by law, vehicles\n may be kept in loading bay #21.\"\n\n(44a) Insert: \", which approval shall not be unreasonably withheld or\n delayed, and, with respect to the installation of any awning or other\n projection on any wall of the Roof\/Set-Back Area, such installation\n shall be performed in compliance with the terms and conditions of\n Articles 3, 45 and 59 of this lease.\"\n\n(45) Insert: \"demised premises or the building, except that Tenant may\n mark, paint or drill into the demised premises pursuant, and subject,\n to all the other terms, covenants and conditions of this lease.\"\n\n(46) Insert: \"outside of the demised premises\"\n\n(47) Insert: \"or at any time through Tenant's exclusive freight elevator,\n subject to the sharing of the use of such elevator with the tenant of\n the 12h floor of the building if such tenant shall elect to use such\n elevator pursuant to Article 56 (I) of this lease\"\n\n(48) Insert: \"unreasonable\"\n\n(49) Insert: \"not to be unreasonably withheld if Tenant shall use Tenant's\n exclusive freight elevator therefor, it being understood that Tenant\n may be required to share the use of such freight elevator with the\n tenant of the 12~ floor of the building pursuant to Article 56 (1) of\n this lease\"\n\n(50) Insert: \"reasonably\"\n\n\n\n\nRIDER ATTACHED TO AND MADE A PART OF LEASE\nDATED AS OF JANUARY 26, 1999 BETWEEN JOHN HANCOCK MUTUAL LIFE \nINSURANCE COMPANY, AS LANDLORD, AND DOUBLECLICK INC., AS TENANT.\n\n37. PROVISIONS OF RIDER:\n\n This rider is annexed to and made a part of the printed portion of this\nlease to which it is attached and in each instance in which the provisions of\nthis rider shall contradict or be inconsistent with the printed provisions of\nthe printed portion of this lease, as constituted without this rider, the\nprovisions of this rider shall prevail and govern and the contradicted or\ninconsistent printed provisions of the printed portion of this lease shall be\ndeemed amended accordingly.\n\n\n38. RENTAL:\n\n (A) The rents reserved under this lease, shall be and consist of:\n\n (1) fixed rent (sometimes hereinafter called the \"fixed rent\" or\n\"fixed annual rent\") which shall be payable by Tenant in equal monthly\ninstallments in advance on the first day of each and every calendar month during\nthe term of this lease at an annual rental rate of:\n\n (i) ONE MILLION FOUR HUNDRED FORTY-SEVEN THOUSAND EIGHT HUNDRED\n SEVENTY-EIGHT AND 75\/lOOths DOLLARS ($1,447,878.75) for the period from the\n Commencement Date (as such term is hereinafter defined) to and including\n the day immediately preceding the fifth (5th) anniversary of the Rent\n Commencement Date; and\n\n (ii) ONE MILLION FIVE HUNDRED NINETY-EIGHT THOUSAND NINE HUNDRED\n SIXTY-ONE AND 75\/lOOths DOLLARS ($1,598,961.75) for the period from the\n fifth (5th) anniversary of the Rent Commencement Date until the expiration\n of the term; and\n\n (2) additional rent (hereinafter \"additional rent\") consisting of\nall such other sums of money as shall become due from and payable by Tenant to\nLandlord hereunder (for default in payment of which Landlord shall have the same\nremedies as for a default in payment of fixed rent). Unless otherwise provided\nin this lease, such additional rental shall be payable in equal monthly\ninstallments in advance concurrently with and in the same manner as the fixed\nrent referred to in Sub-Article \"(A)(1)\" supra,\n\nall to be paid to Landlord at its office, or such other place, or to such agent\nand at such place, as Landlord may designate by notice to Tenant, in lawful\nmoney of the United States of America, which shall be legal tender in payment of\nall debts and dues, public and private at the time of payment.\n\n (B) Any proration of rents or credits provided for in this lease shall\nbe made in the ratio of the periods of time involved and refund (or credit\nagainst rents then or thereafter due) for overpayment of rents or payment of\nrents due or accrued shall be made accordingly on demand.\n\n (C) Tenant shall pay the fixed rent and additional rent herein\nreserved promptly as and when the same shall become due and payable, without\ndemand therefor and without any abatement, deduction or offset whatsoever except\nas expressly provided in this lease.\n\n (D) The term of this lease shall commence on the date of this lease\n(hereinafter called the \"Commencement Date\") and shall expire (unless such term\nshall sooner cease and expire as elsewhere provided in this lease) on the day\nimmediately preceding the eleventh (11th) anniversary of the Commencement Date.\n\n (E) Provided that no monetary default or no nonmonetary material\ndefault shall have occurred and be continuing during the one-year period for\nwhich the following credit is to be applied (provided further that Tenant shall\nbe entitled to be reimbursed by Landlord for any fixed rent or additional rent\npaid by Tenant during such one-year period for which Tenant \n\n\n\n\nwould otherwise have been entitled to receive such credit upon Tenant's cure of\nsuch monetary default or such non-monetary material default), Tenant shall have\nthe right to use and occupy the demised premises free of fixed annual rent only\n(but not against any additional rent or other charges, except for the abatement\nfor electricity and steam charges provided in Article 39(E)) for the period from\nthe Commencement Date to and including the day immediately preceding the first\nanniversary of the Commencement Date. For purposes of this lease, the term \"Rent\nCommencement Date\" shall be deemed to be the day which shall be the first\nanniversary of the Commencement Date. If the Rent Commencement Date or the date\nof expiration of the term of this lease shall not occur on the first day of a\nmonth or the last day of a month, respectively, fixed rent for the month in\nwhich the Rent Commencement Date or the date of expiration of the term, as the\ncase may be, shall occur, shall be prorated.\n\n39. ELECTRICITY AND STEAM:\n\n (A) Tenant covenants and agrees to purchase all electric current\nused in the demised premises from Landlord or Landlord's designated agent for\nthe sum of (a) the product of (x) 105% of Landlord's Monthly Cost Per Kilowatt\nHour and (y) Tenant's aggregate monthly consumption of and demand for\nelectricity in the demised premises as determined by the electricity meters in\nthe demised premises and (b) Landlord's actual out-of-pocket costs and expenses\nin reading the electricity meters and administering the electricity meter\nbilling. As used herein, the phrase \"Landlord's Monthly Cost Per Kilowatt Hour\"\nshall mean (i) the total charges for electricity charged to and paid by Landlord\nto the public utility serving the building calculated on a monthly basis\n(including energy charges, consumption and demand charges, all applicable\nsurcharges, time-of-day charges, fuel adjustment charges, rate adjustment\ncharges and any other factors used by the public utility company in computing\nits charges to Landlord), divided by (ii) the total kilowatt hours purchased by\nLandlord during such period. Tenant covenants and agrees to purchase all steam\nused in and for the demised premises from Landlord or Landlord's designated\nagent for the sum of (a) the product of (x) 105% of Landlord's Monthly Cost Per\nM\/LB and (y) the aggregate monthly consumption of steam in or for the demised\npremises as determined by the steam meters in the demised premises and (b)\nLandlord's actual out-of-pocket costs and expenses in reading the steam meters\nand administering the steam meter billing. As used herein, the phrase\n\"Landlord's Monthly Cost Per M\/LB\" shall mean (i) the total charges for steam\ncharged to and paid by Landlord to the public utility serving the building\ncalculated on a monthly basis (including energy charges, all applicable\nsurcharges, time-of-day charges, fuel adjustment charges, rate adjustment\ncharges and any other factors used by the public utility in computing its\ncharges to Landlord), divided by (ii) the total M\/LB's of steam purchased by\nLandlord during such period. As used herein, the term \"M\/LB\" shall mean one\nthousand pounds of steam. Where more than one meter measures Tenant's\nconsumption of and demand for electricity and steam (including, but not limited\nto such electric energy and steam as is provided in connection with the\noperation of the heating, ventilating and air conditioning equipment serving the\ndemised premises and all computer and other equipment in the demised premises),\nthe service rendered through each meter may be computed and billed separately in\naccordance with the provisions hereof. Notwithstanding anything to the contrary\ncontained herein, in no event shall the amount billed to Tenant for electricity\nand steam hereunder be less than 100% of Landlord's cost therefor. Bills\ntherefor shall be rendered at such times as Landlord may elect and shall be\npayable within fifteen (15) days of demand therefor. If any tax is imposed upon\nLandlord's receipts from the sale or resale of electrical energy and steam to\nTenant by any federal, state, or municipal authority, Tenant agrees that where\npermitted by law, such taxes shall, without duplication of other amounts paid by\nTenant hereunder, be passed on to, and included in the bill of, and paid by\nTenant to Landlord. All payments hereunder shall be additional rent.\n\n (B) Tenant's use of electric current and steam in and for the\ndemised premises shall not at any time exceed the capacity of any of the\nexisting electrical and steam feeders, risers, conductors, equipment and wiring\ninstallation and\/or pipes in or otherwise serving the demised premises or exceed\nthe existing electrical or steam capacity exclusively serving the demised\npremises, except with Landlord's prior written consent as provided below, and\nTenant may not use any electrical or steam equipment which, in Landlord's\nreasonable opinion, will overload such installations or interfere with the use\nthereof by other tenants of the building. Tenant shall not make or perform or\npermit the making or performing of, any alterations to wiring or other\nelectrical facilities or steam pipes or other steam facilities in or serving the\n\n\n\n\ndemised premises without Landlord's prior written consent in each instance. Such\nwritten consent shall not be unreasonably withheld or delayed by Landlord,\nprovided that, in Landlord's reasonable judgment, Tenant's alterations will not\ncause permanent damage or injury to the building or the demised premises or\ncause or create a dangerous or hazardous condition or interfere with or disturb\nother tenants or occupants of the building (except that with respect to\nalterations which are intended to increase amperage to the demised premises or\nto increase the existing electrical or steam capacity exclusively serving the\ndemised premises, Landlord may withhold or delay its consent in Landlord's sole\ndiscretion). The electrical and steam capacity servicing the demised premises as\nof the date of this lease shall remain for Tenant's use during the term of this\nlease.\n\n (C) Landlord shall not be liable or responsible in any way to\nTenant for any failure or defect or change in the supply or character of\nelectric energy or steam furnished to the demised premises by reason of any\nrequirement, act or omission of the public utility serving the building with\nelectricity and steam or for any other reason whatsoever, nor shall interruption\nor curtailment of any such services constitute a constructive or partial\neviction, nor entitle Tenant to any compensation or abatement or withholding of\nrent, except for Landlord's willful misconduct or gross negligence or Landlord's\nfailure to pay its bills.\n\n (D) Landlord reserves the right to discontinue furnishing\nelectric energy or steam to Tenant at any time upon sixty (60) days' written\nnotice to Tenant, and from and after the effective date of such termination,\nLandlord shall no longer be obligated to furnish Tenant with electric energy or\nsteam, provided, however, that such termination date shall be extended for a\ntime reasonably necessary for Tenant to make arrangements utility company\nservicing the building. If Landlord shall so discontinue furnishing electricity\nor steam to Tenant, this lease shall remain unaffected thereby and shall\ncontinue in full force and effect; and thereafter Tenant shall diligently\narrange to obtain electric service or steam directly from the public utility\ncompany servicing the building, and may utilize the then existing electric or\nsteam feeders, risers, pipes and wiring serving the demised premises to the\nextent available and safely capable of being used for such purpose and, with\nrespect to electric service, only to the extent of Tenant's then authorized\nconnected load. Landlord shall be obligated to pay no part of any cost required\nfor Tenant's direct electric or steam service. Landlord shall, in no event,\ndiscontinue furnishing electricity or steam to Tenant until such time as Tenant\nhas obtained electricity or steam, as the case may be, directly from the public\nutility.\n\n (E) As soon as reasonably possible after the date of this Lease,\n(i) Tenant shall diligently proceed, as a credit against Landlord's Work\nContribution (as hereinafter defined), to install and to make fully operational\nsteam and electricity meters and all equipment in connection therewith to\nmeasure Tenant's demand for and consumption of electric energy and steam in the\ndemised premises. Until such electricity meters are fully operational, Tenant\nshall pay Landlord additional rent at an annual rate of $50,361.00 for Tenant's\ndemand for and consumption of electricity in the demised premises until the date\nTenant shall have completed its initial improvements and first taken occupancy\nof the demised premises for the purpose of conducting Tenant's normal office\noperations and thereafter at an annual rate of $125,902.50. Until such steam\nmeters are fully operational, Tenant shall pay Landlord additional rent at an\nannual rate of $25,180.50 for Tenant's consumption of steam in and for the\ndemised premises. Notwithstanding the foregoing, Tenant shall receive\nelectricity and steam at no charge for the period from the date of this lease\nuntil the date (the \"Electricity and Steam Charge Starting Date\") which shall be\nthe first to occur of: (i) the 120th day after the date of this lease or (ii)\nthe date that Tenant shall first start performing improvements in the demised\npremises which shall not be base building work (i.e., work affecting the\nbuilding fixtures and systems-existing in the demised premises on the date of\nthis lease),but work which is intended to improve the demised premises for\nTenant's particular use thereof.\n\n Upon the first billing by Landlord to Tenant after the first\nreading of such electricity and steam meters, the parties shall adjust the\namount paid by Tenant for the period after the Electricity and Steam Charge\nStarting Date, and Tenant shall be responsible to pay, as additional rent, an\namount for Tenant's demand for and consumption of electricity and steam in and\nfor the demised premises for the period from the Electricity and Steam Charge\nStarting Date until such first reading (calculated pursuant to Sub-Article (A)\nof this Article) based upon Landlord's reasonable projection of the readings\nfrom such meters for the period from the \n\n\n\n\nElectricity and Steam Charge Starting Date until such first reading, Tenant,\nhowever, receiving a credit for all sums paid Landlord for electricity and steam\nfor the period from the Electricity and Steam Charge Starting Date until such\nfirst reading. If the amount for which Tenant shall be responsible shall exceed\nthe credit, Tenant shall promptly pay the excess to Landlord within fifteen (15)\ndays after demand as additional rent. If the amount for which Tenant shall be\nresponsible shall be less than the aforementioned credit, Landlord shall give\nTenant a credit for such difference against the first amounts for fixed rent or\nadditional rent for which Tenant shall thereafter be liable.\n\n (F) At Tenant's election, Tenant shall have the right to obtain\nelectric service or steam for the demised premises directly from the public\nutility supplying the same. In such event, Tenant shall pay all costs, expenses\nand any and all other amounts required in obtaining such service, and Landlord\nshall no longer furnish Tenant with electricity or steam, as the case may be, as\notherwise hereinafter provided in this Article, and Tenant may utilize the then\nexisting electric and steam feeders, risers, pipes and wiring serving the\ndemised premises to the extent available and safely capable of being used for\nsuch purpose and, with respect to electric service, only to the extent of\nTenant's then authorized connected load.\n\n (G) (1) Tenant shall have the right for a period of 180 days after \nthe Commencement Date to give Landlord written notice (the back-up\nElectricity Notice\") that Tenant elects to receive up to 400 amperes of\n\"back-up\" electricity (at 460\/480 volts) from the building generator in the\nevent of failure of electricity from the public utility or other energy provider\nserving the building, provided that if during such 180 day period any\nprospective tenant or tenants of space in the building shall require \"back-up\"\nelectricity from the building generator and Landlord shall not have sufficient\ncapacity in excess of 400 amperes (at 460\/480 volts) from the building generator\nto meet the needs of such prospective tenant or tenants, Landlord may give\nwritten notice of the deficiency (\"Landlord's Initial Generator Notice\") to\nTenant, and Tenant shall have ten (10) business days after Landlord's Initial\nGenerator Notice is given to Tenant to give Landlord the Back-up Electricity\nNotice, provided further, that if Tenant shall fail to give Landlord the Back-up\nElectricity Notice within such ten (10) business day period, Tenant shall be\ndeemed to have waived its right under this Sub-Article to receive the number of\namperes of \"back-up\" electricity (at 460\/480 volts) representing the deficiency\nset forth in Landlord's Initial Generator Notice, provided further that if\nTenant shall give Landlord the Back-up Electricity Notice within such ten (10)\nbusiness day period, Tenant shall be obligated to make the additional rent\npayments (with respect to the number of amperes of back-up\" electricity (at\n460\/480 volts) representing the deficiency set forth in Landlord's Initial\nGenerator Notice) set forth in the immediately succeeding sentence hereof for a\nminimum of five (5) years (the \"Minimum Period\") from the Generator Payment\nCommencement Date (as hereinafter defined). If Tenant shall give Landlord the\nBack-up Electricity Notice as provided above, Tenant shall pay Landlord\nadditional rent per annum therefor equal to the product of (i) $100.00 and (ii)\nthe number of amperes of \"back-up\" electricity elected to be received (and not\npreviously waived) by Tenant in the Back-up Electricity Notice, payable in\nmonthly installments at the same time and in the same manner as the fixed rent\nwhether or not (i) there shall be any such failure of electricity or (ii) Tenant\nshall be actually receiving such back-up electricity from the building\ngenerator, commencing on the earlier of (x) the date that Tenant shall complete\nits connection to the building generator or (y) the 90th day after the day\nTenant shall give Landlord the Back-up Electricity Notice (such earlier date,\nthe \"Generator Payment Commencement Date\").\n\n(2) If at any time after Tenant shall have given Landlord the Back-up\nElectricity Notice, another tenant or tenants, or prospective tenant or tenants,\nof space in the building shall require \"back-up\" electricity from the building\ngenerator and Landlord shall not have sufficient capacity in excess of the\nnumber of amperes of \"back-up\" electricity elected by Tenant in the Back-up\nElectricity Notice to meet the needs of such tenant or tenants or prospective\ntenant or tenants, Landlord may give written notice or notices of the deficiency\n(each a \"Landlord's Second Generator Notice\") to Tenant. Tenant shall thereupon\nhave ten (10) business days after a Landlord's Second Generator Notice is given\nto Tenant to give Landlord notice (each a \"Tenant's Generator Election Notice\")\nthat Tenant either elects (i) to cancel its right to receive back-up electricity\nunder this Sub-Article with respect to the number of amperes of \"back-up\"\nelectricity (at 460\/480 volts) representing the deficiency set forth in\nLandlord's Second Generator Notice, in which case, Tenant, at Tenant's sole cost\nand expense, within sixty (60) days after Tenant's Generator Election Notice\nshall be given to Landlord, shall perform, \n\n\n\n\ncomplete and fully pay for the Disconnection Work (as hereinafter defined) with\nrespect to such number of amperes of \"back-up\" electricity (at 460\/480 volts)\nset forth in Landlord's Second Generator Notice, whereupon Tenant's liability\nfor additional rent payments for \"back-up\" electricity under this Sub-Article\nwith respect to such number of amperes of \"back-up\" electricity (at 460\/480\nvolts) set forth in Landlord's Second Generator Notice shall cease (with the\nlast monthly installment therefor being prorated for the period of such month\nprior to the day such Disconnection Work has been completed and fully paid for\nby Tenant) or (ii) to be connected to the building generator with respect to the\nnumber of amperes of \"back-up\" electricity (at 460\/480 volts) representing the\ndeficiency set forth in Landlord's Second Generator Notice and to make\nadditional rent payments therefor as set forth in this SubArticle for the\nMinimum Period from the day Tenant's Generator Election Notice electing this\nclause (ii) is given to Landlord. If Tenant shall have failed to give Landlord\nTenant's Generator Election Notice on or prior to the tenth (10th) business day\nafter Landlord's Second Generator Notice shall have been given to Tenant, Tenant\nshall be deemed to have elected to proceed pursuant to clause (i) of the\nimmediately preceding sentence and Tenant shall proceed to carry out the\nprovisions of such clause (i)(with such tenth (10th) business day being deemed,\nfor the purposes of such clause (i), to be the day that Tenant's Generator\nElection Notice shall have been given to Landlord).\n\n (3) Notwithstanding anything in this Sub-Article to the contrary\n(x) as to any amounts of amperes of \"back-up\" electricity that Tenant has\nelected to receive that are not subject to a Minimum Period and (y) as to any\namperes of \"backup\" electricity that are subject to a Minimum Period and for\nwhich at least four (4) years of such Minimum Period have elapsed, Tenant shall\nthereafter be free at Tenant's sole cost and expense, upon 180 days' prior\nwritten notice to Landlord (\"Tenant's Disconnection Notice\"), to disconnect its\nconnection to the building generator and remove the equipment and wiring\npreviously providing such connection without damage to the building generator or\nthe rest of the building (referred to herein as the \"Disconnection Work\"), upon\nTenant's payment to Landlord, as additional rent, together with the giving of\nTenant's Disconnection Notice, of a lump sum equal to the aggregate of twelve\n(12) additional monthly installment payments by Tenant pursuant to clause (1) of\nthis Sub-Article (G), in each case in respect of such amperes of \"back-up\"\nelectricity being disconnected. On the 180 day after Tenant's Disconnection\nNotice shall have been given to Landlord, together with the lump sum payment\nreferred to in the immediately preceding sentence, provided that Tenant shall\nhave completed the Disconnection Work and fully paid therefor, Tenant's\nliability for additional rent payments for back-up electricity in respect of\nsuch amperes of \"back-up\" electricity being so disconnected under this\nSubArticle shall cease (with the last monthly installment thereof being prorated\nfor the period of such month prior to such 180th day).\n\n (4) If Tenant shall exercise the right to receive such back-up\nelectricity, to the extent such right shall not be waived pursuant to clause (1)\nof this Sub-Article (G), Tenant shall pay all the costs and expenses of\nconnecting to the building generator and, to the extent such right shall not be\nwaived, cancelled or terminated, Tenant shall pay Landlord additional rent at\nthe rate of $0.14 per kilowatt hour for actual usage of such back-up\nelectricity. In connection with Tenant's disconnection to the building\ngenerator, Tenant shall perform and complete, and fully pay for, the\nDisconnection Work.\n\n 40. INTENTIONALLY OMITTED:\n\n 41. CONDITION OF PREMISES:\n\n Neither Landlord nor Landlord's agents have made any representations\nor promises with respect to the physical condition of the building, the land or\nthe demised premises, the rents, leases, retable square foot area, usable square\nfoot area, expenses of operation or any other matter or thing affecting or\nrelated to the demised premises or the building except as herein expressly set\nforth and no rights, easements, or licenses are acquired by Tenant by\nimplication or otherwise except as expressly set forth in the provisions of this\nlease. Tenant acknowledges that Tenant has examined the demised premises, the\nutility systems serving the building, demised premises, and all fixtures and\nequipment in or serving the demised premises on the date hereof (including all\nconnection points to the Class E fire alarm system on the 16th floor of the\nbuilding (Landlord represents that all such points will be functional on the\nCommencement Date), it being understood that no reprogramming charges shall be\npassed through to Tenant in connection \n\n\n\n\ntherewith)(which fixtures and equipment shall remain Landlord's property and\nwhich Tenant shall not remove from the demised premises or the building and\nwhich Tenant will repair and maintain throughout the term of this lease) and is\nthoroughly acquainted with their condition and has accepted the condition\nthereof \"as-is,\" and acknowledges that the taking of possession of the demised\npremises by Tenant shall be conclusive evidence that the building, the demised\npremises and the aforementioned utility systems and fixtures and equipment were\nin good and satisfactory condition at the time possession was taken (Landlord\nrepresents that the overhead doors of loading bay #21, freight elevator # F-8\nand any other mechanical equipment in loading bay #21 shall be delivered to\nTenant in working order on the Commencement Date, except that it shall be\nTenant's responsibility as part of the Tenant Improvements to create the opening\nfor freight elevator #F-8 onto the 16th floor of the building), except as to\nlatent defects and as to the Tenant Improvements to be made by Tenant pursuant\nto Article 44 of this lease, and Landlord shall not be obligated to make any\nrepairs, alterations or installations with respect thereto, except as otherwise\nexpressly set forth herein. Landlord represents that on the Commencement Date\nthere are no violations affecting the demised premises and the demised premises\nis in conformance with all local laws and fire codes, except that there is a\nviolation affecting freight elevator #F-8, which Landlord is in the process of\nremoving and which Landlord shall complete the removal of, as soon as reasonably\npossible after the date of this lease.\n\n42. ADJUSTMENT OF RENTS FOR CHANGES IN REAL ESTATE TAXES:\n\n (A) As used herein:\n\n (i) \"Tax\" or \"Taxes\" shall mean the real estate taxes and\nassessments imposed upon the land and the building, including the taxes and\nassessment of, or for, the 34th Street Business Improvement District. To the\nextent that any assessments are payable in installments, only those installments\npayable during the Base Tax Year or any Comparative Year shall be included in\nthe Taxes for such Year. Penalties and interest on Taxes and income, franchise,\ntransfer, inheritance, capital stock and other similar taxes shall be deemed\nexcluded from the term \"Tax\" or \"Taxes\" for the purposes hereof. However, if and\nto the extent that, due to a change in the method of assessment or taxation, any\nfranchise, capital stock, capital rents, income, profits or other tax or charge\nshall be substituted for the Taxes now or hereafter imposed upon the land and\nthe building, such franchise, capital stock, capital rents, income, profits or\nother tax or charge, computed as if Landlord owned or operated no property other\nthan the land and the building, shall be deemed included in the term \"Tax\" or\n\"Taxes\" for the purposes hereof.\n\n (ii) \"Comparative Year\" shall mean each fiscal tax year from July\n1st to June 30th (or such other period as is hereafter declared to be the fiscal\ntax year of the City of New York) subsequent to and including the Base Tax Year.\n\n (iii) \"Tenant's Proportionate Tax Share\" shall mean 3.58%.\n\n (iv) \"Base Tax Year\" shall mean the fiscal tax year from July 1,\n1998 to June 30, 1999.\n\n (B) In the event that Taxes payable for any Comparative Year following\nthe Base Tax Year shall exceed the Taxes for the Base Tax Year, Tenant shall pay\nLandlord, as additional rent for such Comparative Year, an amount equal to\nTenant's Proportionate Tax Share of the excess (which amount is hereinafter\ncalled the \"Tax Payment\"). For the last Comparative Year during the term of this\nlease, the Tax Payment shall be apportioned based on the number of days of the\nterm of this lease within such Comparative Year.\n\n (C) The Tax Payment shall be based upon a statement given by Landlord\nto Tenant showing the computation of the Tax Payment, if any, payable for such\nComparative Year or the portion thereof that shall fall within the lease term,\ntogether with a copy of the relevant tax bills. For each such year (or such\nportion thereof) Tenant shall pay to Landlord additional rental, payable in\ntwelve equal monthly installments, due and payable in advance on the first day\nof each month. In the event Landlord's statement is furnished to Tenant after\nthe commencement of such Comparative Year, Tenant shall promptly pay Landlord\nany amount due to Landlord hereunder from the first day of such Comparative Year\nto the last day of the month in which such statement is rendered to Tenant.\n\n\n\n\n (D) Subject to the further provisions of this Article, Landlord shall\nbe under no obligation to contest the Taxes or the assessed valuation of the\nland and\/or building for any Comparative Year, or to refrain from contesting the\nsame, and may settle any such contest on such terms as Landlord in its sole\njudgment considers proper. If tenants of at least 65% of the total rentable area\nof the building shall, by timely notice to Landlord, request Landlord to do so,\nLandlord shall institute appropriate proceedings to reduce the Taxes for any\nComparative Year and use its best efforts to effect a reduction therein. Tenant\nshall pay its share of the reasonable costs and expenses of such proceedings and\nany litigation thereon, based upon the ratio of the rentable area of the demised\npremises to the total rentable area represented by all tenants requesting\nLandlord to institute such proceedings, as additional rent within fifteen (15)\ndays after Landlord's demand therefor, subject to recoupment from any refund\nobtained. Landlord shall not compromise, cancel or withdraw such proceedings\nwhich shall have been instituted at the request of tenants of 65% or more of the\ntotal rentable area of the building unless it shall have first notified all such\nrequesting tenants of its proposal to do so and shall have not received, within\n10 days thereafter, objections in writing from tenants of more than 50% of the\ntotal rentable area represented by such requesting tenants, accompanied by\nwritten agreements to reimburse Landlord forthwith for all of its costs and\nexpenses in connection with the proceedings and relieve Landlord of all of its\ncommitments in connection therewith, for which such objectors shall be liable\nratably according to their respective rentable areas in relation to the total\nrentable area represented by all such objectors, subject to recoupment from any\napplicable refund. Upon receipt of such objections, agreements and\nreimbursements, Landlord shall transfer the responsibility for such proceedings\nto said objectors who may carry on the same in their own names or Landlord's\nname, as may be appropriate, at their own expense and shall be entitled to\nrecoupment for all of their costs and expenses from any refund obtained, but not\notherwise. If Landlord receives a refund of Taxes covering a period wherein\nTenant has made a Tax Payment, provided that Tenant is not then in default\nbeyond all applicable notice and cure periods under the Terms, covenants and\nconditions of this lease, after deducting the expenses of such proceeding for\nwhich Landlord has not been reimbursed, Landlord shall pay to Tenant Tenant's\nProportionate Tax Share of such refund, but not more than the amount of such Tax\nPayment, such obligation to survive the termination of this lease.\n\n43. ADDITIONAL RENTAL FOR OPERATING EXPENSES:\n\n (A) As used herein:\n\n (1) \"Operating Expenses\" shall mean any or all costs and expenses\npaid or incurred by or on behalf of Landlord in connection with the operation,\ncleaning, repair, safety, management, security and maintenance of the land and\nthe building of which the demised premises are a part, not reimbursed to\nLandlord by any other tenant except pursuant to lease provisions similar to\nthose in this Article, including all expenses paid or incurred as a result of\nLandlord's compliance with any of its obligations under this lease, and such\nexpenses shall include: (i) salaries, wages, and the cost of medical, surgical,\nunion and general welfare benefits (including group life insurance) and pension,\nretirement or life insurance or similar benefit plan payments of employees\nengaged in the operation and maintenance of the common areas of the building of\nwhich the demised premises are a part who are not above the level of building\nmanager; the salaries and other benefits aforesaid of such employees servicing\nthe building shall be comparable with those of employees servicing buildings\nsimilar to the building; (ii) social security, unemployment and other payroll\ntaxes, the cost of providing disability and workmen's compensation coverage,\nuniforms and dry cleaning for the employees referred to in subdivision (i);\n(iii) the cost of all charges for electricity, gas, steam, water (including\nsewer rental), air conditioning and other fuel and utilities furnished to common\nareas of the building, including any taxes on any such utilities; (iv) the cost\nof all charges for rent, casualty, war risk insurance (if obtainable from the\ngovernment) and liability insurance for the building, such insurance to be in\nsuch reasonable amounts and for such reasonable charges as a reasonable person\nwould obtain and pay for when acting prudently in the ownership of the building;\n(v) the cost of all building and cleaning supplies, tools, materials and\nequipment for the common areas of the building and charges for telephone for the\nbuilding provided such costs and charges are comparable with those of similar\nbuildings; (vi) the cost of all charges for window cleaning, concierge, guard,\nwatchmen and other security personnel, service or system, if any, provided such\ncosts and charges are comparable with those of similar buildings; (vii) the cost\nof all structural repairs for the entire building and the cost of all repairs,\nimprovements and maintenance to the common \n\n\n\n\nareas of the building not reimbursed or paid by insurance or third parties;\n(viii) fees of the managing agent, provided such fees are comparable with those\nof managing agents of similar buildings; (ix) the cost of all charges for\nsprinkler supervisory service in the building; (x) taxes (not including Taxes,\nas defined in Article 42 or those excluded below); (xi) the cost of repairs,\nmaintenance and painting; (xii) charges of independent contractors performing\nwork included within this definition of Operating Expenses; (xiii) legal,\naccounting and other professional fees and disbursements incurred in connection\nwith the operation and management of the building; (xiv) decorations (not\nincluding individual tenants' premises); (xv) depreciation of hand tools and\nother movable equipment used in the operation, cleaning, repair, safety,\nmanagement, security or maintenance of the building; (xvi) association fees and\ndues; and (xvii) exterior and interior landscaping. To the extent that any item\nof Operating Expenses reasonably varies with the tenant occupancy level of the\nbuilding; (xvi) association fees and dues and (xvii) exterior and interior\nlandscaping. To the extent that any item of Operating Expenses reasonably varies\nwith the tenant occupancy level of the building, such item of Operating Expenses\nshall be calculated as if 95% of the rentable square footage of the building had\nbeen leased to tenants; provided, however, if during any Operational Year\nsubsequent to the Expense Base Year the occupancy rate is greater than 95%, then\nLandlord shall use such higher percentage for determining the variable expenses\nfor such Operational Year, and shall recalculate the Expense Base Year with\nrespect to such variable expenses as if the occupancy rate for the Expense Base\nYear were the same as the occupancy rate for such Operational Year for which\nsuch comparison is being made.\n\n\"Operating Expenses\", however, shall not include\n\n (i) real estate taxes;\n\n (ii) assessments;\n\n (iii) mortgage interest, principal, late fees, origination fees\n and amortization;\n\n (iv) rent under a ground, underlying or superior lease;\n\n (v) maintenance of areas and facilities used exclusively by\n one tenant, the cost of which is reimbursable to\n Landlord;\n\n (vi) brokerage commissions in connection with leasing or\n mortgages;\n\n (vii) costs of repairs or replacements incurred by reason of\n fire or other casualty or condemnation; and\n\n (viii) expenditures for capital improvements other than those\n which under generally applied real estate practice are\n expenses or regarded as deferred expenses and other than\n capital or structural expenditures made by reason of\n legal requirements or insurance requirements (except that\n any expenditures for capital improvements required by\n Local Law No. 5 of the City of New York shall not be\n deemed \"Operating Expenses\" hereunder), in any of which\n cases the cost thereof shall be included in Operating\n Expenses for the Operational Year in which the costs are\n incurred and subsequent Operational Years, amortized on a\n straight-line basis over an appropriate period based upon\n the estimated useful life of the improvement, with an\n interest factor equal to the Interest Rate referred to in\n Article 56(B) hereof, at the time of Landlord's having\n made such expenditure.\n\n Notwithstanding anything in this Article to the contrary, the\nfollowing costs and expenses shall be excluded or deducted from Operating\nExpenses, as applicable: (1) costs of constructing, altering, painting and\ndecorating for any tenant's or other occupant's space; (2) expenses incurred for\nconstruction to prepare space in the building for lease to other parties; (3)\nLandlord's income and franchise taxes; (4) depreciation of the building; (5)\nadvertising and promotional costs in connection with leasing space in the\nbuilding to third parties or the sale of the building or any portion thereof;\n(6) attorneys' fees and expenses in connection with leasing activities, a sale\nor financing of the building (or any portion thereof), or litigation with, or\ndisputes or negotiations relating to, tenants, subtenants or other occupants of\nthe building or \n\n\n\n\ncontractors or materialmen performing work or supplying materials for space\nleased to tenants, subtenants or other occupants of the building; (7) amounts\nrecovered by Landlord as insurance proceeds or condemnation awards to the extent\nthey are compensation for sums previously included in Operating Expenses\nhereunder or which Landlord would have received had it maintained the insurance\nrequired of Landlord hereby; (8) that portion of the salaries, benefits and\nother compensation of Landlord's part-time employees which does not relate to\nservices performed in the building; (9) amounts paid to any principals of\nLandlord and their families and its affiliates if and only to the extent that\nthey exceed the amounts which would have been paid in the absence of such\nrelationship; (10) the cost of electricity furnished to the demised premises or\nany other space leased to tenants or occupants of the building; (11) charitable\ndonations and voluntary contributions of Landlord; (12) the costs of leasehold\nimprovements contributed to or made for tenants of the building in order to\nprepare portions of the building for occupancy by a new tenant; (13) the cost of\nany repair or other work necessitated by the gross negligence or willful\nmisconduct of Landlord or its agents or employees or contractors or by\ncondemnation, fire or other casualties; (14) any damages paid or incurred as a\nresult of any gross negligence or willful misconduct, or any breach of any lease\nof space in the building, by Landlord or any of its agents or employees, and any\nattorneys' fees, disbursements and other costs paid or incurred in the\ninvestigation, defense and settlement of claims therefor; (15) the costs for\nsculptures, paintings and other objects of fine art purchased by Landlord and\nlocated within or outside the building; (16) the costs of performing work or\nfurnishing services to or for any tenant, other than Tenant, at Landlord's\nexpense to the extent same is in excess of any work or services provided to\nTenant or generally to tenants at Landlord's expense. Operating Expenses shall\nalso exclude or be reduced by, as applicable, any sums actually received by\nLandlord (other than pursuant to an operating expense escalation provision\nsimilar to that in this Article) from any unaffiliated third party with respect\nto an item or cost that is otherwise included in Operating Expenses.\n\n If Landlord shall purchase any item of capital equipment or make any\ncapital expenditure which has the effect of reducing the expenses which would\notherwise be included in Operating Expenses, then the costs of such capital\nequipment or capital expenditure are to be included in Operating Expenses for\nthe Operational Year in which the costs are incurred and subsequent Operational\nYears, amortized on a straight-line basis over such period of time as Landlord\nreasonably estimates such savings or reductions in Operating Expenses are\nexpected to equal Landlord's costs for such capital equipment or capital\nexpenditure with an interest factor equal to the Interest Rate referred to in\nArticle 56(B) hereof at the time of Landlord's having made said expenditure. If\nLandlord shall lease any items of capital equipment designed to result in\nsavings or reductions in expenses which would otherwise be included in Operating\nExpenses, then the rentals and other costs paid pursuant to such leasing shall\nbe included in Operating Expenses for the Operational Year in which they were\nincurred.\n\n (2) \"Operational Year\" shall mean each period of twelve consecutive\ncalendar months subsequent to and including the Expense Base Year.\n\n (3) \"Projected Operating Expenses\" shall mean the Actual Operating\nExpenses for the prior Operational Year plus or minus known fixed increases or\ndecreases. The resultant amount shall be used as a basis for determining the\nadditional rental payable by Tenant for the next succeeding Operational Year.\n\n (4) \"Actual Operating Expenses\" shall mean the total of all Operating\nExpenses incurred by Landlord for the preceding Operational Year and shall be\nused as a basis of adjustment as provided in Sub-Article 43(B).\n\n (5) \"Expense Base Year\" shall mean the calendar year 1998.\n\n (6) \"Tenant's Proportionate Operating Share\" shall be 3.584%.\n\n (B) If the Operating Expenses for any Operational Year shall be greater\nthan the Operating Expenses for the Expense Base Year, Tenant shall pay to\nLandlord Tenant's Proportionate Operating Share of the difference, except that\nif the term of this lease shall expire on any day other than the 31st day of\nDecember, then, for the Operational Year in which the term of this lease shall\nexpire, Tenant shall pay to Landlord Tenant's Proportionate Operating Share of a\nfraction of such difference, the denominator of which shall be 365 and the\nnumerator of \n\n\n\nwhich shall be the number of days that shall have elapsed from January 1st of\nsuch Operational Year to and including the date of the expiration of the term of\nthis lease.\n\n Tenant shall pay Landlord as additional rental on the first day of each\nmonth in advance, commencing no earlier than January 1, 1999, a sum equal to\none-twelfth of Tenant's Proportionate Operating Share of the excess, if any, of\nthe Projected Operating Expenses for the current Operational Year over the\nActual Operating Expenses for the Expense Base Year. In the event Landlord's\nstatement therefor is furnished to Tenant after the commencement of such current\nOperational Year, Tenant shall pay Landlord, within ten (10) days after demand\ntherefor, any amount due to Landlord under the preceding sentence hereof from\nthe first day of such current Operational Year to the last day of the calendar\nmonth in which such statement is rendered to Tenant. As soon as the same is\navailable after the expiration of each Operational Year, Landlord shall furnish\nTenant a written detailed statement of the Actual Operating Expenses incurred\nfor such Operational Year, accompanied by a certified financial statement. In\nthe event that such statement discloses that the additional rental paid by\nTenant as Tenant's Proportionate Operating Share of the excess of the Projected\nOperating Expenses for such Operational Year over the Actual Operating Expenses\nfor the Expense Base Year was in excess (the \"Excess\") of Tenant's Proportionate\nOperating Share of the excess of the Actual Operating Expenses for such\nOperational Year over the Actual Operating Expenses for the Expense Base Year,\nthen and in such event the amount of the Excess shall be credited by Landlord to\nany amounts of fixed rent or additional rent thereafter payable by Tenant. In\nthe event that the statement discloses that Tenant's Proportionate Operating\nShare of the excess of the Actual Operating Expenses for such Operational Year\nover the Actual Operating Expenses for the Expense Base Year exceeded the amount\npaid by Tenant as Tenant's Proportionate Operating Share of the excess of the\nProjected Operating Expenses for such Operational Year over the Actual Operating\nExpenses for the Expense Base Year, Tenant shall pay to Landlord, within ten\n(10) days after the rendition of such statement, the amount of the deficiency\nshown on said statement.\n\n Landlord's and Tenant's obligations hereunder with respect to periods\nwithin the term of this lease shall survive the expiration of the term of this\nlease. All payments hereunder shall be additional rent.\n\n (C) Every notice or statement given by Landlord pursuant to Sub-Article (B)\nshall be conclusive and binding upon Tenant unless (i) within one (1) year after\nthe receipt by Tenant of such notice or statement (including with regard to the\nActual Operating Expenses for the first Operational Year after the Expense Base\nYear), Tenant shall notify Landlord that it disputes the correctness of the\nnotice or statement, specifying the particular respects in which the notice or\nstatement is claimed to be incorrect, and (ii) if such dispute shall not have\nbeen settled by agreement, Tenant shall submit the dispute within 45 days after\nmailing of Tenant's notice of dispute to a reputable independent firm of\ncertified public accountants, selected by Landlord and approved by Tenant, which\napproval shall not be unreasonably withheld or delayed, and which approval shall\nbe given as long as such certified public accounting firm is one of the\nfollowing accounting firms: Ernst & Young, Price Waterhouse, Arthur Andersen,\nKPMG Peat Marwick, Coopers & Lybrand and Deloitte & Touche, and not regularly\nemployed by Landlord or any affiliate of Landlord. The accountants shall be\npermitted to select only Landlord's position or Tenant's position, and the\ndecision of such accountants shall be conclusively binding upon the parties. The\nfees and expenses involved in such decision shall be borne by the unsuccessful\nparty. Pending the determination of such dispute by agreement or decision of the\naccountants as aforesaid, Tenant shall pay additional rent in accordance with\nLandlord's notice or statement and such payment shall be without prejudice to\nTenant's position. If such accountants shall determine that Landlord's statement\noverstated the amount of the payment for the applicable period, Tenant shall be\nentitled to credit the excess amount paid by it against the next accruing\nmonthly installments of fixed rent and additional rental hereunder, with\ninterest at the Interest Rate.\n\n (D) Landlord agrees to cause its managing agent to keep complete and\naccurate books and records of Operating Expenses and to grant Tenant reasonable\naccess to the books and records of Landlord's managing agent for the purpose of\nverifying Operating Expenses and to furnish Tenant at Tenant's expense copies of\nany and all bills and vouchers relating thereto \n\n\n\n\nreasonably requested by Tenant. Tenant recognizes the confidential nature of\nsuch books, records, bills and vouchers and agrees to maintain the information\nobtained in strict confidence.\n\n44. TENANT'S INITIAL WORK AND LANDLORD'S WORK CONTRIBUTION:\n\n (A) Tenant intends to perform Tenant Improvements (as hereinafter defined),\nin compliance with Articles 3 and 45 and all the other terms, covenants and\nconditions of this lease, and incur Tenant Improvement Expenses (as hereinafter\ndefined) in connection with Tenant's initial occupancy of the demised premises\nand Landlord has agreed to provide Landlord's Work Contribution to Tenant, in\naccordance with and subject to the terms and conditions of this Article 44 and\nthe other terms and conditions of this lease, to enable Tenant to fund the\nTenant Improvement Expenses.\n\n As used in this lease, the following terms shall have the following\nmeanings:\n\n (1) \"Landlord's Work Contribution\" shall mean an amount not more than\n$2,954,040.\n\n (2) \"Tenant Improvements\" shall mean only alterations, additions,\ninstallations, decorations, furniture, fixtures, furnishings and equipment in\nand to the demised premises upon Tenant's initial occupancy of the demised\npremises, including construction, design, architectural and engineering fees and\nconsultants' fees, but excluding attorneys' or accountants' fees, and excluding\ncosts of repairs, maintenance, insurance, utilities, and other expenses required\nto be incurred by Tenant by any provision of this lease; included in the term\n\"Tenant Improvements\" shall be the following work:\n\n (a) HVAC SYSTEM. Furnishing and installation of a 200 ton HVAC\nsystem on the upper roof of the 16th floor of the building, with the\nspecifications therefor to be determined by Tenant, subject to Landlord's prior\nwritten consent, not to be unreasonably withheld or delayed.\n\n (b) DEMOLITION. Demolition of the entire premises, including\nremoval of all SAC units and equipment used by prior tenants, located in the\ndemised premises on the date of this lease.\n\n (c) PERIMETER HEATING. Furnishing and installation of perimeter\nheating throughout the demised premises.\n\n (d) ADA COMPLIANT BATHROOMS. Furnishing and installation of new\nADA compliant men's and ladies' bathrooms in the demised premises consistent\nwith such bathrooms on the 11th and 12th floors of the building.\n\n (e) FLOOR. Removal of the waterproof membrane from the skating\nrink area, raising the skating rink area so that it is level with the balance of\nthe floor and patching and leveling the entire floor consistent with industry\nstandards.\n\n (f) BASE BUILDING ASBESTOS AND OTHER HAZARDOUS MATERIAL.\nObtaining and providing Form ACP-5 and Form ACP-7 in connection with Tenant's\napplication to the Building Department for an alterations permit, and removal of\nall hazardous material, including asbestos (including any asbestos in the floor\nmembrane of the demised premises), in the demised premises on the date of this\nlease.\n\n (3) \"Tenant Improvement Expenses\" shall mean only Tenant's\nout-of-pocket expenses incurred in performing Tenant Improvements.\n\n (B) Subject to the terms and provisions hereof, Landlord shall disburse\namounts to Tenant from Landlord's Work Contribution to reimburse Tenant for the\nTenant Improvement Expenses. If after disbursement to Tenant of all amounts\nnecessary to reimburse Tenant for all Tenant Improvement Expenses, there remain\namounts of Landlord's Work Contribution which have not been disbursed, Landlord\nshall have no further obligation to pay any such undisbursed amounts to Tenant.\n\n\n\n\n (C) Tenant shall perform the Tenant Improvements in accordance with all the\nterms, covenants and conditions of Articles 3 and 45 of this lease and of this\nArticle. The Tenant Improvements shall be performed in a good and workmanlike\nmanner, using new materials and in accordance with good construction practice\nand in substantial accordance with Tenant's plans, as approved by Landlord as\nprovided in Articles 3 and 45 of this lease. Tenant shall have the right to\nemploy contractors of its choosing to perform the Tenant Improvements, subject\nto Landlord's approval, not to be unreasonably withheld or delayed. If Landlord\nshall not disapprove Tenant's plans and specifications and Tenant's contractors,\nstating in reasonable detail the reasons for such disapproval, within ten (10)\nbusiness days after Landlord shall have received Tenant's submission thereof,\nsuch plans and specifications and such contractors submitted by Tenant, as the\ncase may be, shall be deemed approved by Landlord.\n\n (D) To the fullest extent permitted by law, Tenant shall indemnify and hold\nharmless Landlord from and against all claims, actions and proceedings commenced\nby third parties, including any entities or persons in any way related to or\naffiliated with Tenant, Tenant's contractors, subcontractors, and their\nrespective suppliers and materialmen, arising out of or resulting from the\nperformance of the Tenant Improvements and any applicable law pertaining to such\nperformance, including all damages, losses, fines, penalties and reasonable\nattorneys' fees and disbursements resulting from any such claim, action or\nproceeding, to the extent that any such claim, damage, fine, penalty, loss or\nexpense (A) (1) is attributable to bodily injury, sickness, disease or death, or\nto injury to or destruction of tangible property (other than the Tenant\nImprovements themselves), and (2) is caused by the act, carelessness, neglect or\nimproper conduct of Tenant, any architect, contractor, engineer or subcontractor\nto the extent retained by and\/or acting on behalf of Tenant, anyone directly or\nindirectly employed by any one of them or any party for whose acts any of them\nmay be liable, or (B) arises out of or is attributable to Tenant's failure to\ncomply with any legal requirements or insurance requirements pertaining to the\nperformance of Tenant Improvements, including the requirement to obtain all\ninitial certificates and permits necessary for Tenant to initially occupy the\ndemised premises which Tenant is, by the terms of this lease, required to\nobtain; provided that no such indemnity shall exist to the extent that any of\nthe foregoing liability is attributable to the negligence or willful misconduct\nof Landlord, its agents, contractors or employees (but Tenant and Tenant's\nagents, contractors or employees shall not be deemed to be agents, contractors\nor employees of Landlord).\n\n (E) (1) Tenant shall submit monthly requisitions upon receipt to Landlord\n(\"Work Requisitions\") with respect to Tenant Improvements, setting forth in\nreasonable detail and in accordance with mutually agreed upon trade payment\nbreakdowns and on the percentage of completion basis provided in accordance with\nthe contract in question (i) the cost incurred by Tenant (\"Tenant's Work Cost\")\nin connection with such Tenant Improvements during the preceding month and, to\nthe extent not covered by an earlier Work Requisition, in any prior month, which\ncost shall include the cost of any materials or equipment to be included in such\nwork and either stored on the job site or if not, then stored elsewhere and\nrequired to be paid for under the contract in question, or any sums paid or\ndeposited on account of any materials or equipment to be furnished or installed\nin connection with such work, and Tenant shall attach thereto invoices\nsubstantiating the payment of such costs, and (ii) the sums held back or\nretained by Tenant for such billing period from the Tenant's general contractor\nor construction manager, as the case may be, and others in connection with\nTenant Improvements, which shall equal such reasonable retainage as Tenant shall\nhave negotiated. The amount requested shall equal the amount determined under\nclause (i) less the amount determined under clause (ii). Each Work Requisition\nshall be accompanied by a certificate of Tenant's general contractor or\nconstruction manager, as the case may be, and of Tenant's architect that the\nTenant Improvements performed were performed substantially in accordance with\nTenant's plans, as approved by Landlord, and a certificate of Tenant's Chief\nFinancial Officer certifying that all costs for which Tenant seeks reimbursement\nhave been incurred by Tenant, and were not previously reimbursed by Landlord to\nTenant hereunder and all such costs are Tenant Improvement Expenses.\n\n (2) Within 10 days after the receipt of each such Requisition,\nLandlord shall issue a certificate of payment, together with payment of all\namounts set forth in such certificate, to Tenant for the amount of such\nRequisition which Landlord determines is properly due. If Landlord determines\nthat all or any part of a Requisition is not properly due, Landlord shall give\nnotice to Tenant, within such 10-day period, setting forth in reasonable detail\nthe grounds \n\n\n\n\ntherefor. Grounds, among others, upon which Landlord may determine that the\namount of a Work Requisition is not properly due are (i) defective work which\nhas not been corrected and the aggregate cost of correction is greater than the\naggregate amount of the then existing retainage being held under contracts for\nsuch work, (ii) work (other than defective work) which has not been performed\nsubstantially in accordance with Tenant's plans, as approved by Landlord and\n(iii) any material inaccuracies in the Work Requisition, including the\npercentage of completion achieved, if applicable. Landlord shall nonetheless\nissue a certificate of payment and make payment with respect to the portion of\nthe Requisition that is so approved by Landlord. When such grounds are removed,\nLandlord shall certify for payment and make payment of the amount that Landlord\npreviously determined should be withheld because of them.\n\n (3) With respect to each Requisition, the amount thereof shall be\ndeemed due from and paid by Landlord as a charge against Landlord's Work\nContribution in accordance with Subdivision (5) below until Landlord's Work\nContribution shall have been exhausted, and thereafter Tenant shall pay all\namounts necessary to complete the Tenant Improvements.\n\n (4) Tenant shall have the right to dispute any determination made by\nLandlord under subdivision (2) above by submitting such dispute to speedy\narbitration before the American Arbitration Association in New York City, to be\ndecided in accordance with its rules, except that the arbitrators shall be free\nto select as their decision only Landlord's position or Tenant's position and\nthe substantially unsuccessful party shall pay the costs and expenses, including\nreasonable attorneys' fees, of the substantially successful party.\n\n (5) Notwithstanding anything to the contrary contained in this\nArticle, if at the time any Requisition is paid or required to be paid, Tenant\nshall be in default under any of the terms of this lease, Landlord shall have no\nobligation to pay any Requisition, whether or not approved, and Tenant shall\nadvance the full amount of such Requisition, but only in the event Tenant shall\ncure such default Landlord shall promptly reimburse Tenant for such payment (or\npay such Requisition, as the case may be, to the extent that Tenant shall have\nnot prior thereto advanced payment of such Requisition) to the extent of any\nLandlord's Work Contribution which has not been exhausted.\n\n (F) Tenant shall, within 30 days after executing the contract with its\ngeneral contractor or construction manager for the Tenant Improvements and each\n30 days thereafter, furnish to Landlord, solely for information purposes, a\ncurrent reasonably estimated, progress schedule with respect to the performance\nof the Tenant Improvements.\n\n (G) To the extent possible, Tenant shall arrange to perform the Tenant\nImprovements so that as little overtime work as possible is performed and as few\nadditional personnel are used, and Landlord shall cooperate with Tenant in\nconnection therewith, so that the Tenant Improvements shall be performed as\nefficiently as possible.\n\n (H) Prior to final payment for the Tenant Improvements, Tenant shall cause\nthe general contractor or construction manager, as the case may be, to deliver\nto Landlord all of the mylar reproducible \"as-built\" drawings for the Tenant\nImprovements, as well as a single shop drawing showing all mechanical and\nsprinkler installations and lighting fixtures within hung ceilings of each\nportion of the demised premises which was submitted by the general contractor or\nconstruction manager, as the case may be, and approved by Landlord prior to the\ninstallation of such work.\n\n (I) Each contract or subcontract which Tenant, its general contractor or\nconstruction manager enters into with respect to the performance of any portion\nof the Tenant Improvements shall provide in substance that the contractor or\nsubcontractor, as the case may be, shall not be paid for any defective work\nwhich has not been remedied; provided that Tenant may elect to advance all or\nany part of such withheld funds to pay for any such defective work without\nreimbursement from Landlord, and Landlord shall so reimburse Tenant in\naccordance with and subject to the terms of this Article when such defect is\nremedied.\n\n (J) Notwithstanding any provision of this Article to the contrary, any item\nwhich this Article expressly provides to be paid or deemed due from Landlord as\na charge against Landlord's Work Contribution shall only be required to be paid\nby or deemed due from Landlord to the extent such item, when aggregated with the\namount of all other items previously charged \n\n\n\n\nagainst Landlord's Work Contribution, shall not exceed the total sum of\nLandlord's Work Contribution.\n\n (K) If Landlord shall fail to make payment to Tenant of any Requisition\nwhich is required to be paid to Tenant under this Article and if Tenant shall\nrecover a final judgment against Landlord as a result of such failure of\nLandlord, Tenant may offset the amount of such final judgment against the fixed\nrent and additional rent thereafter coming due under this lease. The\nsubstantially prevailing party in Tenant's action to obtain such final judgment\nshall be entitled to recover its reasonable legal fees in such action against\nthe other party to such action. If Landlord is such substantially prevailing\nparty, the amount of Landlord's reasonable legal fees shall be deemed to be\nadditional rent under this lease, due and payable within ten (10) days after\nLandlord's demand therefor, and if Tenant is such substantially prevailing\nparty, the amount of Tenant's reasonable legal fees may be offset against the\nfixed rent and additional rent thereafter coming due under this lease.\n\n45. TENANT'S CHANGES:\n\n Supplementing the provisions of Article 3:\n\n (A) Tenant may from time to time during the term of this lease with\nLandlord's prior written consent, not to be unreasonably withheld or delayed, at\nTenant's expense, make such alterations, installations, additions, improvements\nand decorations (including, without limitation, construction of a mezzanine to\nthe maximum size permitted by applicable law (and the same shall not be the\nbasis for an increase in fixed rent or additional rent), and installation of\nskylights within the demised premises through the upper roof of the 16'h floor\nof the building, subject to all of the other terms and conditions of this\nArticle and of the remainder of this lease and subject to Landlord's right, in\nLandlord's sole discretion, to require Tenant at the expiration of the term of\nthis lease, at Tenant's sole cost and expense, to remove such mezzanine and\nskylights and to restore the affected areas to their condition existing\nimmediately prior to the construction of such mezzanine and skylights, Landlord\nagreeing to cooperate, at no cost or expense to Landlord, with Tenant in\nconnection with Tenant's obtaining all necessary governmental approvals for the\nconstruction and installation of such mezzanine and skylights) (hereinafter\ncollectively called \"changes\" and as applied to changes provided for in this\nArticle, \"Tenant's Changes\", it being understood and agreed that such term\nincludes all Tenant Improvements, as such term is defined in Article 44, and all\nwork which any other provision of this lease authorizes Tenant to perform, it\nbeing understood that, notwithstanding the provisions of Article 44 or any other\nsuch provision of this lease, such work shall be performed subject to the terms\nand conditions of this Article), in and to the demised premises, but excluding\nstructural changes or changes adversely affecting the systems of the building,\nas Tenant may reasonably consider necessary or desirable for the conduct of its\nbusiness in the demised premises on the following conditions:\n\n (i) The strength of the building, or of any of the columns and beams\nof the building shall not be affected.\n\n (ii) No part of the building outside of the demised premises shall be,\ndirectly or indirectly, physically or aesthetically affected.\n\n (iii) The proper functioning of any of the mechanical, electrical,\nsanitary and other service systems of the building shall not be adversely\naffected, or the usage of such systems by Tenant shall not be materially\nincreased.\n\n (iv) In performing the work involved in making such changes, Tenant\nshall be bound by and observe all of the conditions and covenants contained in\nthe following sections of this Article, in all the other Articles of this lease,\nand in the Rules and Regulations.\n\n (v) Before proceeding with any change Tenant shall submit to Landlord\nplans and specifications for the work to be done. If Landlord shall not\ndisapprove the plans and specifications submitted by Tenant, stating in\nreasonable detail the reasons for such disapproval, within ten (10) business\ndays (or with respect to the plans and specifications for the construction of\nthe mezzanine and installation of skylights, within fifteen (15) business days)\nafter Landlord shall have received Tenant's submission thereof, such plans and\nspecifications submitted by Tenant shall be deemed approved by Landlord.\n\n\n\n\n (vi) In Landlord's reasonable judgment, the outside appearance of the\nbuilding shall not be adversely affected, except that changes may be made to the\nRoof\/Set-Back Area as provided in Article 59 of this lease.\n\n (vii) All contractors and subcontractors shall be selected by Tenant\nfrom Landlord's list of approved contractors and subcontractors, and if Tenant\nuses any of the contractors or subcontractors on Landlord's list, such\ncontractors or subcontractors shall be deemed approved by Landlord for the work\nfor which Tenant has requested such list, or if none of such contractors or\nsubcontractors on Landlord's list are acceptable to Tenant, Tenant shall submit\nthe names of the contractors or subcontractors which Tenant desires to use, for\nLandlord's consent, which shall not be unreasonably withheld or delayed. If\nLandlord shall not disapprove the contractors or subcontractors submitted by\nTenant, stating in reasonable detail the reasons for such disapproval, within\nten (10) business days after Landlord shall have received Tenant's submission\nthereof, such contractors or subcontractors submitted by Tenant shall be deemed\napproved by Landlord. It is understood that this clause (vii) applies to repairs\nto be made by Tenant pursuant to Article 4 of this lease.\n\n (viii) Tenant shall reimburse Landlord on demand, as additional rent,\nfor Landlord's actual out-of-pocket expenses incurred in connection with\nLandlord's review of plans and other construction documents (as well as any\nother review work provided elsewhere in this lease).\n\n (ix) Landlord may require Tenant to perform all such work at such\ntimes and in such manner as to minimize interference with the use of the\nbuilding by the other tenants and occupants thereof, including, if necessary,\nperforming such work on an \"overtime\" basis where it is reasonably anticipated\nthat there may be such interference.\n\n (x) Tenant shall use William Vittacco Associates, presently located at\n60 Hudson Street in Manhattan, or its successor if such firm as Tenant's\nexpediters for matters relating only to the change to the Certificate of\nOccupancy.\n\n Notwithstanding the foregoing, Tenant may, without the consent of\nLandlord, paint, carpet and perform similar decorative changes, and may make\nother non-structural changes to the demised premises, that cost $100,000 or less\nat any one time, provided that such changes do not adversely affect the\nstructure or systems of the building and do not affect space outside the demised\npremises.\n\n (B) Tenant, at its expense, shall obtain all necessary governmental and\nquasi-governmental permits, approvals and certificates for the commencement and\nprosecution of Tenant's Changes before performing any Tenant's Changes, and for\nfinal approval thereof upon completion, and shall cause Tenant's Changes to be\nperformed in compliance therewith and with all applicable laws and requirements\nof public authorities, and with all applicable requirements of insurance bodies,\nand in good and workmanlike manner, using materials and equipment at least equal\nin quality and class to the original installations in the building. All fixtures\nand all paneling, partitions (except to the extent moveable without damage to\nthe demised premises), railings and like installations and all other property\ninstalled by Tenant shall be deemed to be part of the demised premises. Tenant's\nChanges shall be performed in such manner as not to unreasonably interfere with\nor delay or impose any additional expense Upon Landlord in the maintenance or\noperation of the building unless Tenant shall indemnify Landlord therefor to the\nlatter's reasonable satisfaction. Throughout the performance of Tenant's\nChanges, Tenant, at its expense shall carry, or cause to be carried, with\nrespect to all workmen performing the same workmen's compensation insurance in\nstatutory limits and general liability, personal and property damage insurance\nfor any occurrence in or about the building arising out of the work, the\npolicies and certificates for which shall name Landlord and its agents as\nparties insured, in such limits as Landlord may reasonably prescribe, with\ninsurers satisfactory to Landlord. Tenant shall furnish Landlord with reasonably\nsatisfactory evidence that such insurance is in effect at or before the\ncommencement of Tenant's Changes and, on request, at reasonable intervals\nthereafter during the continuance of Tenant's Changes. In Landlord's sole\ndiscretion, at the expiration of the term, Tenant, at Tenant's sole cost and\nexpense, shall remove any alterations made by Tenant (or Landlord on Tenant's\nbehalf) to the Roof\/Set-Back Area and restore the affected area to its condition\nexisting immediately prior to the construction of such alterations. In\nLandlord's sole discretion, at the expiration of the term, Tenant shall also be\nrequired, at Tenant's sole cost and \n\n\n\n\nexpense, to remove the mezzanine and skylights, as provided above, and any\ninstallations which are special to Tenant's use of the demised premises, such\ninstallations including by way of example only, internal stairways, health\nfacilities, cafeterias, computer rooms, vaults and safes of unusual size,\nantennae, microwave dishes and any improved penetrations to the exterior of the\nbuilding, and to restore the affected areas to their condition existing\nimmediately prior to the construction of such installations, but Tenant shall\nnot be required to remove any other installations at the expiration of this\nlease.\n\n (C) Tenant, at its expense, and with diligence and dispatch, shall procure\nthe cancellation or discharge of all notices of violation arising from or\notherwise connected with Tenant's Changes which shall be issued by the\nDepartment of Buildings or any other public authority having or asserting\njurisdiction. Tenant shall defend, indemnify and save harmless Landlord against\nany and all mechanic's and other liens filed in connection with Tenant's\nChanges, including the liens of any conditional sales of, or chattel mortgages\nupon, any materials, fixtures or articles so installed in and constituting part\nof the demised premises and against all costs, expenses and liabilities incurred\nin connection with any such liens, conditional sale or chattel mortgage or any\naction or proceeding brought thereon. Tenant, at its expense, shall procure the\nsatisfaction or discharge by bonding or otherwise of all such liens within\nthirty (30) days after Landlord makes written demand therefor. However, nothing\nherein contained shall prevent Tenant from contesting in good faith and at its\nown expense any such notice of violation provided that:\n\n (1) Landlord shall not be subject to criminal penalty or to\nprosecution for a crime (unless such prosecution is stayed) nor shall the\ndemised premises or any part thereof be subject to being condemned or vacated,\nby reason of noncompliance or otherwise by reason of such contest;\n\n (2) Tenant shall defend, indemnify and hold harmless Landlord against\nall liability, loss or damage which Landlord shall suffer by reason of such\nnon-compliance or contest, including reasonable attorney's fees and other\nexpenses reasonably incurred by Landlord;\n\n (3) such non-compliance or contest shall not constitute or result in\nany violation of any superior lease or superior mortgage, or if such superior\nlease and\/or superior mortgage shall permit such non-compliance or contest on\ncondition of the taking of action or furnishing of security by Landlord, such\naction shall be taken and such security shall be furnished at the expense of\nTenant; and\n\n (4) Tenant shall keep Landlord advised as to the status of such\nproceedings.\n\n Without limiting the application of subdivision (1) above thereto,\nLandlord shall be deemed subject to prosecution for a crime within the meaning\nof said subdivision, if Landlord, or any officer of Landlord individually, is\ncharged with a crime of any kind or degree whatever, whether by service of a\nsummons or otherwise, unless such charge is withdrawn before Landlord or such\nofficer (as the case may be) is required to plead or answer thereto.\n\n (D) Landlord shall cooperate with Tenant to procure and maintain, without\nexpense or liability on the part of the Landlord (unless indemnified to\nLandlord's reasonable satisfaction), any of the governmental permits and\ncertificates referred to in \"(B\") above.\n\n (E) Tenant agrees that the exercise of its rights pursuant to the\nprovisions of this Article shall not be done in a manner which would create any\nwork stoppage, picketing, labor disruption or dispute or violate union contracts\naffecting the land and building nor unreasonable interference with the business\nof Landlord or any tenant or occupant of the building.\n\n (F) Tenant shall defend, indemnify and save harmless Landlord from and\nagainst any damage to the building and from and against any claims for damages\nor injuries or loss of life resulting from all demolition and construction in\nconnection with Tenant's Changes, except to the extent any of the foregoing are\ncaused by the negligence of Landlord, its agents, contractors or employees.\n\n\n\n\n46. BROKER:\n\n Tenant warrants and represents that it has dealt with no brokers other than\nInsignia\/Edward S. Gordon Company Inc. (\"Gordon\") and Newmark & Company Real\nEstate, Inc. (\"Newmark\") in connection with this lease. Tenant agrees to\nindemnify, defend and hold Landlord harmless, including reasonable attorneys'\nfees and expenses, against any claims for brokerage commission in connection\nwith this lease arising out of any conversations or negotiations had by Tenant\nwith any broker other than Gordon and Newmark. Landlord will pay the leasing\ncommission due to Gordon and Newmark pursuant to a separate agreement or\nagreements and will indemnify Tenant for all claims of brokers which have dealt\nwith Landlord in connection with this lease and not dealt with Tenant.\n\n47. EXCULPATORY CLAUSE:\n\n If Landlord or any successor in interest be an individual, joint venture,\ntenancy-in-common, co-partnership, unincorporated association, limited liability\ncompany or other unincorporated aggregate of individuals (all of which are\nreferred to below, individually and collectively, as an \"unincorporated\nlandlord\"), then, anything elsewhere to the contrary notwithstanding, Tenant\nshall look solely to the estate and interest of Landlord in the land and\nbuilding (including all insurance and condemnation proceeds, but only to the\nextent not used for repair or restoration of the demised premises or building)\nof which the demised premises are a part, for the satisfaction of Tenant's\nremedies for the collection of a judgment (or other judicial process) or\narbitration award or decision requiring the payment of money by Landlord in the\nevent of any default or breach by Landlord with respect to any of the terms,\ncovenants, and conditions of this lease to be observed and\/or performed by\nLandlord, and no other property or assets of such unincorporated landlord shall\nbe subject to levy, execution or other enforcement procedure for the\nsatisfaction of Tenant's remedies.\n\n If Landlord or any successor in interest be a corporation, then, anything\nelsewhere to the contrary notwithstanding, Tenant shall look solely to the\nestate and interest of such incorporated Landlord in the land and building\n(including all insurance and condemnation proceeds, but only to the extent not\nused for repair or restoration of the demised premises or building) for the\nsatisfaction of Tenant's remedies in the event of a breach or default by\nLandlord of any of its obligations under this lease. Landlord represents that it\nis the fee owner of the building and land and that it has the authority to\nexecute and deliver this lease.\n\n48. INDEMNITY - LIABILITY INSURANCE:\n\n Tenant shall indemnify and save harmless Landlord and its agents against\nand from (i) any and all claims (a) arising from (x) the conduct or management\nof the demised premises or of any business therein, or (y) any work or thing\nwhatsoever done, or any condition created in or about the demised premises\nduring the term hereof or during the period of time, if any, prior to the\nCommencement Date that Tenant may have been given access to the demised\npremises, except to the extent arising out of the negligence or willful\nmisconduct of Landlord, its agents, employees or contractors (but Tenant and\nTenant's agents, employees or contractors shall not be deemed to be agents,\nemployees or contractors of Landlord) or (b) arising from any negligent or\notherwise wrongful act or omission of Tenant or any of its subtenants or\nlicensees or their employees, agents, visitors, invitees or contractors or\nsubcontractors of any tier, and (ii) all costs, expenses (including, without\nlimitation, reasonable attorneys' fees) and liabilities incurred in or in\nconnection with each such claim or action or proceeding brought thereon. In case\nany action or proceeding be brought against Landlord by reason of any such\nclaim, Tenant, upon notice from Landlord, shall resist and defend such action or\nproceeding at Tenant's expense by counsel selected by Tenant and reasonably\nsatisfactory to Landlord (any counsel selected by Tenant's insurance carrier\nshall be deemed approved by Landlord), without any disclaimer of liability in\nconnection with such claim.\n\n Tenant covenants, at Tenant's sole cost and expense, to provide on or\nbefore the Commencement Date and to keep in force during the term hereof for the\nbenefit of Landlord, Landlord's agent and Tenant a comprehensive policy or\npolicies of liability insurance protecting Landlord, Landlord's agent, and\nTenant against any liability whatsoever occasioned by an accident on or about\nthe demised premises or any appurtenances thereto or in connection with the use\nand occupancy of the demised premises or any part thereof, with the limits of\nliability \n\n\n\n\nthereunder not being less than the amount of Ten Million ($10,000,000.00)\nDollars for personal injury or death per person and per occurrence and for\nproperty damage, such limits of insurance being subject to such reasonable\nincrease as Landlord may from time to time (but not more frequently than once in\nany 12 month period) reasonably require so that the amount thereof is sufficient\nin Landlord's reasonable judgment to protect Landlord's interests.\n\n The aforesaid comprehensive policy or policies of liability insurance\n(which may include umbrella coverage) shall include a broad form contractual\nliability endorsement protecting Tenant against loss arising out of liabilities\nfor bodily injury, death or property damage assumed by Tenant under this lease\nby indemnity or otherwise and shall also contain a severability clause or\nendorsement pursuant to which each named insured and additional insured shall be\nentitled to the protection of such policy with respect to liabilities to the\nother named and additional insured.\n\n Tenant shall also provide on and before the Commencement Date and keep in\nforce during the term hereof \"all risk\", extended coverage property insurance\ncovering all of Tenant Changes and all of Tenant's property in or on the demised\npremises to a limit of not less than 100% of the full replacement cost thereof,\nbut, in any event, in an amount sufficient to avoid the effects of co-insurance\nin the event of loss, protecting, as named insured, Landlord, Landlord's agent\nand Tenant.\n\n Such policy or policies shall be written by good solvent insurance\ncompanies, licensed to do business in New York State carrying a Best's (or\nsuccessor rating organization) rating of A, Category X or the then equivalent of\nsuch rating, or the next lower rating if there shall not be at least two (2)\nsuch insurers carrying such a rating and writing such insurance for quality\nbuildings in Manhattan.\n\n All such insurance may be carried under a blanket policy or policies\ncovering the demised premises and other locations of Tenant (provided such\nblanket policies shall otherwise comply with the provisions of this Article and\nshall afford the same protection to Landlord as would be provided by policies\nindividually applicable to the demised premises or Tenant's Changes and Tenant's\nproperty, as the case may be) and may contain deductible provisions totalling no\nmore than $15,000.00 for the first five years of the initial term, $30,000.00\nfor the balance of the initial term and $50,000.00 for the renewal term.\n\n Prior to the Commencement Date and thereafter at least thirty (30) days\nprior to the expiration of any such policy, Tenant agrees to deliver to Landlord\neither a duplicate original of each policy or a certificate or certificates\nevidencing such insurance, provided said policy and said certificate or\ncertificates contain an endorsement that such insurance may not be cancelled\nexcept upon thirty (30) days' prior written notice to Landlord, together with\nevidence of payment for the policy.\n\n Tenant's failure to provide and keep in force all the aforementioned\ninsurance shall be regarded as a material default hereunder entitling Landlord\nto exercise any or all of the remedies as provided in this lease in the event of\nTenant's default.\n\n Landlord shall indemnify and save harmless Tenant from and against (i) any\nand all claims which could result in liability to Tenant to the extent arising\nout of the negligence or willful misconduct of Landlord, its agents, employees\nand contractors (but Tenant and any other tenants and occupants in the building,\nand their respective agents, employees and contractors, shall not be deemed to\nbe agents, employees or contractors of Landlord) and (ii) all costs, expenses\n(including, without limitation, reasonable attorneys' fees) and liabilities\nincurred in or in connection with each such claim or action or proceeding\nbrought thereon. In case any action or proceeding be brought against Tenant by\nreason of any such claim, Landlord, upon notice from Tenant, shall resist and\ndefend such action or proceeding at Landlord's expense by counsel selected by\nLandlord and reasonably satisfactory to Tenant (any counsel selected by\nLandlord's insurance carrier shall be deemed approved by Tenant), without any\ndisclaimer of liability in connection with such claim.\n\n49. CERTIFICATES:\n\n Landlord and Tenant shall, without charge at any time and from time to\ntime, within fifteen (15) days after request by the other, certify by written\ninstrument, duly executed, \n\n\n\nacknowledged and delivered to any mortgagee, assignee of any mortgage or\npurchaser, or permitted subtenant or any other person, firm or corporation\nspecified by Landlord or Tenant, as the case may be:\n\n (a) that this lease is unmodified and in full force and effect (or, if\nthere has been modification, that the same is in full force and effect as\nmodified and stating the modifications);\n\n (b) whether or not, to the best of the requested party's knowledge,\nthere are then existing any setoffs or defenses against the enforcement of any\nof the agreements, terms, covenants or conditions hereof upon the part of the\nrequested party to be performed or complied with (and, if so, specifying the\nsame);\n\n (c) the dates, if any, to which the rental and other charges hereunder\nhave been paid in advance; and\n\n (d) any other information with respect to this lease or the compliance\nwith the terms, covenants and conditions thereof reasonably requested by the\nrequesting party.\n\n50. HOLDING OVER BY TENANT:\n\n Should Tenant hold over in possession after the expiration or sooner\ntermination of the term of this lease, such holding over shall not be deemed to\nextend the term or renew this lease, but such holding over thereafter shall\ncontinue upon the covenants and conditions herein set forth except that the\ncharge for use and occupancy of such holding over for each calendar month or\npart thereof (even if such part shall be a small fraction of a calendar month)\nshall be the sum of:\n\n (a) 1\/12th of (i) the highest annual fixed rent hereunder, multiplied\nby (ii) (A) 2.0, plus\n\n (b) 1\/12th of all items of annual additional rental hereunder, which\nannual additional rental would have been payable pursuant to this lease had this\nlease not expired, plus\n\n (c) those other items of additional rent (not annual additional rent)\nwhich would have been payable monthly pursuant to this lease, had this lease not\nexpired,\n\nwhich total sum Tenant agrees to pay to Landlord promptly upon demand, in full\nwithout set off. Nothing contained herein shall authorize Tenant to hold over in\nthe demised premises after the expiration of the term of this lease, or\nconstitute Landlord's consent thereto, Landlord having all remedies provided for\nby this lease or by law (subject to Article 56(L) of this lease) in the event of\nany such holding over.\n\n The aforesaid provisions of this Article shall survive the expiration or\nsooner termination of this lease.\n\n51. LEASE NOT BINDING UNLESS EXECUTED AND DELIVERED:\n\n It is specifically understood and agreed that this lease is offered to\nTenant for signature by the managing agent of the building, solely in its\ncapacity as such agent and subject to Landlord's acceptance and approval and\nthat Tenant shall affix its signature with the understanding that the said lease\nshall not in any way bind Landlord or its agent or Tenant until such time as the\nsame has been approved and executed by Landlord and delivered to Tenant.\n\n52. ASSIGNMENT AND SUBLETTING:\n\n (A) Tenant shall not, without, in each instance, obtaining the prior\nwritten consent of Landlord (which consent may be withheld in Landlord's sole\ndiscretion), except as otherwise expressly provided in this Article, (a) assign\nor otherwise transfer this lease or the term and estate hereby granted, (b)\nsublet the demised premises or any part thereof or allow the same to be used or\noccupied by others, (c) mortgage, encumber or create a security interest with\nrespect to this lease, or (d) advertise, or authorize a broker to advertise, for\na subtenant or an assignee at a rental rate less than the rental rate then being\ncharged, or in good faith asked, by Landlord for comparable space in the\nbuilding. For purposes of this Article, (i) the transfer of a controlling\n\n\n\n\ninterest in any corporate, partnership, or limited liability company tenant or\nsubtenant, however accomplished, whether in a single transaction or in a series\nof related or unrelated transactions, which shall be other than for a good\nbusiness purpose and principally for the purpose of transferring the leasehold\nestate created thereby shall be deemed an assignment of this lease, or of such\nsublease, as the case may be, it being understood and agreed that the transfer\nof an interest in any corporate tenant or subtenant shall be deemed not to\ninclude the sale of the stock of such corporate tenant or subtenant by persons\nor parties through the \"over-the-counter market\" or through any recognized stock\nexchange, (ii) a takeover agreement shall be deemed a transfer of this lease,\n(iii) any person or legal representative of Tenant, to whom Tenant's interest\nunder this lease passes by operation of law, or otherwise, shall be bound by the\nprovisions of this Article, and (iv) a material modification, amendment or\nextension of a sublease shall be deemed a sublease. A \"material modification,\namendment or extension\" shall be deemed to be any modification which materially\naffects the rent, term, size or location of the affected space, or the parties\nleasing or occupying space thereunder. As used herein, the phrase \"controlling\ninterest\" shall mean such interest in the corporation, partnership or limited\nliability company, as the case may be, so that the owner of such interest shall\nbe able to direct the policies of such corporation, partnership or limited\nliability company.\n\n (B) The provisions of clause (a) of Sub-Article (A) and of Sub-Articles\n(F), (G) and (H) hereof shall not apply to transactions with a corporation or\nlimited liability company or partnership into or with which Tenant is merged or\nconsolidated or with an entity to which substantially all of Tenant's assets are\ntransferred (provided such merger or consolidation or transfer of assets is for\na good business purpose and not principally for the purpose of transferring the\nleasehold estate created hereby), nor shall the provisions of clause (a) of\nSubArticle (A) and of Sub-Articles (F), (G) and (H) apply to transactions with\nan entity which controls or is controlled by Tenant or is under common control\nwith Tenant, provided that the corporation, limited liability company,\npartnership or entity which shall succeed Tenant pursuant to this Sub-Article\n(B) shall have a net worth immediately following such merger, consolidation,\ntransfer of assets or other transaction, determined on the basis of its most\nrecent balance sheet, as audited by a firm of independent certified public\naccountants, which shall not be less than the lower of (x) that of Tenant\nimmediately prior to such merger, consolidation, transfer of assets or other\ntransaction, or (y) $30,000,000 and all of such transactions referred to in this\nsentence may occur without the consent of Landlord. Further, the provisions of\nclause (b) of Sub-Article (A) and Sub-Articles (F), (G) and (H) shall not apply\nto transactions with an entity which controls or is controlled by Tenant or is\nunder common control with Tenant, and all of such transactions referred to in\nthis sentence may occur without the consent of Landlord.\n\n The provisions of clause (a) of Sub-Article (A) and of Sub-Articles\n(F), (G) and (H) hereof shall not be interpreted to apply to transactions by a\nsubtenant with a corporation or limited liability company or partnership into or\nwith which such subtenant is merged or consolidated or with an entity to which\nsubstantially all of such subtenant's assets are transferred (provided such\nmerger or consolidation or transfer of assets is for a good business purpose and\nnot principally for the purpose of transferring the leasehold estate created by\nthe sublease to such subtenant), nor shall the provisions of clause (a) of\nSub-Article (A) and of Sub-Articles (F), (G) and (H) be interpreted to apply to\ntransactions by a subtenant with an entity which controls or is controlled by or\nis under common control with such subtenant.\n\n (C) Any assignment or transfer, whether made with Landlord's consent as\nrequired by Sub-Article (A) or without Landlord's consent pursuant to\nSub-Article (B) or otherwise, shall be made only if, and shall not be effective\nuntil, the assignee shall execute, acknowledge and deliver to Landlord an\nagreement, in form and substance reasonably satisfactory to Landlord, whereby\nthe assignee shall assume the obligations and performance of this lease and\nagree to be personally bound by and upon all of the covenants, agreements,\nterms, provisions and conditions hereof on the part of Tenant to be performed or\nobserved from and after such assignment and whereby the assignee shall agree\nthat the provisions of this Article shall, notwithstanding such an assignment or\ntransfer, continue to be binding upon it in the future. DoubleClick Inc. the\noriginal Tenant named in this Lease, and each subsequent holder of the Tenant's\ninterest in this Lease (DoubleClick Inc. and each such subsequent holder is\nhereinafter called \"Such Tenant\" in this Sub-Article (C) and in Sub-Article (D))\ncovenant that, notwithstanding any assignment or transfer, whether or not in\nviolation of the provisions of this lease, and notwithstanding the acceptance of\nfixed rent or additional rent or other charges by Landlord from an assignee or\n\n\n\n\ntransferee or any other party, Such Tenant shall remain fully and primarily\nliable for the payment of the fixed rent and all additional rent and other\ncharges due and to become due under this lease and for the performance of all of\nthe covenants, agreements, terms, provisions and conditions of this lease on the\npart of Tenant to be performed or observed.\n\n (D) The liability of Such Tenant, and the due performance by Such Tenant of\nthe obligations on its part to be performed under this Lease, shall not be\ndischarged, released or impaired in any respect by an agreement or stipulation\nmade by Landlord or any grantee or assignee of Landlord, by way of mortgage, or\notherwise, extending the time of, or modifying any of the obligations contained\nin, this lease, or by any waiver or failure of Landlord to enforce any of the\nobligations on Tenant's part to be performed under this lease, or by the\nbankruptcy of Such Tenant or of the assignee or transferee from Such Tenant or\nthe rejection or disaffirmance of this lease in connection with the bankruptcy\nproceedings affecting Such Tenant or such assignee or transferee, or by any\nother events or circumstances, other than the full and complete performance of\nall of Such Tenant's obligations under this lease, and Such Tenant shall,\ntherefore, in all events continue to be primarily liable hereunder. If any such\nagreement or stipulation operates to increase the obligations of Such Tenant\nunder this lease, the liability under this Sub-Article (D) of Such Tenant\n(unless Such Tenant shall have expressly consented in writing to such agreement\nor stipulation) shall continue to be no greater than if such agreement or\nstipulation had not been made.\n\n (E) Landlord shall not unreasonably withhold or delay Landlord's consent to\nan assignment of this lease or a subletting of the whole or any part of the\ndemised premises if (i) Tenant shall have given Landlord Tenant's Assignment\nNotice, as such term is defined in Sub-Article (F) of this Article, or Tenant's\nSublease Notice, as such term is defined in Sub-Article (G) of this Article, as\nthe case may be, (ii) Tenant shall have furnished Landlord with the name and\nbusiness address of the proposed assignee or subtenant, reasonably detailed\ninformation with respect to the nature and character of the proposed assignee's\nor subtenant's business, activities and intended use of the demised premises,\nand such references and current financial information with respect to net worth,\ncredit and financial responsibility as are reasonably satisfactory to Landlord,\n(iii) Tenant shall have provided Landlord with a true and correct copy of the\nfully executed assignment agreement or sublease and of all other documents\nexecuted in connection therewith and (iv) Landlord shall not have accepted one\nof Tenant's offers as provided in Sub-Articles (F) and (G) of this Article,\nprovided that:\n\n (1) The proposed assignee or subtenant is a reputable party and the\nproposed assignee or the proposed subtenant (where, after the proposed subtenant\nwould take occupancy of the space proposed to be sublet to such proposed\nsubtenant, Tenant would not be in occupancy of more than twenty-five (251)\npercent of the demised premises) have a financial net worth, credit and\nfinancial responsibility which is, considering the responsibilities involved,\nreasonably satisfactory to Landlord;\n\n (2) The nature and character of the proposed subtenant or assignee,\nits business, activities and intended use of the demised premises is, in\nLandlord's reasonable judgment, in keeping with the standards of the building\nand in accordance with the use defined in Article 2 hereof;\n\n (3) If Landlord has other comparable space then available, the\nproposed assignee or subtenant is not then an occupant of the building or a\nparty who negotiated with Landlord or Landlord's agent (directly or through a\nbroker) with respect to space in the building during the four (4) months\nimmediately preceding Tenant's request for Landlord's consent;\n\n (4) Tenant shall, upon Landlord's giving its consent hereunder, or if\nLandlord shall have reasonably refused to give such consent, upon such refusal,\nhave paid Landlord, as additional rent, any reasonable cost incurred by Landlord\nto review the requested consent, including any reasonable attorneys' fees of\noutside counsel incurred by Landlord;\n\n (5) The proposed subtenant is not an employment or recruitment agency,\na school, college, university or educational institution, whether or not for\nprofit, a government or any subdivision or agency thereof, a real estate\nbrokerage office, or a medical office;\n\n\n\n\n (6) Each sublease agreement, as the case may be, shall specifically\nstate that (i) it is subject to and upon all of the terms, covenants,\nagreements, provisions, and conditions of this lease except that a subtenant\nshall not be responsible for payment of the rent and additional rent under this\nlease, (ii) if Tenant defaults in the payment of any rent after expiration of\nany notice or grace period, Landlord is authorized to collect any rents due or\nowing from any subtenant or other occupant of the demised premises and to apply\nthe net amounts collected to the fixed annual rent and additional rent reserved\nherein, and (iii) the receipt by Landlord of any amounts from a subtenant or\nother occupant of any part of the demised premises shall not be deemed or\nconstrued as releasing Tenant from Tenant's obligations hereunder or the\nacceptance of that party as a direct tenant;\n\n (7) Tenant shall not publicly advertise, or authorize a broker to\nadvertise, for an assignee or a subtenant, at a rental rate less than the rental\nrate then being charged, or in good faith asked, by Landlord for comparable\nspace in the building; and\n\n (8) No subletting shall be for less than ten thousand (10,000)\ncontiguous rentable square feet of the demised premises and at no time shall\nthere be more than two (2) occupants, including Tenant, in the demised premises.\n\n (F) Should Tenant desire to assign this lease, Tenant shall first give\nLandlord written notice (\"Tenant's Assignment Notice\") of Tenant's desire and\noffer to (i) terminate this lease and (ii) assign this lease to Landlord, or\nLandlord's designee if so elected by Landlord, and notify Landlord of the\nmaterial terms and conditions upon which Tenant proposes to effect such\nassignment. Tenant shall specify in Tenant's Assignment Notice the effective\ndate of its desired assignment, which shall be on the first day of a month no\nless than two calendar months from the date that Tenant gives Landlord Tenant's\nAssignment Notice, and Landlord shall have thirty (30) days from receipt of\nTenant's Assignment Notice to accept one of Tenant's offers. Tenant's Assignment\nNotice shall also be accompanied by a photocopy of the provisions of this\nSub-Article (F).\n\n If Landlord shall notify Tenant that it elects to accept either of\nTenant's offers within said thirty (30) days, then, depending on Landlord's\nelection (i) this lease shall terminate on the effective date specified by\nTenant as if it were the date originally set forth in this lease for the\nexpiration of the term or (ii) Tenant shall promptly execute and deliver to\nLandlord, or Landlord's designee if so elected by Landlord, an assignment in\nform reasonably satisfactory to Landlord's and Tenant's counsel, which\nassignment shall be effective as of the date specified by Tenant in Tenant's\nAssignment Notice. If Landlord elects to terminate this lease, as referred to in\n(i), or to accept an assignment of this lease, as referred to in(ii), Tenant\nshall be released from any further liability (except that due to any default by\nTenant prior to Landlord's election) under this lease. If Landlord should not\naccept either of such offers and Tenant does not consummate an assignment within\nsix months from the end of the aforementioned thirty (30) day period, the\neconomic terms of which in the aggregate shall not be more than five (5%)\npercent less than the economic terms in the aggregate which were contained in\nTenant's Assignment Notice, the provisions of this Sub-Article (F) shall apply\nagain as if there had been no prior offers to Landlord. Notwithstanding the\nforegoing, if Landlord elects to accept an assignment of this lease to Landlord,\nor its designee, Tenant shall be released from any other obligations accruing\nafter the effective date of such assignment.\n\n (G) (1) If Tenant shall desire to sublet all or any part of the demised\npremises, Tenant shall first give Landlord written notice (\"Tenant's Sublease\nNotice\") of Tenant's desire and offer to: (x) in the case of a subletting of the\nentire demised premises (i) terminate this lease if such subletting is for\nsubstantially the remaining term of this lease, and (ii) assign this lease to\nLandlord, or Landlord's designee if so elected by Landlord, if such subletting\nis for substantially the remaining term of this lease, and (iii) sublease the\ndemised premises to Landlord, or Landlord's designee if so elected by Landlord,\nfor the term of the proposed subletting if such subletting is not for\nsubstantially the remaining term of this lease or (y) in the case of a\nsubletting of less than the entire demised premises: (i) to sublease such\nportion of the demised premises to Landlord, or Landlord's designee if so\nelected by Landlord, for the term of the proposed subletting if such subletting\nis not for substantially the remaining term of this lease or (ii) if such\nsubletting is for substantially the remaining term of this lease, to surrender\nall of Tenant's right, title and interest in and to such portion of the demised\npremises covered by the proposed \n\n\n\n\nsublease, and in the case of either (x) or (y), notify Landlord of the terms and\nconditions upon which Tenant proposes to effect subletting. Tenant shall specify\nin Tenant's Sublease Notice the effective date of its desired sublease, which\nshall be on the first day of a month no less than one calendar month from the\ndate that Tenant gives Landlord Tenant's Sublease Notice, and Landlord shall\nhave thirty (30) days from receipt of Tenant's Sublease Notice to accept one of\nTenant's offers. Tenant's Sublease Notice shall also be accompanied by a\nphotocopy of the provisions of this Sub-Article (G).\n\n (2) If Landlord shall notify Tenant that it elects to accept one of\nTenant's offers within said thirty (30) days, then, depending on Landlord's\nelection, (i) this lease shall terminate on the effective date specified by\nTenant as if it were the date originally set forth in this lease for the\nexpiration of the term, (ii) Tenant shall promptly execute and deliver to\nLandlord, or Landlord's designee if so elected by Landlord, an assignment in\nform reasonably satisfactory to Landlord's counsel, which assignment shall be\neffective as of the date specified by Tenant in Tenant's Sublease Notice, or\n(iii) Tenant shall promptly execute and deliver a sublease to Landlord, or\nLandlord's designee if so elected by Landlord, which sublease shall be effective\nas of the effective date and for the term specified by Tenant in Tenant's\nSublease Notice and shall be on the terms set forth in paragraph (3) of this\nSub-Article (G), or (iv) in the event of a surrender of a portion of the demised\npremises, then effective on the date immediately following such surrender the\nfixed rent payable by Tenant under this lease shall be reduced on a per rentable\nsquare foot basis as set forth in the table annexed hereto as Exhibit D during\nthe periods of the term of this lease, as shown in such table, occurring after\nsuch effective date for the portions of the demised premises so surrendered, and\nthe additional rent payable by Tenant under this Lease shall be equitably\nadjusted. If Landlord elects to terminate this lease, as referred to in (i), or\nto accept an assignment of this lease as referred to in (ii), Tenant shall be\nreleased from any further liability (except that due to any default by Tenant\nprior to Landlord's election) under this lease If Landlord elects to sublease,\nor accept the surrender of, all or any portion of the demised premises, as\nreferred to in (iii) or (iv), and, if after such sublease or surrender Tenant\nshall be occupying less than 66 2\/3% of the rentable square footage of the\ndemised premises, Tenant shall be released from any further liability (except\nthat due to any default by Tenant prior to Landlord's election) with respect to\nall or such portion of the demised premises covered by such sublease or\nsurrender and any prior subleases or surrenders, as the case may be, in the case\nof any such subleases for the terms of the respective subleases. If Landlord\nshould not accept any of such offers and Tenant does not consummate a sublease\nwithin six months from the end of the aforementioned thirty (30) day period, the\neconomic terms of which in the aggregate shall not be more than five (5%)\npercent less than the economic terms in the aggregate which were contained in\nTenant's Sublease Notice, the provisions of this Sub-Article (G) shall apply\nagain as if there had been no prior offers to Landlord.\n\n (3) If Landlord should elect to have Tenant execute and deliver a\nsublease pursuant to the provisions of this Sub-Article, said sublease shall be\nin a form reasonably satisfactory to Landlord's and Tenant's counsel and on all\nthe terms and conditions contained in this lease, except that:\n\n (a) The rental terms shall be the lesser of (x) the rental terms\nreflected in Tenant's Sublease Notice or (y) the rental terms contained in this\nlease on a per rentable square foot basis as set forth in the table annexed\nhereto as Exhibit D during the periods of the term of this lease, as shown in\nsuch table, occurring after payment of rent is to commence under such sublease\nfor the portions of the demised premises within which the subleased premises\nshall be located,\n\n (b) The sublease shall not provide for any work to be done for\nthe subtenant or for any initial rent concessions or contain provisions\ninapplicable to a sublease, except that in the case of a subletting of a portion\nof the demised premises Tenant shall, subject to the provisions of Articles 3\nand 45 with respect to Tenant's Changes, at Tenant's sole cost and expense,\nseparate the sublet space from the remainder of the demised premises (to the\nextent necessary), including, but not limited to, the installation of\nelectricity and steam submeters and water meters,\n\n (c) The subtenant thereunder shall have the right to underlet the\nsubleased premises, in whole or in part, without Tenant's consent,\n\n\n\n\n (d) The subtenant thereunder shall have the right to make, or\ncause to be made, any changes, alterations, decorations, additions and\nimprovements that such subtenant may desire or authorize,\n\n (e) Such sublease shall expressly negate any intention that any\nestate created by or under such sublease be merged with any other estate held by\neither of the parties thereto,\n\n (f) Any consent required of Tenant, as lessor under that\nsublease, shall be deemed granted if consent with respect thereto is granted by\nLandlord, and there shall be no limitation as to the use of the sublet premises\nby the subtenants thereunder,\n\n (g) Any failure of the subtenant thereunder to comply with the\nprovisions of said sublease shall not constitute a default thereunder or\nhereunder, and Tenant shall have no liability with respect to such obligation\nthereunder and the same shall not be a basis for a default hereunder,\n\n (h) Such sublease shall provide that upon expiration of the term\nof the sublease, at Tenant's option, the subtenant shall deliver the subleased\npremises to Tenant in the same condition as the condition in which Tenant\ndelivered the subleased premises to the subtenant upon the commencement of the\nsublease,\n\n (i) Such sublease shall be for the term specified in Tenant's\nSublease Notice, and\n\n (j) If Landlord or Landlord's designee as Tenant's subtenant\npursuant to this Sub-Article shall default in payment of fixed rent or\nadditional rent pursuant to such sublease and such default shall continue for\nmore than forty-five (45) days, Tenant shall have the right to offset any rent\ndue and owing from any undertenant or other occupant of the space against the\nfixed annual rent and additional rent reserved under this lease. Furthermore,\nTenant shall not be deemed in default under this lease by reason of a default by\nLandlord as subtenant, or Landlord's designee as subtenant, pursuant to such\nsublease.\n\n (H) If Landlord shall give its consent to an assignment of this lease or to\na sublease, Tenant shall, in consideration therefor, pay to Landlord, as\nadditional rent:\n\n (i) in the case of an assignment, an amount equal to fifty (50%)\npercent of all sums and other consideration paid to Tenant by the assignee for\nor by reason of such assignment (excluding sums reasonably paid for the sale or\nrental of trade fixtures, business equipment, furniture, furnishings or other\npersonal property, less, in the case of a sale thereof, the then net unamortized\nor undepreciated cost thereof determined on the basis of Tenant's federal income\ntax returns) and\n\n (ii) in the case of a sublease, an amount (herein called the \"Excess\nAmount\") equal to fifty (50%) percent of the excess of (x) any fixed rent,\nadditional rent and other consideration payable to Tenant by the subtenant over\n(y) the fixed rent, additional rent and other consideration payable pursuant to\nthe terms and conditions of this lease accruing during the term of the sublease\nin respect of the subleased space, on the basis of the number of rentable square\nfeet in such subleased space (excluding sums reasonably paid for the sale or\nrental of trade fixtures, business equipment, furniture, furnishings or other\npersonal property, less, in the case of a sale thereof, the then net unamortized\nor undepreciated cost thereof determined on the basis of Tenant's federal income\ntax returns).\n\n In determining the amount to be paid under (i) above or the Excess\nAmount under (ii) above, there shall be deducted solely the aggregate of the\nfollowing: (a) the amount of any reasonable broker's fees or commissions paid to\na broker as a result of such assignment or sublease, in no event to exceed the\nthen customary amount of full commissions and (b) the amount of any reasonable\nattorneys' fees, advertising expenses and the cost of any other commercially\nreasonable tenant concessions incurred in connection with such assignment or\nsublease. The sums payable under this Sub-Article shall be paid to Landlord as\nand when paid by the assignee or subtenant to Tenant, with the amounts to be\ndeducted as provided in the preceding sentence to be deducted in equal monthly\namounts over the term of the sublease.\n\n\n\n\n (I) If Landlord shall elect to sublease, or accept the surrender of, all or\nany portion of the demised premises, as referred to in Sub-Article (G)(2) of\nthis Article and, if after such sublease or surrender, Tenant shall be occupying\n66 2\/3% or more of the rentable square footage of the demised premises, Landlord\nshall give Tenant a credit against the first rents thereafter coming due under\nthis lease in an amount equal to fifty (50%) percent of the excess of (x) any\nfixed rent, additional rent and other consideration (i) payable to Landlord (or\nLandlord's designee)by the sub-subtenant of the space subject to such sublease\n(or equitably allocable to such space if the sub-sublease shall also include\nadditional space leased to such sub-subtenant) in the case of such a sublease of\nall or a portion of the demised premises or (ii) payable to Landlord (or\nLandlord's designee) by the tenant of the space subject to such surrender (or\nequitably allocable to such space if the lease to such tenant shall also include\nadditional space leased to such tenant) in the case of such a surrender of a\nportion of the demised premises over (y) the fixed rent, additional rent and\nother consideration payable pursuant to the terms and conditions of this lease\naccruing during the term of the sub-sublease or lease, as the case may be, in\nrespect of the space subject to such sublease or surrender, on the basis of the\nnumber of rentable square feet in such subleased or surrendered space (excluding\nsums reasonably paid for the sale or rental of trade fixtures, business\nequipment, furniture, furnishings or other personal property, less, in the case\nof a sale thereof, the then net unamortized or undepreciated cost thereof\ndetermined on the basis of Landlord's federal income tax returns).\n\n In determining the amount to be credited to Tenant under the preceding\nparagraph, there shall be deducted solely the aggregate of the following: (a)\nthe amount of any reasonable broker's fees or commissions paid to a broker as a\nresult of such sub-sublease or lease by Landlord or Landlord's designee, as the\ncase may be, in no event to exceed the then customary amount of full commissions\nand (b) the amount of any reasonable attorneys' fees, advertising expenses and\nthe cost of any other commercially reasonable tenant concessions incurred in\nconnection with such sub-sublease or lease, and if such sub-sublease or lease\nshould include additional space, such amounts to be deducted shall be equitably\nallocated to the space subject to such sublease or surrender, as the case may\nbe. The sums payable under this SubArticle shall be credited to Tenant as and\nwhen paid by the subsubtenant or tenant, as the case may be, to Landlord, with\nthe amounts to be deducted as provided in the preceding sentence to be deducted\nin equal monthly installments over the term of the sub-sublease or lease, as the\ncase may be.\n\n (J) Except as otherwise expressly set forth herein, no assignment or\nsubletting or occupancy of the demised premises by persons or entities other\nthan Tenant, with or without Landlord's consent, and no collection of rent from\nany such person or entity, shall be deemed a waiver of any of the covenants\ncontained in this Article or elsewhere in this lease, or the acceptance of the\nsubtenant or occupant as Tenant, or a release of Tenant from the further\nperformance by Tenant of the covenants on the part of Tenant contained in this\nArticle and elsewhere in this lease. The consent by Landlord to any assignment\nor subletting shall not in any way be construed to relieve Tenant from obtaining\nthe express consent in writing of Landlord to any further assignment or\nsubletting.\n\n53. TENANT'S OPTION TO RENEW:\n\n (A) Tenant may renew the initial term hereby granted for not more than one\n(1) term of five (5) years (the \"renewal term\"), so that in all events this\nlease must terminate, expire and come to an end, including the renewal term, no\nlater than the sixteenth (16th) anniversary of the Commencement Date.\n\n Tenant shall give Landlord written notice (the \"Tenant Exercise Notice\") of\nits election to renew no later than the 270th day (the \"Final Renewal Date\")\nprior to the expiration of the term of this lease. Provided that Tenant shall\nhave duly given Landlord the written notice in accordance with the preceding\nsentence and subject to all the other terms and conditions contained in this\nArticle, this lease shall be deemed renewed without the execution of any other\nor further documents, provided, however, that after the fixed rent for the\nrenewal term shall have been determined in accordance with the following\nprovisions of this Article, either party hereto shall be entitled to obtain from\nthe other party the execution of an instrument setting forth the additional\nperiod as to which the term of this lease shall have been effectively renewed\nand stating the fixed rent for the demised premises for such renewal term.\n\n\n\n\n The attempted exercise by Tenant of the option to renew this lease shall\nnot become effective nor shall any renewal term be created if at the time when\nnotice of the exercise of such option is given or at the start of which would\nhave been the renewal term, there is a default by Tenant under this lease beyond\nall applicable notice and cure periods.\n\n Time is of the essence with respect to Tenant's delivery of the Tenant\nExercise Notice.\n\n The failure of Tenant to effectively and timely exercise the option to\nrenew the term of this lease shall result in the irrevocable loss by Tenant of\nsuch option to renew the term of this lease.\n\n (B) The renewal shall be upon the same covenants, provisions, terms,\nconditions and agreements provided in this lease, including the payment of all\nadditional rent and other charges hereunder, except that (i) there shall be no\nfurther renewal right, (ii) the fixed annual rent during the renewal term shall\nbe the amount determined pursuant to Sub-Articles (C) and (D) hereof, (iii) the\n\"Base Tax Year\" referred to in Article 42(A)(iv) hereof shall be changed to the\nfiscal tax year immediately preceding the fiscal tax year in which the\ncommencement of the renewal term shall occur, (iv) the \"Expense Base Year\"\nreferred to in Article 43(A)(5) shall be changed to the calendar year\nimmediately preceding the calendar year in which the commencement of the renewal\nterm shall occur; and (v) Landlord shall not be required to give any rent\nconcession to Tenant, as is now provided in Article 38(E) of this lease, or to\ngive any Landlord's Work Contribution to Tenant for any proposed improvements to\nthe demised premises, as is now provided for in Article 44 of this lease.\n\n (C) The fixed annual rent payable pursuant to this lease for the renewal\nterm shall be the greater of (i) such amount as shall equal the fair market rent\nfor the demised premises on the Determination Date, as determined pursuant to\nSub-Article (D) of this Article (the \"Fair Market Rent\") and (ii) all fixed\nannual rent and all additional rent and other charges payable by Tenant as of\nthe last day of the initial term of this lease (the \"Then Escalated Rent\"). As\nused herein, the \"Determination Date\" shall be the date occurring one hundred\ntwenty (120) days prior to the commencement of the renewal term. If Tenant shall\nhave duly and timely given Landlord written notice of its election to renew the\nterm of this lease, within thirty (30) days after the Final Renewal Date\nLandlord shall give Tenant notice (the \"Renewal Notice\") of Landlord's\ndetermination of the Fair Market Rent, the Then Escalated Rent and the new fixed\nannual rent that Tenant shall be obligated to pay pursuant to the provisions of\nthis Article during the renewal term (the \"Renewal Rent\") to the same effect as\nif such fixed annual rent were originally set forth in Article 38 hereof. If\nmutually satisfactory terms with respect to the new fixed annual rent are not\nreached between Landlord and Tenant no later than the sixtieth (60th) day after\nthe Final Renewal Date, Tenant shall have the right, no later than the eightieth\n(80th) day after the Final Renewal Date, to cancel its election to renew the\nterm of this lease.\n\n (D) (1) If the Renewal Rent shall equal the Fair Market Rent, as determined\nby Landlord, and if Tenant shall not cancel its election to renew the term of\nthis lease as provided in Sub-Article (C) of this Article, at any time on or\nbefore the date occurring ninety (90) days after the Final Renewal Date, Tenant\nmay dispute the Fair Market Rent as determined by Landlord by initiating the\narbitration proceeding provided for herein by giving notice (\"Dispute Notice\")\nto that effect to Landlord, and specifying in such notice Tenant's determination\nof (i) the Fair Market Rent and (ii) the Renewal Rent, and specifying the name\nand address of the person designated to act as an arbitrator on Tenant's behalf.\nWithin thirty (30) days after the designation of the Tenant's arbitrator,\nLandlord shall give notice to Tenant specifying the name and address of the\nperson designated to act as an arbitrator on its behalf. If Landlord fails to\ngive notice to Tenant of the appointment of its arbitrator, within the time\nabove specified, then the appointment of the second arbitrator shall be made in\nthe same manner as hereinafter provided for the appointment of a third\narbitrator in a case where the two arbitrators appointed hereunder and the\nparties are unable to agree upon such appointment. The two arbitrators so chosen\nshall meet within ten (10) days after the second arbitrator is appointed and if,\nwithin forty-five (45) days after the second arbitrator is appointed, the two\narbitrators shall not agree upon a determination in accordance with subdivision\n(3) of this SubArticle (D), they shall together appoint a third arbitrator. In\nthe event of their being unable to agree upon such appointment within forty-five\n(45) days after the appointment of the second arbitrator, the third arbitrator\nshall be selected by the parties themselves if they can agree thereon within a\nfurther period of ten \n\n\n\n\n(10) days. If the parties do not so agree, then either party, on behalf of both\nand on notice to the other, may request such appointment by the American\nArbitration Association (or any successor organization) in New York City in\naccordance with its rules then prevailing, or if the American Arbitration\nAssociation (or such successor organization) shall fail to appoint said third\narbitrator within forty-five (45) days after such request is made, then either\nparty may apply, on notice to the other, to the Supreme Court, New York County,\nNew York (or any other court having jurisdiction and exercising functions\nsimilar to those now exercised by said Court) for the appointment of such third\narbitrator.\n\n (2) Each party shall pay the fees and expenses of the arbitrator\nappointed by or for such party, and the fees and expenses of the third\narbitrator and all other expenses (not including the attorneys' fees, witness\nfees and similar expenses of the parties, which shall be borne separately by\neach of the parties) of the arbitration shall be borne by the parties equally.\n\n (3) In making their determination of the Fair Market Rent, the\narbitrators shall select either the Fair Market Rent set forth by Landlord in\nthe Renewal Notice or the Fair Market Rent set forth by Tenant in the Dispute\nNotice, based on whichever is closer to the value determined by the arbitrators,\nand shall not be permitted or authorized to select any other amount as the Fair\nMarket Rent. The majority of the arbitrators shall make such determination of\nthe Fair Market Rent and render a decision and award as to their determination\nto both Landlord and Tenant within sixty (60) days of the appointment of the\nfirst two arbitrators or ninety (90) days from the appointment of the third\narbitrator if such arbitrator is appointed pursuant to this Sub-Article (D), and\nthe greater of (i) the Fair Market Rent, so determined, and (ii) the Then\nEscalated Rent shall be the Renewal Rent. Such decision and award shall be in\nwriting and shall be final and conclusive on Landlord and Tenant (there shall be\nno right of appeal therefrom) and counterpart copies thereof shall be delivered\nto each of the parties. In rendering such decision and award, the arbitrators\nshall not add to or subtract from or otherwise modify the provisions of this\nArticle or of the other terms and conditions of this lease. Judgment may be had\non the decision and award of the arbitrators so rendered in any court of\ncompetent jurisdiction.\n\n (4) The Fair Market Rent shall be determined as if the demised\npremises were to be leased to a third party for office space free and clear of\nall leases and tenancies, including this lease, in its then condition, with no\nobligation on Landlord to provide the third party with a Landlord's Work\nContribution or a free rent concession or to do any work to prepare the demised\npremises for occupancy by a third party, but with obligations on Landlord to\nprovide updated base years for tax and operating expense escalations as provided\nin Sub-Article (B), supra, and to perform all other obligations of Landlord\nunder this lease and with the third party receiving all the benefits that Tenant\nreceives under this lease (other than Landlord's Work Contribution and a free\nrent concession).\n\n (5) Each of the arbitrators selected as herein provided must be either\na member of the Appraisal Institute (or the successor organization thereto if\nsuch organization shall not then be in existence) holding an MAT designation (or\nthe equivalent thereof if there shall not then be such a designation) or a\nmember of the American Society of Real Estate Counselors of the National\nAssociation of Realtors (or the successor organization thereto if such\norganization shall not then be in existence) holding a CRE designation (or the\nequivalent thereof if there shall not then be such a designation) with at least\n15 years' experience in the appraisal of rentals of commercial leases in first\nclass office buildings in New York County.\n\n (6) Prior to the determination of the arbitrators, Tenant shall pay as\nthe Renewal Rent it is obligated to pay under this lease the amount set forth in\nthe Renewal Notice and in the event the Renewal Rent as finally determined for\nthe demised premises is that set forth in the Dispute Notice, then Landlord\nshall promptly pay the difference to Tenant.\n\n54. TENANT'S ADDITIONAL COVENANTS:\n\n (A) Except as otherwise expressly provided in this lease, Tenant shall be\nresponsible for compliance with all laws, codes, rules and regulations with\nrespect to the operations of the demised premises and any use related thereto,\nand shall, in all events, be responsible that nothing shall arise from such\noperations which shall disturb other tenants in the building or create a risk of\ndamage to the building. Tenant shall, in no event, have any liability with\nrespect to any violations of any applicable law, which violations existed prior\nto the Commencement Date.\n\n\n\n\n (B) Tenant, recognizing that the building has been developed and is\nmaintained as a location for a first-class type of business occupancy and as an\nadditional inducement to the Landlord to enter into this lease, covenants and\nagrees that at all times (i) all activities and operations to be conducted at,\nthrough and from the demised premises (including the recreational outdoor uses\nof the Roof\/Set-Back Area permitted pursuant to Article 2 of this lease) will be\nreputable in all reasonable respects (taking into consideration the recreational\noutdoor uses permitted under this lease) and if at any time reasonably\ndisapproved by Landlord, Tenant shall remove the cause for such disapproval in\nsuch manner and within such reasonable time as may be specified by Landlord in a\nwritten notice given by it to Tenant for such purpose; (ii) the methods employed\nin Tenant's business and the appearance of the demised premises (including the\nrecreational outdoor uses of the Roof\/Set-Back Area permitted pursuant to\nArticle 2 of this lease), and the quality of the installations therein, as well\nas all elements of display and advertising, (taking into consideration the\nrecreational outdoor uses permitted under this lease) will be dignified and in\nconformity with the highest standard of practice obtaining among superior type\noffice spaces, and (iii) the appearance and deportment of all personnel employed\nin the demised premises (including those participating in the recreational\noutdoor uses of the Roof\/Set-Back Area permitted pursuant to Article 2 of this\nlease) (taking into consideration the recreational outdoor uses permitted under\nthis lease) shall befit the ambience and first-class nature of the building and\noccupancy required hereunder, and the appearance, number, location, nature and\nsubject matter of any signs, lettering, announcements, price schedules, or any\nother kinds or forms of inscriptions displayed in the demised premises will be\nonly such as meet with Landlord's reasonable approval and, if at any time\nreasonably disapproved by Landlord, Tenant shall remove the cause for such\ndisapproval in such manner and within such reasonable time as may be specified\nby Landlord in a written notice given by Landlord to Tenant for such purpose. No\nsale of merchandise, other than snacks and refreshments from vending machines\nfor employee use, shall be made from the demised premises.\n\n (C) The Tenant further covenants and agrees that:\n\n (1) At Tenant's expense, Tenant, shall clean, maintain and keep in\ngood order both sides of all windows and doors (including, in each case, the\nframes therefor) in the interior or exterior of the demised premises and shall\nbe responsible for cleaning the inside and outside of all interior and exterior\nwindows of the demised premises (notwithstanding anything to the contrary\ncontained in this subdivision \"(1)\" however, it is Tenant's obligation, at\nTenant's own cost and expense, to promptly replace all damaged or broken glass\nor other glass in or about the demised premises, to the extent not caused by the\nnegligence or willful misconduct of Landlord, its agents, contractors or\nemployees);\n\n (2) Tenant shall at all times keep and maintain the demised premises\nin a clean, neat and orderly fashion;\n\n (3) Tenant shall not place or install any sign on the exterior of the\nbuilding, nor shall place in any display case, windows, entrance doors or any\nother area visible to public view from the outside of the building or from the\noutside of the demised premises, any signs, without first obtaining in each\ninstance, Landlord's prior written consent and approval. Tenant acknowledges\nthat the foregoing is an essential condition of this lease, it being Landlord's\nintention not to permit in any way the diminishing of the dignity and character\nof the building by Tenant exhibiting or posting signs which, in Landlord's sole\ndiscretion, would impede and lessen the character and dignity of the building;\n\n (4) all draperies and other such installations affecting the\nappearance of the building, or which are visible from the outside of the demised\npremises shall be subject to prior written approval of Landlord, which approval\nshall not be unreasonably withheld or delayed, but this provision shall not\nrestrict the recreational outdoor use of the Roof\/Set-Back Area permitted\npursuant to Article 2 of this lease, subject to all the other terms, covenants\nand conditions of this lease;\n\n (5) Tenant shall cause the demised premises to be free at all times of\nall vermin and insects and will take whatever reasonable precautions that\nLandlord deems necessary to prevent such vermin or insects from existing in the\ndemised premises or permeating any other parts of the building, including but\nnot limited to, the hiring by Tenant of an exterminator to provide regular\nmonthly service (and more often if need be) to the demised premises;\n\n\n\n\n (6) Subject to the other provisions of this lease, Tenant shall keep\nthe fixtures, furnishings, decorations and equipment in the demised premises in\ngood order and repair so as to preserve the good appearance of the demised\npremises;\n\n (7) Supplementing Article 6 of this lease, Tenant shall fully comply\nwith all laws, ordinances, rules and regulations of any governmental authority\nregarding the HVAC equipment exclusively serving the demised premises;\n\n (8) If Tenant shall be required by any laws, ordinances, rules or\nregulations of any governmental authority to maintain a fire alarm subsystem,\n(i) Tenant shall at all times maintain such subsystem in good order and\ncondition and connected to the building's main fire control panel, and Tenant\nshall provide a person or persons to man Tenant's fire control subpanel 24 hours\na day for each day of the year to the extent required by the laws, ordinances,\nrules and regulations of any governmental authority, and (ii) Tenant shall enter\ninto a service contract with a contractor approved by Landlord prior to the\nexecution of such contract for the repair and maintenance of Tenant's fire alarm\nsubsystem during the lease term, such repair and maintenance to be at Tenant's\nsole cost and expense, and upon Landlord's request, Tenant shall provide\nLandlord with a true and correct copy of the service contract for Tenant's fire\nalarm subsystem;\n\n (9) Tenant shall not install, place or permit any awning, antenna or\nother projection on the outside wall of the demised premises without the\napproval of Landlord, which approval shall not be unreasonably withheld or\ndelayed, and, with respect to the installation of any awning, antenna or other\nprojection on any wall of the Roof\/Set-Back Area, such installation shall be\nperformed in compliance with the terms and conditions of Articles 3, 45 and 59\nof this lease;\n\n (10) Any failure or refusal on the part of Tenant to comply with its\nobligations and agreements contained in this Article shall constitute a material\ndefault under this lease entitling Landlord to exercise all of its rights\ncontained herein or provided by law or in equity in the event of a breach\nhereunder by Tenant, including, without limitation, the right to terminate this\nlease.\n\n (D) Except for the sublease and sub-sublease of Tenant's improvements and\nfixtures pursuant to Article 56(N), all fixtures comprising a part of the\ndemised premises and installed by Tenant in the demised premises shall at all\ntimes be maintained by Tenant free and clear of any mortgage, conditional bill\nof sale, title retention agreement or other lien or encumbrances.\n\n (E) Upon Landlord's written request therefor, Tenant shall provide Landlord\nwith an annual statement of income and expenses of Tenant and an annual balance\nsheet of assets and liabilities of Tenant, certified by a duly authorized\nofficer of Tenant.\n\n55. SPECIAL RESTRICTIONS:\n\n (A) Anything contained in this lease to the contrary notwithstanding,\nTenant shall not use the demised premises or any part thereof to be used, in any\nmanner which (i) constitutes a public or private nuisance, (ii) would cause\nphysical damage to the building or any part thereof, (iii) Landlord deems to\nimpair the appearance, character or reputation of the building .(but this clause\n(iii) shall not be applied to deny Tenant's recreational outdoor use of the\nRoof\/Set-Back Area pursuant to Article 2 of this lease), (iv) Landlord deems\noffensive by reason of the discharge of objectionable fumes, vapors or odors\ninto the building heating, ventilating, air conditioning, plumbing or other\nmechanical systems or facilities or into the building flues or vent slots, or\n(v) Landlord deems to impair or interfere with any of the building services or\nthe proper and economic heating, air conditioning, or other servicing of the\nbuilding, or (vi) Landlord reasonably deems to impair or interfere with the use\nor occupancy of any of the other areas of the building by, or occasion\ndiscomfort, annoyance or inconvenience to, Landlord or any other of the tenants\nor occupants of the building, provided that with respect to the Roof\/Set-Back\nArea, Tenant shall not use the same in a manner that disturbs other tenants in\nthe building.\n\n (B) Tenant, at its own expense, shall take such steps as Landlord may\nrequire to protect and preserve the plumbing and other systems of the building\nand the occupants of the building from any and all chemicals or other substances\nused by Tenant which are corrosive, \n\n\n\n\nacidic, noxious, caustic, inflammable or otherwise capable of causing injuries\nto persons, damage to property and\/or any adverse effects on the use, property\nor operations of Landlord or other tenants in the building, including, without\nlimitation, preventing substances from entering waste lines which could clog or\notherwise impair the plumbing system, preventing odors and fumes from\naccumulating in and\/or escaping from the demised premises, Tenant at all times\nproviding adequate ventilation into and from the demised premises, and properly\nstoring, using and disposing of garbage and any other substance requiring\nspecial handling, treatment or disposal in accordance with laws and the\napplicable provisions of this lease. As used herein \"laws\" shall mean and\ninclude all laws, rules, regulations, ordinances, codes and orders of all\ngovernmental and quasi-governmental authorities, agencies and departments, and\nthe directions, provisions and requirements thereof and of labor agreements,\ninsurance boards, policies and carriers and rating bureaus.\n\n (C) No provision of this lease and no statement as to the nature of the\nbusiness or use which is to be engaged in or conducted by Tenant in the demised\npremises contained herein, and no action or inaction by Landlord at any time\nshall constitute a representation or warranty by Landlord that any such business\nor use of the demised premises, or the building will be suitable, feasible or\nadequate for any general or specific use, purpose or requirement of Tenant or\nthat the same will comply with any laws or be permitted under any certificate(s)\nof occupancy issued for the building.\n\n (D) If any governmental license or permit shall be required for the proper\nand lawful conduct of Tenant's business in the demised premises or its use\nwithout any license or permit would in any way affect Landlord or the building,\nthen Tenant, at its expense, shall duly procure and thereafter maintain such\nlicense or permit and submit the same to Landlord for inspection.\n\n (E) Tenant agrees that the value of the demised premises and the reputation\nof the Owner will be seriously injured it the premises are used for any obscene\nor pornographic purposes or any sort of commercial sex establishment. Tenant\nagrees that Tenant will not bring or permit any obscene or pornographic material\non the premises, and shall not permit or conduct any obscene, nude, or semi-nude\nlive performances on the premises, nor permit use of the premises for nude\nmodeling, rap sessions, or as a so-called rubber goods shops, or as a sex club\nof any sort, or as a \"massage parlor\". Tenant agrees further that Tenant will\nnot permit any of these uses by any sublessee or assignee of the premises. This\nArticle shall directly bind any successors in interest to the Tenant. Tenant\nagrees that if at any time Tenant violates any of the provisions of this\nArticle, such violation shall be deemed a breach of a substantial obligation of\nthe terms of this lease and objectionable conduct. Pornographic material is\ndefined for purposes of this Article as any written or pictorial matter with\nprurient appeal or any objects or instrument that are primarily concerned with\nlewd or prurient sexual activity. Obscene material is defined here as it is\npresently-defined in Penal law Section 235.00.\n\n (F) Tenant shall not sell, display, distribute or give away directly from\nwithin the demised premises or the building any item which is obscene,\npornographic or otherwise unlawful, including, without limitation, any illegal\ndrugs or other substances or any items designed (or readily altered for use) as\ndrug paraphernalia, such as empty vials, miniature pipes, or similar articles.\nTenant shall not use any entertainment or advertising medium such as hand bills,\nflashing lights, loudspeakers, radios, televisions, or any other item which may\nbe seen, heard or otherwise perceived outside the demised premises. Tenant shall\nnot keep or otherwise distribute directly from within the demised premises or\nthe building any item which adversely affects the cleanliness, dignity,\nreputation or appearance of the building or the demised premises, in whole or in\npart including, without limitation, gambling, gaming, raffles and lotteries. All\nrefuse, rubbish, litter and packaging of Tenant and\/or any customer of Tenant\nshall be disposed of without littering the building or the demised premises, at\nTenant's expense, using receptacles within the demised premises supplied,\noperated and maintained by Tenant for such purpose. Nothing in this paragraph,\nhowever, shall restrict, limit or otherwise interfere with Tenant's ability to\nconduct its business, which consists, among other things, of the electronic\ndisplay, distribution and dissemination of advertising, electronic commerce\noffers and other information over the Internet; the sale of advertising\ninventory located on Internet websites to facilitate same; and the transaction\nof other business in connection with the foregoing and the maintenance of\nfacilities to enable the foregoing.\n\n\n\n\n56. MISCELLANEOUS:\n\n (A) Except as otherwise specifically provided in this lease, Tenant agrees\nthat it shall not at any time without first obtaining Landlord's written\nconsent, use, or permit to be used, any space outside of the demised premises\nfor any purpose.\n\n (B) All overdue installments of rent and additional rent shall bear\ninterest accruing from the date the obligation becomes due and payable, until\npayment is made, at a rate equal to one (1%) percent over the then base rate of\nCitibank, N.A. in New York, New York (the \"Interest Rate\"), which shall in no\nevent be greater than the maximum legal rate of interest.\n\n (C) If Local Law No. 5, or any amendment thereto, or rule or regulation\nissued by any governmental authority pursuant thereto, requires that any change\nbe made with respect to the demised premises, Tenant shall, at its sole cost and\nexpense, make such change provided that such change is required substantially\nonly within the demised premises or is required by reason of Tenant's manner of\nuse of the demised premises.\n\n (D) If any term, covenant or condition of this lease shall provide that\nLandlord shall not unreasonably withhold or delay its consent or approval,\nLandlord shall, in no event, be held liable in damages or for any monetary\namount whatsoever (whether or not direct or indirect, foreseeable or not\nforeseeable, or ordinary or extraordinary) if a claim is made that Landlord has\nunreasonably withheld or delayed such consent or approval. In such case,\nTenant's sole recourse shall be to obtain an immediate expedited arbitration of\nthe dispute with one arbitrator selected by the Chairman of the Board of\nDirectors of the Management Division of the Real Estate Board of New York, Inc.,\nor any successor organization thereto. The arbitrator shall be an impartial real\nestate broker in New York City having at least ten years' experience in the\nleasing of commercial real estate in New York City. In rendering his or her\ndecision, the arbitrator shall be free to select only Landlord's position or\nTenant's position, and the decision of such arbitrator shall be final, binding\nand conclusive upon the parties.\n\n (E) If Tenant fails to make any repairs or perform any work which Tenant is\nobligated to perform under this lease or if Tenant fails to perform any\nobligations required by Article 6, Landlord shall have the right (but not the\nobligation), upon reasonable notice to Tenant, to enter the demised premises and\nperform any such repairs, work or obligations, the cost of which shall be paid\nby Tenant to Landlord, as additional rent hereunder, within ten (10) days after\ndemand therefor.\n\n (F) Tenant shall not cause or permit any Hazardous Materials (hereinafter\ndefined) to be used, stored, transported, released, handled, produced or\ninstalled in, on or from the demised premises or the building. \"Hazardous\nMaterials\", as used herein, shall mean any flammable materials, explosives,\nradioactive materials, hazardous wastes, hazardous and toxic substances or\nrelated materials, asbestos or any material containing asbestos, or any other\nsubstance or material included in the definition of \"hazardous substances\",\n\"hazardous wastes\", \"hazard materials\", \"toxic substances\", \"contaminants\" or\nany other pollutant, or otherwise regulated by any Federal, state or local\nenvironmental law, ordinance, rule or regulation including, without limitation,\nthe Comprehensive Environmental Response Compensation and Liability Act of 1980,\nas amended, the Hazardous Materials Transportation Act, as amended, the Resource\nConservation and Recovery Act, as amended, and in the regulations adopted and\npublications promulgated pursuant to each of the foregoing. In the event of a\nviolation by Tenant of any of the foregoing provisions of this Sub-Article,\nLandlord may, without notice and without regard to any grace period contained\nherein, take all remedial action deemed necessary by Landlord to correct such\ncondition and Tenant shall reimburse Landlord for the cost thereof, upon demand,\nas additional rent.\n\n (G) Tenant shall have access to the building 24 hours per day, 365 days per\nyear, during the term of this lease, with at least one elevator serving the\ndemised premises. All other Landlord's services to be provided to Tenant\npursuant to this lease, notwithstanding any provision to the contrary contained\nelsewhere in this lease, shall be provided during the appropriate season, only\nfrom 7:00 a.m. to 6:00 p.m. on business days and on holidays (as referred to in\nthe last sentence of Article 31 of this lease) which occur on any day from\nMonday through Friday.\n\n\n\n\n\n (H) Notwithstanding anything to the contrary contained elsewhere in this\nlease, Landlord shall not provide any cleaning, extermination or rubbish removal\nservices to the demised premises. Tenant, at Tenant's sole cost and expenses,\nshall provide all cleaning, extermination and rubbish removal services to the\ndemised premises subject to Landlord's reasonable rules and regulations with\nrespect thereto.\n\n (I) Notwithstanding anything to the contrary contained elsewhere in this\nlease, in the event that on or prior to the third anniversary of the\nCommencement Date of this lease, a tenant occupying the twelfth (12th) floor of\nthe building shall require a dedicated loading bay and freight elevator, Tenant\nshall share the use of loading bay #21 and freight elevator F-8 with such other\ntenant on an equal basis, including the sharing, on an equal basis with such\nother tenant, of all obligations, liabilities, costs and expenses imposed by\nthis lease with respect to such loading bay and freight elevator on Tenant. Upon\nthe election by the 12th floor tenant to use such loading bay and freight\nelevator, the same shall be deemed deleted from the demised premises, and in\nlieu thereof, Tenant and such 12th floor tenant shall share the exclusive use of\nthe loading dock and freight elevator; Landlord shall thereafter be required to\nmaintain the same at its cost and expense, and Tenant shall be obligated to\nreimburse Landlord for 50% of the costs thereof as additional rent under this\nlease.\n\n (J) Tenant shall receive the following:\n\n (1) Overtime condenser water at the rate of $25.00 per hour to serve\nthe entire demised premises; and\n\n (2) A proportionate share (i.e., 3.584%) of the listings on the\ndirectory in the lobby of the building.\n\n (K) Notwithstanding anything to the contrary contained elsewhere in this\nlease, Landlord's charges for Tenant's move into the demised premises and for\nsupervision of Tenant Improvements may not exceed Landlord's actual and\nreasonable out-of-pocket costs therefor.\n\n (L) Notwithstanding anything to the contrary contained in this lease, in no\nevent shall Landlord or Tenant be liable for consequential damages, including,\nwithout limitation, loss of business or contracts, by reason of any default by\nsuch party under this lease.\n\n (M) To assist Tenant in obtaining the benefits of Con Edison's Business\nIncentive Rate for its electricity consumption at the demised premises, Landlord\nshall execute the Business Incentive Rate Application (Riders F & J), a copy of\nwhich is annexed hereto as Exhibit E. To the extent that Landlord shall receive\nany reduction in the cost of electricity as a result thereof, the electricity\ncharges to Tenant pursuant to Article 39(A) of this lease shall be adjusted so\nthat Tenant shall receive such reduction on a dollar-for-dollar basis with the\nreduction received by Landlord.\n\n (N) Landlord hereby consents to a sublease by Tenant to the New York City\nIndustrial Development Agency of Tenant's improvements to the demised premises\nand a sub-sublease by the New York City Industrial Development Agency to Tenant\nof such Tenant's improvements, it being understood and agreed that such sublease\nand sub-sublease shall be subject and subordinate in all respects to this lease\nand Landlord's rights and remedies under this lease.\n\n (O) Tenant shall have the right, at Tenant's expense, to amend the\ncertificate of occupancy of the building to permit office use of the Interior\nDemised Area and Landlord shall cooperate with Tenant in connection therewith at\nno cost or expense to Landlord.\n\n (P) This lease shall terminate and be of no force and effect whatsoever at\n5:00 p.m. Eastern Standard Time on Friday, January 29, 1999, unless Landlord and\nTenant have executed and delivered an amendment to this lease prior thereto to\ninclude the twelfth (12th) floor of the building in the demised premises, which\namendment shall have received the necessary approvals of Landlord's and Tenant's\ncommittee. If this lease shall so terminate, Landlord shall return to Tenant the\nfirst month's fixed rent and the Letter of Credit. Notwithstanding the\ntermination of this lease as provided in the immediately preceding sentence, at\nTenant's option, to be exercised by written notice (the Restoration Notice\") to\nLandlord no later than March 2, 1999, Tenant may cancel such termination of this\nlease so that this lease shall thereafter be in full force and effect to \n\n\n\n\nthe same effect as if this lease had not previously terminated pursuant to the\nterms of this Sub-Article, if Tenant shall deliver the first month's fixed rent\nand Letter of Credit to Landlord together with the Restoration Notice.\n\n57. SUBORDINATION:\n\n (A) This lease shall be subject and subordinate to all Superior Leases and\nSuperior Mortgages (as such terms are hereinafter defined), provided that (a) a\nmortgagee (i.e., a holder of a mortgage on the land and\/or building and of all\nrenewals, modifications, supplements, consolidations, replacements and\nextensions of any such mortgage (\"Superior Mortgage\") shall execute and deliver\nto Tenant an agreement in recordable form to the effect that, if there shall be\na foreclosure of its mortgage, deed-in-lieu of foreclosure or other exercise of\nrights under the Superior Mortgage, such mortgagee will not make Tenant a party\ndefendant to such foreclosure, evict Tenant, disturb Tenant's possession under\nthis lease, or terminate or disturb Tenant's leasehold estate or rights\nhereunder, and will recognize Tenant as the direct tenant of such mortgagee on\nthe same terms and conditions as are contained in this lease, subject to the\nprovisions hereinafter set forth, provided no event of default shall have\noccurred and be continuing hereunder beyond all applicable notice and cure\nperiods, or (b) any ground lessor shall execute and deliver to Tenant an\nagreement to the effect that if its ground or underlying lease of the land or\nthe building and all renewals, extensions, supplements, amendments and\nmodifications thereof (\"Superior Lease\") shall terminate or be terminated for\nany reason, or if the holder of such Superior Lease exercises any other rights\nunder the Superior Lease, the ground lessor will not evict Tenant, disturb\nTenant's possession under the lease, or terminate or disturb Tenant's leasehold\nestate or rights hereunder, and will recognize Tenant as the direct tenant of\nsuch ground lessor on the same terms and conditions as are contained in this\nlease (subject to the provisions hereinafter set forth), provided no event of\ndefault shall have occurred and be continuing beyond all applicable notice and\ncure periods hereunder and ground lessor shall not make Tenant a party in any\naction to terminate any such Superior Lease or to remove or evict Tenant from\nthe demised premises provided no event of default shall have occurred and be\ncontinuing beyond all applicable notice and cure periods hereunder (any such\nagreement, or any agreement of similar import, from a mortgagee or a ground\nlessor, as the case may be, being hereinafter referred to as a \"Nondisturbance\nAgreement\", shall be in the form annexed hereto as Exhibit F). This clause shall\nbe self-operative and no further instrument of subordination shall be required\nfrom Tenant to make the interest of any lessor or mortgagee superior to the\ninterest of Tenant hereunder, provided that Tenant receives a fully executed\noriginal Nondisturbance Agreement in recordable form from the holder of each\nsuch Superior Mortgage or Superior Lease. Tenant, however, shall execute and\ndeliver promptly the Nondisturbance Agreement, provided such agreement is\nsubstantially in the same form as that annexed hereto as Exhibit F. in\nconfirmation of such subordination. Landlord represents that no Superior\nMortgage or Superior Lease exists as of the Commencement Date.\n\n (B) If required by the mortgagee or the ground lessor, within ten (10)\nbusiness days after notice thereof, Tenant shall join in any Nondisturbance\nAgreement to indicate its concurrence with the provisions thereof and its\nagreement to attorn to such mortgagee or ground lessor, as the case may be, as\nTenant's landlord hereunder, and Tenant shall promptly so accept, execute and\ndeliver any Nondisturbance Agreement proposed by any such mortgagee or ground\nlessor which conforms to the provisions of this Article and is in the form of\nExhibit F annexed hereto.\n\n58. SECURITY:\n\n (A) Concurrently with Tenant's execution and delivery to Landlord of this\nlease, Tenant shall deliver to Landlord a \"clean\", unconditional, irrevocable\nand transferable letter of credit (the \"Letter of Credit\") issued by and drawn\non Chase Manhattan Bank (or a bank the main office of which is located in New\nYork City) and which is satisfactory to Landlord, for the account of Landlord,\nas security for the faithful performance and observance by Tenant of the terms,\ncovenants, conditions and provisions of this lease, including, without\nlimitation, the surrender of possession of the demised premises to Landlord as\nprovided in this lease. The Letter of Credit shall be in the following amount:\n\n (i) From the date this lease is executed and delivered to Landlord to\nand including the day immediately preceding the fifth (5th) anniversary of the\nRent Commencement \n\n\n\n\nDate, the amount of the Letter of Credit shall be THREE MILLION AND 00\/100\nDOLLARS ($3,000,000.00);\n\n (ii) Provided that the Tenant is not then in default with respect to\nany of the monetary terms, covenants, conditions or provisions of this lease\nbeyond the expiration of all applicable notice and grace periods, on the fifth\n(5th) anniversary of the Rent Commencement Date (or if Tenant is then so in\ndefault, upon the cure of such default) the amount of the Letter of Credit shall\nbe reduced to ONE MILLION FIVE HUNDRED THOUSAND AND 00\/100 DOLLARS\n($1,500,000.00);\n\n (iii) Provided that the Tenant is not then in default with respect to\nany of the monetary terms, covenants, conditions or provisions of this lease\nbeyond the expiration of all applicable notice and grace periods, on the sixth\n(6th) anniversary of the Rent Commencement Date (or if Tenant is then so in\ndefault, upon the cure of such default) the amount of the Letter of Credit shall\nbe reduced to ONE MILLION TWO HUNDRED THOUSAND AND 00\/100 DOLLARS\n($1,200,000.00);\n\n (iv) Provided that the Tenant is not then in default with respect to\nany of the monetary terms, covenants, conditions or provisions of this lease\nbeyond the expiration of all applicable notice and grace periods, on the seventh\n(7th) anniversary of the Rent Commencement Date (or if Tenant is then so in\ndefault, upon the cure of such default) the amount of the Letter of Credit shall\nbe reduced to NINE HUNDRED THOUSAND AND 00\/100 DOLLARS ($900,000.00);\n\n (v) Provided that the Tenant is not then in default with respect to\nany of the monetary terms, covenants, conditions or provisions of this lease\nbeyond the expiration of all applicable notice and grace periods, on the eighth\n(8th) anniversary of the Rent Commencement Date (or if Tenant is then so in\ndefault, upon the cure of such default) the amount of the Letter of Credit shall\nbe reduced to SIX HUNDRED THOUSAND AND 00\/100 DOLLARS ($600,000.00); and\n\n (vi) Provided that the Tenant is not then in default with respect to\nany of the monetary terms, covenants, conditions or provisions of this lease\nbeyond the expiration of all applicable notice and grace periods, on the ninth\n(9th) anniversary of the Rent Commencement Date (or if Tenant is then so in\ndefault, upon the cure of such default) the amount of the Letter of Credit shall\nbe reduced to THREE HUNDRED THOUSAND AND 00\/100 DOLLARS ($300,000.00).\n\n Landlord agrees to execute an amendment to the Letter of Credit or\notherwise direct the issuer of the Letter of Credit, as necessary, to facilitate\nthe reductions in the amount of the Letter of Credit provided above, provided\nthat Tenant is not at the time of any such reduction in default with respect to\nany of the monetary terms, covenants, conditions or provisions of this lease\nbeyond the expiration of all applicable notice and grace periods (or if Tenant\nis then so in default, upon the cure of such default).\n\n The Letter of Credit shall by its terms (i) automatically renew\nannually and (ii) require the issuer to provide sixty (60) days prior written\nnotice (the \"Cancellation Notice\") to both Tenant and Landlord of any intent or\nelection on the part of the issuer to cancel or terminate the Letter of Credit.\nIf a Cancellation Notice is received, Tenant shall have thirty (30) days from\nthe date of receipt of such Cancellation Notice to deliver to Landlord a\nsubstitute letter of credit in the same amount and on the same terms as required\nby this Article (a \"Substitute Letter of Credit\"). After receipt by Landlord of\na Substitute Letter of Credit, Landlord shall promptly return the Letter of\nCredit (or, as the case may be, the Substitute Letter of Credit with respect to\nwhich the Cancellation Notice was received) to Tenant. If Landlord shall not\nhave received a Substitute Letter of Credit within the required thirty (30)\ndays, Landlord may, at its sole discretion, draw down the whole amount of the\nLetter of Credit (or, as the case may be, the Substitute Letter of Credit with\nrespect to which the Cancellation Notice was received) and retain the proceeds\nthereof as cash security in lieu of the Letter of Credit (or, as the case may\nbe, the Substitute Letter of Credit with respect to which the Cancellation\nNotice was received) until Tenant shall have provided Landlord with a new\nSubstitute Letter of Credit.\n\n\n\n\n (B) In the event Tenant defaults beyond all applicable notice and cure\nperiods in respect of any of the terms, covenants, conditions or provisions of\nthis lease, including, but not limited to, the payment of rent and additional\nrent, Landlord may present the Letter of Credit for payment, to the extent of,\nand may use, apply or retain the proceeds thereof for, (i) the payment of any\nrent, additional rent or other sum as to which Tenant is in default, (ii) any\nsum which Landlord may expend or be required to expend (including attorneys'\nfees and disbursements) by reason of Tenant's default, including, without\nlimitation, any damages or deficiency incurred or suffered by Landlord with\nrespect to the re-letting of the premises, whether such damage or deficiency\naccrued before or after summary proceedings or other re-entry by Landlord, (iii)\nany damage, liability, cost or expense (including attorneys' fees and\ndisbursements) incurred or suffered by Landlord by reason of Tenant's default,\nand (iv) any liens, judgments, costs, expenses, damages, losses and liabilities\n(whether or not in connection with litigation) incurred or suffered by Landlord\nby reason of Tenant's failure to fully satisfy Tenant's indemnity, defense and\nhold harmless obligations pursuant to any of the provisions of this lease. If\nLandlord uses, applies or retains any part of the proceeds of the Letter of\nCredit, Tenant, within twenty (20) days after demand, shall deposit with\nLandlord, or reinstate the full amount of the Letter of Credit then required to\nbe maintained, the amount so used, applied or retained so that Landlord shall\nhave the full security on hand at all times during the term of this lease.\n\n (C) In the event that Tenant is not in default with respect to any of the\nmonetary terms, covenants, conditions or provisions of this lease upon the\nexpiration of the initial term of this lease, that portion of the Letter of\nCredit that has not been used, applied or retained by Landlord pursuant to\nSubArticle (B) of this Article shall be returned to Tenant, together with a\nletter from Landlord addressed to the issuer of the Letter of Credit authorizing\ncancellation of the Letter of Credit.\n\n (D) In the event of a sale of the land and\/or building or the leasing of\nthe building, Landlord shall transfer the Letter of Credit to the vendee or\nlessee, as the case may be, and Landlord shall thereupon be released by Tenant\nfrom all liability for the return of, and with respect to, the Letter of Credit\nand Tenant shall cause the bank which issued the Letter of Credit to issue an\namendment to the Letter of Credit or to issue a new Letter of Credit naming the\nvendee or lessee as the beneficiary thereunder, provided that the previous\nbeneficiary of the Letter of Credit shall have delivered a letter from such\nbeneficiary addressed to the issuer of the Letter of Credit authorizing such\namendment of the Letter of Credit, or the cancellation of the existing Letter of\nCredit in the case of the issuance of a new Letter of Credit. Upon such transfer\nby Landlord of the Letter of Credit, Tenant agrees to and shall look solely to\nsuch vendee or lessee, as the case may be, as the new landlord, for the return\nof the whole or any portion of the Letter of Credit. The provisions of this\nArticle shall apply to every transfer or assignment of the Letter of Credit to a\nnew landlord.\n\n (E) Tenant shall not assign or encumber or attempt to assign or encumber\nthe Letter of Credit. Landlord, its successor and assigns, shall not be bound by\nany assignment, encumbrance, attempted assignment or attempted encumbrance of\nthe Letter of Credit by Tenant.\n\n59. THE ROOF\/SET-BACK AREA:\n\n (A) RENDERING.\n\n Landlord hereby approves of Tenant's proposed rendering of Tenant's\ninstallations on the Roof\/Set-Back Area, a copy of which is annexed hereto as\nExhibit G. provided that all the terms and conditions of this lease with respect\nto the Roof\/Set-Back Area are complied with by Tenant. It is understood and\nagreed that Tenant may modify such rendering or substitute another rendering in\nlieu thereof with Landlord's prior written consent, not to be unreasonably\nwithheld or delayed, provided that all the terms and conditions of this lease\nwith respect to the Roof\/Set-Back Area are complied with by Tenant.\nNotwithstanding Landlord's approval of the aforementioned rendering or of\nTenant's modification thereof or substitution of another rendering in lieu\nthereof, Tenant may not perform any Changes to the Roof\/Set-Back Area until and\nunless Landlord has approved Tenant's detailed plans and specifications\ntherefor, such approval not to be unreasonably withheld or delayed, and Tenant\nhas complied with all the other terms and conditions of this lease with respect\nto such Changes.\n\n\n\n\n (B) CERTAIN RESTRICTIONS.\n\n Tenant will not cook on the Roof\/Set-Back Area and will not place\nitems of equipment or personally within the five (5) foot area measured from the\nparapet inward. Tenant will comply with all applicable laws with respect to the\nRoof\/Set-Back Area, and will obtain a modification to the Certificate of\nOccupancy if required for Tenant's use of, or improvements on or to, the\nRoof\/Set-Back Area. The Roof\/Set-Back Area, including the improvements thereto,\nwill be solely for the use of Tenant, its employees and business invitees. All\nimprovements and installations to the Roof\/Set-Back Area will be properly\nsecured to the roof. In addition, all improvements and installations (including,\nwithout limitation, all fixtures, furnishings, equipment and other personal\nproperty) shall satisfy building code requirements, and Tenant, before making\nany such improvements and installations, shall submit detailed plans and\nspecifications thereof to Landlord for Landlord's consent, not to be\nunreasonably withheld or delayed, showing the size and location thereof and the\nmanner in which such improvements and installations shall be secured to the\nroof.\n\n (C) FAR.\n\n If the building's available Floor Area Ratio (\"FAR\") is, diminished by\nreason of any installations made by Tenant to the Roof\/Set-Back Area, Landlord,\nat its election (to be exercised only if Landlord then requires such FAR\nrights), shall have the right to have Tenant remove any particular roof\ninstallation, at Tenant's cost and expense, that was the cause of such\ndiminution in available FAR; provided that Tenant shall have the right to\nreasonably contest the issue as to whether such installation diminishes FAR, but\nif such contest shall not be finally determined within 60 days, Tenant shall\nremove the installations during the pendency of the contest.\n\n (D) RESTORATION.\n\n Tenant, at Landlord's election, by notice given to Tenant not later\nthan 180 days prior to the expiration of the term of this lease, shall restore\nthe Roof\/Set-Back Area to its condition prior to Tenant's installation of its\nimprovements.\n\n (E) REAL ESTATE TAXES AND INSURANCE.\n\n In addition to any amounts payable by Tenant pursuant to Articles 6\nand 42 of this lease, but without any duplication thereof, Tenant shall pay\nLandlord, as additional rent, for any increases in Taxes or costs of Landlord's\ninsurance directly attributable to Tenant's use of the Roof\/Set-Back Area and\nTenant's Changes to the Roof\/Set-Back Area.\n\n\n\n\n\n\n\n\n\n\n EXHIBIT A-1\n\n DIAGRAM OF SIXTEENTH FLOOR\n\n\n\n\n\n\n\n\n\n EXHIBIT A-1\n\n [DIAGRAM]\n\n\n\n\n\n EXHIBIT A-2\n\n DIAGRAM OF LOADING BAY #21\n AND FREIGHT ELEVATOR #F-8\n\n\n\n\n\n\n EXHIBIT A-2\n\n [DIAGRAM]\n\n\n\n\n\n\n EXHIBIT A-3\n\n DIAGRAM OF ROOF\/SET-BACK AREA\n\n\n\n\n\n\n\n EXHIBIT A-3\n\n [DIAGRAM]\n\n\n\n\n\n\n EXHIBIT A-4\n\n DIAGRAM OF SECOND ROOF\/SET-BACK AREAS\n\n\n\n\n\n\n\n EXHIBIT A-4\n\n [DIAGRAM]\n\n\n\n\n\n\n EXHIBIT B\n\n DESCRIPTION OF LAND\n\n That certain parcel of land situated in the Borough of Manhattan, City,\nCounty and State of New York bounded and described as follows:\n\n BEGINNING at a point formed by the intersection of the easterly side of\nTenth Avenue and the northerly side of West 31st Street;\n\n THENCE eastwardly along the northerly side of West 31st Street, 302'0\" to a\npoint;\n\n THENCE northwardly and parallel to Tenth Avenue, 455'0\" to a point on the\nsoutherly side of West 33rd Street;\n\n THENCE westwardly along the southerly side of West 33rd Street, 302'0\" to a\npoint formed by the intersection of said southerly side of 33rd Street and the\neasterly side of Tenth Avenue;\n\n THENCE southwardly along the easterly side of Tenth Avenue 455'0\" to the\npoint of place of beginning.\n\nSUBJECT TO:\n\n 1. Reservation in Liber 3673 cp 13.\n\n 2. Easements in Libers 4901 cp 614, 4902 cp 271, 4904 cp 646, 4920 cp 22.\n\n 3. Covenants in Liber 4920 cp 1, as amended and modified by Liber 5112 cp\n 474 and Liber 5146 cp 162.\n\n\n\n\n\n\n EXHIBIT C\n\n COPY OF CERTIFICATE OF OCCUPANCY\n\n\n\n\n\n Page 1 of 2\n Temporary\n Alt 217\/82 1072\/85\n 1737\/85\n\n THE CITY OF NEW YORK\n DEPARTMENT OF BUILDINGS\n CERTIFICATE OF OCCUPANCY\n\nBOROUGH: Manhattan DATE: April 15, 1998 No. 114601\n\nThis certificate supersedes C.O. No. 114116 ZONING DISTRICT: M1-6\n\nTHIS CERTIFIES that the new-altered-existing building premises located at\n\n 448-470 WEST 33RD STREET, SEC OF TENTH AVENUE, BLOCK 729, LOT 1\n-------------------------------------------------------------------------------\n\nCONFORMS SUBSTANTIALLY TO THE APPROVED PLANS AND SPECIFICATIONS AND TO THE\nREQUIREMENTS OF ALL APPLICABLE LAWS, RULES, AND REGULATIONS FOR THE USES AND\nOCCUPANCIES SPECIFIED HEREIN.\n\n PERMISSIBLE USE AND OCCUPANCY\n<\/pre>\n
\n\n————— ——— ———— ———– ———— ———– ————– —————————
\n Live Zoning
\n Load Maximum Dwelling Building Building
\n Lbs. No. of or Code Zoning Code
\n per Persons Rooming Habitable Use Occupancy
\n Story Sq.Ft. Permitted Units Rooms Group Group Description of Use
\n————— ——— ———— ———– ———— ———– ————– —————————
\n
\nCellar 120 10 B2 Storage
\n————— ——— ———— ———– ———— ———– ————– —————————
\n1st Floor 175 100 17 D2 Truck Terminal, Accessory
\n Storage
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 6 C Store
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 700 6 F4 Cafeteria and Dining Rooms
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 70 6 F3 Cardiovascular Fitness
\n Center
\n————— ——— ———— ———– ———— ———– ————– —————————
\nMezzanine 58 6 F4 Cafeteria in Conjunction
\n with First Floor Cafeteria
\n————— ——— ———— ———– ———— ———– ————– —————————
\n2nd Floor 120 855 16 Truck Terminal Warehouse
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 175 17 Manufacturing
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 6 Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\nMezzanine 120 597 6 E Offices and Battery Rooms
\n————— ——— ———— ———– ———— ———– ————– —————————
\n3rd & 4th 120 ea. 855 ea. 16 Warehouse Manufacturing
\nFloor Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n5th Floor 120 648 6 E Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 147 6 F4 Employees’ Cafeteria
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 60 6 F1B Meeting Room
\n————— ——— ———— ———– ———— ———– ————– —————————
\n6th Floor 75 855 6 Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 11 Light Manufacturing
\n————— ——— ———— ———– ———— ———– ————– —————————
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\nOPEN SPACE USE
\n —————————————————————–
\n (specify parking spaces, loading berths, other uses, none)<\/p>\n
——————————————————————————-
\n——————————————————————————-<\/p>\n
NO CHANGE OF USE OR OCCUPANCY SHALL BE MADE UNLESS
\n A NEW AMENDED CERTIFICATE OF OCCUPANCY IS OBTAINED<\/p>\n
THIS CERTIFICATE OF OCCUPANCY IS ISSUED SUBJECT TO FURTHER LIMITATIONS,
\nCONDITIONS AND SPECIFICATIONS NOTED ON THE REVERSE SIDE.<\/p>\n
[illegible] [illegible]
\n————————————- ———————————–
\n Borough Superintendent Commissioner<\/p>\n
\/ \/ ORIGINAL \/ \/ OFFICE COPY – DEPARTMENT OF BUILDING \/ \/ ORIGINAL<\/p>\n
Page 2 of 2
\n Temporary
\n Alt 217\/82 1072\/85
\n 1737\/85<\/p>\n
THE CITY OF NEW YORK
\n DEPARTMENT OF BUILDINGS
\n CERTIFICATE OF OCCUPANCY<\/p>\n
BOROUGH: Manhattan DATE: April 15, 1998 No. 114601<\/p>\n
This certificate supersedes C.O. No. 114116 ZONING DISTRICT: M1-6<\/p>\n
THIS CERTIFIES that the new-altered-existing building premises located at<\/p>\n
448-470 WEST 33RD STREET, SEC OF TENTH AVENUE, BLOCK 729, LOT 1
\n——————————————————————————-
\nconforms substantially to the approved plans and specifications and to the
\nrequirements of all applicable laws, rules, and regulations for the uses and
\noccupancies specified herein.<\/p>\n
PERMISSIBLE USE AND OCCUPANCY<\/p>\n
\n\n————— ——— ———— ———– ———— ———– ————– —————————
\n Live Zoning
\n Load Maximum Dwelling Building Building
\n Lbs. No. of or Code Code
\n per Persons Rooming Habitable Zoning Occupancy
\n Story Sq.Ft. Permitted Units Rooms Use Group Group Description of Use
\n————— ——— ———— ———– ———— ———– ————– —————————
\n
\n7th Floor 75 290 6 Eating and Drinking Place
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 565 6 Private Dining Room and
\n Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n8th Floor 120 855 6 F4 Employee Cafeteria
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 6 E Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n9th Floor 75 855 6 Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 100 11 Light Manufacturing
\n————— ——— ———— ———– ———— ———– ————– —————————
\n10th Floor 120 855 6 E Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n11th Floor 75 855 6 Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n12th Floor 200 855 16 Warehouse
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 17 Manufacturing
\n————— ——— ———— ———– ———— ———– ————– —————————
\n 6 Offices
\n————— ——— ———— ———– ———— ———– ————– —————————
\n13th & 14th 75 ea 855 ea 6 Offices
\nFloors
\n————— ——— ———— ———– ———— ———– ————– —————————
\n15th Floor 100 795 12 Snack Bar, Club Lounge,
\n Skating Rink
\n————— ——— ————————————————- ————– —————————
\n Temporary certificate of occupancy
\n Terms: Ninety (90) days
\n Expires: July 15, 1998
\n————— ——— ————————————————- ————– —————————<\/p>\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
OPEN SPACE USE
\n —————————————————————–
\n (specify parking spaces, loading berths, other uses, none)<\/p>\n
NO CHANGE OF USE OR OCCUPANCY SHALL BE MADE UNLESS
\n A NEW AMENDED CERTIFICATE OF OCCUPANCY IS OBTAINED<\/p>\n
THIS CERTIFICATE OF OCCUPANCY IS ISSUED SUBJECT TO FURTHER LIMITATIONS,
\nCONDITIONS AND SPECIFICATIONS NOTED ON THE REVERSE SIDE.<\/p>\n
[illegible] [illegible]
\n———————————- ———————————–
\n Borough Superintendent Commissioner<\/p>\n
\/ \/ ORIGINAL \/ \/ OFFICE COPY – DEPARTMENT OF BUILDING \/ \/ ORIGINAL<\/p>\n
EXHIBIT D<\/p>\n
\n\n Commencement Date to the
\n date immediately preceding 5th anniversary of Rent
\n 5th anniversary of Rent Commencement Date to the
\n Commencement Date expiration of initial term Renewal Term
\n——————————– ——————————– ——————————–
\n <\/p>\n$28.75 per rentable square foot $31.75 per rentable square foot The fixed annual rent for such
\n space, as determined pursuant to
\n Article 53 of this lease, on a
\n rentable square foot basis.
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
EXHIBIT E<\/p>\n
BUSINESS INCENTIVE RATE APPLICATION (RIDERS F & J)
\n SUPPLEMENT TO APPLICATION FOR NON-RESIDENTIAL CUSTOMERS<\/p>\n
Applicant’s Name: ______ Applicant’s Title: _______ Application Date: _________<\/p>\n
Application for: \/ \/ New Building Rate \/ \/ Vacant Building Rate
\n \/ \/Other:
\n ——————————————-<\/p>\n
Applicant’s Telephone Number (including area code)”
\n Business: __________________ Home: _______________<\/p>\n
Application For: \/ \/ Electric \/ \/ Gas
\n \/ \/ Heating \/ \/ Processing
\n \/ \/ Cooking \/ \/ Water Heating<\/p>\n
Company Name: ______________________________________
\nAddress: ____________________________________________
\nBorough\/Town: ___________________________Zip ________
\nType of Business: _____________________________________ <\/p>\n
Service Address (if different from company address):
\nAddress: ________________________________________
\nBorough\/Town: ________________________Zip _______
\nNumber of Employees: ____________________________<\/p>\n
Are you currently a Con Edison customer at the “Service Address”?
\n \/ \/ Yes \/ \/ No<\/p>\n
If “Yes” please provide your Con Edison Account Number: _______________________<\/p>\n
We recommend audits for all our commercial\/industrial customers and require that
\none be performed in conjunction with application for our business incentive
\nrate.<\/p>\n
Have you had an energy audit performed for your business? \/ \/ Yes \/ \/ No
\nWould you like us to schedule an energy audit for you? \/ \/ Yes \/ \/ No<\/p>\n
New customers must provide supporting documentation acceptable to Con
\nEdison such as:<\/p>\n
\/ \/ Lease \/ \/ Deed \/ \/ Incorporation Certificate
\n\/ \/ Business Certificate \/ \/ State License
\n\/ \/ Other:
\n —————————————<\/p>\n
For a New Building:
\n When did connection start: ___\/___\/___ When did connection end? ___\/___\/___
\n Has construction start date documentation been provided? \/ \/ Yes \/ \/ No<\/p>\n
For a Vacant Building:
\n Vacancy period: ___\/___\/___ to ___\/___\/___
\n Square footage currently vacant: __________
\n Has vacancy documentation been provided? <\/p>\n
When did connection end?
\nSquare footage vacant 12 months ago:
\n \/ \/ Yes \/ \/ No<\/p>\n
Documentation of a substantial job-related property tax incentive (for a minimum
\nof five years) or participation in the New York City Energy Cost Savings Program
\n(ECSP) must be provided.<\/p>\n
Documentation provided: \/ \/ Tax Incentive \/ \/ ECSP
\n \/ \/ Other:
\n ——————————————<\/p>\n
Date: ___\/___\/___<\/p>\n
The period of the rate reduction, the amount of the reduction, and other terms
\nunder which we provide service are specified in our filed tariff. The
\ninformation supplied herein is accurate. I recognize that any Con Edison
\ndecision to provide reduced rate service will be based on the information I have
\nsupplied in this application.<\/p>\n
——————————————————————————-
\nPrint (or Type) Name of Applicant or Authorized Representative
\nSignature of Applicant or Authorized Representative Date<\/p>\n
For office use only. Do not write in the shaded area.<\/p>\n
——————————————————————————-
\nPrepared by Date Approved by Date<\/p>\n
EXHIBIT F<\/p>\n
SUBORDINATION, NON-DISTURBANCE AND
\n ATTORNMENT AGREEMENT2<\/p>\n
THIS AGREEMENT made the _____ day of __________________, _____, between
\n______________________, a corporation, having an office at ___________________
\n________________________, New York, New York ___________ (the “MORTGAGEE”), and
\n[put in name and address of Tenant] (the “TENANT”);<\/p>\n
W I T N E S S E T H :<\/p>\n
WHEREAS the Mortgagee is the present owner and holder of a certain mortgage
\nor mortgages (the “Mortgage”) encumbering the premises located in the Borough
\nand County of ________________________ City and State of ______________________,
\nknown as _______________________________________________________ (the
\n“PREMISES”) and more particularly described on Exhibit A annexed hereto;<\/p>\n
WHEREAS the Tenant is the holder of a leasehold estate in a portion of the
\nPremises under and pursuant to the provisions of a certain lease dated
\n_________________________ with ___________________________________________, as
\nlandlord (the “LEASE”); and<\/p>\n
WHEREAS the Tenant has agreed to subordinate the Lease to the Mortgage and
\nto the lien thereof and the Mortgagee has agreed to grant non-disturbance to the
\nTenant under the Lease on the terms and conditions hereinafter set forth;<\/p>\n
NOW THEREFORE, in consideration of Ten ($10) Dollars and other good and
\nvaluable consideration, the receipt of which is hereby acknowledged, the
\nMortgagee and the Tenant hereby covenant and agree as follows:<\/p>\n
1. The Tenant agrees that the Lease and all of the terms, covenants and
\nprovisions thereof and all rights, remedies and options of the Tenant thereunder
\nare and shall at all times continue to be subject and subordinate in all
\nrespects to the Mortgage and all of the terms, covenants and provisions thereof
\nand to the lien thereof and to any and all increases, renewals, modifications,
\nspreaders, consolidations, replacements and extensions thereof, and to any and
\nall sums secured thereby, with the same force and effect as if the Mortgage had
\nbeen executed, delivered and recorded prior to the execution and delivery of the
\nLease.<\/p>\n
2. The Mortgagee agrees that if any action or proceeding is commenced by
\nthe Mortgagee to foreclose the Mortgage or to sell the Premises or to take any
\nother action under or with respect to the Mortgage, the Tenant shall not be
\nnamed as a party in any such action nor shall the Tenant be named a party in
\nconnection with any sale of the Premises, provided that at the time of the
\ncommencement of any such action or proceeding or at the time of any such sale
\nthe Tenant shall not be in default under any of the monetary or other material
\nterms, covenants or conditions of the Lease or of this Agreement on the part of
\nthe Tenant to be observed or performed thereunder or hereunder after expiration
\nof any applicable notice and\/or cure periods, unless applicable law requires the
\nTenant to be made a party thereto as a condition to proceeding against the
\nLandlord or protecting such rights and remedies. In the latter case, the
\nMortgagee may join the Tenant as a defendant in such action only for such
\npurposes and not to terminate the Lease.<\/p>\n
3. The Tenant agrees that if the Mortgagee or any successors in interest to
\nthe Mortgagee shall become the owner of the Premises by reason of the
\nforeclosure of the Mortgage or the acceptance of a deed or assignment in lieu of
\nforeclosure or otherwise, the Lease shall not be terminated or affected thereby
\nbut shall continue in full force and effect as a direct lease between <\/p>\n
——————-
\n This is the form for a Subordination, Non-Disturbance and Attornment
\nAgreement given with respect to a Superior Mortgage. The parties shall use
\nthe same form for such an Agreement to be given with respect to a Superior
\nLease, making all appropriate modifications for such an Agreement.<\/p>\n
the Mortgagee and the Tenant upon all of the terms, covenants and conditions set
\nforth in the Lease and in that event the Tenant agrees to attorn to the
\nMortgagee and the Mortgagee agrees to accept such attornment, provided, however,
\nthat the provisions of the Mortgage shall govern with respect to the disposition
\nof any casualty insurance proceeds (unless the Mortgage provisions are
\ninconsistent with the Lease provisions, in which event the Lease provisions
\nshall control) or condemnation awards (except that if John Hancock Mutual Life
\nInsurance Company or any affiliate of John Hancock Mutual Life Insurance Company
\nis the Mortgagee, the provisions of the Lease shall govern with respect to the
\ndisposition of any casualty insurance proceeds or condemnation awards) and the
\nMortgagee shall not be (i) obligated to complete any construction work required
\nto be done by the Landlord (as hereinafter defined) pursuant to the provisions
\nof the Lease or to reimburse the Tenant for any construction work done by the
\nTenant except for Landlord’s Work Contribution to be paid pursuant to Article 44
\nof the Lease; (ii) liable for any obligation of the Landlord, or for any act or
\nomission of the Landlord, to be performed prior to such foreclosure or sale, but
\nMortgagee (or any successor of Mortgagee) shall be liable for any obligation of
\nthe Landlord, or any act or omission of the Landlord, to the extent to be
\nperformed, or occurring, after Mortgagee has taken possession of the Premises
\nand become the Landlord; (iii) subject to any offsets, claims or counterclaims
\nwhich shall have accrued to the Tenant against the Landlord prior to the date on
\nwhich the Mortgagee or its successor in interest shall become the owner of the
\nPremises, except for any offset specifically provided for in the Lease; and (iv)
\nliable for any security deposit or other monies not actually received by the
\nMortgagee.<\/p>\n
4. The Tenant shall not, without the prior written consent of the Mortgagee
\n(i) enter into any agreement amending, modifying or terminating the Lease, (ii)
\nprepay any of the rents, additional rents or other sums due under the Lease for
\nmore than one (1) month in advance of the due date thereof, (iii) voluntarily
\nsurrender the premises demised under the Lease or terminate the Lease without
\ncause or shorten the term thereof; or (iv) assign the Lease or sublet the
\npremises demised under the Lease or any part thereof except in accordance with
\nArticle 52 of the Lease; and any such amendment, modification, termination,
\nprepayment or voluntary surrender without the prior written consent of the
\nMortgagee shall not be binding on the Mortgagee, provided, however, in no event
\nshall the foregoing affect any of the Tenant’s rights, if any, to terminate the
\nLease pursuant to express provisions contained in the Lease.<\/p>\n
5. The Tenant hereby represents and warrants to the Mortgagee that as of
\nthe date hereof (i) the Tenant is the owner and holder of the tenant’s interest
\nunder the Lease, (ii) the Lease has not been modified or amended except as may
\notherwise be provided above, (iii) the Lease is in full force and effect and the
\nterm thereof commenced on ____________, pursuant to the provisions thereof, (iv)
\nto the extent factually accurate, the premises demised under the Lease have been
\ncompleted and the Tenant has taken possession of the same on a rent paying
\nbasis, (v) to the extent factually accurate, neither the Tenant nor, to the best
\nof Tenant’s knowledge, the Landlord is in default beyond all applicable notice
\nand cure periods under any of the terms, covenants or provisions of the Lease
\nand the Tenant, to the best of its knowledge, knows of no event which but for
\nthe passage of time or the giving of notice or both would constitute an event of
\ndefault by the Tenant or the Landlord under the Lease, (vi) to the extent
\nfactually accurate, neither the Tenant nor the Landlord has commenced any action
\nor given or received any notice for the purpose of terminating the Lease, (vii)
\nall rents, additional rents and other sums due and payable under the Lease have
\nbeen paid in full and no rents, additional rents or other sums payable under the
\nLease have been paid for more than one (1) month in advance of the due dates
\nthereof, and (viii) to the extent factually accurate, to the best of Tenant’s
\nknowledge, there are no offsets or defenses to the payment of the rents,
\nadditional rents, or other sums payable under the Lease.<\/p>\n
6. The Tenant shall notify the Mortgagee of any default by the Landlord
\nunder the Lease or any other circumstance which would entitle the Tenant to
\ncancel or terminate the Lease other than by reason of fire or condemnation (but
\nany notice that Tenant shall give Landlord in the event of fire or condemnation
\nshall simultaneously be given in the same manner to Mortgagee) or abate the
\nrents, additional rents or other sums payable thereunder, and agrees that,
\nnotwithstanding any provisions of the Lease to the contrary, no notice of
\ncancellation, termination or abatement thereof shall be effective unless the
\nMortgagee shall have received notice of the default or other circumstance giving
\nrise to such cancellation, termination or abatement and shall have failed within
\nforty-five (45) days after receipt of such notice to cure such default or remedy
\nsuch circumstance, or if such default cannot be cured or such circumstance
\nremedied within forty-five (45) days, shall have failed within forty-five (45)
\ndays after receipt of such notice to commence to cure such default or remedy
\nsuch circumstance and <\/p>\n
to thereafter diligently pursue any action necessary to cure such default or
\nremedy such circumstance, as the case may be, provided, however, in no event
\nshall the foregoing affect or delay any of the Tenant’s rights, if any, to
\nterminate the Lease pursuant to express provisions contained in the Lease,
\nincluding Article 9 of the Lease. Further, Tenant’s failure to give Mortgagee
\nthe notice provided by this paragraph shall not be deemed to be a default by
\nTenant under any of the monetary or other material terms, covenants or
\nconditions of this Agreement under the proviso of the first sentence of
\nparagraph 2 of this Agreement.<\/p>\n
7. Anything herein or in the Lease to the contrary notwithstanding, in the
\nevent that the Mortgagee shall acquire title to the Premises, or shall otherwise
\nbecome liable for any obligations of the Landlord under the Lease, the
\nMortgagee’s liability as Landlord under the Lease shall be that provided for in
\nArticle 47 of the Lease.<\/p>\n
8. Any notice, request, demand, statement, authorization, approval or
\nconsent made hereunder shall be in writing and shall be sent by Federal Express,
\nor other reputable courier service, or by postage pre-paid registered or
\ncertified mail, return receipt requested, and shall be deemed given when
\nreceived or refused (as indicated on the receipt) and addressed as follows:<\/p>\n
If to the Mortgagee:<\/p>\n
———————————————————————<\/p>\n
———————————————————————<\/p>\n
———————————————————————<\/p>\n
Attention:
\n ———————————————————–<\/p>\n
With a copy to:<\/p>\n
———————————————————————<\/p>\n
———————————————————————<\/p>\n
———————————————————————<\/p>\n
Attention:
\n ———————————————————–<\/p>\n
and<\/p>\n
———————————————————————<\/p>\n
———————————————————————<\/p>\n
———————————————————————<\/p>\n
Attention:
\n ———————————————————–<\/p>\n
If to the Tenant:<\/p>\n
To the addresses for notices to be
\n given to Tenant pursuant to Article 28
\n of the Lease,<\/p>\n
it being understood and agreed that each party will use reasonable efforts to
\nsend copies of any notices to the addresses marked “With a copy to” hereinabove
\nor in Article 28 of the Lease set forth; provided, however, that failure to
\ndeliver such copy or copies shall have no consequence whatsoever to the
\neffectiveness of any notice made to the Tenant or the Mortgagee. Each party may
\ndesignate a change of address by notice given, as hereinabove provided, to the
\nother party, at least fifteen (15) days prior to the date such change of address
\nis to become effective.<\/p>\n
9. This Agreement shall be binding upon and inure to the benefit of the
\nMortgagee and the Tenant and their respective successors and assigns.<\/p>\n
10. The term “Mortgagee” as used herein shall include the successors and
\nassigns of the Mortgagee and any person, party or entity which shall become the
\nowner of the Premises by reason of a foreclosure of the Mortgage or the
\nacceptance of a deed or assignment in lieu of foreclosure or otherwise. The term
\n“Landlord” as used herein shall mean and include the present landlord under the
\nLease and such landlord’s predecessors and successors in interest under the<\/p>\n
Lease. The term “Premises” as used herein shall mean the Premises, the
\nimprovements now or hereafter located thereon and the estates therein encumbered
\nby the Mortgage.<\/p>\n
11. This Agreement may not be modified in any manner or terminated except
\nby an instrument in writing executed by the parties hereto.<\/p>\n
12. This Agreement shall be governed by and construed under the laws of the
\nState in which the Premises are located.<\/p>\n
13. IN WITNESS WHEREOF, THE MORTGAGEE AND THE TENANT HAVE DULY EXECUTED
\nTHIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.<\/p>\n
[NAME OF MORTGAGEE]<\/p>\n
By:
\n ——————————————<\/p>\n
————————-,—————-<\/p>\n
[NAME OF TENANT ]<\/p>\n
By:
\n ——————————————<\/p>\n
————————-,—————-<\/p>\n
EXHIBIT A<\/p>\n
(Legal Description)<\/p>\n
STATE OF NEW YORK )
\n ) ss:
\nCOUNTY OF NEW YORK )<\/p>\n
On the ____ day of, ________________, before me personally came
\n__________ ______________________________, to me known, who, being by me duly
\nsworn, did depose and say that he\/she resides at that he\/she is a of , the
\ncorporation described in and which executed the above instrument; and that
\nhe\/she signed his\/her name thereto by authority of the Board of Directors of
\nsaid corporation.<\/p>\n
————————————
\n Notary Public<\/p>\n
STATE OF NEW YORK )
\n ) ss:
\nCOUNTY OF NEW YORK )<\/p>\n
On this ____ day of ___________________, before me personally came
\n_______________________________, to me known to be the _______________________
\nof ___________________________________________, the person described in and who
\nexecuted the foregoing instrument and he acknowledged to me that he executed the
\nsame.<\/p>\n
————————————
\n Notary Public<\/p>\n
EXHIBIT G<\/p>\n
TENANT `S RENDERING OF ROOF\/SET-BACK AREA<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7345,7715],"corporate_contracts_industries":[9503,9445],"corporate_contracts_types":[9603,9579],"class_list":["post-41734","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-doubleclick-inc","corporate_contracts_companies-hancock-john-financial-services-inc","corporate_contracts_industries-services__advertising","corporate_contracts_industries-insurance__life","corporate_contracts_types-land__ny","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41734","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41734"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41734"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41734"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41734"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}