{"id":41743,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/516-west-34th-street-new-york-ny-agreement-of-lease-coach.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"516-west-34th-street-new-york-ny-agreement-of-lease-coach","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/516-west-34th-street-new-york-ny-agreement-of-lease-coach.html","title":{"rendered":"516 West 34th Street (New York, NY) Agreement of Lease &#8211; Coach Inc."},"content":{"rendered":"<pre>                           STANDARD FORM OF LOFT LEASE\n                     THE REAL ESTATE BOARD OF NEW YORK, INC.\n\nAGREEMENT OF LEASE, made as of this 1st day of July in the year 2000, between\nLinda Seff Beswick, Victoria Winteringham and Jack Anfang, as Executors of the\nLast Will and Testament of Viola Seff Goldberg, deceased, Patricia Bauman,\nJeffrey D. Bauman, Amy Bauman and Jessica Bauman, having an address for notices\nand other communications as set forth in Article 58, party of the first part,\nhereinafter referred to as OWNER and Coach, Inc., a Maryland corporation, having\nan address for notices and other communications as set forth in Article 58,\nparty of the second part, hereinafter referred to as TENANT,\n\nWITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner the\nentire rentable area of the 7th, 8th, 9th, 10th, 11th and 12th floors and,\ncommencing May 1, 2005, the entire rentable area of the 5th floor, in the\nbuilding known as 516 West 34th Street in the borough of Manhattan, City of New\nYork, for the term of 15 years (or until such term shall sooner cease and expire\nas hereinafter provided) to commence on the 1st day of July in the year 2000\n(and, with respect to the entire rentable area of the 5th floor, the 1st day of\nMay in the year 2005), and to end on the 30th day of June in the year 2015, both\ndates inclusive, at an annual rental rate set forth in Article 44, which Tenant\nagrees to pay in lawful money of the United States which shall be legal tender\nin payment of all debts and dues, public and private, at the time of payment, in\nequal monthly installments in advance on the first day of each month during said\nterm, at the office of Owner or such other place as Owner may designate, without\nany setoff or deduction whatsoever.\n\n     In the event that, at the commencement of the term of this lease, or\nthereafter, Tenant shall be in default in the payment of rent to Owner pursuant\nto the terms of another lease with Owner or with Owner's predecessor in\ninterest, Owner may at Owner's option and without notice to Tenant add the\namount of such arrears to any monthly installment of rent payable hereunder, and\nthe same shall be payable to Owner as additional rent.\n\n     The parties hereto, for themselves, their heirs, distributees, executors,\nadministrators, legal representatives, successors and assigns, hereby covenant\nas follows:\n\nRent:\n\n     1. Tenant shall pay the rent as above and as hereinafter provided.\n\nOccupancy:\n\n     2. Tenant shall use and occupy the demised premises for executive and\ngeneral offices, showrooms, warehousing, shipping and light manufacturing, and\nuses ancillary to those uses, in connection with Tenant's business and the\nbusiness of any other occupant of the demised premises permitted pursuant to\nthis lease provided such use is in accordance with the certificate of occupancy\nfor the building, if any, and for no other purpose.\n\nAlterations:\n\n     3. Tenant shall make no changes in or to the demised premises of any\nnature. Tenant agrees to carry, and will cause Tenant's contractors and\nsub-contractors to carry, such worker's compensation, general liability,\npersonal and property damage insurance as Owner may reasonably 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 (30) days thereafter, at Tenant's\nexpense, by payment or filing a bond as permitted by law. All fixtures and all\npaneling, partitions, railings and like installations, installed in the demised\npremises at any time, either by Tenant or by Owner on Tenant's behalf, shall,\nupon installation, 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 (20) 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 demised premises by Tenant\nprior to the expiration of the lease, at Tenant's expense. Nothing in this\narticle shall be construed to give Owner title to, or to prevent Tenant's\nremoval of, trade fixtures, moveable office furniture and equipment, but upon\nremoval of same from the demised premises or upon removal of other installations\nas may be required by Owner, Tenant shall immediately, and at its expense,\nrepair and restore the demised premises to the condition existing prior to any\nsuch installations, and repair any damage to the demised premises or the\nbuilding due to such removal. All property permitted or required to be removed\nby Tenant at the end of the term remaining in the demised premises after\nTenant's removal shall be deemed abandoned and may, at the election of Owner,\neither be retained as Owner's property or removed from the demised premises by\nOwner, at Tenant's expense.\n\nRepairs:\n\n     4. Owner shall maintain and repair the exterior of and the public portions\nof the building, including, without limitation, the mechanical systems of the\nbuilding (but not the air conditioning system). Tenant shall, throughout the\nterm of this lease, take good care of the demised premises including the\nbathrooms and lavatory facilities (if the demised premises encompass the entire\nfloor of the building), the windows and window frames, and the fixtures and\nappurtenances therein, and at Tenant's sole cost and expense promptly make all\nrepairs thereto and to the building, whether structural or non-structural in\nnature, caused by, or resulting from, the carelessness, omission, neglect or\nimproper conduct of Tenant, Tenant's servants, employees, invitees, or\nlicensees, and whether or not arising from Tenant's conduct or omission, when\nrequired by other provisions of this lease, including Article 6. Tenant shall\nalso repair all damage to the building and the demised premises caused by the\nmoving of Tenant's fixtures, furniture or equipment. All the aforesaid repairs\nshall be of quality or class equal to the original work or construction. If\nTenant fails, after 30 days notice, to proceed with due diligence to make\nrepairs required to be made by Tenant, the same may be made by Owner at the\nreasonable expense of Tenant, and the expenses thereof incurred by Owner shall\nbe collectible, as additional rent, after rendition of a bill or statement\ntherefor. If the demised premises be or become infested with vermin, Tenant\nshall, at its expense, cause the same to be exterminated. Tenant shall give\nOwner prompt notice of any defective condition in any plumbing, heating system\nor electrical lines located in the demised premises and following such notice,\nOwner shall remedy the condition with due diligence, but at the expense of\nTenant, if repairs are necessitated by damage or injury attributable to Tenant,\nTenant's servants, agents, employees, invitees or licensees as aforesaid. Except\nas specifically provided in Article 9 or elsewhere in this lease, there shall be\nno allowance to Tenant for a diminution of rental value and no liability on the\npart of Owner by reason of inconvenience, annoyance or injury to business\narising from Owner, Tenant or others making or failing to make any repairs,\nalterations, additions or improvements in or to any portion of the building or\nthe demised premises, or in and to the fixtures, appurtenances or equipment\nthereof. It is specifically agreed that Tenant shall not be entitled to any\nsetoff or reduction of rent by reason of any failure of Owner to comply with the\ncovenants of this or any other article of this lease. Tenant agrees that\nTenant's sole remedy at law in such instance will be by way of an action for\ndamages for breach of contract. The provisions of this Article 4 with respect to\nthe making of repairs shall not apply in the case of fire or other casualty with\nregard to which Article 9 hereof shall apply.\n\nWindow Cleaning:\n\n     5. Tenant will not clean nor require, permit, suffer or allow any window in\nthe demised premises to be cleaned from the outside in violation of Section 202\nof the New York State Labor Law or any other applicable law, or of the Rules of\nthe Board of Standards and Appeals, or of any other Board or body having or\nasserting jurisdiction.\n\nRequirements of Law, Fire Insurance, Floor Loads:\n\n     6. Prior to the commencement of the lease term, if Tenant is then in \npossession, and at all times thereafter, Tenant shall, at Tenant's sole cost \nand expense, promptly comply with all present and future laws, orders and \nregulations of all state, federal, municipal and local governments, \ndepartments, commissions and boards and any direction of any public officer \npursuant to law, and all orders, rules and regulations of the New York Board \nof Fire Underwriters, Insurance Services Office, or any similar body which \nshall impose any violation, order or duty upon Owner or Tenant with respect \nto the demised premises, whether or not arising out of Tenant's use or manner \nof use thereof, or, with respect to the building, if arising out of Tenant's \nuse or manner of use of the demised premises of the building (including the \nuse permitted under the lease). Except as provided in Article 30 hereof, \nnothing herein shall require Tenant to make structural repairs or alterations \nunless Tenant has, by its manner of use of the demised premises or method of \noperation therein, violated any such laws, ordinances, orders, rules, \nregulations or requirements with respect thereto. Tenant shall not do or \npermit 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. Tenant shall not keep anything in the demised premises\n\n\n\n\nexcept as now or hereafter permitted by, the Fire Department, Board of Fire \nUnderwriters, Fire Insurance Rating Organization and other authority having \njurisdiction, and then only in such manner and such quantity so as not to \nincrease the rate for fire insurance applicable to the building, nor use the \ndemised premises in a manner which will increase the insurance rate for the \nbuilding or any property located therein over that in effect prior to the \ncommencement of Tenant's occupancy. If by reason of failure to comply with \nthe foregoing the fire insurance rate shall, at the beginning of this lease \nor at any time thereafter, be higher than it otherwise would be, then Tenant \nshall reimburse Owner, as additional rent hereunder, for that portion of all \nfire insurance premiums thereafter paid by Owner which shall have been \ncharged because of such failure by Tenant. In any action or proceeding \nwherein Owner and tenant are parties, a schedule or \"makeup\" or rate for the \nbuilding or demised premises issued by a body making fire insurance rates \napplicable to said premises shall be conclusive evidence of the facts therein \nstated and of the several items and charges in the fire insurance rates then \napplicable to said premises. Tenant shall not place a load upon any floor of \nthe demised premises exceeding the floor load per square foot area which it \nwas designed to carry and which is allowed by law. Owner reserves the right \nto prescribe to the weight and position of all safes, business machines and \nmechanical equipment. Such installations shall be placed and maintained by \nTenant, at Tenant's expense, in settings sufficient, in Owner's reasonable \njudgement, to absorb and prevent vibration noise and annoyance.\n\nSubordination ground:\n\n     7. This lease is subject and subordinate to all or underlying leases and to\nall mortgages which may now or hereafter affect such leases or the real property\nof which the demised premises are a part, and to all renewals, modifications,\nconsolidations, replacements and extensions of any such underlying leases and\nmortgages. This clause shall be self-operative and no further instrument of\nsubordination shall be required by any ground or underlying lessor or by any\nmortgagee, affecting any lease or the real property of which the demised\npremises are a part. In confirmation of such subordination, Tenant shall from\ntime to time execute promptly any certificate that Owner may request.\n\nTenant's Liability Insurance Property Loss, Damage, Indemnity:\n\n     8. Owner or its agents shall not be liable for any damage to property of\nTenant or of others entrusted to employees of the building, nor for loss of, or\ndamage to, any property of Tenant by theft or otherwise, nor for any injury or\ndamage to persons or property resulting from any cause of whatsoever nature,\nunless caused by, or due to, the negligence of Owner, its agents, servants or\nemployees: Owner or its agents shall not be liable for any damage caused by\nother tenants or persons in, upon or about said building or caused by operations\nin connection of any private, public or quasi public work. If at any time any\nwindows of the demised premises are temporarily closed, darkened or bricked up\n(or permanently closed, darkened or bricked up, if required by law) for any\nreason whatsoever including, but not limited to, Owner's own acts, Owner shall\nnot be liable for any damage Tenant may sustain thereby, and Tenant shall not be\nentitled to any compensation therefor nor abatement or diminution of rent, nor\nshall the same release Tenant from its obligations hereunder nor constitute an\neviction. Tenant shall indemnify and save harmless Owner against and from all\nliabilities, obligations, damages, penalties, claims, costs and expenses for\nwhich Owner shall not be reimbursed by insurance, including reasonable\nattorney's fees, paid, suffered or incurred as a result of any breach by Tenant,\nTenant's agents, contractors, employees, invitees, or licensees, of any covenant\nor condition of this lease, or the carelessness, negligence or improper conduct\nof Tenant, Tenant's agents, contractors, employees, invitees or licensees.\nTenant's liability under this lease extends to the acts and omissions of any\nsubtenant, and any agent, contractor, employee, invitee or licensee of any\nsubtenant. In case any action or proceeding is brought against Owner by reason\nof any such claim, Tenant, upon written notice from Owner, will, at Tenant's\nexpense, resist or defend such action or proceeding by counsel approved by Owner\nin writing, such approval not to be unreasonably withheld (and counsel retained\nby Tenant's insurance carrier shall be deemed approved by Owner).\n\nDestruction, Fire and Other Casualty:\n\n     9. (a) If the demised premises or any part thereof shall be damaged by fire\nor other casualty, Tenant shall give immediate notice thereof to Owner and this\nlease shall continue in full force and effect except as hereinafter set forth.\n(b) If the demised premises are partially damaged or rendered partially unusable\nby fire or other casualty, the damages thereto shall be repaired by, and at the\nexpense of, Owner, and the rent and other items of additional rent, until such\nrepair shall be substantially completed, shall be apportioned from the day\nfollowing the casualty according to the part of the demised premises which is\nusable. (c) If the demised premises are totally damaged or rendered wholly\nunusable by fire or other casualty, then the rent and other items of additional\nrent as hereinafter expressly provided shall be proportionately paid up to the\ntime of the casualty and thenceforth shall cease until the date when the demised\npremises shall have been repaired and restored by owner (or sooner reoccupied in\npart by Tenant then rent shall be apportioned as provided in subsection (b)\nabove), subject to Owner's right to elect not to restore the same as hereinafter\nprovided. (d) If the demised premises are rendered wholly unusable or (whether\nor not the demised premises are damaged in whole or in part) if the building\nshall be so damaged that Owner shall decide to demolish it or rebuild it, then,\nin any of such events, provided Owner terminates all other leases in the\nbuilding which Owner is then permitted to terminate pursuant to a provision\nsimilar to this Article, Owner may elect to terminate this lease by written\nnotice to Tenant, given within ninety (90) days after such fire or casualty, or\nthirty (30) days after adjustment of the insurance claim for such fire or\ncasualty, whichever is sooner, specifying a date for the expiration of the\nlease, which date shall not be more than sixty (60) days after the giving of\nsuch notice, 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 demised premises without prejudice however, to Owner's\nrights and remedies against Tenant under the lease provisions in effect prior to\nsuch termination, 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. Unless Owner shall serve a termination\nnotice as provided for herein, Owner shall make the repairs and restorations\nunder the conditions of (b) and (c) hereof, with all reasonable expedition,\nsubject to delays due to adjustment of insurance claims, labor troubles and\ncauses beyond Owner's control. After any such casualty, tenant shall cooperate\nwith Owner's restoration by removing from the demised premises as promptly as\nreasonably possible, all of Tenant's salvageable inventory and movable\nequipment, furniture, and other property. Tenant's liability for rent shall\nresume five (5) days after written notice from Owner that the demised premises\nare substantially ready for Tenant's occupancy. (e) Nothing contained\nhereinabove shall relieve Tenant from liability that may exist as a result of\ndamage from fire or other casualty. Notwithstanding the foregoing, including\nOwner's obligation to restore under subparagraph (b) above, each party shall\nlook first to any insurance in its favor before making any claim against the\nother party for recovery for loss or damage resulting from fire or other\ncasualty, and to the extent that such insurance is in force and collectible, and\nto the extent permitted by law, Owner and Tenant each hereby releases and waives\nall right of recovery with respect to subparagraphs (b), (d) and (e) above,\nagainst the other or any one claiming through or under each of them by way of\nsubrogation or otherwise. The release and waiver herein referred to shall be\ndeemed to include any loss or damage to the demised premises and\/or to any\npersonal 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 by the payment of additional premiums, then the\nparty benefitting from the waiver shall pay such premium within ten (10) days\nafter written demand or shall be deemed to have agreed that the party obtaining\ninsurance coverage shall be free of any further obligation under the provisions\nhereof with respect to waiver of subrogation. 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 Section 227 of the Real\nProperty Law and agrees that the provisions of this article shall govern and\ncontrol in lieu thereof.\n\nEminent Domain:\n\n     10. If the whole or any part of the demised premises shall be acquired or\ncondemned by Eminent Domain for any public or quasi public use or purpose, then\nand in that event, the term of this lease shall cease and terminate from the\ndate of title vesting in such proceeding and Tenant and shall have no claim for\nthe value of any unexpired term of said lease. Tenant shall have the right to\nmake an independent claim to the condemning authority for the value of Tenant's\nmoving expenses and personal property, trade fixtures and equipment, provided\nTenant is entitled pursuant to the terms of the lease to remove such property,\ntrade fixtures and equipment at the end of the term, and provided further such\nclaim does not reduce Owner's award.\n\nAssignment, Mortgage, Etc.:\n\n     11. Tenant, for itself, its heirs, distributees, executors, administrators,\nlegal representatives, successors and assigns, expressly covenants that it shall\nnot assign by operation of law or otherwise, mortgage or encumber this\nagreement, nor underlet, or suffer or permit the demised premises or any part\nthereof to be used by others, without the prior written consent of Owner in each\ninstance. If this lease be assigned, or if the demised premises or any part\nthereof be underlet or occupied by anybody other than Tenant, Owner may, after\ndefault by Tenant, collect rent from the assignee, undertenant or occupant, and\napply the net amount collected to the rent herein reserved, but no such\nassignment, underletting, occupancy or collection shall be deemed a waiver of\nthis covenant, or the acceptance of the assignee, undertenant or occupant as\ntenant, or a release of Tenant from the further performance by Tenant of\ncovenants on the part of Tenant herein contained or the release of any\nguarantor. The consent by Owner to an assignment or underletting shall not in\nany wise be construed\n\n\n\n\n\n\n\n\n\nto relieve Tenant from obtaining the express consent in writing of Owner to any\nfurther assignment or underletting, by operation of law or otherwise.\n\nElectric Current:\n\n     12. Tenant covenants and agrees that at all times its use of electric\ncurrent shall not exceed the capacity of existing feeders to the building or the\nrisers or wiring installation, and Tenant may not use any electrical equipment\nwhich, in Owner's opinion, reasonably exercised, will overload such\ninstallations or interfere with the use thereby by other tenants of the\nbuilding. The change at any time of the character of electric service will in no\nwise make Owner liable or responsible to Tenant, for any loss, damages or\nexpenses which Tenant may sustain or the release of any guarantor.\n\nAccess to Premises:\n\n     13. Owner or Owner's agents shall have the right (but shall not be\nobligated) to enter the demised premises in any emergency at any time without\nprior notice, and, at other reasonable times on reasonable prior notice (which\nmay be oral), to examine the same and to make such repairs, replacements and\nimprovements as Owner may deem necessary and reasonably desirable to any portion\nof the building, or which Owner may elect to perform in the demised premises\nafter Tenant's failure to make repairs, or perform any work which Tenant is\nobligated to perform under this lease, or for the purpose of complying with\nlaws, regulations and other directions of governmental authorities. Tenant shall\npermit Owner to use, maintain and replace pipes and conduits in and through the\ndemised premises, and to erect new pipes and conduits therein provided, wherever\npossible, they are within walls or otherwise concealed. Owner may, during the\nprogress of any work in the demised premises, take all necessary materials and\nequipment into said premises without the same constituting an eviction, nor\nshall Tenant be entitled to any abatement of rent while such work is in\nprogress, nor to any damages by reason of loss or interruption of business or\notherwise. Throughout the term hereof Owner shall have the right to enter the\ndemised premises at reasonable hours on reasonable prior notice (which may be\noral) for the purpose of showing the same to prospective purchasers or\nmortgagees of the building, and during the last (12) months of the term for the\npurpose of showing the same to prospective tenants. If Tenant is not present to\nopen and permit an entry into the demised premises, Owner or Owner's agents may\nenter the same whenever such entry may be necessary or permissible by master key\nor forcibly, and provided reasonable care is exercised to safeguard Tenant's\nproperty, such entry shall not render Owner or its agents liable therefor, nor\nin any event shall the obligations of Tenant hereunder be affected. If during\nthe last 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 obligation hereunder.\n\nVault, Vault Space, Area:\n\n     14. No vaults, vault space or area, whether or not enclosed or covered, not\nwithin the property line of the building is leased hereunder, anything contained\nin or indicated on any sketch, blue print or plan, or anything contained\nelsewhere in this lease to the contrary notwithstanding. Owner makes no\nrepresentation as to the location of the property line of the building. All\nvaults and vault space and all such areas not within the property line of the\nbuilding, which Tenant may be permitted to use and\/or occupy, is to be used\nand\/or occupied under a revocable license, and if any such license be revoked,\nor if the amount of such space or area be diminished or required by any federal,\nstate or municipal authority or public utility, Owner shall not be subject to\nany liability, nor shall Tenant be entitled to any compensation or diminution or\nabatement of rent, nor shall such revocation, diminution or requisition be\ndeemed constructive or actual eviction. Any tax, fee or charge of municipal\nauthorities for such vault or area shall be paid by Tenant, if used by Tenant,\nwhether or not specifically leased hereunder.\n\nOccupancy:\n\n\n     15. Tenant will not at any time use or occupy the demised premises in\nviolation of the certificate of occupancy issued for the building of which the\ndemised premises are a part. Tenant has inspected the demised premises and\naccepts them as is, subject to the riders annexed hereto with respect to Owner's\nwork, if any. In any event, Owner makes no representation as to the condition of\nthe demised premises and Tenant agrees to accept the same subject to violations,\nwhether or not of record. If any governmental license or permit shall be\nrequired for the proper and lawful conduct of Tenant's business, Tenant shall be\nresponsible for, and shall procure and maintain, such license or permit.\n\nBankruptcy:\n\n     16. (a) Anything elsewhere in this lease to the contrary notwithstanding,\nthis lease may be cancelled by Owner by sending of a written notice to Tenant\nwithin a 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 demised premises.\nIf this lease shall be assigned in accordance with its terms, the provisions of\nthis Article 16 shall be applicable only to the party then owning Tenant's\ninterest in this lease. \n\n     (b) It is stipulated and agreed that in the event of the termination of \nthis 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 \nbetween the rental reserved hereunder for the unexpired portion of the term \ndemised and the fair and reasonable rental value of the demised premises for \nthe same period. In the computation of such damages the difference between \nany installment of rent becoming due hereunder after the date of termination \nand the fair and reasonable rental value of the demised premises for the \nperiod for which such installment was payable shall be discounted to the date \nof termination at the rate of four percent (4%) per annum. If the demised \npremises or any part thereof be relet by Owner for the unexpired term of said \nlease, or any part thereof, before presentation of proof of such liquidated \ndamages to any court, commission or tribunal, the amount of rent reserved \nupon such reletting shall be deemed to be the fair and reasonable rental \nvalue for the part or the whole of the demised premises so re-let during the \nterm of the re-letting. Nothing herein contained shall limit or prejudice the \nright of the Owner to prove for and obtain as liquidated damages by reason of \nsuch termination, an amount equal to the maximum allowed by any statute or \nrule of law in effect at the time when, and governing the proceedings in \nwhich, such damages are to be proved, whether or not such amount be greater, \nequal to, or less than the amount of the difference referred to above.\n\nDefault:\n\n     17. (1) If Tenant defaults in fulfilling any of the covenants of this\nlease, or if the demised premises becomes vacant or deserted, or if this lease\nbe rejected under Section 365 of Title 11 of the U.S. Code (Bankruptcy Code); or\nif any execution or attachment shall be issued against Tenant or any of Tenant's\nproperty whereupon the demised premises shall be taken or occupied by someone\nother than Tenant; or if Tenant shall be in default with respect to any other\nlease between Owner and Tenant; or if Tenant shall have failed, after five (5)\ndays written notice, to redeposit with Owner any portion of the security\ndeposited hereunder which Owner has applied to the payment of any rent and\nadditional rent due and payable hereunder, then in any one or more of such\nevents, upon Owner serving a written 10 days notice with respect to a default in\nthe payment of rent or additional rent or 30 days notice with respect to any\nother default upon Tenant specifying the nature of said default, and upon the\nexpiration of said 10 or 30 days, as the case may be, if Tenant shall have\nfailed to comply with or remedy such default, or if the said default or omission\ncomplained of shall be of a nature that the same cannot be completely cured or\nremedied within said 30 day period (it being intended that a default in the\npayment of rent or additional rent shall not have the benefit of this extension\nof the cure period), and if Tenant shall not have diligently commenced during\nsuch default within such 30 day period, and shall not thereafter with reasonable\ndiligence and in good faith, proceed to remedy or cure such default, then Owner\nmay serve a written five (5) days notice of cancellation of this lease upon\nTenant, and upon the expiration of said five (5) days this lease and the term\nthereunder shall end and expire as fully and completely as if the expiration of\nsuch five (5) day period were the day herein definitely fixed for the end and\nexpiration of this lease and the term thereof, and Tenant shall then quit and\nsurrender the demised premises to Owner, but Tenant shall remain liable as\nhereinafter provided.\n\n     (2) If the notice provided for in (1) hereof shall have been given, and \nthe term shall expire as aforesaid; Owner may without notice, re-enter the \ndemised premises either by force or otherwise, and dispossess Tenant by \nsummary proceedings or otherwise, and the legal representative of Tenant or \nother occupant of the demised premises, and remove their effects and hold the \ndemised premises as if this lease had not been made, and Tenant hereby waives \nthe service of notice of intention to re-enter or to institute legal \nproceedings to that end. If Tenant shall make default hereunder prior to the \ndate fixed as the commencement of any renewal or extension of this lease, \nOwner may cancel and terminate such renewal or extension agreement by written \nnotice.\n\nRemedies of Owner and Waiver of Redemption:\n\n     18. In case of any such default, re-entry, expiration and\/or dispossess by\nsummary proceedings or otherwise, (a) the rent, and additional rent, shall\nbecome due thereupon and be paid up to the time of such an entry, dispossess\nand\/or expiration, (b) Owner may re-let the demised premises or any part or\nparts thereof, either in the name of Owner or otherwise, for a term or terms,\nwhich may at Owner's option be less than or exceed the period which would\notherwise have constituted the balance of the term of this lease, and may grant\nconcessions or free rent or charge a higher rental than that in this lease, (c)\nTenant or the legal representatives of Tenant shall also pay to Owner as\nliquidated damages for the failure of Tenant to observe and perform said\nTenant's covenants herein contained, any deficiency between the rent hereby\nreserved and or covenanted to be paid and the net amount, if any, of the rents\ncollected on account of the subsequent lease or leases of the demised premises\nfor each month of the period which would otherwise have constituted the balance\nof the term of this lease. The failure of Owner to re-let the demised premises\nor any part or parts thereof shall not release or affect Tenant's\n\n\n\n\n\n\n\nliability for damages. In computing such liquidated damages there shall be added\nto the said deficiency such expenses as Owner may incur in connection with\nre-letting, such as legal expenses, reasonable attorneys' fees, brokerage,\nadvertising, and for keeping the demised premises in good order or for preparing\nthe same for re-letting. Any such liquidated damages shall be paid in monthly\ninstallments by Tenant on the rent day specified in this lease, and any suit\nbrought to collect the amount of the deficiency for any month shall not\nprejudice in any way the rights of Owner to collect the deficiency for any\nsubsequent month by a similar proceeding. Owner, in putting the demised premises\nin good order or preparing the same for re-rental may, at Owner's option, make\nsuch alterations, repairs, replacements, and\/or decorations in the demised\npremises as Owner, in Owner's sole judgment, considers advisable and necessary\nfor the purpose of re-letting the demised premises, and the making of such\nalterations, repairs, replacements, and\/or decorations shall not operate or be\nconstrued to release Tenant from liability hereunder as aforesaid. Owner shall\nin no event be liable in any way whatsoever for failure to re-let the demised\npremises, or in the event that the demised premises are re-let, for failure to\ncollect the rent thereof under such re-letting, and in no event shall Tenant be\nentitled to receive any excess, if any, of such net rents collected over the\nsums payable by Tenant to Owner hereunder. In the event of a breach or\nthreatened breach by Tenant of any of the covenants or provisions hereof, Owner\nshall have the right of injunction and the right to invoke any remedy allowed at\nlaw or in equity as if re-entry, summary proceedings and other remedies were not\nherein provided for. Mention in this lease of any particular remedy, shall not\npreclude Owner or Tenant from any other remedy, in law or in equity. Tenant\nhereby expressly waives any and all rights of redemption granted by or under any\npresent or future laws.\n\nFees and Expenses:\n\n     19. If Tenant shall default in the observance or performance of any term or\ncovenant on Tenant's part to be observed or performed under, or by virtue of,\nany of the terms or provisions in any article of this lease, after notice if\nrequired, and upon expiration of the applicable grace period, if any, (except in\nan emergency), then, unless otherwise provided elsewhere in this lease. Owner\nmay immediately, or at any time thereafter, and without further notice, perform\nthe obligation of Tenant thereunder. If Owner, in connection with the foregoing,\nor in connection with any default by Tenant in the covenant to pay rent\nhereunder, makes any expenditures or incurs any obligations for the payment of\nmoney, including but not limited to reasonable attorneys' fees, in instituting,\nprosecuting or defending any action or proceeding or in connection with any\nother dispute under this lease, and prevails in any such action or proceeding or\ndispute, then Tenant will reimburse Owner for such sums so paid or obligations\nincurred with interest and costs. The foregoing expenses incurred by reason of\nTenant's default shall be deemed to be additional rent hereunder and shall be\npaid by Tenant to Owner within ten (10) days of rendition of any bill or\nstatement to Tenant therefor. If Tenant's lease term shall have expired at the\ntime of making of such expenditures or incurring of such obligations, such sums\nshall be recoverable by Owner as damages.\n\nBuilding Alterations and Management:\n\n     20. Owner shall have the right, at any time, without the same constituting\nan eviction and without incurring liability to Tenant therefor, to change the\narrangement and or location of public entrances, passageways, doors, doorways,\ncorridors, elevators, stairs, toilets or other public parts of the building, and\nto change the name, number or designation by which the building many be known\n(subject to Article 51). There shall be no allowance to Tenant for diminution of\nrental value and no liability on the part of Owner by reason of inconvenience,\nannoyance or injury to business arising from Owner or other Tenant making any\nrepairs in the building or any such alterations, additions and improvements.\nFurthermore, Tenant shall not have any claim against Owner by reason of Owner's\nimposition of any controls of the manner of access to the building by Tenant's\nsocial or business visitors, as Owner may deem necessary, for the security of\nthe building and its occupants.\n\nNo Representations by Owner:\n\n     21. Neither Owner nor Owner's agents have made any representations or\npromises with respect to the physical condition of the building, the land upon\nwhich it is erected, the demised premises, the rents, leases, expenses of\noperation, or any other matter or thing affecting or related to the demised\npremises or the building, except as herein expressly set forth, and no rights,\neasements or licenses are acquired by Tenant by implication or otherwise except\nas expressly set forth in the provisions of this lease. Tenant has inspected the\nbuilding and the demised premises and is thoroughly acquainted with their\ncondition and agrees to take the same \"as is\" on the date possession is\ntendered, and acknowledges that the taking of possession of the demised premises\nby Tenant shall be conclusive evidence that the said premises, and the building\nof which the same form a part, were in good and satisfactory condition at the\ntime such possession was so taken, except as to latent defects. All\nunderstandings and agreements heretofore made between the parties hereto are\nmerged in this contract, which alone fully and completely expresses the\nagreement between Owner and Tenant, and any executory agreement hereafter made\nshall be ineffective to change, modify, discharge or effect an abandonment of it\nin whole or in part, unless such executory agreement is in writing and signed by\nthe party against whom enforcement of the change, modification, discharge or\nabandonment is sought.\n\nEnd of Term:\n\n     22. Upon the expiration or other termination of the term of this lease,\nTenant shall quit and surrender to Owner the demised premises, \"broom-clean\", in\ngood order and condition, ordinary wear and damages which Tenant is not required\nto repair as provided elsewhere in this lease excepted, and Tenant shall remove\nall its property from the demised premises. Tenant's obligation to observe or\nperform this covenant shall survive the expiration or other termination of this\nlease. If the last day of the term of this Lease, or any renewal thereof, falls\non Sunday, this lease shall expire at noon on the preceding Saturday, unless it\nbe a legal holiday, in which case it shall expire at noon on the preceding\nbusiness day.\n\nQuiet Enjoyment:\n\n     23. Owner covenants and agrees with Tenant that upon Tenant paying the rent\nand additional rent and observing and performing all the terms, covenants and\nconditions, on Tenant's part to be observed and performed, Tenant may peaceably\nand quietly enjoy the premises hereby demised, subject, nevertheless, to the\nterms and conditions of this lease including, but not limited to, Article 34\nhereof, and to the ground leases, underlying leases and mortgages hereinbefore\nmentioned.\n\nNo Waiver:\n\n     24. The failure of Owner to seek redress for violation of, or to insist\nupon the strict performance of, any covenant or condition of this lease, or of\nany of the Rules or Regulations, set forth or hereafter adopted by Owner, shall\nnot prevent a subsequent act, which would have originally constituted a\nviolation, from having all the force and effect of an original violation. The\nreceipt by Owner of rent with knowledge of the breach of any covenant of this\nlease shall not be deemed a waiver of such breach, and no provision of this\nlease shall be deemed to have been waived by Owner or Tenant unless such waiver\nbe in writing signed by Owner and Tenant. No payment by Tenant, or receipt by\nOwner, of a lesser amount than the monthly rent herein stipulated shall be\ndeemed to be other than on account of the earliest stipulated rent, nor shall\nany endorsement or statement of any check or any letter accompanying any check\nor payment as rent be deemed an accord and satisfaction, and Owner may accept\nsuch check or payment without prejudice to Owner's right to recover the balance\nof such rent or pursue any other remedy in this lease provided. All checks\ntendered to Owner as and for the rent of the demised premises shall be deemed\npayments for the account of Tenant. Acceptance by Owner of rent from anyone\nother than Tenant shall not be deemed to operate as an attornment to owner by\nthe payor of such rent, or as a consent by Owner to an assignment or subletting\nby Tenant of the demised premises to such payor, or as a modification of the\nprovisions of this lease. No act or thing done by Owner or Owner's agents during\nthe term hereby demised shall be deemed an acceptance of a surrender of said\npremises, and no agreement to accept such surrender shall be valid unless in\nwriting signed by Owner. No employee of Owner or Owner's agent shall have any\npower to accept the keys of said premises prior to the termination of the lease,\nand the delivery of keys to any such agent or employee shall not operate as a\ntermination of the lease or a surrender of the demised premises.\n\nWaiver of Trial by Jury:\n\n     25. It is mutually agreed by and between Owner and Tenant that the\nrespective parties hereto shall, and they hereby do, waive trial by jury in any\naction, proceeding or counterclaim brought by either of the parties hereto\nagainst the other (except for personal injury or property damage) on any matters\nwhatsoever arising out of or in any way connected with this lease, the\nrelationship of owner and Tenant, Tenant's use of or occupancy of demised\npremises, and any emergency statutory or any other statutory remedy. It is\nfurther mutually agreed that in the event Owner commences any proceeding or\naction for possession, including a summary proceeding for possession of the\ndemised premises, Tenant will not interpose any counterclaim, of whatever nature\nor description, in any such proceeding, including a counterclaim under Article\n4, except for statutory mandatory counterclaims.\n\nInability to Perform:\n\n     26. This Lease and the obligation of Tenant to rent hereunder and perform\nall of the other covenants and agreements hereunder on part of Tenant to be\nperformed shall in no wise be affected, impaired or excused because Owner is\nunable to fulfill any of its obligations under this lease, or to supply, or is\ndelayed in supplying, any service expressly or impliedly to be supplied, or is\nunable to make, or is delayed in making, any repairs, additions, alterations or\ndecorations, or is unable to supply, or is delayed in supplying, any equipment,\nfixtures or other materials. If Owner is prevented or delayed from doing so be\nreason of strike or labor troubles, or any cause whatsoever beyond Owner's sole\ncontrol including, but not limited to, government preemption or restrictions, or\nby reason of any rule, order or regulation of any department or subdivision\nthereof of any government agency, or by reason of the conditions which have been\nor are affected, either directly or indirectly, by war or other emergency.\n\n\n\nWater Charges:\n\n     27. If Tenant requires, uses or consumes water\n\n\n\n\n\nfor any purpose in addition to ordinary lavatory purposes (of which fact Owner\nshall be the sole judge) Owner may install a water meter and thereby measure\nTenant's water consumption for all purposes. Tenant shall pay Owner for the cost\nof the meter and the cost of the installation. Throughout the duration of\nTenant's occupancy, Tenant shall keep said meter and installation equipment in\ngood working order and repair at Tenant's own cost and expense. In the event\nTenant fails to maintain the meter and installation equipment in good working\norder and repair (of which fact owner shall be the sole judge) Owner may cause\nsuch meter and equipment to be replaced or repaired, and collect the cost\nthereof from Tenant as additional rent. Tenant agrees to pay for water consumed,\nas shown on said meter as and when bills are rendered, and in the event Tenant\ndefaults in the making of such payment, Owner may pay such charges and collect\nthe same from Tenant as additional rent. Tenant covenants and agrees to pay, as\nadditional rent, the sewer rent, charge or any other tax, rent or levy which now\nor hereafter is assessed, imposed or a lien upon the demised premises, or the\nrealty of which they are a part, pursuant to any law, order or regulation made\nor issued in connection with the use, consumption, maintenance or supply of\nwater, the water system or sewage or sewage connection or system. If the\nbuilding, the demised premises, or any part thereof, is supplied with water\nthrough a meter through which water is also supplied to other premises, Tenant\nshall pay to Owner, as additional rent, $100 per floor (or prorated part) on the\nfirst day of each month. Independently of, and in addition to, any of the\nremedies reserved to Owner hereinabove or elsewhere in this lease, Owner may sue\nfor and collect any monies to be paid by Tenant, or paid by Owner, for any of\nthe reasons or purposes hereinabove set forth.\n\nSprinklers:\n\n     28. Anything elsewhere in this lease to the contrary notwithstanding, if\nthe New York Board of Fire Underwriters or the New York Fire Insurance Exchange\nor any bureau, department or official of the federal, state or city government\nrecommend or require the installation of a sprinkler system, or that any\nchanges, modifications, alterations, or additional sprinkler heads or other\nequipment be made or supplied in an existing sprinkler system by reason of\nTenant's business, the location of partitions, trade fixtures, or other contents\nof the demised premises, or for any other reason related to Tenant's manner of\nuse of the demised premises, or if any such sprinkler system installations,\nmodifications, alterations, additional sprinkler heads or other such equipment,\nbecome necessary to prevent the imposition of a penalty or charge against the\nfull allowance for a sprinkler system in the fire insurance rate set by said\nExchange or any other body making fire insurance rates, or by any fire insurance\ncompany, Tenant shall, at Tenant's expense, promptly make such sprinkler system\ninstallations, changes, modifications, alterations, and supply additional\nsprinkler heads or other equipment as required, whether the work involved shall\nbe structural or non-structural in nature. Tenant shall pay to Owner as\nadditional rent the sum of $50 per floor (or prorated part), on the first day of\neach month during the term of this lease, as Tenant's portion of the contract\nprice for sprinkler supervisory service.\n\nElevators, Heat, Cleaning:\n\n     29. As long as Tenant is not in default under any covenants of this lease,\nbeyond the applicable grace period provided in this lease for the curing of such\ndefaults, Owner shall: (a) provide necessary passenger elevator facilities on\nbusiness days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (b)\nif freight elevator service is provided, same shall be provided only on regular\nbusiness days, Monday through Friday inclusive, and on those days only between\nthe hours of 8 a.m. and 12 noon and between 1 p.m. and 5 p.m.; (c) furnish heat,\nwater and other services supplied by Owner to the demised premises, when and as\nrequired by law, on business days from 8 a.m. to 6 p.m. and on Saturdays from 8\na.m. to 1 p.m.; (d) clean the public halls and public portions of the building\nwhich are used in common by all tenants. Tenant shall, at Tenant's expense, keep\nthe demised premises, including the windows, clean and in order, to the\nreasonable satisfaction of Owner, and for that purpose shall employ person or\npersons, or corporations approved by Owner. Owner shall remove Tenant's refuse\nand rubbish from the building. Tenant shall, at Tenant's expense, deliver\nTenant's refuse and rubbish to a location within the building designated by\nOwner. Owner reserves the right to stop service of the heating, elevator,\nplumbing and electric systems, when necessary, by reason of accident or\nemergency, or for repairs, alterations, replacements or improvements, which in\nthe judgment of Owner are desirable or necessary to be made, until said repairs,\nalterations, replacements or improvements shall have been completed. If the\nbuilding of which the demised premises are a part supplies manually operated\nelevator service, Owner may proceed diligently with alterations necessary to\nsubstitute automatic control elevator service without in any way affecting the\nobligations of Tenant hereunder.\n\nCaptions:\n\n     30. The Captions are inserted only as a matter of convenience and for\nreference, and in no way define, limit or describe the scope of this lease nor\nthe intent of any provision thereof.\n\nDefinitions:\n\n     31. The term \"Owner\" as used in this lease means only the owner of the fee\nor of the leasehold of the building, or the mortgagee in possession for the time\nbeing, of the land and building (or the owner of a lease of the building or of\nthe land and building) of which the demised premises form a part, so that in the\nevent of any sale or sales of said land and building or of said lease, or in the\nevent of a lease of said building, or of the land and building, the said Owner\nshall be and hereby is entirely freed and relieved of all covenants and\nobligations of Owner hereunder, and it shall be deemed and construed without\nfurther agreement between the parties or the successors in interest, or between\nthe parties and the purchaser, at any such sale, or the said lessee of the\nbuilding, or of the land and building, that the purchaser or the lessee of the\nbuilding 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 \"rent\"\nincludes the annual rental rate whether so expressed or expressed in monthly\ninstalments, and \"additional rent\". \"Additional rent\" means all sums which shall\nbe due to Owner from Tenant under this lease, in addition to the annual rental\nrate. The term \"business days\" as used in this lease, shall exclude Saturdays,\nSundays and all days observed by the State or Federal Government as legal\nholidays, and those designated as holidays by the applicable building service\nunion employees service contract, or by the applicable Operating Engineers\ncontract with respect to HVAC service. Wherever it is expressly provided in this\nlease that consent shall not be unreasonably withheld, such consent shall not be\nunreasonably delayed.\n\nAdjacent Excavation-Shoring:\n\n     32. If an excavation shall be made upon land adjacent to the demised\npremises, or shall be authorized to be made, Tenant shall afford to the person\ncausing or authorized to cause such excavation, a license to enter upon the\ndemised premises for the purpose of doing such work as said person shall deem\nnecessary to preserve the wall or the building, of which demised premises form a\npart, from injury or damage, and to support the same by proper foundations,\nwithout any claim for damages or indemnity against Owner, or diminution or\nabatement of rent.\n\nRules and Regulations:\n\n     33. Tenant and Tenant's servants, employees, agents, visitors, and\nlicensees shall observe faith fully, and comply with, the Rules and Regulations\nannexed hereto and such other and further reasonable Rules and Regulations as\nOwner or Owner's agents may from time to time adopt. Notice of any additional\nRules or Regulations shall be given in such manner as Owner may elect. In case\nTenant disputes the reasonableness of any additional Rules or Regulations\nhereafter made or adopted by Owner or Owner's agents, the parties hereto agree\nto submit the question of the reasonableness of such Rules or Regulations for\ndecision to the New York office of the American Arbitration Association, whose\ndetermination shall be final and conclusive upon the parties hereto. The right\nto dispute the reasonableness of any additional Rules or Regulations upon\nTenant's part shall be deemed waived unless the same shall be asserted by\nservice of a notice, in writing, upon Owner, within 60 days after the giving of\nnotice thereof. Nothing in this lease contained shall be construed to impose\nupon Owner any duty or obligation to enforce the Rules and Regulations or terms,\ncovenants or conditions in any other lease, as against any other tenant, and\nOwner shall not be liable to Tenant for violation of the same by any other\ntenant, its servants, employees, agents, visitors or licensees.\n\nGlass:\n\n     34. Owner shall replace, at the expense of Ten ant, any and all plate and\nother glass damaged or broken from any cause whatsoever in and about the demised\npremises. Owner may insure, and keep insured, at Tenant's expense, all plate and\nother glass in the demised premises for and in the name of Owner. Bills for the\npremiums therefor shall be rendered by Owner to Tenant at such times as Owner\nmay elect, and shall be due from, and payable by, Tenant when rendered, and the\namount thereof shall be deemed to be, and be paid as, additional rent.\n\nDirectory Board Listing:\n\n     35. If, at the request of, and as accommodation to, Tenant, Owner shall\nplace upon the directory board in the lobby of the building, one or more names\nof persons or entities other than Tenant, such directory board listing shall not\nbe construed as the consent by Owner to an assignment or subletting by Tenant to\nsuch persons or entities.\n\nSuccessors and Assigns:\n\n     36. The covenants, conditions and agreements contained in this lease shall\nbind and inure to the benefit of Owner and Tenant and their respective heirs,\ndistributees, executors, administrators, successors, and except as otherwise\nprovided in this lease, their assigns.\n\nThe Rider attached to this lease is hereby made a part of this lease.\n\n\n\n\n\n\nIn Witness Whereof, Owner and Tenant have respectively signed and sealed this\nlease as of the day and year first above written.\n\n                                      Owner\n                                      By:  George Comfort &amp; Sons, Inc.,\n                                           Owner's Managing Agent\n                                           -------------------------------------\n                                       By: \/s\/ Peter S. Duncan\n                                           -------------------------------------\n                                           Peter S. Duncan, President\n                                           Coach, Inc.\n\n                                       By: \/s\/ Keith Monda\n                                           -------------------------------------\n\n                                           Name:   Keith Monda\n                                                  ------------------------------\n                                           Title:  Executive Vice President\n                                                   &amp; Chief Operating Officer\n                                                  ------------------------------\n\n\n\n\n\n\n\n\n                       Rider To Lease Dated July 1, 2000,\n       Between Linda Seff Beswick, Victoria Winteringham and Jack Anfang,\n  as Executors of the Last Will and Testament of Viola Seff Goldberg, deceased,\n    Patricia Bauman, Jeffrey D. Bauman, Amy Bauman, and Jessica Bauman, Owner\n                             and Coach, Inc., Tenant\n\n\n     41. CONFLICTS. In the event of any conflict between any of the provisions\nof this Rider and any of the provisions, printed or typewritten, of the printed\nportion of this lease, the provisions of this Rider shall control.\n\n     42. EXISTING LEASES. (a) Tenant is the present tenant under the following\nleases with Owner (\"Existing Leases\"), in the aggregate covering the demised\npremises (other than the 5th floor):\n\n     (i) Agreement of Lease dated February 11, 1991 (originally with Tricots St.\nRaphael, Inc., and assigned to Tenant pursuant to Agreement to Assign Lease\ndated October 31, 1995), amended by First Amendment to Lease dated January, 1996\n(covering the entire 7th floor, which under its current terms expires February\n28, 2001).\n\n     (ii) Agreement of Lease dated May 11, 1979, amended by Agreement dated May\n1, 1981, Extension Agreement dated July 1, 1982, Agreement dated January 1,\n1989, and Lease Modification Agreement dated August 3, 1993 (covering the entire\n8th, 9th and 10th floors, which under its current terms expires January 31,\n2002);\n\n     (iii) Agreement of Lease dated September 14, 1994 (covering a portion of\nthe 11th floor, which under its current terms expires January 31, 2002);\n\n     (iv) Agreement of Lease dated July 1, 1982, amended by Agreement dated\nJanuary 1, 1989, Lease Modification Agreement dated October 30, 1990, and Lease\nModification Agreement dated August 3, 1993 (covering a portion of the 11th\nfloor, which under its current terms expires January 31, 2002); and\n\n     (v) Agreement of Lease dated August 3, 1993, amended by Lease Modification\nAgreement, dated August 16, 1993 (covering the entire 12th floor, which under\nits current terms expires January 31, 2002);\n\n          (b) Effective on the date the term of this lease commences, the term\nof each of the Existing Leases shall be deemed terminated, in the same manner \nand with the same effect as if the termination date was the date set forth in \neach of the Existing Leases as the expiration date. Notwithstanding any \nprovision of this lease to the contrary, the additional rent payable under \nthe Existing Leases shall be payable through January 31, 2002 with respect to \nthe 8th, 9th, 10th, 11th and 12th floors, and February 28, 2001 with respect \nto the 7th floor.\n\n     43. AS IS; OWNER'S WORK. (a) Notwithstanding any provision of this lease to\nthe contrary (except as provided in paragraph (b) of this Article), Tenant shall\ncontinue in possession of the demised premises (including, without limitation,\nthe 5th floor) \"AS IS\" on the date of the term of this lease shall commence\n(and, with respect to the 5th floor, on May 1, 2005) and Owner shall have no\nobligation to furnish, render or supply any work, labor, services, equipment,\nmaterials, decorations, furniture or fixtures to make the demised premises ready\nor suitable for Tenant's use or occupancy.\n\n          (b) Owner shall, at Owner's expense, in a building standard manner,\nusing building standard materials, perform the following work (\"Owner's \nWork\") in a first class workmanlike manner, in accordance with EXHIBIT A \nattached to this lease (\"Owner's Work Description\"): furnish and install new \ndouble-hung thermal pane windows throughout the building (which can be opened \nin a manner which permits them to be cleaned from inside the demised \npremises; such cleaning to be performed by Tenant, at Tenant's expense); \nupgrade the mechanical system and cab appearance of the two existing \npassenger elevators; convert one freight elevator to a passenger elevator; \nand upgrade the main lobby and entrance of the building (including, without \nlimitation, the installation of a 24-hour access system, which shall be a \ncard access system or other system reasonably acceptable to Tenant; the \n\"Access System\"; and any card access system shall be compatible with Tenant's \nexisting ADT - Wells Fargo System. On or before the 90th day following the \ncommencement of the term of this lease, Owner shall deliver to Tenant for its \napproval (which shall not be unreasonably withheld or delayed), plans and \nspecifications for the design of the windows, the three passenger elevators \nand the main lobby and entrance of the building which shall be consistent \nwith Owner's Work Description (\"Owner's Plans\"). Tenant shall approve or \ndisapprove Owner's Plans by notice to Owner within 15 business days following \nOwner's delivery of\n\n\n\n\nOwner's Plans (time being of the essence). If Tenant fails to do so, Owner's\nPlans shall be deemed approved by Tenant. If Tenant timely disapproves Owner's\nPlans, Tenant's notice of disapproval shall give the details of the disapproval\nand make suggestions for those items disapproved by Tenant. If Tenant's\nsuggestions are consistent with Owner's Work Description and shall not increase\nthe cost of, or time required for, Owner's Work, or affect any other area or\ntenant of the building (collectively, the \"Criteria\"), Owner shall incorporate\nTenant's suggestions into Owner's Plans. If Tenant's suggestions do not meet the\nCriteria, Owner shall give notice thereof to Tenant, detailing the aspects in\nwhich they do not meet the Criteria, within 15 business days following Owner's\nreceipt of Tenant's disapproval (time being of the essence). If Owner fails to\ndo so, Owner shall be deemed to have approved Tenant's suggestions. If Owner\ntimely disapproves Tenant's suggestions, the dispute shall be resolved by\narbitration in accordance with Article 63(b), but the arbitrator cannot approve\nany of Tenant's suggestions which do not meet the Criteria.\n\n          (c) Owner shall use commercially reasonable efforts to substantially\ncomplete Owner's Work within 24 months following the date Owner and Tenant \nagree on Owner's Plans (or the date any dispute is resolved by arbitration as \nprovided in this Article), subject to extension for delays as provided in \nArticle 27 (which shall include, without limitation, delays due to any act or \nomission of Tenant or any of Tenant's employees, agents or contractors). \nOwner's Work shall be deemed substantially completed at such time as Owner's \nWork is completed but for (i) decorating and touching-up of painting and (ii) \nminor or insubstantial details of construction or mechanical adjustment. If \nOwner shall fail to substantially complete Owner's Work within the period of \n24 months set forth in this paragraph (as extended), this lease shall remain \nin full force and effect according to its terms, Owner shall have no \nobligation or liability to Tenant, Tenant shall not be entitled to any \ndamages or rent abatement and Tenant's sole remedy shall be an action for \nspecific performance.\n\n     44. FIXED RENT. The annual fixed rent under this lease (subject to increase\nas provided in this lease) shall be as follows:\n\n     (i) from July 1, 2000 through February 28, 2001, $1,466,966 per annum\n(representing the annual fixed rent under the Existing Leases, as the same may\nhave been increased);\n\n     (ii) from March 1, 2001 through January 31, 2002 (x) $1,230,000 per annum\n(represent ing the annual fixed rent under the Existing Leases, as the same may\nhave been increased, for the 8th through 12th floors), plus (y) $380,000 per\nannum for the 7th floor, except that the annual fixed rent for the 7th floor\nshall be increased (A) on March 1, 2001, by an amount equal to $380,000\nmultiplied by the greater of 1 percent or 50% of the percentage increase of the\nIndex (as defined below) for February 2001 over the Index for June 2000, and (B)\non July 1, 2001, by an amount equal to the annual fixed rent then payable with\nrespect to the 7th floor multiplied by the greater of .50 percent or 50 percent\nof the percentage increase of the Index for June 2001 over the Index for\nFebruary 2001;\n\n     (iii) from February 1, 2002 through June 30, 2002 (x) the annual fixed rent\nthen payable with respect to the 7th floor as determined above, plus $1, 900,000\nper annum for the 8th through 12th floors, except that the annual fixed rent for\nthe 8th through 12th floors shall be increased (A) on February 1, 2002, by an\namount equal to $1,900,000 multiplied by the greater of 2.375 percent or 50\npercent of the percentage increase of the Index for January 2002 over the Index\nfor June 2000 and (B) on July 1, 2002, by an amount equal to the annual fixed\nrent then payable with respect to the 8th through 12th floors multiplied by the\ngreater of .625 percent or 50 percent of the percentage increase of the Index\nfor June 2002 over the Index for January 2002;\n\n     (iv) from July 1, 2002 through June 30, 2003 (x) the annual fixed rent then\npayable with respect to the 8th through 12th floors as determined above, plus\n(y) the annual fixed rent then payable with respect to the 7th floor, which 7th\nfloor annual fixed rent shall be increased on July 1, 2002 by an amount equal to\nthe annual fixed rent then payable for the 7th floor multiplied by the greater\nof 1.5 percent or 50 percent of the increase of the Index for June 2002 over the\nIndex for June 2001; and\n\n     (v) commencing on July 1, 2003 and on the first day of each July thereafter\nduring the term (the \"Adjustment Date\"), the annual fixed rent shall be\nincreased by an amount equal to the annual fixed rent then payable under this\nlease multiplied by the greater of 1.5 percent or 50 percent of the percentage\nincrease of the Index for the June immediately prior to the Adjustment Date in\nquestion over the Index for the prior June.\n\n          (b) In addition to all other rent and additional rent, and all other\nincreases, under this lease, the annual fixed rent shall be increased by \n$360,000 per annum on July 1, 2003, an additional $440,000 per annum on May \n1, 2005, and an additional $420,000 per annum on each of July 1, 2006, July \n1, 2009, July 1, 2012, and, if the term of this lease is timely extended by \nTenant pursuant to this lease, July 1, 2015, July 1, 2018, July 1, 2021 and \nJuly 1, 2024.\n\n                                      -9-\n\n\n\n\n\n          (c) The term \"Index\" shall mean the All-Items figures in the Consumer\nPrice Index-All Urban Consumers (1982-84=100) of the Bureau of Labor \nStatistics of the United States Department of Labor for New York, New \nYork-Northwestern New Jersey. If the Index is discontinued or changed, or the \nIndex is no longer published for the applicable months, Owner shall designate \na suitable substitute index, adjust the Index to take account of the changes \nor change the periods for comparison. As soon as practicable after the \npublication of the Index or the determination of a substitute index, Owner \nshall determine the new annual fixed rent. Pending such determination, Tenant \nshall continue to pay the annual fixed rent then in effect. When the new \nannual fixed rent has been determined, Tenant shall promptly pay any increase \nto Owner retroactive to the beginning of the period in question.\n\n          (d) The following is an illustration of the fixed rent payments\nthrough July 1, 2004, assuming an annual percentage increase of the Index of \n1 percent (so that the Index increase is not relevant):\n\n     (i) from July 1, 2000 through February 28, 2001, $1,466,966;\n\n     (ii) from March 1, 2001 through January 31, 2002 (x) $1,230,000, plus (y)\n$380,000, but on March 1, 2001 the 7th floor rent shall be increased to $383,800\n($380,000 plus 1% of $380,000 or $3,800) and on July 1, 2001 to $385,719\n($383,800 plus .50 percent of $383,800 or $1,919);\n\n     (iii) from February 1, 2001 through June 30, 2002 (x) $385, 719, plus (y)\n$1,900,000, but on February 1, 2001 the 8th through 12th floors rent shall be\nincreased to $1,945,125 ($1,900,000 plus 2.375 percent of $1,900,000) and on\nJuly 1, 2002 to $1,957,282.03 ($1,945,125 plus .625 percent of $1,945,125);\n\n     (iv) from July 1, 2002 through June 30, 2003 (x) $1,957,282.03 plus (y)\n$391,504.79 ($385,719 plus 1.5 percent of $385,719); and\n\n     (v) July 1, 2003 through June 30, 2004, $2,348,786.82 plus $35,231.80 (1.5\npercent of $2,348,786.82), plus $360,000.\n\n     45. REAL ESTATE TAXES. For the purpose of this Article:\n\n     (i) The term \"Taxes\" shall mean (1) the real estate taxes, assessments and\nspecial assessments imposed on the building and\/or the land on which the\nbuilding is erected (including, without limitation, business improvement\ndistrict charges) and (2) any reasonable expenses incurred by Owner in\ncontesting the same. If at any time during the term of this lease the methods of\ntaxation prevailing on the date hereof shall be altered so that in lieu of, or\nas an addition to, or as a substitute for, the whole or any part of such real\nestate taxes, assessments and special assessments now imposed on real estate,\nthere shall be levied, assessed and imposed (x) a tax, assessment, levy,\nimposition, license fee or charge wholly or partially as a capital levy or\notherwise on the rents received therefrom, or (y) any other additional or\nsubstitute tax, assessment, levy, imposition, fee or charge, then all such\ntaxes, assessments, levies, impositions, fees or charges shall be deemed to be\nincluded within the term \"Taxes\" for the purposes hereof (in no event, however,\nshall Taxes include any income, estate or inheritance tax of Owner, or any\ntransfer taxes).\n\n     (ii) The term \"Base Tax Year\" shall mean the Tax Year ending June 30, 2000.\n\n     (iii) The term \"Base Tax\" shall mean the Taxes for the Base Tax Year.\n\n     (iv) The term \"Tax Year\" shall mean the period of 12 calendar months\nbeginning July 1st.\n\n     (v) The term \"Tenant's Share\" shall mean 50 percent through April 30, 2005,\nand 58.333 percent thereafter (subject to increase as provided in this lease;\nand for purposes of this Article, Tenant's Share with respect to the 7th floor\nshall be 8.333 percent).\n\n          (b) If the Taxes for any Tax Year shall exceed the Base Tax, Tenant\nshall pay for such Tax Year an amount (\"Tax Payment\") equal to Tenant's Share \nof such excess (except that the Tax Payment under this Article shall not \ncommence until March 1, 2001 with respect to the 7th floor, not until \nFebruary 1, 2002 with respect to the 8th through 12th floors and not until \nMay 1, 2005 with respect to the 5th floor). If a Tax Year ends after the \nexpiration or termination of the term of this lease, the Tax Payment therefor \nshall be prorated to correspond to that portion of such Tax Year occurring \nwithin the term of this lease. In addition, the Tax Payment shall be prorated \nfor the Tax Year in which the payment of additional rent under this Article \ncommences. If the real estate fiscal tax year of the City of New York shall \nbe changed during the term of this lease, any Taxes for a real estate fiscal \ntax year, a part of which is included within a particular Tax Year and a part \nof which is not so included,\n\n                                      -10-\n\n\n\n\n\nshall be apportioned on the basis of the number of days in the real estate\nfiscal tax year included in the particular Tax Year for the purpose of making\nthe computations under this Article.\n\n     (c) The Tax Payment shall be payable by Tenant within 30 days after receipt\nof a demand from Owner (but not more than 30 days before the tax is due, subject\nto Owner's option set forth in the following sentence), which demand shall be\naccompanied by Owner's computation of the Tax Payment (a copy of the relevant\ntax bills shall be sent by Owner to Tenant with each such demand).\nNotwithstanding the foregoing, at Owner's option, to be exercised at any time\nduring the term of this lease upon notice to Tenant, Tenant shall pay on the\nfirst day of each month, on account of the Tax Payment for the next Tax Year, an\namount equal to one-twelfth of the Tax Payment for the preceding Tax Year. If\nthe aggregate payments on account of the Tax Payment in any Tax Year shall\nexceed the Tax Payment for that Tax Year, the excess shall, at Owner's option,\neither be credited against subsequent payments under this lease or promptly\nrefunded to Tenant; and if the Tax Payment for any Tax Year shall exceed the\naggregate payments on account of the Tax Payment, the excess shall be promptly\npaid by Tenant.\n\n     (d) If in any Tax year the building or the land is entitled to any\nabatement of or exemption from Taxes (or any assessment or rate which comprises\nTaxes) as the result of any work performed or expenditures made by Owner, such\nabatement or exemption shall not be taken into account in determining Tenant's\nTax Payment for that Tax Year, but the Tax Payment shall be based on the Taxes\nwhich would have been payable without that abatement or exemption. If Owner\nshall receive a refund of the Taxes for any Tax Year, Owner shall pay to Tenant,\nTenant's Share of the net refund (after deducting from such total refund the\nreasonable costs and expenses of obtaining same which have not previously been\nincluded in Taxes under this lease); but (i) such payment to Tenant shall not\nexceed Tenant's Tax Payment actually paid for such Tax Year and (ii) if Tenant\nis then in default in the payment of any fixed rent or additional rent, Owner\nshall first apply that refund to the defaulted payments.\n\n     46. ELECTRIC ENERGY. (a) Notwithstanding any provision of this lease to the\ncontrary, Owner shall have no obligation to supply to Tenant or the demised\npremises any electric energy. Tenant shall, at Tenant's expense, make all\narrangements for electric energy to be furnished to the demised premises,\nincluding, without limitation, the furnishing, installing and maintaining of all\nmeters and other components of the electric energy system within or servicing\nthe demised premises. Owner shall not be liable to Tenant in damages or\notherwise for any failure of Tenant to make arrangements for or to obtain any\nelectric energy. Tenant shall not be released or excused from the performance of\nany of its obligations under this lease for any such failure or for any\ninterruption or curtailment of any electric energy, and no such failure,\ninterruption or curtailment shall constitute a constructive or partial eviction,\nexcept that nothing contained in this paragraph shall be deemed to release Owner\nfrom liability resulting from the negligence of Owner or its contractors\n(subject, however, to the provisions of this lease, including, without\nlimitation, Article 61). Tenant shall not overload any electric energy facility.\n\n          (b) Tenant shall pay directly to the company, companies or\ngovernmental units supplying electric energy to Tenant promptly as and when \ndue, all charges for electric energy used by Tenant or in connection with the \ndemised premises.\n\n          (c) Notwithstanding any provision of this lease to the contrary,\nTenant shall, at Tenant's expense, maintain and promptly make all repairs, \nordinary and extraordinary, to all components of the electric energy system \nservicing exclusively the demised premises, including, without limitation, \nall meters.\n\n          (d) Owner shall select the company or companies that supply electric\nenergy to the building (and to the demised premises), and shall have the \nright at any time and from time to time during the term of this lease to \nchange the company or companies that supply electric energy to the building \n(and to the demised premises). Tenant shall cooperate with Owner and the \ncompany or companies that supply electric energy to the building (and to the \ndemised premises) and, as reasonably necessary, shall allow Owner and such \ncompany or companies reasonable access to the demised premises and Tenant's \nelectric lines, feeders, risers, wiring, and any other machinery. Owner shall \nnot be liable or responsible for any loss, damage, or expense that Tenant may \nsustain or incur by reason of any change of the company or companies \nsupplying electric energy to the building (and to the demised premises), \nincluding, without limitation, in connection with the failure, interference \nor disruption in the supply of the electric energy furnished to the demised \npremises, and no such change, failure, defect, interference or disruption \nshall constitute an actual or constructive eviction, in whole or in part, or \nentitle Tenant to any abatement or diminution of rent or additional rent, or \nrelieve Tenant from any of its obligations under this lease.\n\n     47. TENANT'S RIGHT OF FIRST OFFER - AVAILABLE SPACE. (a) Provided (i)\nTenant is not then in default under this lease following any required notice and\nthe expiration of the applicable grace period, (ii) this lease is otherwise in\nfull force and effect and (iii) Tenant named herein (or an Affiliate or\nSuccessor, as those terms are\n\n                                      -11-\n\n\n\n\n\n\n\n\ndefined in Article 53) is the tenant under this lease and is occupying not less\nthan 100,000 rentable square feet of the demised premises, if on or before the\ndate which is 5 years prior to the expiration of the term of this lease (as the\nsame may have been extended pursuant to Articled 49), any space (\"Expansion\nSpace\") in the building shall become, or Owner anticipates that within the next\n365 days same shall become, available for leasing (other than in connection with\nthe first lease entered into by Owner following the date of this lease of any\nportions of the 2nd or 3rd floors of the building, which shall not be subject to\nTenant's right under this Article), Owner shall give notice thereof to Tenant,\nwhich notice shall include an offer by Owner to Tenant for Tenant to include the\nExpansion Space in the demised premises on all of the terms of this lease\n(including, without limitation, the terms set forth in paragraphs (b) and (c) of\nthis Article) at an initial annual fixed rent set forth in Owner's notice.\nTenant shall have the right, to be exercised by notice to Owner within 10\nbusiness days following receipt of Owner's notice (time being of the essence),\nto include in the demised premises the Expansion Space on the terms of this\nlease and at the initial fixed rent set forth in Owner's notice. During the\ninitial term of this lease, if Tenant has not than exercised Tenant's right to\nextend the term of this lease pursuant to Article 49, there is less than 5 years\nremaining in the initial term, and Tenant is then permitted to exercise Tenant's\nright to extend the term of this lease pursuant to the provisions of Article 49,\nOwner shall give to Tenant the notice required by this Article and Tenant shall\nhave the right to exercise Tenant's right under this Article so long as Tenant\nshall simultaneously with the exercise of Tenant's right under this Article also\nexercise Tenant's right to extend the term of this lease pursuant to Article 49\n(provided that on the date Tenant exercises Tenant's right Tenant has the right\nto extend the term of this lease pursuant to the provisions of Article 49).\nNothing contained in this Article shall be deemed to prohibit Owner from\nrenewing or extending any lease or making any new lease with any then existing\ntenant (or its Affiliate or Successor).\n\n          (b) If Tenant shall not timely exercise Tenant's right to include the\nExpansion Space in the demised premises, Owner may lease the Expansion Space \nto any third party on any terms desired by Owner but if the effective average \nannual fixed rent to be charged to said third party (taking into account only \nthe following terms of the proposed lease: the initial fixed rent; any fixed \nincreases (not escalations, CPI increases or other increases which cannot \nthen be calculated) of the initial fixed rent; and any Owner's work, \nallowances and free rent period) is less than 90 percent of the average \nannual fixed rent set forth in Owner's notice, Owner must first offer the \nExpansion Space to Tenant at the effective average annual fixed rent offered \nto said third party. If Tenant shall timely exercise Tenant's right to \ninclude the Expansion Space in the demised premises, it shall be included in \nthe demised premises on the date the Expansion Space is vacant and available, \non the terms of this lease, except that the initial fixed rent shall be as \nset forth in Owner's notice, the Base Tax Year shall be the Tax Year then in \nprogress and Tenant's Share shall increase by the percentage obtained by \ndividing the rentable square feet of the Expansion Space (as reasonably \ndetermined by Owner and using a measurement of 22,412 rentable square feet \nfor a full floor) by 268,944.\n\n          (c) Tenant shall accept possession of the Expansion Space included in\nthe demised premises pursuant to this Article \"As Is\" (and otherwise on the \nterms of this lease) on the date the Expansion Space is included in the \ndemised premises, and Owner shall have no obligation to furnish, render or \nsupply any work, labor, services, equipment, materials, decorations, \nfurniture or fixtures to make that space ready or suitable for Tenant's use \nor occupancy, except that Owner shall, at Owner's expense, in a building \nstandard manner, using building standard materials, in compliance with all \napplicable laws, as soon as practicable following the inclusion of the \nExpansion Space in the demised premises, remove or, at Owner's option, \nencapsulate any asbestos located in the Expansion Space (and the fixed rent \nfor the Expansion Space shall not commence until same is substantially \ncomplete).\n\n          (d) As soon as practicable, Owner and Tenant shall execute,\nacknowledge and deliver an amendment of this lease prepared by Owner \nconfirming the terms on which the Expansion Space is included in the demised \npremises.\n\n     48. TENANT'S RIGHT OF FIRST OFFER - SALE OF THE BUILDING. (a) Provided (i)\nTenant is not then in default under this lease following any required notice and\nthe expiration of the applicable grace period, (ii) this lease is otherwise in\nfull force and effect, and (iii) Tenant named herein (or an Affiliate or\nSuccessor) is the tenant under this lease and is occupying not less than 100,000\nrentable square feet of the demised premises, if at any time during the term of\nthis lease Owner desires to sell the building or all of its interest in the\nbuilding (in one transaction or a series of related transactions) to an\nunrelated third party, Owner shall give notice thereof to Tenant, which notice\nshall include an offer by Owner to Tenant for Tenant to purchase the building\npursuant to the contract of sale delivered by Owner to Tenant with Owner's\nnotice. Tenant shall have the right, to be exercised by Tenant signing and\nreturning to Owner four copies of the contract (without change), together with\nthe 5% deposit required by the contract, within 10 business days following\nreceipt of Owner's notice (time being of the essence).\n\n          (b) If Tenant shall not timely exercise Tenant's right to purchase the\nbuilding, Owner may sell the building to any third party on any terms desired \nby Owner, but if the purchase price to be\n\n                                      -12-\n\n\n\n\n\ncharged to said third party is less than 90 percent of the purchase price set\nforth in the contract delivered to Tenant, Owner must first offer to sell the\nbuilding to Tenant at the purchase price offered to said third party (and\notherwise on the terms of the contract first delivered to Tenant). If Tenant\nshall timely exercise Tenant's right to purchase the building, Owner shall sell\nto Tenant, and Tenant shall purchase from Owner, the building in accordance with\nthe contract. Any default by Tenant under the contract shall be deemed a default\nunder this lease and any default by Tenant under this lease shall be deemed a\ndefault by Tenant under the contract, in which event Owner shall have all rights\nand remedies of Owner, including, without limitation, the right to terminate\neither or both of this lease and the contract (and Tenant shall no longer have\nTenant's rights under this Article or Articles 47, 49 or 51(b)).\n\n     49. TENANT'S RIGHT TO EXTEND. Provided (i) Tenant is not in default under\nthis lease following any required notice and the expiration of the applicable\ngrace period on the date Tenant exercises Tenant's right under this Article or\non the date the extended term commences, (ii) this lease is otherwise in full\nforce and effect, and (iii) Tenant named herein (or an Affiliate or Successor)\nis the tenant under this lease and is occupying not less than 100,000 rentable\nsquare feet of the demised premises on the date Tenant exercises Tenant's right\nunder this Article and the date the extended term commences, Tenant shall have\nthe right to extend the term of this lease with respect to the entire demised\npremises, for a period of 10 years, commencing on July 1, 2015 and ending on\nJune 30, 2025. The extended period shall be on the terms of this lease, except\nthat (i) the initial annual fixed rent shall be the higher of (x) the annual\nFair Market Fixed Rent determined pursuant to this Article or (y) the annual\nfixed rent then payable under this lease, and (ii) Tenant shall have no further\nright or option to extend the term of this lease.\n\n          (a) The annual Fair Market Fixed Rent shall be (at the date of its\ndetermination) the annual fixed rent which an unrelated third party would pay \nfor the demised premises for a 10-year lease commencing July 1, 2015 and \notherwise on the terms of this lease (including, without limitation, the Base \nTax Year, no Owner's work, no Owner's allowance, no rent concession, no \nbrokerage commissions and no vacancy period). If Tenant timely exercises \nTenant's right under this Article, on or about January 1, 2015, Owner shall \ngive notice to Tenant of Owner's determination of the annual Fair Market \nFixed Rent. If Tenant disputes Owner's determination, Tenant shall give \nnotice to Owner of the dispute within 30 days after receipt of Owner's notice \nstating Tenant's determination of the Fair Market Fixed Rent (time being of \nthe essence). If Tenant shall not submit that notice, then the initial annual \nfixed rent for the extended period shall be Owner's determination of the Fair \nMarket Fixed Rent. If Tenant shall submit that notice, Owner and Tenant \nshall, within 10 days following Tenant's notice, designate one independent \narbitrator to determine the annual Fair Market Fixed Rent. The arbitrator \nmust be a person having not less than 15 years' experience as a commercial \nleasing broker in the City of New York. If they fail to designate an \narbitrator within 10 days, the arbitrator shall be designated by the \nPresident of the New York City Real Estate Board, Inc. at the request of \neither Owner or Tenant. The arbitrator shall determine the Fair Market Fixed \nRent by selecting either the Fair Market Fixed Rent submitted by Owner or the \nFair Market Fixed Rent submitted by Tenant, whichever Fair Market Fixed Rent \nthe arbitrator determines is closer to the Fair Market Fixed Rent. The \ndetermination of the arbitrator shall be binding and conclusive upon both \nOwner and Tenant. The determination of the arbitrator shall be requested \nwithin 30 days. The costs and expenses of the arbitrator shall be paid 50 \npercent by Owner and 50 percent by Tenant. Each party shall pay the costs and \nexpenses of its own attorneys and experts and of presenting its evidence. If \nthe dispute shall not be resolved prior to July 1, 2015, then pending the \nresolution of the dispute, Tenant shall pay the annual fixed rent based upon \nOwner's determination of the Fair Market Fixed Rent, and within 30 days \nfollowing resolution of the dispute any adjustment shall be refunded by Owner \nto Tenant retroactive to July 1, 2015. Except for the change, if any, of the \nannual fixed rent, no other term of this lease shall change.\n\n          (b) Tenant's right under this Article must be exercised by Tenant\ngiving Owner notice of such exercise on or before June 30, 2013 (time being \nof the essence).\n\n          (c) If Tenant shall timely exercise Tenant's right under this Article\n(i) the term of this lease shall be deemed extended for the extended term \nwithout any other or further document being required, except to confirm the \ninitial annual fixed rent, and (ii) any reference in this lease to the term \nof this lease shall be deemed to include the extended term.\n\n     50. TENANT'S USE OF THE ROOF. Subject to and upon all of the terms of this\nArticle and this lease, and the rules and regulations of the building now or\nhereafter in effect, Tenant shall have the nonexclusive right, at its expense\n(but without charge by Owner) to use up to 300 square feet of contiguous space\non the roof of the building (the initial location of that space to be mutually\nagreed upon by Owner and Tenant) for the installation (and connection to the\ndemised premises) of satellite dishes, antennae, HVAC equipment and other\nequipment used in Tenant's business (which shall include a screen reasonably\nacceptable to Owner designed to block those items from view) (collectively, the\n\"Equipment\").\n\n\n                                      -13-\n\n\n\n\n          (a) Prior to installing the Equipment, (i) detailed plans and\nspecifications for the Equipment and its installation, and an engineer's \nreport on the affect the installation and operation of the Equipment shall \nhave on the roof or structural integrity of the building, shall be submitted \nto Owner for its approval (which shall not be unreasonably withheld or \ndelayed) and (ii) a full maintenance contract covering the Equipment, the \nportion of the roof and parapet wall affected by the Equipment is, at \nTenant's expense, obtained by Tenant, from a maintenance company approved by \nOwner (which shall not be unreasonably withheld or delayed).\n\n          (b) Owner may, at its expense, change the location of the Equipment,\nprovided the new location shall not adversely effect the functioning of the \nEquipment.\n\n          (c) Tenant's access to the roof shall be in common with all others to\nwhom Owner gives access to the roof.\n\n          (d) Owner, other tenants of the building and all others to whom Owner\ngrants such right, shall have the right to use the roof (but not the portion \nof the roof used by Tenant) and Tenant shall allow unrestricted access to the \nroof through the 12th floor portion of the demised premises, but only by way \nof stairway B adjacent to the southeast freight elevator. The use of that \nstairway from the 12th floor to the roof shall not interfere with the conduct \nof Tenant's business in the demised premises and Owner shall repair any \ndamage to the demised premises caused by Owner or others permitted by Owner \nto use that stairway (but not Tenant) as the result of the use of that \nstairway. Owner shall provide Tenant with reasonable prior notice (which may \nbe oral and, if Owner determines that Owner cannot wait a longer period, may \nbe less than one day's notice) if Owner or others shall need to use that \nstairway (but prior notice shall not be required in an emergency).\n\n          (e) Tenant shall, at its expense, maintain and make all repairs to the\nEquipment, maintain the Equipment in good order and condition, comply with \nall laws and requirements of any public authorities and comply with all \nrequirements of insurance bodies, with respect to the use, furnishing, \ninstalling, maintaining and repair of the Equipment.\n\n          (f) Tenant shall, at its expense, obtain and keep in force all permits\nand licenses required for the Equipment, and the insurance carried by Tenant \nin accordance with this lease shall cover the Equipment.\n\n          (g) Tenant shall (i) not overload the roof, (ii) install, mount and\nanchor the Equipment in a manner which shall not permit the same to transmit \nvibration to the building, (iii) otherwise install, mount and anchor the \nEquipment in a manner reasonably satisfactory to Owner and its engineer and \n(iv) make such changes as may be reasonably necessary so that the Equipment \nshall not interfere with the functioning of any other equipment on the roof \nor in the building (and Owner shall require others to do the same if any such \nequipment interferes with the functioning of the Equipment).\n\n          (h) Owner shall have no obligation, liability or responsibility\nwhatsoever with respect to the Equipment.\n\n          (i) Tenant shall indemnify, defend and hold harmless Owner from and\nagainst any and all claims, actions, proceedings, damages, losses, \nliabilities, costs and expenses (including, without limitation, reasonable \nattorneys' fees), and shall make all repairs and maintenance to the roof, \nparapet and coping, arising out of the use, furnishing, installation, \nmaintenance and repair of the Equipment.\n\n          (j) On or before the expiration of the term of this lease, or the date\nTenant ceases the use of any Equipment, or on the date any public authorities \nor insurance bodies require the removal thereof, Tenant shall, at its \nexpense, remove the Equipment (or the portion which is no longer used), and \nrepair any damage caused by Tenant, the Equipment or the removal of the \nEquipment.\n\n     51. NAME OF BUILDING; SIGNAGE; ACCESS; ELEVATORS.\n\n          (a) Provided (i) Tenant is not then in default under this lease\nfollowing any required notice and the expiration of the applicable grace \nperiod, (ii) this lease is otherwise in full force and effect, and (iii) \nTenant named herein (or an Affiliate or Successor) is the tenant under this \nlease and is occupying not less than 100,000 rentable square feet of the \ndemised premises, (x) the building shall be known as \"the Coach Building\", \n(y) Tenant shall have the exclusive right to place two tasteful signs on the \nwall of the building facing 34th Street identifying the building as \"The \nCoach Building\", and one additional tasteful sign on that wall advertising \nTenant's products, subject to Owner's consent, which consent shall not be \nunreasonably withheld or delayed, and (z) there shall be no other signs on \nthat wall, except for existing sign rights (Owner shall, however, use \ncommercially reasonable efforts to have such signs removed and not replaced, \nbut shall not be required to pay a fee or other consideration therefor, and \nshall have the \"Vantage Press\" sign removed not later than promptly following\n\n                                      -14-\n\n\n\nthe expiration date of the lease with Vantage Press, which expiration date is \nFebruary 29, 2004). At Owner's option, Tenant's signs shall be removed from \nthe building upon the expiration or earlier termination of this lease, and \nTenant shall repair any damage caused by Tenant, the signs or the removal of \nthe signs.\n\n          (b) Owner shall have the right to place third party advertising on the\nroof, east wall and balance of the building (other than the wall facing 34th \nStreet) (\"Landlord's Advertising Area\"), provided such signs (i) shall not \nadvertise any goods, or any company which sells primarily goods, which are \ncompetitive with any goods sold by Tenant on the date which is the earlier of \nthe date Owner gives Tenant notice of any such advertising or the date the \nadvertising is placed on the building, (ii) are not pornographic, (iii) do \nnot advertise alcohol, tobacco or firearms and (iv) do not block the windows \nof the demised premises or Tenant's views, light or air. If Owner receives or \ndesires to solicit an offer from an unrelated third party (including, without \nlimitation, any tenant of the building), other than an advertiser who then \nhas an advertisement on the building, for the right to place advertising on \nany portion of Landlord's Advertising Area, which offer or solicitation is \nacceptable to Owner, then provided (i) Tenant is not then in default under \nthis lease following any required notice and the expiration of the applicable \ngrace period, (ii) this lease is otherwise in full force and effect, and \n(iii) Tenant named herein (or an Affiliate or Successor) is the tenant under \nthis lease and is occupying not less than 100,000 rentable square feet of the \ndemised premises, Owner shall give notice thereof to Tenant, which notice \nshall include an offer by Owner to Tenant for Tenant to place advertising for \nTenant's products on the space covered by, and on the terms set forth in, the \nthird party's offer or Owner's solicitation. Tenant shall have the right, to \nbe exercised by notice to Owner within 10 days following receipt of Owner's \nnotice (time being of the essence), to license the space covered by said \nthird party's offer or Owner's solicitation for the advertisement of Tenant's \nproducts on the terms set forth in said third party's offer or Owner's \nsolicitation (net of any advertising or other commissions or fees not payable \nif Tenant exercises Tenant's right). If Tenant shall not timely exercise \nTenant's right, Owner shall have the right to license that space to said \nthird party on substantially the terms set forth in said third party's offer. \nIf Tenant shall timely exercise Tenant's right, Tenant shall be deemed to \nhave licensed the area covered by the thirty party's offer on the terms of \nthe third party's offer, for the advertisement of Tenant's products, and \nOwner and Tenant shall execute a confirmation of the license prepared by \nOwner (but Tenant's failure to execute same shall not negate Tenant's rights \nor obligations with respect to that license). Any default by Tenant under the \nlicense shall be deemed a default under this lease and any default by Tenant \nunder this lease shall be deemed a default by Tenant under the license, in \nwhich event Owner shall have all rights and remedies of Owner, including, \nwithout limitation, the right to terminate either or both of this lease and \nthe license (and Tenant shall no longer have Tenant's rights under this \nparagraph or Articles 47, 48, or 49).\n\n          (c) Subject to the provisions of this lease, provided same is\npermitted by law, as soon as the Access System is operational, Tenant shall \nhave access to the demised premises, 24 hours per day, seven days per week \n(Tenant recognizing that the building is not staffed by Owner after Owner's \nnormal business hours).\n\n          (d) The freight elevator which Owner shall convert to a passenger\nelevator as part of Owner's Work, shall service only the 5th and the 7th \nthrough 12th floors, inclusive, and the main lobby of the building, so long \nas Tenant (or an Affiliate or Successor) occupies all such floors. The two \nexisting passenger elevators on the date of this lease shall continue to \nservice all floors in the building (including, without limitation, the \ndemised premises and the main lobby of the building).\n\n     52. ASSIGNMENT AND SUBLEASING. If Tenant shall at any time during the term\nof this lease desire to assign this lease or sublet all or any portion of the\ndemised premises, Tenant shall give notice thereof to Owner, which notice shall\nbe accompanied by (i) a copy of the proposed assignment or sublease and a term\nsheet setting forth all of the material terms of the assignment or sublease\n(which Tenant shall certify as being agreed upon by the parties), the effective\nor commencement date of which shall be at least 30 days after the giving of such\nnotice, (ii) a statement setting forth in reasonable detail the identity of the\nproposed assignee or subtenant, the nature of its business and its proposed use\nof the demised premises, and (iii) current financial information with respect to\nthe proposed assignee or subtenant, including, without limitation, its most\nrecent financial report (if available). Tenant's notice shall be deemed an offer\nfrom Tenant to Owner whereby Owner may, at its option, terminate this lease if\nthe proposed transaction is an assignment of this lease or a sublet of all or\nsubstantially all of the demised premises (for any term), terminate this lease\nwith respect to the space to be sublet if the proposed transaction is a sublease\nof less than substantially all of the demised premises for all or substantially\nall of the remaining term of this lease, or terminate this lease with respect to\nthe space to be sublet for the term of the sublease if the proposed transaction\nis a sublease of less than substantially all of the demised premises for less\nthan substantially all of the remaining term of this lease. The options may be\nexercised by Owner by notice to Tenant at any time within 30 days after such\nnotice has been given by Tenant to Owner, and during such 30-day period Tenant\nshall not assign this lease or sublet such space to any person.\n\n          (a) If Owner exercises the option to terminate this lease pursuant to\nparagraph (a) of this Article, then this lease shall expire on the date that \nthe assignment or sublease was to be effective or\n\n\n                                 -15-\n\n\n\ncommence, as the case may be, Tenant (and all other occupants) shall vacate \nthe demised premises on or before that date, and the fixed rent and \nadditional rent shall be paid and apportioned to that date.\n\n          (b) If Owner exercises the option to terminate this lease in part\npursuant to paragraph (a) of this Article then (i) this lease shall expire \nwith respect to that part of the demised premises on the date that the \nproposed sublease was to commence, (ii) from and after that date the fixed \nrent and all additional rent shall be adjusted, based upon the proportion \nthat the rentable area of the demised premises remaining bears to the total \nrentable area of the demised premises, (iii) Tenant shall pay to Owner, upon \ndemand, the costs incurred by Owner to physically separate that part of the \ndemised premises from the balance of the demised premises and in complying \nwith any laws and requirements of any public authorities relating to the \nseparation, and (iv) if the sublease was for less than substantially all of \nthe remaining term of this lease, on the date the sublease was to expire that \nspace shall again be deemed included in the demised premises pursuant to the \nterms of this lease in its then \"AS IS\" condition.\n\n          (c) If Owner does not exercise any option pursuant to paragraph (a) of\nthis Article, provided Tenant is not then in default under this lease \nfollowing any required notice and the expiration of any applicable cure \nperiod, Owner's consent (which must be in writing and in form reasonably \nsatisfactory to Owner) to the proposed assignment or sublease shall not be \nunreasonably withheld or delayed, provided that:\n\n     (i) Tenant shall have complied with the provisions of paragraph (a) of this\nArticle, and Owner shall not have exercised any option under said paragraph (a)\nof this Article within the time permitted therefor;\n\n     (ii) In Owner's reasonable judgment the proposed assignee or subtenant is\nengaged in a business and the demised premises will be used in a manner which\n(x) is in keeping with the then standards of the building, (y) is limited to the\nuses set forth in Article 2, and (z) will not violate any negative covenant as\nto use contained in any other lease of space in the building;\n\n     (iii) The proposed assignee or subtenant is reputable, of good character\nand has sufficient financial worth considering the responsibility involved, and\nOwner has been furnished with reasonable proof thereof; and is not any of the\nfollowing: employment or travel agency (or offices therefor); government or\nquasi-government or agency or department thereof or owned in whole or in part by\na government or quasi-government or agency or department thereof (or offices\ntherefor); foreign airline; charity, not-for-profit organization or other\norganization dependent in whole or in part on charitable contributions (or\noffices therefor); or any person or entity who shall create, in Owner's\nreasonable opinion, any excessive traffic or use of the building services;\n\n     (iv) Neither (x) the proposed assignee or subtenant nor (y) any person\nwhich, directly or indirectly, controls, is controlled by, or is under common\ncontrol with, the proposed assignee or subtenant or any person who controls the\nproposed assignee or sublessee, is then an occupant of any part of the building,\nif Owner then has available, or reasonably anticipates having available within\n60 days, space in the building of approximately the same rentable square feet as\nthe proposed subleased space;\n\n     (v) The proposed assignee or subtenant is not a person with whom Owner is\nthen negotiating (or with whom Owner has within the prior 60-day period\nnegotiated) the lease of space in the building;\n\n     (vi) The sublease or assignment shall be in substantially the form\nfurnished to Owner pursuant to paragraph (a) of this Article, and shall comply\nwith the applicable provisions of this Article;\n\n     (vii) The rent and other material terms of the sublease or assignment are\nsubstantially the same as those contained in the term sheet furnished to Owner\npursuant to paragraph (a) of this Article;\n\n     (viii) Tenant shall reimburse Owner on demand for any reasonable costs that\nmay be incurred by Owner in connection with said assignment or sublease,\nincluding, without limitation, reasonable legal costs incurred in connection\nwith the granting of any requested consent, all such costs not to exceed an\naggregate of $2,500 per consent;\n\n     (ix) Any sublease shall be for a term ending not later than one day prior\nto the fixed expiration date of this lease, and shall provide that (x) it is\nsubject and subordinate to this lease and to the matters to which this lease is\nor shall be subordinate, and (y) in the event of termination, re-entry or\ndispossess by Owner under this lease, Owner may, at its option, take over all of\nthe right, title and interest of Tenant, as sublessor, under the sublease, and\nthe subtenant shall, at Owner's option, attorn to Owner pursuant to the then\nexecutory provisions of the sublease, except that Owner shall not be (1) liable\nfor any previous act or omission of Tenant under the sublease, (2) subject to\nany offset, not expressly provided in the sublease, which theretofore accrued to\n\n                                      -16-\n\n\n\n\n\nthe subtenant against Tenant, or (3) bound by any previous modification of the\nsublease or by any previous prepayment of more than one month's rent;\n\n     (x) Tenant shall not have advertised or publicized in any way the\navailability of the demised premises without prior notice to Owner, nor shall\nany advertisement or publication state the proposed rental; and\n\n     (xi) No more than three occupants (including Tenant) shall occupy any floor\nwhich is a part of the demised premises.\n\n          (d) Each assignment or subletting pursuant to this Article shall be\nsubject to all of the terms of this lease. Notwithstanding any such \nsubletting or assignment and\/or acceptance of rent or additional rent by \nOwner from any subtenant or assignee, Tenant shall remain fully liable for \n(and any assignee shall assume the obligation for) the payment of the fixed \nrent and additional rent due and to become due under this lease and for the \nperformance of all Tenant's obligations under this lease. All acts and \nomissions of any subtenant or assignee or anyone claiming under or through \nany subtenant or assignee which shall be in violation of any of the \nobligations of this lease shall be deemed to be a violation by Tenant. Tenant \nfurther agrees that notwithstanding any such subletting or assignment, no \nfurther subletting or assignment by Tenant or any person claiming through or \nunder Tenant shall be made except upon compliance with and subject to the \nprovisions of this Article (but Owner shall have the unrestricted right to \ndeny its consent or approval to any assignment or sublease by a subtenant). \nIf Owner shall decline to give its consent to any proposed assignment or \nsublease, or if Owner shall exercise an option under paragraph (a) of this \nArticle, Tenant shall indemnify, defend and hold harmless Owner against and \nfrom any and all loss, liability, damages, costs and expenses (including \nreasonable counsel fees) resulting from any claims that may be made against \nOwner by the proposed assignee or subtenant or by any brokers or other \npersons claiming a commission or similar compensation in connection with the \nproposed assignment or sublease.\n\n          (e) If Owner shall give its consent to any assignment or sublease,\nTenant shall in consideration therefor, pay to Owner, as additional rent (as \nand when paid to Tenant):\n\n     (i) in the case of an assignment, an amount equal to 50 percent of all sums\nand other consideration paid to Tenant by the assignee for or by reason of such\nassignment, less the aggregate amount of any brokerage commissions paid to an\nunrelated third party, reasonable attorneys' fees, and other reasonable costs\npaid by Tenant in connection with the assignment; and\n\n     (ii) in the case of a sublease, 50 percent of any rents, additional charges\nor other consideration paid under the sublease to Tenant by the subtenant which\nis in excess of the fixed rent and additional rent accruing during the term of\nthe sublease allocable to the subleased premises, less any brokerage commissions\npaid to an unrelated third party, reasonable attorneys fees, and other\nreasonable costs paid by Tenant in connection with the sublease.\n\n     53. CERTAIN ASSIGNMENTS AND SUBLEASES. Notwithstanding any provision of\nthis lease to the contrary, provided that (a) Tenant is not then in default\nunder this lease following the giving of any required notice and the expiration\nof the applicable cure period, (b) Tenant shall give Owner not less than 15 days\nprior notice of the assignment or sublease, enclosing with the notice the\nproposed form of all documents relating to the assignment or sublease,\nincluding, without limitation, an assignment or sublease (with an assumption by\nthe assignee), a reasonably detailed description of the assignee or subtenant\nand its principals, and reasonably detailed financial information covering the\nassignee or subtenant, (c) the business conducted in the demised premises prior\nto the assignment or sublease shall be continued in substantially the same\nmanner after the assignment or sublease (and otherwise in accordance with this\nlease, including, without limitation, this Article and Article 2), (d) there\nshall be no more than three occupants (including Tenant) on any floor, (e) the\ntransaction shall be for a business purpose and not merely for the assignment of\nthis lease, and (f) (unless the assignee is a wholly-owned subsidiary of Tenant)\nthe net worth of any assignee shall be not less than 80% of the net worth of the\nassignor (on the date of this lease or the transaction in question, whichever is\ngreater) and Tenant shall provide Owner with reasonable proof thereof, Owner's\nconsent shall not be required (and Owner shall not have the right to terminate\nthis lease, in whole or in part, pursuant to paragraph (a) of Article 52) for an\nassignment or sublease by Tenant to any entity (\"Affiliate\") controlling, under\ncommon control with or controlled by Tenant or an assignment of this lease to an\nentity (\"Successor\") succeeding to Tenant's business pursuant to a merger,\nconsolidation or sale of all or substantially all of Tenant's stock or assets.\nThe term \"control\" shall mean the direct or indirect ownership of more than 50%\nof all classes of capital stock (or other ownership interests) and the ability\nto manage the business of Tenant.\n\n     54. SALE OF STOCK, PARTNERSHIP INTERESTS OR OTHER INTERESTS. Subject to the\nprovisions of this lease, if Tenant shall be a corporation, partnership or other\nentity (the shares, partnership interests or other ownership\n\n                                      -17-\n\n\n\n\n\ninterests of which are not publicly traded), any transfer of voting stock,\npartnership interests or other interests resulting in the person or persons who\nshall have controlled the corporation, partnership or other entity immediately\nbefore the transfer ceasing to control same, except as the result of transfers\nby inheritance or a registered public offering of such interests, shall be\ndeemed to be an assignment of this lease as to which Owner's consent shall be\nrequired as provided in this lease.\n\n     55. TENANT'S WORK. Subject to the provisions of this Article, Article 3,\nall other provisions of this lease, and the rules and regulations of the\nbuilding now or hereafter in effect, Owner's consent to the performance by\nTenant of work (\"Tenant's Work\") consisting of nonstructural alterations to the\ndemised premises in accordance with Tenant's Plans (as defined below) shall not\nbe unreasonably withheld or delayed, provided that (i) Tenant is not then in\ndefault under this lease following any required notice and the expiration of any\napplicable cure period, (ii) Tenant's Work is not structural (except that Tenant\nshall have the right, subject to and in accordance with all of the provisions of\nthis lease, including, without limitation, the obligation to remove same if\nrequested by Owner, to install internal stairs between the contiguous full\nfloors constituting the demised premises), (iii) the outside appearance of the\nbuilding shall not be affected, (iv) Tenant's Work shall not affect any\nstructural part of the building (except as provided in clause (ii) of this\nparagraph (a)), (v) no part of the building outside of the demised premises\nshall be affected, (vi) the mechanical, electrical, plumbing and other service\nand utility systems of the building shall not be materially and adversely\naffected, and (vii) Tenant's Work shall comply with the applicable provisions of\nthis lease and law. Notwithstanding the foregoing, Owner's consent shall not be\nrequired for decorative work within the demised premises such as painting,\ncarpeting and wall covering, provided that the foregoing provisions of clauses\n(i) through (vii) of this paragraph are satisfied, prior notice of the work in\nreasonable detail is provided to Owner, and the work shall not require the\nfiling of plans. Any Tenant's Work which is required to be performed by Tenant\npursuant to any provision of this lease which is structural or which affects any\nmechanical, electrical, plumbing or other service or utility system of the\nbuilding shall be performed in accordance with this Article and all other\napplicable provisions of this lease, or may, at Owner's option, be performed by\nOwner at Tenant's expense (in which event, Tenant shall pay Owner in\ninstallments, in advances, as the work progresses).\n\n          (a) Prior to the commencement of any Tenant's Work requiring Owner's\nconsent, Tenant shall submit to Owner for its approval five sets of complete \nplans, drawings and specifications, suitable for filing if filing is required \n(\"Tenant's Plans\"), including, without limitation, all mechanical, \nelectrical, air conditioning and other utility systems and facilities, for \nTenant's Work, prepared by an architect and\/or engineer duly licensed in the \nState of New York. Within 10 days following Owner's receipt of Tenant's \nPlans, Owner shall review or cause the same to be reviewed and shall \nthereupon return to Tenant four sets of Tenant's Plans with Owner's approval \n(which shall not be unreasonably withheld or delayed) or disapproval noted \nthereon, and if same shall be disapproved in any respect Owner shall state in \nreasonable detail the reasons for such disapproval. If Owner shall not \napprove Tenant's Plans, Tenant shall, within 10 days of receipt thereof, \ncause its architect or engineer to make such changes to Tenant's Plans as \nOwner shall require and shall thereupon resubmit the same to Owner for its \napproval. To the extent required pursuant to any mortgage affecting the \nbuilding, Tenant's Plans shall also be subject to the prior approval of the \nholder of such mortgage. Following the approval of Tenant's Plans, the same \nshall be final and shall not be materially changed by Tenant without the \nprior approval of Owner, which shall not unreasonably be withheld or delayed \n(and such mortgagee, if required), except as may be required by law. Tenant \nshall give prior notice to Owner of any changes required by law and shall \nfurnish Owner (and such mortgagee, if required) with copies of all such \nrequired changes in Tenant's Plans. Owner's approval of Tenant's Plans or of \nany revisions shall not constitute an opinion or agreement by Owner that the \nsame are structurally sufficient or the Tenant's Plans are in compliance with \nlaw, nor shall such approval impose any present or future liability on Owner \nor waive any of Owner's rights under this lease. Owner's approval of Tenant's \nPlans shall be conditioned upon Tenant employing licensed persons and firms \nand labor for the performance of Tenant's Work so as not to cause any \njurisdictional or other labor disputes in the building. In any event, all \ncontractors Tenant proposes to employ shall be subject to Owner's prior \napproval, which will not be unreasonably withheld or delayed. Such approval \nshall be requested by Tenant prior to the commencement of any Tenant's Work.\n\n          (b) Promptly following Owner's approval of Tenant's Plans (if such\napproval is required pursuant to this Article), Tenant shall secure or cause \nto be secured, at Tenant's expense, all necessary approvals of Tenant's Plans \nfrom all governmental authorities having jurisdiction and all permits and \nlicenses necessary to perform Tenant's Work. Prior to the commencement of any \nTenant's Work, Tenant shall furnish Owner with (i) copies of Tenant's Plans \nas approved by such governmental authorities and copies of such permits and \nlicenses, and (ii) if required by a mortgagee of the building, security \nreasonably acceptable to said mortgagee to secure the performance by Tenant \nof all of its obligations relating to the performance of and payment for \nTenant's Work.\n\n          (c) Following compliance by Tenant with its obligations under the\nforegoing provisions of this Article, Tenant shall promptly commence or cause \nto be commenced Tenant's Work and shall\n\n                                      -18-\n\n\n\n\n\ncomplete or cause the same to be completed with reasonable diligence, in a \nfirst-class, workmanlike manner in accordance with the approved Tenant's \nPlans, all licenses and permits, this lease, all applicable laws, ordinances \nand regulations of all governmental and insurance authorities and all \napplicable requirements of the Board of Fire Underwriters. All of Tenant's \nWork shall be performed in a manner so as to minimize inconvenience or \ndisturbance to other tenants or contractors in the building. Any heavy \ndemolition work, core drilling or other slab penetrations to be performed by \nTenant as part of Tenant's Work shall be performed on business days before \n8:00 A.M. or after 6:00 P.M. Tenant shall cause all construction work to be \nperformed in a reasonable manner and shall comply with Owner's work \nregulations for the building (including, without limitation, the payment of \ncharges for services and the review of Tenant's Plans).\n\n          (d) Tenant shall pay its contractors, laborers, subcontractors,\nmaterialmen and suppliers in accordance with their respective agreements with \nTenant, shall not cause or suffer any liens, mortgages, chattel liens, or \nother title retention or security agreements to be placed on the demised \npremises, any leasehold improvements therein or the building. Nothing \ncontained in this Article or elsewhere in this lease shall be construed in \nany way as constituting any consent or authorization to Tenant to subject the \nland or the building or any part of the land or the building or any leasehold \nimprovements or other personal property of Owner or the interest or estate of \nOwner or of the lessor under any underlying lease to any lien or charge in \nrespect of Tenant's Work. All contracts or agreements made by Tenant with any \nthird party for the furnishing of any labor or materials in connection with \nTenant's Work (or any other work or alterations by Tenant) shall expressly \nprovide that the contractor or materialman shall look solely to Tenant for \nthe payment of any labor or materials furnished to the demised premises \npursuant to such contract or agreement and that neither Owner nor the lessor \nunder any underlying lease shall have any responsibility or liability for the \npayment thereof.\n\n          (e) Promptly following the completion of Tenant's Work, Tenant shall\n(i) obtain and submit to Owner copies of all final governmental and fire \nunderwriters' approvals or certificates evidencing the completion thereof in \ncompliance with all governmental and fire underwriters' requirements, and \n(ii) deliver to Owner the general contractor's affidavit to the effect that \n(x) all work and materials have been completed and\/or installed in accordance \nwith Tenant's Plans, or such changes thereto which Owner may have previously \napproved, and (y) all laborers, materialmen and subcontractors employed by \nthe general contractor have been paid in full, which affidavit shall be \naccompanied by lien releases from all such parties performing work costing \n$25,000 or more and\/or such other data reasonably establishing payment or \nsatisfaction of all other obligations in respect of Tenant's Work.\n\n          (f) Nothing contained in this Article shall limit the provisions of\nArticle 3 or any other provisions of this lease, except as specifically set \nforth in this Article. The provisions of this Article are in addition to the \nprovisions contained in Article 3 and elsewhere in this lease.\n\n          (g) Notwithstanding the provisions of Article 3, Tenant shall not be\nrequired to remove from the demised premises (i) normal office installations, \nother than bathrooms, kitchens, raised flooring, stairs and other \ninstallations the removal of which involves a material cost, (ii) any \ninstallations in the demised premises existing on the date of this lease or \n(iii) any installation which Owner, in Owner's written consent to any \nTenant's Work, expressly agrees need not be removed, in response to Tenant's \nspecific written request.\n\n     56. NONDISTURBANCE AGREEMENTS. Notwithstanding any provision of this lease\nto the contrary, (a) if Owner shall not obtain from the present mortgagee a\nnondisturbance agreement in favor of Tenant in form and substance acceptable to\nthe present mortgagee within 180 days following the date of this lease, Tenant\nshall have the right, by notice to Owner within five days following the end of\nthat 180-day period (time being of the essence), to cancel this lease, in which\nevent this lease shall be cancelled without further obligation or liability of\neither Owner or Tenant to the other and the Existing Leases shall remain in full\nforce and effect according to their respective terms (otherwise, this lease\nshall continue in full force and effect according to its terms), and (b)\nnotwithstanding the provisions of this Article, Owner shall obtain from any\nfuture mortgagee or overlandlord a nondisturbance agreement in favor of Tenant\nin form and substance acceptable to the mortgagee or overlandlord in question.\nOwner represents to Tenant that on the date of this lease there is no overlease\nand the only mortgage is held by Apple Bank for Savings.\n\n     57. INSURANCE. Tenant, at its expense, shall maintain at all times during\nthe term of this lease and at all times when Tenant is in possession of the\ndemised premises (and cause its subtenants or any other occupant of any portion\nof the demised premises by, through or under Tenant to maintain) (i) public\nliability insurance in respect of the demised premises and the conduct or\noperation of Tenant's business therein, with Owner and Owner's managing agent,\nif any, as additional insureds, with a combined single limit (annually and per\noccurrence) of not less than $5,000,000 (with a deductable not exceeding\n$500,000) and (ii) insurance (with a deductible not exceeding $500,000) covering\nall of Tenant's property, including, without limitation, Tenant's furniture,\nfixtures, machinery, equipment and other personal property and any property of\nthird parties located in\n\n                                      -19-\n\n\n\n\n\nthe demised premises (\"Tenant's Property\") against all risks and perils for\nphysical loss and damage, including, without limitation, additional expense\ncoverage, in an amount equal to the full replacement value of Tenant's Property\n(as increased from time to time), the policy for which shall, if obtainable (and\nsubject to the payment of any additional premium by Owner as provided in Article\n9), contain a clause providing that the release or waiver referred to in Article\n9 shall not invalidate the insurance.\n\n          (a) Tenant shall deliver to Owner such policies or certificates of\nsuch policies (in form reasonably acceptable to Owner) prior to the \ncommencement of the term of this lease (and with respect to any insurance \nrequired by Owner pursuant to Article 3, prior to the commencement of any \nalteration). Tenant shall procure and pay for renewals of such insurance from \ntime to time before the expiration thereof, and Tenant shall deliver to Owner \nand any additional insureds such renewal policy or certificate at least 30 \ndays before the expiration of any existing policy. All such policies (and all \ninsurance required by Owner pursuant to Article 3) shall name as additional \ninsureds Owner, Owner's managing agent and Owner's mortgagees, if required by \nsaid mortgagees, shall be issued by companies reasonably satisfactory to \nOwner and all such policies shall contain a provision whereby the same cannot \nbe canceled or modified unless Owner and any additional insureds are given at \nleast 30 days' prior written notice of such cancellation or modification, \nincluding, without limitation, any cancellation resulting from the \nnon-payment of premiums. Owner shall have the right at any time and from time \nto time, but not more frequently than once every two years, to require Tenant \nto increase the amount of the insurance maintained by Tenant under this \nArticle, as reasonably determined by Owner, provided that such amount shall \nnot exceed the amount which is comparable to the amount then generally \nrequired of tenants in similar space in similar buildings in the general \nvicinity of the building.\n\n          (b) Owner, at its expense, shall maintain insurance covering the\nbuilding against loss or damage by fire and such other risks as Owner shall \ndetermine, in such amounts, with such companies and with such deductibles as \nOwner shall determine. The policy shall, if obtainable (and subject to the \npayment of any additional premium by Tenant as provided in Article 9), \ncontain a clause providing that the release or waiver referred to in Article \n9 shall not invalidate the insurance.\n\n          (c) Any reference in this lease to Tenant's contractors shall include,\nwithout limitation, all contractors, subcontractors, materialmen and others \nperforming any work in the demised premises for Tenant (other than Tenant's \nemployees), whether retained directly by Tenant or by any contractor.\n\n     58. NOTICES. (a) All notices and other communications under this lease\n(other than invoices for fixed rent or additional rent) must be in writing and\nshall be deemed to have been properly given if delivered by hand or sent by (i)\nregistered or certified mail, postage prepaid, return receipt requested, (ii)\nreputable overnight delivery service, or (iii) telecopy, as follows: if to\nOwner: c\/o Jack Anfang, 139 Haddon Road, New Hyde Park, New York 11040 (fax:\nnone), and c\/o Patricia Bauman, The Bauman Foundation, Jewett House, 2040 S\nStreet, N.W. Washington, D.C. 20009-1110 (fax: 212-328-2003), with a copy in the\nsame manner to: Graubard Mollen &amp; Miller, 600 Third Avenue, New York, New York\n10016-2097, attention: Lester Henner, Esq. (fax: 212-818-8881) and Morgan, Lewis\n&amp; Bockius LLP, 101 Park Avenue, New York, New York, 10178, attention: Mitchell\nN. Baron, Esq. (fax: 212-309-6273); and if to Tenant: 516 West 34th Street, New\nYork, New York 10001, attention: General Counsel (fax: 212-629-2398), with a\ncopy in the same manner to: Sara Lee Corporation, Three First National Plaza, 70\nWest Madison, Chicago, Illinois 60602, attention: General Counsel (fax:\n312-558-8687) and Phillips, Lytle, Hitchcock, Blaine &amp; Huber LLP, 437 Madison\nAvenue, 34th floor, New York, New York 10022, attention: Kenneth R. Crystal,\nEsq. (fax: 212-308-9079).\n\n          (b) Any party may, by notice given in accordance with this Article,\ndesignate different addresses and recipients for notices and other \ncommunications. Notices and other communications shall be deemed given on the \ndate the same is received as evidenced by a receipt or an acknowledgment of \nreceipt (and the failure of a party to accept a communication shall be deemed \nreceipt).\n\n     59. ESTOPPEL CERTIFICATES. Owner and Tenant shall, at any time and from\ntime to time, as requested by the other, upon not less than 10 days' prior\nnotice, execute and deliver to the other or any other party designated by it, a\nstatement certifying: (a) that this lease is unmodified and in full force and\neffect (or if there have been modifications, that the same is in full force and\neffect as modified and stating the modifications); (b) the dates to which the\nrent and additional rent have been paid; (c) whether or not, to the best of its\nknowledge, the other is in default in the performance of any of its obligations\nunder this lease, and, if so, specifying each such default of which it shall\nhave knowledge; (d) whether or not, to the best of its knowledge, any event has\noccurred which with the giving of notice or the passage of time, or both, would\nconstitute such a default and, if so, specifying each such event; and (e) any\nother matter relating to this lease reasonably requested by that party. Any such\nstatement delivered pursuant to this Article shall be deemed a representation to\nbe relied upon by the requesting party and by others with whom it may be dealing\nand who are disclosed to the certifying party, regardless of independent\n\n                                      -20-\n\n\n\n\n\ninvestigation. Notwithstanding the foregoing, Tenant shall not request a\nstatement under this Article more often than once in each calendar year.\n\n     60. BROKER. Tenant shall indemnify, defend and hold harmless Owner, Newmark\n&amp; Company Real Estate, Inc. (\"Owner's Broker\"), as Owner's broker, George\nComfort &amp; Sons, Inc. (\"Owner's Managing Agent\"), as Owner's Managing Agent, and\nJudd S. Meltzer Co. Inc. and Landauer Realty Group, Inc. (collectively, \"Owner's\nConsultants\"), as Owner's consultants, against and from any claims for any\nbrokerage commissions or other compensation which are made by any broker,\nconsultant or other person (excluding Owner's Broker, Owner's Managing Agent and\nOwner's Consultants) claiming to have dealt with Tenant (or claiming to have\ndealt with Tenant, and any or all of Owner, Owner's Broker, Owner's Managing\nAgent or Owner's Consultants) in connection with this lease, and all costs,\nexpenses and liabilities in connection therewith, including, without limitation,\nattorneys' fees and expenses. Owner shall indemnify, defend and hold harmless\nTenant against and from any claims for any brokerage commissions or other\ncompensation which are made by any broker, consultant or other person\n(including, without limitation, Owner's Broker, Owner's Managing Agent and\nOwner's Consultants, but excluding any broker, consultant or other person\ncovered by Tenant's indemnity) claiming to have dealt only with Owner, Owner's\nBroker, Owner's Managing Agent or Owner's Consultants in connection with this\nlease, and all costs, expenses and liabilities in connection therewith,\nincluding, without limitation, attorneys' fees and expenses.\n\n     61. NO OWNER LIABILITY. Owner, its partners, members, officers, directors\nand principals, disclosed or undisclosed, shall have no personal liability under\nthis lease. Tenant shall look only to Owner's interest in the land and the\nbuilding for the satisfaction of Tenant's remedies for the collection of a\njudgment (or other judicial process) requiring the payment of money by Owner in\nthe event of any default by Owner under this lease, and no other property or\nassets of Owner or its partners, members, officers, directors or principals,\ndisclosed or undisclosed, shall be subject to lien, levy, execution or other\nenforcement procedure for the satisfaction of Tenant's remedies under or with\nrespect to this lease, the relationship of Owner and Tenant under this lease or\nTenant's use or occupancy of the demised premises. If Tenant shall acquire a\nlien on such other property or assets by judgment or otherwise, Tenant shall\npromptly release such lien by executing and delivering to Owner any instrument,\nprepared by Owner, required for such lien to be released.\n\n     62. DEFAULTS.\n\n          (a) As used in this lease, the term \"default\" shall mean a default\nunder this lease following any required notice and the expiration of the \napplicable grace period.\n\n          (b) If Tenant is in arrears in the payment of rent or additional rent,\nTenant waives Tenant's right, if any, to designate the items against which \nany payments made by Tenant are to be credited, and Tenant agrees that Owner \nmay apply any payments made by Tenant to any items Owner sees fit, \nirrespective of and notwithstanding any designation or request by Tenant as \nto the items against which any such payments shall be credited.\n\n          (c) In addition to any other remedies Owner may have under this lease,\nTenant shall pay to Owner interest at the lower of (i) 3% per annum above the \nPrime Rate published in the Wall Street Journal (or, if no longer published, \nthen Owner shall substitute a similar rate) or (ii) the highest rate \npermitted by law, on any rent or additional rent paid more than ten days \nafter the same is due, which interest shall be paid for the period commencing \non the date such rent or additional rent was first due and ending on the date \nthe same is paid.\n\n          (d) If the demised premises are not surrendered and vacated as and at\nthe time required by this lease (time being of the essence), Tenant shall be \nliable to Owner for (i) all losses, costs, liabilities and damages which \nOwner may incur by reason thereof, including, without limitation, reasonable \nattorneys' fees, and Tenant shall indemnify, defend and hold harmless Owner \nagainst all claims made by any succeeding tenants against Owner or otherwise \narising out of or resulting from the failure of Tenant timely to surrender \nand vacate the demised premises in accordance with the provisions of this \nlease, and (ii) per diem use and occupancy in respect of the demised premises \nequal to two times the fixed rent and additional rent payable under this \nlease for the last year of the term of this lease (which amount Owner and \nTenant presently agree is the minimum to which Owner would be entitled, is \npresently contemplated by them as being fair and reasonable under such \ncircumstances and is not a penalty). In no event, however, shall this \nparagraph be construed as permitting Tenant to hold over in possession of the \ndemised premises after the expiration or termination of the term of this \nlease. Notwithstanding any provision of this paragraph to the contrary, if \nOwner and Tenant are actively engaged in bona fide negotia tions with regard \nto an extension of this lease after the date which is 180 days prior to the \nexpiration date of the term of this lease, then the provisions of this \nparagraph shall not apply for a period of 180 days following the date either\n\n                                      -21-\n\n\n\n\nOwner or Tenant gives notice to the other that such negotiations have been \nterminated. Nothing herein shall obligate Owner or Tenant to negotiate for an \nextension of this lease.\n\n          (e) The losing party shall promptly reimburse the prevailing party for\nany attorneys' fees and court costs incurred by the prevailing party in \nconnection with any action, proceeding or dispute under this lease between \nOwner and Tenant.\n\n     63. OWNER'S CONSENT. If Tenant shall request Owner's approval or consent\nand Owner shall fail or refuse to give such consent or approval, Tenant shall\nnot be entitled to any damages for any withholding or delay of such approval or\nconsent by Owner, it being intended that Tenant's sole remedy shall be an action\nfor injunction or specific performance.\n\n          (b) If (i) Tenant shall request Owner's consent or approval in\nconnection with any matter under this lease, (ii) Owner denies its consent or \napproval, and (iii) within 30 days following Owner's denial of consent or \napproval Tenant shall give notice to Owner that Owner's denial was \nunreasonable (which notice shall set forth the respects in which such denial \nwas unreasonable), then either party may apply to the New York office of the \nAmerican Arbitration Association to appoint an individual to determine \nwhether Owner unreasonably withheld Owner's consent or approval. The \nindividual must be a person who has experience in commercial real estate in \nNew York for at least the past 15 years. The application shall request that \nsuch decision be made within 30 days. If the American Arbitration Association \nor the appointed individual fails or refuses to act within the required time \nperiod, either party may apply to the President of the Real Estate Board of \nNew York, Inc. for such determination. To the extent the same are relevant to \nthe decision of such individual, the provisions of this lease shall apply. If \nsuch individual determines that Owner unreasonably denied its consent or \napproval, then Owner shall be deemed to have given its consent or approval \nbut Owner shall not be liable or responsible for, and such individual shall \nnot award, any costs, expenses, damages or losses whatsoever in connection \nwith or arising out of Owner's denial of consent or approval. The \ndetermination of such individual shall be binding and conclusive on Owner and \nTenant. All fees, cost and expenses of the foregoing shall be paid by the \nparties equally, but each party shall be responsible for its own attorney's \nand witness fees.\n\n          (c) In any instance under this lease when Owner's consent or approval\nis required, Owner shall (i) not unreasonably withhold, delay or condition \nOwner's consent or approval, subject, however, to the terms of this lease, \nand (ii) respond to Tenant within 10 business days (unless a different time \nperiod is set forth in this lease) and, if Owner fails to respond within that \ntime period, Owner shall be deemed to have given Owner's consent or approval.\n\n     64. CERTAIN RESTRICTIONS. In addition to any other restrictions set forth\nin this lease, except as otherwise provided in this lease, Tenant shall not (a)\nuse any other area outside the demised premises within or adjacent to the\nbuilding for the sale or display of any merchandise, for solicitations or\ndemonstrations or for any other business, occupation, undertaking or activity\n(subject to Tenant's rights with respect to signs and the roof as expressly set\nforth in this lease), (b) store any trash or garbage in any area other than\ninside the demised premises (and Tenant shall, at Tenant's sole cost and\nexpense, attend to the daily disposal of trash), (c) suffer, permit or commit\nany waste or any nuisance or other act or thing in the demised premises which\nmay disturb any other tenant or occupant in the building or permit any activity\nwithin or from the demised premises which, in Owner's reasonable judgment, is\nobscene, pornographic or lewd, (d) permit music or any other sounds in the\ndemised premises to be heard outside of the demised premises, (e) use or permit\nor suffer the use of any machines or equipment in the demised premises which\ncause vibration or noise that may be transmitted to or heard outside of the\ndemised premises, (f) permit odors or fumes beyond the demised premises, (g) to\nthe extent possible, permit its customers or delivery men to loiter immediately\noutside the demised premises or the building, (h) except as specifically set\nforth in this lease, place or install, or permit or suffer to be placed or\ninstalled, on the glass of any window or door of the demised premises, any sign,\ndecoration, lettering, advertising matter, display (which can be seen from\noutside the demised premises), shade or blind or other thing of any kind, (i)\npark trucks or other delivery vehicles so as to interfere with the use of any\ndriveways, walks or entrances, (j) place or install, or permit or suffer to be\nplaced, installed or maintained, any awning, canopy, banner, flag, pennant,\naerial, or the like upon or outside the demised premises or the building, (k)\nuse any portion of the demised premises for the conduct of any public auction,\ngathering, meeting or exhibition, the rendering of any health or related\nservices, the conduct of a school, the conduct of any business which results in\nthe presence of the general public in the demised premises, or in any other\nmanner which, in Owner's reasonable opinion, creates excessive traffic or use of\nthe building services, (l) grant or create, or permit to be created, any\nsecurity interest in or lien upon any fixtures, installed or placed in the\ndemised premises by Tenant or Owner which may remain in the demised premiss upon\nthe expiration of this lease, or (m) cause or permit, as the result of any\nintentional act or omission on the part of Tenant, its agents, employees,\ntenants, subtenants or other occupants of the demised premises to release\nHazardous Substances (as defined in this Article) in or from any portion of the\ndemised premises in violation of any Environmental Laws. Tenant shall indemnify,\ndefend and hold harmless Owner, and its successors, assigns,\n\n                                      -22-\n\n\n\n\nand each of their partners, employees, agents, officers and directors from and\nagainst any claims, demands, penalties, fines, liabilities, settlements,\ndamages, losses, costs or expenses of whatever kind or nature, known or unknown,\ncontingent or otherwise, including, without limitation, reasonable attorneys'\nand consultants' fees and disbursements and investigation and laboratory fees\narising out of: (i) the presence, disposal, release or threat of release of any\nHazardous Substance as a result of any act or omission of Tenant, its agents,\nemployees, tenants, subtenants, invitees or other occupants of the demised\npremises, in or from or affecting the demised premises; (ii) any personal injury\n(including wrongful death) or property damage (real or personal) arising out of\nany such Hazardous Substance; (iii) any lawsuit brought, settlement reached or\ngovernment order relating to such Hazardous Substance; and (iv) any violations\nof laws, orders, regulations, requirements or demands or governmental\nauthorities by Tenant. \"Hazardous Substance\" shall mean \"solid waste\" or\n\"hazardous waste\", \"hazardous material\", \"hazardous substance\", and \"petroleum\nproduct\" as defined in the Resource Conservation and Recovery Act, the\nComprehensive Environmental Response, Compensation and Liability Act, the\nHazardous Material Transportation Act, the Federal Water Pollution Control Act\nand the Superfund Amendments and Reauthorization Act of 1986, any laws relating\nto underground storage tanks, and any similar or successor federal law, state\nlaw or local statutes and ordinances and any rules, regulations and policies\npromulgated thereunder, as any of such federal, state and local statutes,\nordinances and regulations may be amended from time to time (collectively,\n\"Environmental Laws\").\n\n     65. FIRE OR OTHER CASUALTY. Notwithstanding any provision of Article 9 to\nthe contrary, subject to Owner's right to terminate this lease as provided in\nArticle 9, if more than 50 percent of the demised premises shall be rendered\nuntenantable by fire or other casualty and (a) Tenant is not then in default\nunder this lease following any required notice and the expiration of the\napplicable cure period and (b) Tenant has not caused the fire or other casualty,\nOwner shall, within 30 days following the fire or other casualty, obtain and\ndeliver to Tenant an estimate from Owner's architect, engineer or contractor of\nthe time required to substantially complete the restoration of the demised\npremises. If the estimate shall be 270 days or more following the fire or other\ncasualty, Tenant shall have the right to terminate this lease by notice to Owner\nwithin 30 days following Tenant's receipt of the estimate (time being of the\nessence), in which event this lease shall terminate effective the date which is\n60 days following the date of Owner's delivery of such estimate, Tenant shall\npay the fixed rent and additional rent to the date of termination (or the date\nof the fire or other casualty for that portion of the demised premises which is\nuntenantable), and this lease shall expire as if that date were the date set\nforth in this lease for the expiration of the term. If this lease shall not be\nterminated as provided in this Article, or if the estimate is less than 270\ndays, and for any reason the restoration is not substantially completed within\n365 days following the fire or other casualty, Tenant shall have the right, by\nnotice to Owner within 10 days following the end of that 365-day period (time\nbeing of the essence), to terminate this lease effective the date which is 60\ndays following the date of Tenant's notice, in which event Tenant shall pay the\nfixed rent and additional rent to the date of termination (or the date of the\nfire or other casualty for that part of the demised premises which is\nuntenantable), and this lease shall expire as if that date were the date set\nforth in this lease for the expiration of the term.\n\n     66. RENT CONTROL. If the fixed rent or any additional rent shall be or\nbecome uncollectible by virtue of any law, governmental order or regulation, or\ndirection of any public officer or body pursuant to law, Tenant shall enter into\nsuch agreement or agreements and take such other action as Owner may reasonably\nrequest, as may be legally permissible, to permit Owner to collect the maximum\nfixed rent and additional rent which may from time to time during the\ncontinuance of such rent restriction be legally permissible, but not in excess\nof the amounts of fixed rent and additional rent payable under this lease. Upon\nthe termination of such rent restriction prior to the expiration of the term of\nthis lease (a) the fixed rent and additional rent, after such termination, shall\nbecome payable under this lease in the amount of the fixed rent and additional\nrent set forth and (b) Tenant shall pay to Owner, if legally permissible, an\namount equal to (i) the fixed rent and additional rent which would have been\npaid pursuant to this lease, but for such rent restriction, less (ii) the fixed\nrent and additional rent paid by Tenant to Owner during the period that such\nrent restriction was in effect.\n\n     67. AIR CONDITIONING. Notwithstanding any provision of this lease to the\ncontrary, Owner shall have no obligation to furnish to Tenant or the demised\npremises any air conditioning. Any air-conditioning unit and equipment located\nin the demised premises on the date the term of this lease shall commence may be\nutilized by Tenant; provided that Owner shall have no obligation with respect\nthereto and that Tenant shall accept the same in its \"AS IS\" condition. Tenant\nshall, at its sole cost and expense (a) maintain and promptly make all repairs,\nstructural or otherwise, ordinary and extraordinary, to all components of the\nair-conditioning system within the demised premises, (b) maintain, and prior to\nthe commencement of the term of the lease deliver to Owner, a full service\ncontract covering the air conditioning system with a company reasonably\nacceptable to Owner and (c) pay all permit fees and other costs associated with\nany air-conditioning units in the demised premises. Tenant shall not be released\nor excused from the performance of any of its obligations under this lease for\nany failure or for interruption or curtailment of any air conditioning, for any\nreason whatsoever, and no such failure, interruption or curtailment shall\nconstitute a constructive or partial eviction.\n\n                                      -23-\n\n\n\n\n     68. MANAGING AGENT. Any bill, statement, notice or communication given by\nOwner to Tenant in accordance with this lease may be signed and delivered by the\nmanaging agent of the building with the same force and effect as if signed and\ndelivered by Owner. Until Owner shall give notice to Tenant of a change, the\nmanaging agent of the building shall be George Comfort &amp; Sons, Inc..\n\n     69. SURVIVAL. Any obligation of Owner or Tenant which by its nature or\nunder the circumstances can only be, or by the provisions of this lease may be,\nperformed after the expiration or earlier termination of this lease, and any\nliability for a payment which shall have accrued to or with respect to any\nperiod ending at the time of such expiration or termination, unless expressly\notherwise provided in this lease, shall survive the expiration or earlier\ntermination of this lease. No delay by Owner in rendering any bill or statement\nshall be deemed a waiver or release of Tenant's obligation to make the payment\nreflected on that bill or statement.\n\n     70. INTERPRETATION. Irrespective of the place of execution or performance,\nthis lease shall be governed by and construed in accordance with the law of the\nState of New York. If any provision of this lease or the application thereof to\nany person or circumstance shall, for any reason and to any extent, be invalid\nor unenforceable, the remainder of this lease and the application of that\nprovision to other persons or circumstances shall not be affected but rather\nshall be enforced to the extent permitted by law. This lease shall be construed\nwithout regard to any presumption or other rule requiring construction against\nthe party causing this lease to be drafted. Each covenant, agreement, obligation\nor other provision of this lease on Tenant's part to be performed, shall be\ndeemed and construed as a separate and independent covenant of Tenant, not\ndependent on any other provision of this lease. All terms and words used in this\nlease, regardless of the number or gender in which they are used, shall be\ndeemed to include any other number and any other gender as the context may\nrequire. If Tenant consists of two or more persons or entities, the obligations\nand liabilities of Tenant shall be joint and several.\n\n     71. EXECUTION OF LEASE. Notwithstanding any provision of this lease, or any\nlaw or rule, to the contrary, or the execution of this lease by Tenant, this\nlease shall not bind Owner, nor shall Tenant be permitted the benefits of this\nlease, unless and until one or more counterparts of this lease are executed by\nOwner and delivered to Tenant.\n\n     72. AMERICANS WITH DISABILITIES ACT. Notwithstanding any provision of this\nlease to the contrary, Tenant shall, at its expense, subject to all of the\nprovisions of this lease, comply with all aspects of the Americans with\nDisabilities Act, as now or hereafter constituted (the \"ADA\"), with respect to\nthe demised premises, whether or not such compliance is required as the result\nof Tenant's business, Tenant's Work, Tenant's use or manner of use of the\ndemised premises or the building (including the use permitted under this lease),\nor Tenant's method of operation or whether or not such compliance requires\nstructural changes to the demised premises. If Tenant's business, Tenant's Work,\nTenant's use or manner of use or Tenant's method of operation requires changes\nto any portion of the building or areas adjacent to the building in order to\ncomply with the ADA, Tenant shall either (i) discontinue such business, Tenant's\nWork, use or method of operation or (ii) authorize Owner to perform same, at\nTenant's expense. Except as set forth in the prior sentence, if any area of the\nbuilding outside the demised premises must comply with the ADA, Owner shall\ncomply with same at Owner's expense (subject to Owner's right to contest the\nneed for such compliance). Owner shall comply with the ADA in connection with\nOwner's Work (but not to the extent compliance is required in connection with\nthe demised premises, which compliance shall be performed by Tenant, at Tenant's\nexpense, in accordance with this lease).\n\n     73. CONFIDENTIALITY. Tenant shall hold in confidence and shall not disclose\nto third parties, and shall cause its officers, directors, employees,\nrepresentatives, brokers, attorneys and advisers to hold in confidence and not\ndisclose to third parties, the terms of this lease, except to the extent same\n(a) must be disclosed by order of any court or regulatory agency, or by law,\nincluding, without limitation, in connection with a public offering of\nsecurities, (b) is publicly known or becomes publicly known other than through\nthe acts of Tenant, or any of its officers, directors, employees,\nrepresentatives, brokers, attorneys or advisers, or (c) must be disclosed by\nTenant in connection with any financing or sale, any subletting of the demised\npremises, or any assignment of this lease.\n\n     74. MINIMIZE INTERFERENCE. Owner shall exercise Owner's rights under\nArticles 13 and 20 in a manner which shall minimize interference with the\nconduct of Tenant's business in the demised premises, but Owner shall not be\nrequired to incur overtime labor charges or any other substantial changes. Upon\nthe completion of any work by Owner pursuant to said Articles, the usable area\nof any floor of the demised premises shall not have been reduced as a result of\nthat work (other than by a diminimis amount) and Owner shall restore the\nportions of the demised premises affected by the work to their condition\nimmediately prior to the performance of the work.\n\n                                      -24-\n\n\n\n\n\n     75. JURISDICTION. All suits, actions or proceedings arising out of or\nrelating to this lease shall be adjudicated in the state courts of the State of\nNew York, or the federal courts, sitting in New York County (collectively, \"New\nYork Courts\"). Owner and Tenant irrevocably consent to the personal and subject\nmatter jurisdiction of the New York Courts in any suit, action or proceeding\narising out of or relating to this lease. This consent to jurisdiction shall be\nself-operative and no further instrument or action, other than service of\nprocess in any manner permitted by law or this Article, shall be necessary in\norder to confer jurisdiction upon the person of Owner and Tenant and the subject\nmatter in question in any New York Court. Tenant hereby appoints and authorizes\nits council, Phillips, Lytle, Hitchcock, Blaine &amp; Huber LLP, at its office in\nthe City of New York, or its then counsel, to accept service of process on its\nbehalf, under this lease. Owner hereby appoints and authorizes either of its\ncounsel, Morgan, Lewis &amp; Bockius LLP, at its office in the City of New York or\nGraubard Mollen &amp; Miller, at its office in the City of New York, or any of their\nthen counsel, to accept service of process on their behalf, under this lease.\n\n          (a) Owner and Tenant irrevocably waive and agree not to assert, by way\nof motion, as a defense or otherwise, any objection which it may now or \nhereafter have to the laying of the venue of any suit, action or proceeding \narising out of or relating to this lease brought in any New York Court, any \nclaim that any suit, action or proceeding arising out of or relating to this \nlease brought in any New York Court has been brought in an inconvenient \nforum, or any claim that Owner or Tenant is not personally subject to the \njurisdiction of that court. The judgment of any New York Court in any suit, \naction or proceeding arising out of or relating to this lease may be \nenforced, and execution on any such judgment may be had, in any New York \nCourt.\n\n          (b) Service in any suit, action or proceeding arising out of or\nrelating to this lease may be made by delivery of the summons and complaint, \nor the petition and notice of petition by certified or registered mail, \nreturn receipt requested, sent to Tenant at the demised premises in \ncompliance with Article 58.\n\n     76. DUE AUTHORIZATION. (a) If Tenant is a corporation, the person executing\nthis lease on behalf of Tenant hereby represents and warrants that Tenant is a\nduly incorporated or duly qualified (if foreign) corporation and is authorized\nto do business in the State of New York (a copy of evidence thereof to be\nsupplied to Owner upon request); and that the person executing this lease on\nbehalf of Tenant is an officer of Tenant and that he or she is duly authorized\nto execute and deliver this lease to Owner (a copy of a resolution to that\neffect to be supplied to Owner upon request).\n\n          (b) Owner hereby represents and warrants to Tenant that the party\nexecuting this lease on behalf of Owner is duly authorized to execute and \ndeliver this lease to Tenant.\n\n     77. REPAIRS AND MAINTENANCE BY OWNER. Owner shall perform all maintenance\nand repair work required to be performed by Owner pursuant to this lease with\ndue diligence and in a workmanlike manner. Notwithstanding Tenant's obligations\nto give Owner prompt notice of any defective condition in the demised premises\nfor which Owner may be responsible, Tenant's failure to do so shall not relieve\nOwner of its obligations to remedy the defect. Tenant shall not be required to\nmake any repairs (whether structural or non-structural) to the extent the same\nare necessitated by the act, omission or negligence of Owner, or its agents or\nemployees.\n\n     78. ESSENTIAL SERVICES. (a) Notwithstanding any provision of this lease to\nthe contrary, if Owner shall fail to provide any Essential Service (as defined\nin this Article) for a period of 10 consecutive business days and, as a result\nthereof, Tenant is unable to use all or substantially all of the demised\npremises for the conduct of business, then the fixed rent shall abate as of the\ncommencement of such 10-day period through the day preceding the day on which\nthe service is substantially restored. If such failure and inability shall\ncontinue for 90 consecutive days, Tenant shall have the right, until the service\nis substantially restored, to terminate this lease by notice to Owner (in which\nevent this lease shall terminate without obligation or liability of Owner to\nTenant as a result thereof). Notwithstanding the foregoing, if the failure to\nprovide an Essential Service is not the result of the willful misconduct or\nnegligence of Owner and such Essential Service cannot reasonably be restored\nwithin 10 business days or 90 days, as the case may be, then such periods shall\nbe extended for so long as it shall require Owner in the exercise of reasonable\ndiligence to restore the service provided that Owner commences to restore the\ninterrupted Essential Service within such 10 business day period. Tenant shall\nbe deemed unable to use all or substantially all of the demised premises for the\nconduct of its business on any business day when, as the result of Owner's\nfailure to provide an Essential Service, more than 50 percent of Tenant's\nemployees who are regularly employed at the demised premises, are not there for\nall or most of Tenant's ordinary working hours on that day.\n\n          (b) \"Essential Service\" shall be deemed to mean and be limited to\nreasonable toilet facilities, reasonable access to the demised premises \nthrough the main lobby of the building (but not if such access is disrupted \nby the performance of Owner's Work), heating (as the season may then \nrequire), electric power for light and the operation of Tenant's equipment \n(if the interruption is caused by Owner) and the service of\n\n                                      -25-\n\n\n\n\nat least one passenger elevator, to the extent such services are required to \nbe furnished by Owner under this lease.\n\n          (c) To the extent reasonably practicable, Owner shall give Tenant 14\ndays notice prior to performing any work which shall adversely affect any \nEssential Service.\n\n     79. RULES AND REGULATIONS. Any rules or regulations promulgated by Owner\nshall be consistent with the provisions of this lease, and shall be enforced in\na nondiscriminatory manner.\n\n                                      -26-\n\n\n\n\n\n                                    EXHIBIT A\n\n                            OWNER'S WORK DESCRIPTION\n\n\nWINDOWS\n\n-    New double hung windows model TR-9000 aluminum manufactured by TRACO or\n     equivalent. Window features to include:\n\n     Tilt-in sash for cleaning.\n     Preventive stops for limiting opening of sashes.\n     Choice of color of frames from Manufacturer's standard color chart to be\n     mutually acceptable to Owner and Tenant.\n\n     Duel sealed insulated glass and thermally broken frame and sash members.\n\nELEVATORS\n\nBased upon the recommendations of an independent elevator consultant, work to\ninclude:\n\n-   A new microprocessor passenger elevator will be installed in place of the\n    existing manual freight elevator.\n\n-   Group controls to permit a 3 car operation, as well as to allow\n    independent operation of converted freight elevator.\n\n-   New ADA compliant panels and indicators on all floors.\n\n    -  Upgrade existing passenger elevators to include:\n\n    -  Disassembly of machinery\n    -  Removal and disassembly of spider\n    -  Replacement of main shaft bearings\n       (gear side and traction sheave side)\n    -  Replacement of thrust bearings\n    -  Removal and tuning of armature\n    -  Reassemble, seal and test machinery\n    -  Exhaust Fans\n               and such other mechanical repairs and replacements as\n               shall be reasonably recommended by the Owner's elevator\n               consultant. Owner shall furnish the elevator consultant's\n               report to Tenant.\n\nUpgrade of existing interior cabs to match the converted freight elevator with\nnew finishes to include carpeting, decorative metal, and decorative stone, as\nwell as new ventilation. Finishes are to be mutually acceptable to Owner and\nTenant.\n\nLOBBY AND ENTRANCE\n\nBased upon architectural plans and specifications, work to include:\n\n-    Extend lobby to the south approximately 20' - 0\" to incorporate a\n     former freight elevator that is being converted for passenger use.\n-    New concierge desk built of materials which are complimentary to the\n     overall lobby design and materials (but Owner is not responsible for\n     staffing the desk).\n-    Radiator covers in the vestibule.\n-    New air conditioning unit to provide cooling for existing and extended\n     lobby.\n-    Card Key Access System which will be ADT compatible.\n-    Replacement of interior vestibule and exterior entry doors and store\n     fronts with a more complementing design for both the facade and lobby.\n-    Renovations to lobby to include new wall treatments, new ceiling, new\n     lighting, and new floor in expanded lobby which will compliment existing\n     floor. Finishes to consist of decorative stone, wood and wall coverings\n     appropriate to the building and which are mutually acceptable to Owner\n     and Tenant.\n\n\n                                      -27-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7133],"corporate_contracts_industries":[9401],"corporate_contracts_types":[9603,9579],"class_list":["post-41743","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-coach-inc","corporate_contracts_industries-consumer__leather","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\/41743","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=41743"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41743"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41743"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41743"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}