{"id":41744,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/521-fifth-avenue-new-york-ny-office-lease-521-fifth-avenue.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"521-fifth-avenue-new-york-ny-office-lease-521-fifth-avenue","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/521-fifth-avenue-new-york-ny-office-lease-521-fifth-avenue.html","title":{"rendered":"521 Fifth Avenue (New York, NY) Office Lease &#8211; 521 Fifth Avenue Associates and The Edison Project"},"content":{"rendered":"<pre>                                                                      Lease 4-95\n                         STANDARD FORM OF OFFICE LEASE\n                    The Real Estate Board of New York, Inc.\n\nAGREEMENT OF LEASE, dated as of the 4th day of April, 1995 between 521 FIFTH\nAVENUE ASSOCIATES, a New York limited partnership, having an office at 521 Fifth\nAvenue, New York, New York 10175, party of the first part, hereinafter referred\nto as OWNER or LANDLORD, and THE EDISON PROJECT, L.P., a New York limited\npartnership, having an office at 529 Fifth Avenue, New York, New York, party of\nthe second part, hereinafter referred to as TENANT,\n\nWITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner\nthat portion of the sixteenth (16th) floor as shown shaded on Exhibit 'A',\nannexed hereto and made a part hereof (the 'demised premises) in the building\nknown as 521 Fifth Avenue (the 'building') in the Borough of Manhattan, City of\nNew York, for the term of TWO (2) YEARS AND THREE (3) MONTHS (or until such term\nshall sooner cease and expire as hereinafter provided) to commence on the 1st\nday of May, nineteen hundred and ninety-five, and to end on the 31st day of\nJuly, nineteen hundred and ninety-seven, both dates inclusive, at an annual\nrental rate of ONE HUNDRED SIXTY-SIX THOUSAND TWO HUNDRED SEVENTY-THREE AND\n80\/100 ($166,273.80) DOLLARS per annum, commencing on the Commencement Date,\nwhich Tenant agrees to pay in lawful money of the United States which shall be\nlegal tender in payment of all debts and dues, public and private, at the time\nof payment, in equal monthly installments in advance on the first day of each\nmonth during said term, at the office of Owner or such other place as Owner may\ndesignate, without any set off or deduction whatsoever, except that Tenant shall\npay the first __________ monthly installment(s) on the execution hereof (unless\nthis lease be a renewal).\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,\nexecutors, administrators, legal representatives, successors and assigns, hereby\ncovenant as follows:\n\nRent Occupancy:\n\n         1. Tenant shall pay the rent as above and as hereinafter provided.\n\n         2. Tenant shall use and occupy demised premises for executive and\nadministrative offices in connection with Tenant's business and consistent with\na first-class office building, and for no other purpose.\n\nTenant Alternations:\n\n         3. Tenant shall make no changes in or to the demised premises of any\nnature without Owner's prior written consent. Subject to the prior written\nconsent of Owner, and to the provisions of this article, Tenant at Tenant's\nexpense, may make alterations, installations, additions or improvements which\nare nonstructural and which do not affect utility services or plumbing and\nelectrical lines, in or to the interior of the demised premises by using\ncontractors or mechanics first approved by Owner. Tenant shall, before making\nany alterations, additions, installations or improvements, at its expense,\nobtain all permits, approvals and certificates required by any governmental or\nquasi-governmental bodies and (upon completion) certificates of final approval\nthereof and shall deliver promptly duplicates of all such permits, approvals and\ncertificates to Owner and Tenant agrees to carry and will cause Tenant's\ncontractors and sub-contractors to carry such workman's compensation, general\nliability, personal and property damage insurance as Owner may require. If any\nmechanic's lien is filed against the demised premises, or the building of which\nthe same forms a part, for work claimed to have been done for, or materials\nfurnished to, Tenant, whether or not done pursuant to this article, the same\nshall be discharged by Tenant within thirty days thereafter, at Tenant's\nexpense, by filing the bond required by law. All fixtures and all paneling,\npartitions, railings and like installations, installed in the premises at any\ntime, either by Tenant or by Owner in Tenant's behalf, shall, upon installation,\nbecome the property of Owner and shall remain upon and be surrendered with the\ndemised premises unless Owner, by notice to Tenant no later than twenty days\nprior to the date fixed as the termination of this lease, elects to relinquish\nOwner's right thereto and to have them removed by Tenant, in which event the\nsame shall be removed from the premises by Tenant prior to the expiration of the\nlease, at Tenant's expense. Nothing in this Article shall be construed to give\nOwner title to or to prevent Tenant's removal of trade fixtures, moveable office\nfurniture and equipment, but upon removal of any such from the premises or upon\nremoval of other installations as may be required by Owner, Tenant shall\nimmediately and at its expense, repair and restore the premises to the condition\nexisting prior to installation and repair any damage to the demised premises or\nthe building due to such removal. All property permitted or required to be\nremoved, by Tenant at the end of the term remaining in the premises after\nTenant's removal shall be deemed abandoned and may, at the election of Owner,\neither be retained as\n\n                                      - 2 -\n\nOwner's property or may be removed from the premises by Owner, at Tenant's\nexpense.  (See Article 42)\n\nMaintenance and Repairs:\n\n         4. Tenant shall, throughout the term of this lease, take good care of\nthe demised premises and the fixtures and appurtenances therein. Tenant shall be\nresponsible for all damage or injury to the demised premises or any other part\nof the building and the systems and equipment thereof, whether requiring\nstructural or nonstructural repairs caused by or resulting from carelessness,\nomission, neglect or improper conduct of Tenant. Tenant's subtenants, agents,\nemployees, invitees or licensees, or which arise out of any work, labor, service\nor equipment done for or supplied to Tenant or any subtenant or arising out of\nthe installation, use or operation of the property or equipment of Tenant or any\nsubtenant. Tenant shall also repair all damage to the building and the demised\npremises caused by the moving of Tenant's fixtures, furniture and equipment.\nTenant shall promptly make, at Tenant's expense, all repairs in and to the\ndemised premises for which Tenant is responsible, using only the contractor for\nthe trade or trades in question, selected from a list of at least two\ncontractors per trade submitted by Owner. Any other repairs in or to the\nbuilding or the facilities and systems thereof for which Tenant is responsible\nshall be performed by Owner at the Tenant's expense. Owner shall maintain in\ngood working order and repair the exterior and the structural portions of the\nbuilding, including the structural portions of its demised premises, and the\npublic portions of the building interior and the building plumbing, electrical,\nheating and ventilating systems (to the extent such systems presently exist)\nserving the demised premises. Tenant agrees to give prompt notice of any\ndefective condition in the premises for which Owner may be responsible\nhereunder. There shall be no allowance to Tenant for diminution of rental value\nand no liability on the part of Owner by reason of inconvenience, annoyance or\ninjury to business arising from Owner or others making repairs, alterations,\nadditions or improvements in or to any portion of the building or the demised\npremises or in and to the fixtures, appurtenances or equipment thereof. It is\nspecifically agreed that Tenant shall not be entitled to any setoff or reduction\nof rent by reason of any failure of Owner to comply with the covenants of this\nor any other article of this Lease. Tenant agrees that Tenant's sole remedy at\nlaw in such instance will be by way of an action for damages for breach of\ncontract. The provisions of this Article 4 shall not apply in the case of fire\nor other casualty which are dealt with in Article 9 hereof.\n\nWindow Cleaning:\n\n         5. Tenant will not clean nor require, permit, suffer or allow any\nwindow in the demised premises to be cleaned from the outside in violation of\nSection 202 of the Labor Law or any other applicable law or of the Rules of the\nBoard of Standards and Appeals, or of any other Board or body having or\nasserting jurisdiction.\n\n                                      - 3 -\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, at Tenant's sole cost and\nexpense, shall promptly comply with all present and future laws, orders and\nregulations of all state, federal, municipal and local governments, departments,\ncommissions and boards and any direction of any public officer pursuant to law,\nand all orders, rules and regulations of the New York Board of Fire\nUnderwriters, Insurance Services Office, or any similar body which shall impose\nany violation, order or duty upon Owner or Tenant with respect to the demised\npremises, whether or not arising out of Tenant's use of manner or use thereof,\n(including Tenant's permitted use) or, with respect to the building if arising\nout of Tenant's use or manner of use of the premises or the building (including\nthe use permitted under the lease). Nothing herein shall require Tenant to make\nstructural repairs or alterations unless Tenant has, by its manner of use of the\ndemised premises or method of operation therein, violated any such laws,\nordinances, orders, rules, regulations or requirements with respect thereto.\nTenant may, after securing Owner to Owner's satisfaction against all damages,\ninterest, penalties and expenses, including, but not limited to, reasonably\nattorney's fees, by cash deposit or by surety bond in an amount and in a company\nsatisfactory to Owner, contest and appeal any such laws, ordinances, orders,\nrules, regulations or requirements provided same is done with all reasonable\npromptness and provided such appeal shall not subject Owner to prosecution for a\ncriminal offense or constitute a default under any lease or mortgage under which\nOwner may be obligated, or cause the demised premises or any part thereof to be\ncondemned or vacated. Tenant shall not do or permit any act or thing to be done\nin or to the demised premises which is contrary to law, or which will invalidate\nor be in conflict with public liability, fire or other policies of insurance at\nany time carried by or for the benefit of Owner with respect to the demised\npremises or the building of which the demised premises form a part, or which\nshall or might subject Owner to any liability or responsibility to any person or\nfor property damage. Tenant shall not keep anything in the demised premises\nexcept as now or hereafter permitted by the Fire Department, Board of Fire\nUnderwriters, Fire Insurance Rating Organization or 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\npremises in a manner which will increase the insurance rate for the building or\nany property located therein over that in effect prior to the commencement of\nTenant's occupancy. Tenant shall pay all costs, expenses, fines, penalties, or\ndamages, which may be imposed upon Owner by reason of Tenant's failure to comply\nwith the provisions of this article and if by reason of such failure the fire\ninsurance rate shall, at the beginning of this lease or at any time thereafter,\nbe higher than it otherwise would be, then Tenant shall reimburse Owner, as\nadditional rent hereunder, for that portion of all fire insurance premiums\nthereafter paid by Owner which shall have been charged because of such failure\nby Tenant. In any action or proceeding wherein\n\n                                      - 4 -\n\nOwner and Tenant are parties, a schedule or 'make-up' of rate for the building\nor demised premises issued by the New York Fire Insurance Exchange, or other\nbody making fire insurance rates applicable to said premises shall be conclusive\nevidence of the facts therein stated and of the several items and charges in the\nfire insurance rates then applicable to said premises. Tenant shall not place a\nload upon any floor of the demised premises exceeding the floor load per square\nfoot area which it was designed to carry and which is allowed by law. Owner\nreserves the right to prescribe the weight and position of all safes, business\nmachines and mechanical equipment. Such installations shall be placed and\nmaintained by Tenant, at Tenant's expense, in settings sufficient, in Owner's\njudgment, to absorb and prevent vibration, noise and annoyance. (See Article 47)\n\nSubordination:\n\n         7. This lease is subject and subordinate to all ground or underlying\nleases and to all mortgages which may now or hereafter affect such leases or the\nreal property of which demised premises are a part and to all renewals,\nmodifications, consolidations, replacements and extensions of any such\nunderlying leases and mortgages. This clause shall be self-operative and no\nfurther instrument of subordination shall be required by any ground or\nunderlying lessor or by any mortgagee, affecting any lease or the real property\nof which the demised premises are a part. In confirmation of such subordination,\nTenant shall execute promptly any certificate that Owner may request.\n\nProperty-Loss, Damage, Reimbursement, Indemnity:\n\n         8. Owner or its agents shall not be liable for any damage to property\nof Tenant or of others entrusted to employees of the building, nor for loss of\nor damage 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 will not be liable for any such damage caused by\nother tenants or persons in, upon or about said building or caused by operations\nin construction 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 attorneys\nfees, paid, suffered or incurred as a result of any breach by Tenant, Tenant's\nagents, contractors, employees, invitees, or licensees, of any covenant\n\n                                      - 5 -\n\nor condition of this lease, or the carelessness, negligence or improper conduct\nof the Tenant, Tenant's agents, contractors, employees, invitees or licensees.\nTenant's liability under this lease extends to the acts and omissions of any\nsub-tenant, and any agent, contractor, employee, invitee or licensee of any\nsub-tenant. In case any action or proceeding is brought against Owner by 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.\n\nDestruction, Fire and Other Casualty:\n\n         9. (a) If the demised premises or any part thereof shall be damaged by\nfire or other casualty, Tenant shall give immediate notice thereof to Owner and\nthis lease shall continue in full force and effect except as hereinafter set\nforth. (b) If the demised premises are partially damaged or rendered partially\nunusable by fire or other casualty, the damages thereto shall be repaired by and\nat the expense of Owner and the rent, until such repair shall be substantially\ncompleted, shall be apportioned from the day following the casualty according to\nthe part of the premises which is usable. (c) If the demised premises are\ntotally damaged or rendered wholly unusable by fire or other casualty, then the\nrent shall be proportionately paid up to the time of the casualty and\nthenceforth shall cease until the date when the premises shall have been\nrepaired and restored by Owner, subject to Owner's right to elect not to restore\nthe same as hereinafter provided. (d) If the demised premises are rendered\nwholly unusable or (whether or not the demised premises are damaged in whole or\nin part) if the building shall be so damaged that Owner shall decide to demolish\nit or to rebuild it, then, in any of such events, Owner may elect to terminate\nthis lease by written notice to Tenant, given within 90 days after such fire or\ncasualty, specifying a date for the expiration of the lease, which date shall\nnot be more than 60 days after the giving of such notice, and upon the date\nspecified in such notice the term of this lease shall expire as fully and\ncompletely as if such date were the date set forth above for the termination of\nthis lease and Tenant shall forthwith quit, surrender and vacate the premises\nwithout prejudice however, to Landlord's rights and remedies against Tenant\nunder the lease provisions in effect prior to such termination, and any rent\nowing shall be paid up to such date and any payments of rent made by Tenant\nwhich were on account of any period subsequent to such date shall be returned to\nTenant. Unless Owner shall serve a termination notice as provided for herein,\nOwner shall make the repairs and restorations under the conditions of (b) and\n(c) hereof, with all reasonable expedition, subject to delays due to adjustment\nof insurance claims, labor troubles and causes beyond Owner's control. After any\nsuch casualty, Tenant shall cooperate with Owner's restoration by removing from\nthe premises as promptly as reasonably possible, all of Tenant's salvageable\ninventory and movable equipment, furniture, and other property. Tenant's\nliability for rent shall resume five (5) days after written notice from Owner\nthat the premises are substantially ready for Tenant's occupancy. (e) Nothing\ncontained hereinabove shall\n\n                                      - 6 -\n\nrelieve Tenant from liability that may exist as a result of damage from fire or\nother casualty. Notwithstanding anything contained to the contrary contained in\nsubdivisions (a) through (e) hereof, each party shall look first to any\ninsurance in its favor before making any claim against the other party for\nrecovery for loss or damage resulting from fire or other casualty, and to the\nextent that such insurance is in force and collectible and to the extent\npermitted by law, Owner and Tenant each hereby releases and waives all right of\nrecovery against the other or any one claiming through or under each of them by\nway of subrogation or otherwise. The foregoing release and waiver shall be in\nforce only if both releasors' insurance policies contain a clause providing that\nsuch a release or waiver shall not invalidate the insurance. If, and to the\nextent, that such waiver can be obtained only by the payment of additional\npremiums, then the party benefitting from the waiver shall pay such premium\nwithin ten days after written demand or shall be deemed to have agreed that the\nparty obtaining insurance coverage shall be free of any further obligation under\nthe provisions hereof with respect to waiver of subrogation. Tenant acknowledges\nthat Owner will not carry insurance on Tenant's furniture and\/or furnishings or\nany fixtures or equipment, improvements, or appurtenances removable by Tenant\nand agrees that Owner will not be obligated to repair any damage thereto or\nreplace the same. (f) Tenant hereby waives the provisions of Section 227 of the\nReal Property Law and agrees that the provisions of this article shall govern\nand control in lieu thereof.\n\nEminent Domain:\n\n         10. If the whole or any part of the demised premises shall be acquired\nor condemned by Eminent Domain for any public or quasi public use or purpose,\nthen and in that event, the term of this lease shall cease and terminate from\nthe date of title vesting in such proceeding and Tenant shall have no claim for\nthe value of any unexpired term of said lease and assigns to Owner, Tenant's\nentire interest in any such award.\n\nAssignment, Mortgage, Etc.:\n\n         11. Tenant, for itself, its heirs, distributees, executors,\nadministrators, legal representatives, successors and assigns, expressly\ncovenants that it shall not assign, mortgage or encumber this agreement, nor\nunderlet, or suffer or permit the demised premises or any part thereof to be\nused by others, without the prior written consent of Owner in each instance.\nTransfer of the majority of the stock of a corporate Tenant shall be deemed an\nassignment. 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, under-tenant 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, under-tenant or occupant as\ntenant, or a\n\n                                      - 7 -\n\nrelease of Tenant from the further performance by Tenant of covenants on the\npart of Tenant herein contained. The consent by Owner to an assignment or\nunderletting shall not in any wise be construed to relieve Tenant from obtaining\nthe express consent in writing of Owner to any further assignment or\nunderletting. (See Article 41).\n\nElectric Current:\n\n         12. Rates and conditions in respect to submetering or rent inclusion,\nas the case may be, to be added in RIDER attached hereto. Tenant covenants and\nagrees that at all times its uses of electric current shall not exceed the\ncapacity of existing feeders to the building or the risers or wiring\ninstallation and Tenant may not use any electrical equipment which, in Owner's\nopinion, reasonably exercised, will overload such installations or interfere\nwith the use thereof by other tenants of the building. The change at any time of\nthe character of electric service shall in no wise make Owner liable or\nresponsible to Tenant, for any loss, damages or expenses which Tenant may\nsustain. (See Article 46)\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, and, at\nother reasonable times, to examine the same and to make such repairs,\nreplacements and improvements as Owner may deem necessary and reasonably\ndesirable to the demised premises or to any other portion of the building or\nwhich Owner may elect to perform. Tenant shall permit Owner to use and maintain\nand replace pipes and conduits in and through the demised premises and to erect\nnew pipes and conduits therein provided they are concealed within the walls,\nfloor, or ceiling. Owner may, during the progress of any work in the demised\npremises, take all necessary materials and equipment into said premises without\nthe same constituting an eviction nor shall the Tenant be entitled to any\nabatement of rent while such work is in progress nor to any damages by reason or\nloss or interruption of business or otherwise. Throughout the term hereof Owner\nshall have the right to enter the demised premises at reasonable hours for the\npurpose of showing the same to prospective purchasers or mortgagees of the\nbuilding, and during the last six months of the term for the purpose of showing\nthe same to prospective tenants. If Tenant is not present to open and permit an\nentry into the premises, Owner or Owner's agents may enter the same whenever\nsuch entry may be necessary or permissible by master key or forcibly and\nprovided reasonable care is exercised to safeguard Tenant's property, such entry\nshall not render Owner or its agents liable therefor, nor in any event shall the\nobligations of Tenant hereunder be affected. If during the last month of the\nterm Tenant shall have removed all or substantially all of Tenant's property\ntherefrom, Owner may immediately enter, alter, renovate or redecorate the\ndemised premises without limitation or abatement of rent, or incurring liability\nto Tenant for\n\n                                      - 8 -\n\nany compensation and such act shall have no effect on this lease or Tenant's\nobligations hereunder.\n\nVault, Vault Space, Area:\n\n         14. No Vaults, vault space or area, whether or not enclosed or covered,\nnot within the property line of the building is leased hereunder, anything\ncontained in or indicated on any sketch, blue print or plan, or anything\ncontained elsewhere in this lease to the contrary notwithstanding. Owner makes\nno representation 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.\n\nOccupancy:\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 premises and accepts them\nas is, subject to the riders annexed hereto with respect to Owner's work, if\nany. In any event, Owner makes no representations as to the condition of the\npremises and Tenant agrees to accept the same subject to violations, whether or\nnot of record.\n\nBankruptcy:\n\n         16. (a) Anything elsewhere in this lease to the contrary\nnotwithstanding, this lease may be cancelled by Owner by the sending of a\nwritten notice to Tenant within a reasonable time after the happening of any one\nor more of the following events: (1) the commencement of a case in bankruptcy or\nunder the laws of any state naming Tenant as the debtor; or (2) the making by\nTenant of an assignment or any other arrangement for the benefit of creditors\nunder any state statute. Neither Tenant nor any person claiming through or under\nTenant, or by reason of any statute or order of court, shall thereafter be\nentitled to possession of the premises demised but shall forthwith quit and\nsurrender the premises. If this lease shall be assigned in accordance with its\nterms, the provisions of this Article 16 shall be applicable only to the party\nthen owning Tenant's interest in this lease. (b) It is stipulated and agreed\nthat in the event of the termination of this lease pursuant to (a) hereof, Owner\nshall forthwith, notwithstanding any other provisions of this lease to the\ncontrary, be entitled to recover from Tenant as and for liquidated damages an\namount equal to\n\n                                      - 9 -\n\nthe difference between the rent reserved hereunder for the unexpired portion of\nthe term demised and the fair and reasonable rental value of the demised\npremises for the same period. In the computation of such damages the difference\nbetween any installment of rent becoming due hereunder after the date of\ntermination and the fair and reasonable rental value of the demised premises for\nthe period for which such installment was payable shall be discounted to the\ndate of termination at the rate of four percent (4%) per annum. If such premises\nor any part thereof be relet by the Owner for the unexpired term of said lease,\nor any part thereof, before presentation of proof of such liquidated damages to\nany court, commission or tribunal, the amount of rent reserved upon such\nreletting shall be deemed to be the fair and reasonable rental value for the\npart or the whole of the premises so re-let during the term of the re-letting\nshall be deemed to be the fair and reasonable rental value for the part or the\nwhole of the premises so re-let during the term of the re-letting. Nothing\nherein contained shall limit or prejudice the right of the Owner to prove for\nand obtain as liquidated damages by reason of such termination, an amount equal\nto the maximum allowed by any statute or rule of law in effect at the time when,\nand governing the proceedings in which, such damages are to be proved, whether\nor not such amount be greater, equal to, or less than the amount of the\ndifference referred to above. (See Article 55)\n\nDefault:\n\n         17. (1) If Tenant defaults in fulfilling any of the covenants of this\nlease other than the covenants for the payment of rent or additional rent; or if\nthe demised premises becomes vacant or deserted; or if any execution or\nattachment shall be issued against Tenant or any of Tenant's property whereupon\nthe demised premises shall be taken or occupied by someone other than Tenant; or\nif this lease be rejected under Section 365 of Title 11 of the U.S. Code\n(bankruptcy code); or if Tenant shall fail to move into or take possession of\nthe premises within fifteen (15) days after the commencement of the term of this\nlease or if Tenant shall be in default under any other lease for space in the\nbuilding, then, in any one or more of such events, upon Owner serving a written\nfive (5) days notice upon Tenant specifying the nature of said default and upon\nthe expiration of said five (5) days, if Tenant shall have failed to comply with\nor remedy such default, or if the said default or omission complained of shall\nbe of a nature that the same cannot be completely cured or remedied within said\nfive (5) day period, and if Tenant shall not have diligently commenced during\nsuch default within such five (5) day period, and shall not thereafter with\nreasonable diligence and in good faith, proceed to remedy or cure such default,\nthen Owner may serve a written three (3) days' notice of cancellation of this\nlease upon Tenant, and upon the expiration of said three (3) days this lease and\nthe term thereunder shall end and expire as fully and completely as if the\nexpiration of such three (3) day period were the day herein definitely fixed for\nthe end and expiration of this lease and the term thereof and Tenant shall then\nquit and surrender the demised premises to Owner but Tenant shall remain liable\nas hereinafter provided.\n\n                                     - 10 -\n\n                  (2) If the notice provided for in (1) hereof shall have been\ngiven, and the term shall expire as aforesaid; or if Tenant shall make default\nin the payment of the rent reserved herein or any item of additional rent herein\nmentioned or any part of either or in making any other payment herein required,\nthen and in any of such events Owner may without notice, re-enter the demised\npremises either by force or otherwise, and dispossess Tenant by summary\nproceedings or otherwise, and the legal representative of Tenant or other\noccupant of demised premises and remove their effects and hold the premises as\nif this lease had not been made, and Tenant hereby waives the service of notice\nof intention to re-enter or to institute legal proceedings to that end. If\nTenant shall make default hereunder prior to the date fixed as the commencement\nof any renewal or extension of this lease, Owner may cancel and terminate such\nrenewal or extension agreement by written notice.\n\nRemedies of Owner and Waiver of Redemption:\n\n         18. In case of any such default, re-entry, expiration and\/or dispossess\nby summary proceedings or otherwise, (a) the rent shall become due thereupon and\nbe paid up to the time of such re-entry, dispossess and\/or expiration, (b) Owner\nmay re-let the premises or any part or parts thereof, either in the name of\nOwner or otherwise, for a term or terms, which may at Owner's option be less\nthan or exceed the period which would otherwise have constituted the balance of\nthe term of this lease and may grant concessions or free rent or charge a higher\nrental than that in this lease, and\/or (c) Tenant or the legal representatives\nof Tenant shall also pay Owner as liquidated damages for the failure of Tenant\nto observe and perform said Tenant's covenants herein contained, any deficiency\nbetween the rent hereby reserved and\/or covenanted to be paid and the net\namount, if any, of the rents collected on account of the lease or leases of the\ndemised premises for each month of the period which would otherwise have\nconstituted the balance of the term of this lease. The failure of Owner to\nre-let the premises or any part or parts thereof shall not release or affect\nTenant's liability for damages. In computing such liquidated damages there shall\nbe added to the said deficiency such expenses as Owner may incur in connection\nwith re-letting, such as legal expenses, attorneys' fees, brokerage, advertising\nand for keeping the demised premises in good order or for preparing the same for\nre-letting. Any such liquidated damages shall be paid in monthly installments by\nTenant on the rent day specified in this lease and any suit brought to collect\nthe amount of the deficiency for any month shall not prejudice in any way the\nrights of Owner to collect the deficiency of any subsequent month by a similar\nproceeding. Owner, in putting the demised premises in good order or preparing\nthe same for re-rental may, at Owner's option, make such alterations, repairs,\nreplacements, and\/or decorations in the demised premises as Owner, in Owner's\nsole judgment, considers advisable and necessary for the purpose of re-letting\nthe demised premises, and the making of such alterations, repairs, replacements,\nand\/or decorations shall not operate or be construed to release Tenant from\nliability\n\n                                     - 11 -\n\nhereunder as aforesaid. Owner shall in no event be liable in any way whatsoever\nfor failure to re-let the demised premises, or in the event that the demised\npremises are re-let, for failure to collect the rent thereof under such\nre-letting, and in no event shall Tenant be entitled to receive any excess, if\nany, of such net rents collected over the sums payable by Tenant to Owner\nhereunder. In the event of a breach or threatened breach by Tenant of any of the\ncovenants or provisions hereof, Owner shall have the right of injunction and the\nright to invoke any remedy allowed at law or in equity as if re-entry, summary\nproceedings and other remedies were not herein provided for. Mention in this\nlease of any particular remedy, shall not preclude Owner from any other remedy,\nin law or in equity. Tenant hereby expressly waives any and all rights of\nredemption granted by or under any present or future laws in the event of Tenant\nbeing evicted or dispossessed for any cause, or in the event of Owner obtaining\npossession of demised premises, by reason of the violation by Tenant of any of\nthe covenants and conditions of this lease, or otherwise.\n\nFees and Expenses:\n\n         19. If Tenant shall default in the observance or performance of any\nterm or covenant on Tenant's part to be observed or performed under or by virtue\nof any of the terms or provisions in any article of this lease, then, unless\notherwise provided elsewhere in this lease, Owner may immediately or at any time\nthereafter and without notice perform the obligation of Tenant thereunder. If\nOwner, in connection with the foregoing or in connection with any default by\nTenant in the covenant to pay rent hereunder, makes any expenditures or incurs\nany obligations for the payment of money, including but not limited to\nattorney's fees, in instituting, prosecuting or defending any action or\nproceeding, then Tenant will reimburse Owner for such sums so paid or\nobligations incurred with interest and costs. The foregoing expenses incurred by\nreason of Tenant's default shall be deemed to be additional rent hereunder and\nshall be paid by Tenant to Owner within five (5) days of rendition of any bill\nor statement to Tenant therefor. If Tenant's lease term shall have expired at\nthe time of making of such expenditures or incurring of such obligations, such\nsums shall 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\nconstituting an eviction and without incurring liability to Tenant therefor to\nchange the arrangement and\/or location of public entrances, passageways, doors,\ndoorways, corridors, elevators, stairs, toilets or other public parts of the\nbuilding and to change the name, number or designation by which the building may\nbe known. There shall be no allowance to Tenant for diminution of rental value\nand no liability on the part of Owner by reason of inconvenience, annoyance or\ninjury to business arising from Owner or other Tenants making any repairs in the\nbuilding or any such alterations, additions and improvements. Furthermore,\nTenant shall not have any claim against\n\n                                     - 12 -\n\nOwner by reason of Owner's imposition of such controls of the manner of access\nto the building by Tenant's social or business visitors as the Owner may deem\nnecessary for the security of the 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 or the demised premises, the rents, leases, expenses of\noperation or any other matter or thing affecting or related to the premises\nexcept as herein expressly set forth and no rights, easements or licenses are\nacquired by Tenant by implication or otherwise except as expressly set forth in\nthe provisions of this lease. Tenant has inspected the building and the demised\npremises and is thoroughly acquainted with their condition and agrees to take\nthe same 'as is' and acknowledges that the taking of possession of the demised\npremises by Tenant shall be conclusive evidence that the said premises and the\nbuilding of which the same form a part were in good and satisfactory condition\nat the time 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. Tenant's obligation to observe or perform this covenant shall\nsurvive the expiration or other termination of this lease. If the last day of\nthe term of this Lease or any renewal thereof, falls on Sunday, this lease shall\nexpire at noon on the preceding Saturday unless it be a legal holiday in which\ncase it shall expire at noon on the preceding business day.\n\nQuiet Enjoyment:\n\n         23. Owner covenants and agrees with Tenant that upon Tenant paying the\nrent and additional rent and observing and performing all the terms, covenants\nand conditions, on Tenant's part to be observed and performed, Tenant may\npeaceably and quietly enjoy the premises hereby demised, subject, nevertheless,\nto the terms\n\n                                     - 13 -\n\nand conditions of this lease including, but not limited to, Article 31 hereof\nand to the ground leases, underlying leases and mortgages hereinbefore\nmentioned.\n\nFailure to Give Possession:\n\n         24. If Owner is unable to give possession of the demised premises on\nthe date of the commencement of the term hereof, because of the holding-over or\nretention of possession of any tenant, undertenant or occupants or if the\ndemised premises are located in a building being constructed, because such\nbuilding has not been sufficiently completed to make the premises ready for\noccupancy or because of the fact that a certificate of occupancy has not been\nprocured or for any other reason, Owner shall not be subject to any liability\nfor failure to give possession on said date and the validity of the lease shall\nnot be impaired under such circumstances, nor shall the same be construed in any\nwise to extend the term of this lease, but the rent payable hereunder shall be\nabated (provided Tenant is not responsible for Owner's inability to obtain\npossession) until after Owner shall have given Tenant written notice that the\npremises are substantially ready for Tenant's occupancy. If permission is given\nto Tenant to enter into the possession of the demised premises or to occupy\npremises other than the demised premises prior to the date specified as the\ncommencement of the term of this lease, Tenant covenants and agrees that such\noccupancy shall be deemed to be under all the terms, covenants, conditions and\nprovisions of this lease, except as to the covenant to pay rent. The provisions\nof this article are intended to constitute 'an express provision to the\ncontrary' within the meaning of Section 223-a of the New York Real Property Law.\n\nNo Waiver:\n\n         25. 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 any\nof the Rules or Regulations, set forth or hereafter adopted by Owner, shall not\nprevent a subsequent act which would have originally constituted a violation\nfrom having all the force and effect of an original violation. The receipt by\nOwner of rent with knowledge of the breach of any covenant of this lease shall\nnot be deemed a waiver of such breach and no provision of this lease shall be\ndeemed to have been waived by Owner unless such waiver be in writing signed by\nOwner. No payment by Tenant or receipt by Owner of a lesser amount than the\nmonthly rent herein stipulated shall be deemed to be other than on account of\nthe earliest stipulated rent, nor shall any endorsement or statement of any\ncheck or any letter accompanying any check or payment as rent be deemed an\naccord and satisfaction, and Owner may accept such check or payment without\nprejudice to Owner's right to recover the balance of such rent or pursue any\nother remedy in this lease provided. No act or thing done by Owner or Owner's\nagents during the term hereby demised shall be deemed an acceptance of a\nsurrender of said premises, and no agreement to accept such surrender shall be\nvalid unless in writing signed by Owner. No employee of\n\n                                     - 14 -\n\nOwner or Owner's agent shall have any power to accept the keys of said premises\nprior to the termination of the lease and the delivery of keys to any such agent\nor employee shall not operate as a termination of the lease or a surrender of\nthe premises.\n\nWaiver of Trial by Jury:\n\n         26. 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 said premises,\nand any emergency statutory or any other statutory remedy. It is further\nmutually agreed that in the event Owner commences any summary proceeding for\npossession of the premises, Tenant will not interpose any counterclaim of\nwhatever nature or description in any such proceeding including a counterclaim\nunder Article 4.\n\nInability to Perform:\n\n         27. This Lease and the obligation of Tenant to pay rent hereunder and\nperform all of the other covenants and agreements hereunder on part of Tenant to\nbe performed 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 repair, additions, alterations or\ndecorations or is unable to supply or is delayed in supplying any equipment or\nfixtures if Owner is prevented or delayed from so doing by reason of strike or\nlabor troubles or any cause whatsoever including, but not limited to, government\npreemption in connection with a National Emergency or by reason of any rule,\norder or regulation of any department or subdivision thereof of any government\nagency or by reason of the conditions of supply and demand which have been or\nare affected by war or other emergency.\n\nBills and Notices:\n\n         28. Except as otherwise in this lease provided, a bill, statement,\nnotice or communication which Owner may desire or be required to give to Tenant,\nshall be deemed sufficiently given or rendered if, in writing, delivered to\nTenant personally or sent by registered or certified mail addressed to Tenant at\nthe building of which the demised premises form a part or at the last known\nresidence address or business address of Tenant or left at any of the aforesaid\npremises addressed to Tenant, and the time of the rendition of such bill or\nstatement and of the giving of such notice or communication shall be deemed to\nbe the time when the same is delivered to Tenant, mailed, or left at the\npremises as herein provided. Any notice by Tenant to Owner\n\n                                     - 15 -\n\nmust be served by registered or certified mail addressed to Owner at the address\nfirst hereinabove given or at such other address as Owner shall designate by\nwritten notice.\n\nServices Provided by Owners:\n\n         29. As long as Tenant is not in default under any of the covenants of\nthis lease, Owners shall provide: (a) necessary elevator facilities on business\ndays from 8 a.m. to 6 p.m. and have one elevator subject to call at all other\ntimes; (b) heat to the demised premises when and as required by law, on business\ndays from 8 a.m. to 6 p.m.; (c) water for ordinary lavatory purposes, but if\nTenant uses or consumes water for any other purposes or in unusual quantities\n(of which fact Owner shall be the sole judge), Owner may install a water meter\nat Tenant's expense which Tenant shall thereafter maintain at Tenant's expense\nin good working order and repair to register such water consumption and Tenant\nshall pay for water consumed as shown on said meter as additional rent as and\nwhen bills are rendered; (d) cleaning service for the demised premises on\nbusiness days at Owner's expense provided that the same are kept in order by\nTenant. If, however, said premises are to be kept clean by Tenant, it shall be\ndone at Tenant's sole expense, in a manner satisfactory to Owner and no one\nother than persons approved by Owner shall be permitted to enter said premises\nor the building of which they are a part for such purpose. Tenant shall pay\nOwner the cost of removal of any of Tenant's refuse and rubbish from the\nbuilding; (e) If the demised premises is serviced by Owner's air\nconditioning\/cooling and ventilating system, air conditioning\/cooling will be\nfurnished to tenant from May 15th through September 30th on business days\n(Mondays through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m., and\nventilation will be furnished on business days during the aforesaid hours except\nwhen air conditioning\/cooling is being furnished as aforesaid. If Tenant\nrequires air conditioning\/cooling or ventilation for more extended hours or on\nSaturdays, Sundays or on holidays, as defined under Owner's contract with\nOperating Engineers Local 94-94A, Owner will furnish the same at Tenant's\nexpense. RIDER to be added in respect to rates and conditions for such\nadditional service; (f) Owner reserves the right to stop services of the\nheating, elevators, plumbing, air-conditioning, power systems or cleaning or\nother services, if any, when necessary by reason of accident or for repairs,\nalterations, replacements or improvements necessary or desirable in the judgment\nof Owner for as long as may be reasonably required by reason thereof. If the\nbuilding of which the demised premises are a part supplies manually-operated\nelevator service. Owner at any time may substitute automatic-control elevator\nservice and upon ten days' written notice to Tenant, proceed with alterations\nnecessary therefor without in any wise affecting this lease or the obligation of\nTenant hereunder. The same shall be done with a minimum of inconvenience to\nTenant and Owner shall pursue the alteration with due diligence.\n\n                                     - 16 -\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 provisions thereof.\n\nDefinitions:\n\n         31. The term 'office', or 'offices', wherever used in this lease, shall\nnot be construed to mean premises used as a store or stores, for the sale or\ndisplay, at any time, of goods, wares or merchandise, of any kind, or as a\nrestaurant, shop, booth, bootblack or other stand, barber shop, or for other\nsimilar purposes or for manufacturing. The term 'Owner' means a landlord or\nlessor, and as used in this lease means only the owner, or the mortgagee in\npossession, for the time being of the land and building (or the owner of a lease\nof the building or of the land and building) of which the demised premises form\na part, so that in the event of any sale or sales of said land and building or\nof said lease, or in the event of a lease of said building, or of the land and\nbuilding, the said Owner shall be and hereby is entirely freed and relieved of\nall covenants and obligations of Owner hereunder, and it shall be deemed and\nconstrued without further agreement between the parties or their successors in\ninterest, or between the parties and the purchaser, at any such sale, or the\nsaid lessee of the building, or of the land and building, that the purchaser or\nthe lessee of the building has assumed and agreed to carry out any and all\ncovenants and obligations of Owner, hereunder. The words 're-enter' and\n're-entry' as used in this lease are not restricted to their technical legal\nmeaning. 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 other designated as holidays by the applicable building\nservice union employees service contract or by the applicable Operating\nEngineers contract with respect to HVAC service.\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, 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 without\nany claim for damages or indemnity against Owner, or diminution or abatement of\nrent.\n\nRules and Regulations:\n\n         33. Tenant and Tenant's servants, employees, agents, visitors, and\nlicensees shall observe faithfully, and comply strictly with, the Rules and\nRegulations and such\n\n                                     - 17 -\n\nother and further reasonable Rules and Regulations as Owner or Owner's agents\nmay from time to time adopt. Notice of any additional rules or regulations shall\nbe given in such manner as Owner may elect. In case Tenant disputes the\nreasonableness of any additional Rule or Regulation hereafter made or adopted by\nOwner or Owner's agents, the parties hereto agree to submit the question of the\nreasonableness of such Rule or Regulation for decision to the New York office of\nthe American Arbitration Association, whose determination shall be final and\nconclusive upon the parties hereto. The right to dispute the reasonableness of\nany additional Rule or Regulation upon Tenant's part shall be deemed waived\nunless the same shall be asserted by service of a notice, in writing upon Owner\nwithin ten (10) days after the giving of notice thereof. Nothing in this lease\ncontained shall be construed to impose upon Owner any duty or obligation to\nenforce the Rules and Regulations or terms, covenants or conditions in any other\nlease, as against any other tenant and Owner shall not be liable to Tenant for\nviolation of the same by any other tenant, its servants, employees, agents,\nvisitors or licensees.\n\nSecurity:\n\n         34. Tenant has deposited with Owner the sum of $27,712.30 as security\nfor the faithful performance and observance by Tenant of the terms, provisions\nand conditions of this lease; it is agreed that in the event Tenant defaults in\nrespect of any of the terms, provisions and conditions of this lease, including,\nbut not limited to, the payment of rent and additional rent, Owner may use,\napply or retain the whole or any part of the security so deposited to the extent\nrequired for the payment of any rent and additional rent or any other sum as to\nwhich Tenant is in default or for any sum which Owner may expend or may be\nrequired to expend by reason of Tenant's default in respect of any of the terms,\ncovenants and conditions of this lease, including but not limited to, any\ndamages or deficiency in the re-letting of the premises, whether such damages or\ndeficiency accrued before or after summary proceedings or other re-entry by\nOwner. In the event that Tenant shall fully and faithfully comply with all of\nthe terms, provisions, covenants and conditions of this lease, the security\nshall be returned to Tenant after the date fixed as the end of the Lease and\nafter delivery of entire possession of the demised premises to Owner. In the\nevent of a sale of the land and building or leasing of the building, of which\nthe demised premises form a part, Owner shall have the right to transfer the\nsecurity to the vendee or lessee and Owner shall thereupon be released by Tenant\nfrom all liability for the return of such security; and Tenant agrees to look to\nthe new Owner solely for the return of said security, and it is agreed that the\nprovisions hereof shall apply to every transfer or assignment made of the\nsecurity to a new Owner. Tenant further covenants that it will not assign or\nencumber or attempt to assign or encumber the monies deposited herein as\nsecurity and that neither Owner nor its successors or assigns shall be bound by\nany such assignment, encumbrance, attempted assignment or attempted encumbrance.\n\n                                     - 18 -\n\nEstoppel Certificate:\n\n         35.      (See Article 43)\n\nSuccessors and Assigns:\n\n         36. The covenants, conditions and agreements contained in this lease\nshall bind and inure to the benefit of Owner and Tenant and their respective\nheirs, distributees, executors, administrators, successors, and except as\notherwise provided in this lease, their assigns.\n\n              SEE RIDER PAGES ANNEXED HERETO AND MADE A PART HEREOF\n                           CONTAINING ARTICLES 37 - 56\n\n         IN WITNESS WHEREOF, Owner and Tenant have respectively signed and\nsealed this lease as of the day and year first above written.\n\n                                             521 FIFTH AVENUE ASSOCIATES,\n\n                                             Owner\n\n                                             By: \/s\/ Larry A. Silverstein\n                                                -------------------------------\n                                                               General Partner\n\nWitness for Owner:\n\n\n------------------------\n\nWitness for Tenant:                          THE EDISON PROJECT, L.P., Tenant\n\n                                             By: \/s\/ Christopher Whittle\n------------------------                         -------------------------------\n                                                      Name: Christopher Whittle\n                                                      Title: General Partner\n\n\n                                     - 19 -\n\n\n                            FIRST AMENDMENT OF LEASE\n\n     AGREEMENT, dated as of the 6th day of June, 1996, by and between 521 FIFTH\nAVENUE ASSOCIATES ('LANDLORD'), a New York limited partnership, with its\nprincipal place of business at 521 Fifth Avenue, New York, New York 10175, and\nTHE EDISON PROJECT, L.P. ('TENANT'), a New York limited partnership, having an\noffice at 521 Fifth Avenue, New York, New York 10175.\n\n                               STATEMENT OF FACTS\n\n     By Lease dated as of April 4, 1995 (the 'ORIGINAL LEASE'), by and between\nLandlord and Tenant, Landlord leased to Tenant and Tenant hired from Landlord\ncertain premises in the building (the 'BUILDING') known as 521 Fifth Avenue, New\nYork, New York, consisting of a portion of the sixteenth (16th) floor (the\n'ORIGINAL PREMISES').\n\n     The Original Lease and any and all amendments and modifications thereof are\nhereinafter collectively referred to as the 'LEASE'. Landlord and Tenant now\ndesire to amend the Lease upon the terms hereinafter contained.\n\n     NOW, THEREFORE, in consideration of the Lease and the mutual covenants\nherein contained, Landlord and Tenant hereby agree as follows:\n\n          1. DEFINED TERMS:\n\n             A. Unless the context otherwise clearly indicates a contrary intent\nor unless specifically otherwise provided herein, each term used in this\nAgreement which is defined in the Lease shall be deemed to have the meaning set\nforth in the Lease.\n\n          2. EXTENSION OF LEASE TERM:\n\n             A. The term of the Lease is hereby extended for a period of five\n(5) months, commencing on AUGUST 1, 1997 and expiring on DECEMBER 31, 1997 (the\n'EXPIRATION DATE'), or shall expire on such earlier date upon which said term\nmay expire or be cancelled or terminated pursuant to any of the conditions or\ncovenants of the Lease as hereby amended or pursuant to law.\n\n          3. ADDITIONAL PREMISES:\n\n             A. For the purposes of this Agreement, the 'ADDITIONAL PREMISES'\nshall mean that certain portion of the sixteenth (16th) floor of the Building as\n\nindicated by cross-hatch markings on the floor plan annexed hereto as EXHIBIT A\nand made a part hereof.\n\n             B. Effective throughout the period (the 'ADDITIONAL PREMISES TERM')\ncommencing on JULY 1, 1996 (the 'ADDITIONAL PREMISES COMMENCEMENT DATE') and\nending on the Expiration Date, both dates inclusive:\n\n                i. the Lease is hereby amended by adding the Additional\n             Premises to the Demised Premises; and\n\n                ii. Tenant shall use and occupy the Additional Premises under\n             the same terms, covenants and conditions provided in the Lease,\n             except as otherwise herein amended.\n\n          4. FIXED RENT:\n\n             A. Effective throughout the period commencing on the Additional\nPremises Commencement Date and ending on the Expiration Date, both dates\ninclusive, the fixed rent payable pursuant to the Lease shall, subject to\nadjustment as provided in the Lease, be increased by the annual amount of\nFifty-Seven Thousand Two Hundred Sixty-Two and 45\/100 ($57,262,.45) Dollars\n($4,771.84 per month) (which increase shall herein be referred to as the 'FIXED\nA\/P RENT').\n\n             B. Effective as of the Additional Premises Commencement Date and\nprovided Tenant is not then in default under the terms, covenants and conditions\nof this Agreement and\/or the Lease, Tenant is herewith granted a fixed rent\nconcession solely in connection with the Fixed A\/P Rent payable as set forth in\nParagraph 4.A of this Agreement for the Additional Premises, solely for the two\n(2) month period (the 'FREE FIXED A\/P RENT PERIOD') commencing on the Additional\nPremises Commencement Date and ending on the day next preceding the two (2)\nmonth anniversary of the Additional Premises Commencement Date; provided,\nhowever, Tenant shall nevertheless be obligated to pay to Landlord all\nadditional rents and other charges payable under the terms of this Agreement\n(including electricity charges) during the Free Fixed A\/P Rent Period, and\nprovided further that Tenant shall pay to Landlord all of the fixed rent with\nrespect to the Original Premises and all additional rents and other charges\npayable under the Lease during the Free Fixed A\/P Rent Period. Except for the\nFixed A\/P Rent concession as herein provided, Tenant shall use and occupy the\nDemised Premises pursuant to all of the other terms, covenants and conditions of\nthe Lease.\n\n\n                                       2\n\n          5. TENANT'S PROPORTIONATE SHARE:\n\n             A. Effective as of the Additional Premises Commencement Date and\nending on the Expiration Date, Sections 39.A.4 and 40.A.2 of the Original Lease\nshall be amended so as to increase the 'Tenant's Proportionate Share' by adding\nthe percentage '0.73%' thereto.\n\n          6. ELECTRIC CURRENT:\n\n             A. Effective as of the Additional Premises Commencement Date and\nending on the Expiration Date, the provisions of Article 46 of the Original\nLease (which is captioned 'Electric Current') shall be amended by the deletion\nof the number '8,052' from Paragraph 46.B.2. and the insertion of the number\n'10,825' in lieu thereof.\n\n          7. LAYOUT AND FINISH:\n\n             A. Any and all provisions of the Lease which provide for the\nperformance by Landlord of any work in the Original Premises (such as, by way of\nexample, the 'Tenant's Initial Work' pursuant to Article 50 of the Original\nLease) shall apply solely to the Original Premises and shall not apply to the\nAdditional Premises. Accordingly, Tenant acknowledges that Landlord shall have\nno obligation to perform in the Additional Premises any of the Landlord's work\nrequired in connection with the Original Premises, and there shall be no\ncontribution or allowance payable by Landlord with respect to all or any portion\nof the Additional Premises.\n\n          8. AS-IS POSSESSION\/TENANT'S A\/P WORK:\n\n             A. Tenant acknowledges that it has fully inspected the Additional\nPremises and Tenant agrees to accept possession thereof in its then 'as-is'\nphysical condition as of the Additional Premises Commencement Date. It is\nunderstood and agreed that Landlord shall not be obligated to make any\nimprovements, alterations or repairs to the Additional Premises or incur any\nexpense to prepare the Additional Premises for Tenant's occupancy thereof. The\ntaking of possession of the Additional Premises by Tenant for the term herein\ndemised shall be conclusive evidence as against Tenant that the Additional\nPremises and the Building were in good and satisfactory condition as of the time\nsuch possession was taken. Tenant acknowledges that Landlord and Landlord's\nagent have made no representations or promises in regard to the Additional\nPremises for the term herein demised.\n\n             B. Tenant shall, at Tenant's sole cost and expense, and as part of\nTenant's Changes (as defined in Article 42), perform all of the work (the\n'TENANT'S A\/P WORK') in the entire Additional Premises necessary to demise the\nAdditional Premises \n\n\n                                       3\n\nsuch that the Demised Premises and the Additional Premises shall together\nconstitute a single, self-contained rental unit and for Tenant's occupancy\nthereof, subject to the provisions of this Agreement and the Lease. Tenant\nagrees with respect to its activities and work that it will conform to all of\nLandlord's labor regulations and shall not do or permit anything to be done that\nmight create any work stoppage, picketing or other labor disruption or dispute.\nTenant agrees that it will, prior to the commencement of any work in the\nAdditional Premises, deliver to Landlord all policies of insurance required to\nbe supplied to Landlord by Tenant pursuant to the terms of the Lease.\n\n              C. Tenant, at Tenant's sole cost and expense, shall prepare a\nfinal plan or final set of plans (which said final plan or final set of plans,\nas the case may be, is hereinafter called the 'A\/P PLANS') which shall contain\ncomplete information (including engineering required) and dimensions necessary\nand sufficient for the construction and finishing of the Additional Premises.\nThe A\/P Plans shall be submitted by Tenant to Landlord for Landlord's review and\napproval on or before the date (the 'PLANS DELIVERY DATE') of the execution and\ndelivery of this Agreement by Tenant. Any revisions to the A\/P Plans required by\nLandlord shall be performed by Tenant within three (3) days after demand by\nlandlord.\n\n              D. Tenant agrees to utilize Landlord's designated general\ncontractor for the performance of the Tenant's A\/P Work. Tenant further agrees\nthat the Tenant's A\/P Work shall be completed on or before the date which shall\nbe sixty (60) days after the Additional Premises Commencement Date.\n\n          9.  DELIVERY OF POSSESSION:\n\n              If Landlord is unable to give possession of the Additional\nPremises to Tenant on the Additional Premises to Tenant on the Additional\nPremises Commencement Date because of the holding-over or retention of\npossession of any tenant, undertenant or occupants, or for any other reason\nbeyond Landlord's reasonable control, Landlord shall not be subject to any\nliability for failure to give possession on said date and the validity of this\nAgreement and the Lease shall not be impaired under such circumstances, nor\nshall the same be construed in any way to extend the Additional Premises Term or\nthe term of the Lease, but the Additional Premises Commencement Date shall be\ndeemed extended until the date on which Landlord shall have delivered possession\nthereof to Tenant (provided Tenant is not responsible for the inability to\nobtain possession). The provisions of this Paragraph are intended to constitute\n'an express provision to the contrary' within the meaning of Section 223-a of\nthe New York Real Property Law.\n\n          10. SECURITY DEPOSIT:\n\n\n                                       4\n\n              A. In addition to the security previously deposited with Landlord\npursuant to the provisions of Article 34 of the Original Lease, concurrently\nwith Tenant's execution of this Agreement, Tenant shall deposit with Landlord\nthe sum of Nine Thousand Five Hundred Forty-Four and 00\/100 ($9,544.00) Dollars,\nas additional security for the full and punctual performance by Tenant of all of\nthe terms of the Lease (including this Agreement), by check (subject to\ncollection).\n\n              B. Effective as of the Additional Premises Commencement Date,\nArticle 34 of the Original Lease (which is captioned 'Security') is hereby\namended by increasing the amount of the security deposit by adding the amount of\nNine Thousand Five Hundred Forty-Four and 00\/100 ($9,544.00) Dollars thereto.\n\n          11. BROKER:\n\n              Tenant represents and warrants that it neither consulted nor\nnegotiated with any broker or finder with regard consummating this Agreement.\nTenant agrees to indemnify and hold Landlord harmless from any damages, costs\nand expenses suffered by Landlord by reason of any breach of the foregoing\nrepresentation.\n\n          12. MISCELLANEOUS:\n\n              A. Except as expressly set forth in this Agreement, all of the\nterms, provisions, covenants and conditions of the Lease shall remain and\ncontinue unmodified and in full force and effect and are hereby ratified and\nconfirmed in all respects.\n\n              B. This Agreement shall not be changed, modified or cancelled\norally. This Agreement shall be binding upon the parties hereto, their\nrespective heirs, administrators, successors and, as permitted, assigns.\n\n              C. This Agreement shall in all respects and in all events be\ngoverned by and construed in accordance with the laws of the State of New York\n(excluding, however, its conflict of laws provisions).\n\n              D. This Agreement is being tendered to Tenant without obligation\non Landlord's part and in no event shall it be deemed to be binding upon\nLandlord or give Tenant any rights unless and until Landlord shall have executed\nthe same and delivered a copy to Tenant.\n\n\n                                       5\n\n              IN WITNESS WHEREOF, Landlord and Tenant have respectively executed\nthis First Amendment of Lease as of the day and year first above written.\n\n                                  521 FIFTH AVENUE ASSOCIATES, Landlord\n\n\n                                  By: \/s\/ Larry A. Silverstein\n                                      -------------------------------------\n                                      Larry A. Silverstein, General Partner\n\n\n                                  THE EDISON PROJECT, L.P.,  Tenant\n\n\n                                  By: \/s\/ H. Christopher Whittle\n                                      -------------------------------------\n                                      Name: H. Christopher Whittle\n                                      Title:  General Partner\n\n                                      Tenant's Federal Employer\n                                      I.D. Number: 621 488 748\n\n\n                                       6\n\n\n                            SECOND AMENDMENT OF LEASE\n\n         AGREEMENT, dated as of the 8th day of December, 1997, between 521 FIFTH\nAVENUE ASSOCIATES, a New York limited partnership, having an office at 521 Fifth\nAvenue, New York, New York 10175 (hereinafter called 'LANDLORD'), and THE EDISON\nPROJECT, L.P., a New York limited partnership, having an office at 521 Fifth\nAvenue, New York, New York 10175 (hereinafter called 'TENANT').\n\n                              W I T N E S S E T H:\n\n         WHEREAS:\n\n         1. Landlord and Tenant executed that certain lease dated as of April 4,\n1995 (said lease as amended by First Amendment of Lease dated as of June 6, 1996\n(the 'FIRST AMENDMENT') is hereinafter called the 'ORIGINAL LEASE'), covering a\ncertain portion of the sixteenth (16th) floor, as more particularly described in\nthe Original Lease (hereinafter called the 'PRESENT PREMISES') , in the building\nknown as 521 Fifth Avenue, New York, New York (hereinafter called the\n'BUILDING'), for a term expiring on December 31, 1997;\n\n         2. The Original Lease and any and all amendments and modifications\nthereof are hereinafter collectively referred to as the 'LEASE'; and\n\n         3. The parties now desire to amend the Lease by extending the term\nthereof, adding additional space to the Present Premises, and in other respects\nas hereinafter provided.\n\n         NOW, THEREFORE, in consideration of the mutual covenants herein\ncontained, it is agreed as follows:\n\n         FIRST: The term of the Lease is hereby extended for a period of TEN\n(10) YEARS (hereinafter called the 'EXTENDED TERM') commencing on January 1,\n1998 (hereinafter called the 'EXTENDED TERM COMMENCEMENT DATE') and expiring on\nDecember 31, 2007 (hereinafter called the 'EXTENDED TERM EXPIRATION DATE'),\nunless sooner terminated pursuant to any of the terms, covenants and conditions\ncontained in the Lease or pursuant to law, upon all the terms, covenants and\nconditions contained in the Lease, except as expressly provided herein.\n\n         SECOND: The Lease is hereby amended, effective from the Additional\nPremises Commencement Date (as defined in Article FIFTH of this Agreement), so\nthat the Present Premises shall include that portion of the fifteenth (15th)\nfloor of the Building as approximately shown by the diagonal markings on the\nrental plan annexed hereto as Exhibit 'A' and made a part hereof (hereinafter\ncalled the 'ADDITIONAL PREMISES'). Tenant shall use and occupy the Additional\nPremises from and after the Additional Premises Commencement Date under the same\nterms, covenants and conditions as provided in the Lease.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412],"corporate_contracts_industries":[],"corporate_contracts_types":[9603,9579],"class_list":["post-41744","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","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\/41744","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=41744"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41744"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41744"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41744"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}