{"id":41777,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1250-broadway-new-york-ny-agreement-of-lease-38-32.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1250-broadway-new-york-ny-agreement-of-lease-38-32","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1250-broadway-new-york-ny-agreement-of-lease-38-32.html","title":{"rendered":"1250 Broadway (New York, NY) Agreement of Lease &#8211; 38-32 Associates and 24\/7 Media Inc."},"content":{"rendered":"<pre>\n******************************************************************************\n\n\n\n\n\n\n                               AGREEMENT OF LEASE\n\n                                     between\n\n\n\n                                38-32 ASSOCIATES,\n\n\n                                    Landlord,\n\n\n                                       and\n\n                                 24\/7 MEDIA INC.\n\n                                     Tenant,\n\n\n\n\n                              Dated: April 30, 1998\n\n\n\n                                    PREMISES:\n\n                                  1250 Broadway\n                           Twenty-Seventh (27th) Floor\n                               New York, New York\n\n\n\n\n******************************************************************************\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                            Page\n                                                                            ----\n\nARTICLE 1   RENT ............................................................  1\nARTICLE 2   PREPARATION OF THE DEMISED PREMISES..............................  3\nARTICLE 3   ADJUSTMENTS OF RENT..............................................  3\nARTICLE 4   ELECTRICITY......................................................  9\nARTICLE 5   USE ............................................................. 12\nARTICLE 6   ALTERATIONS AND INSTALLATIONS.................................... 12\nARTICLE 7   REPAIRS ......................................................... 15\nARTICLE 8   REQUIREMENTS OF LAW.............................................. 17\nARTICLE 9   INSURANCE, LOSS, REIMBURSEMENT, LIABILITY........................ 18\nARTICLE 10  DAMAGE BY FIRE OR OTHER CAUSE.................................... 21\nARTICLE 11  ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.......................... 23\nARTICLE 12  CERTIFICATE OF OCCUPANCY......................................... 29\nARTICLE 13  ADJACENT EXCAVATION SHORING...................................... 29\nARTICLE 14  CONDEMNATION..................................................... 29\nARTICLE 15  ACCESS TO DEMISED PREMISES; CHANGES.............................. 31\nARTICLE 16  CONDITIONS OF LIMITATION......................................... 32\nARTICLE 17  RE-ENTRY BY LANDLORD, INJUNCTION................................. 34\nARTICLE 18  DAMAGES ......................................................... 35\nARTICLE 19  LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS................. 36\nARTICLE 20  QUIET ENJOYMENT.................................................. 37\nARTICLE 21  SERVICES AND EQUIPMENT........................................... 37\nARTICLE 22  DEFINITIONS...................................................... 39\nARTICLE 23  INVALIDITY OF ANY PROVISION...................................... 40\nARTICLE 24  BROKERAGE........................................................ 40\nARTICLE 25  SUBORDINATION.................................................... 41\nARTICLE 26  CERTIFICATES OF LANDLORD TENANT.................................. 42\nARTICLE 27  LEGAL PROCEEDINGS WAIVER OF JURY TRIAL........................... 43\nARTICLE 28  SURRENDER OF PREMISES............................................ 43\nARTICLE 29  RULES AND REGULATIONS............................................ 44\nARTICLE 30  CONSENTS AND APPROVALS........................................... 44\nARTICLE 31  NOTICES ......................................................... 45\nARTICLE 32  NO WAIVER........................................................ 45\nARTICLE 33  CAPTIONS......................................................... 46\nARTICLE 34  INABILITY TO PERFORM............................................. 46\nARTICLE 35  NO REPRESENTATIONS BY LANDLORD................................... 47\nARTICLE 36  NAME OF BUILDING................................................. 47\nARTICLE 37  RESTRICTIONS UPON USE............................................ 47\nARTICLE 38  ARBITRATION...................................................... 48\nARTICLE 39  INDEMNITY........................................................ 48\nARTICLE 40  MEMORANDUM OF LEASE.............................................. 48\n\n\n                                       i\n\n\n\nARTICLE 41  SECURITY......................................................... 49\nARTICLE 42  MISCELLANEOUS.................................................... 51\nARTICLE 43  RIGHT OF FIRST REFUSAL........................................... 52\nARTICLE 44  WORK CREDIT...................................................... 57\n\nSCHEDULES\n\nA       Floor Plan\nB       Rules and Regulations\nC       First Refusal Space\n\n\n                                       ii\n\n\n\n          AGREEMENT OF LEASE made as of this 30th day of April, 1998 between\n38-32 ASSOCIATES, a New York limited partnership, having an office at c\/o Edward\nS. Gordon Co., Inc., 200 Park Avenue, New York, New York 10166 (hereinafter\nreferred to as \"Landlord\") and 24\/7 MEDIA, INC., a Delaware corporation, having\nan address at 1290 Avenue of the Americas, 7th Floor, New York, New York 10104\n(hereinafter referred to as \"Tenant\").\n\n\n                              W I T N E S S E T H :\n\n\n          Landlord hereby leases and Tenant hereby hires from Landlord, in the\nbuilding (hereinafter referred to as the \"Building\") known as 1250 Broadway, New\nYork, New York, the following space: the entire twenty seventh (27th) floor as\nshown hatched on the plan annexed hereto as Schedule A (which space is\nhereinafter referred to as \"the demised premises\"); for a term of approximately\nfive (5) years and five (5) months, to commence on a date (hereinafter referred\nto as the \"Commencement Date\") which shall be either (i) May 1, 1998 (subject to\npostponement of such specific date as hereinafter set forth) or (ii) the date\nTenant or anyone claiming under or through Tenant first occupies the demised\npremises for the conduct of its business, whichever occurs earlier and shall end\non September 30, 2003 (such date on which the term of the Lease expires is\nhereinafter referred to as the \"Expiration Date\") or until such term shall\nsooner cease and terminate as hereinafter provided.\n\n          The parties hereto, for themselves, their heirs, distributees,\nexecutors, administrators, legal representatives, trustees, successors and\nassigns, hereby covenant as follows:\n\n\n                                    ARTICLE 1\n\n                                      RENT\n\n          1.01.     Tenant shall pay to Landlord a fixed annual rent\n(hereinafter referred to as \"fixed annual rent\") at the annual rate of THREE\nHUNDRED EIGHTY ONE THOUSAND THREE HUNDRED SEVENTY FIVE AND 00\/100 ($381,375.00)\nDOLLARS.\n\n          Tenant agrees to pay the fixed annual rent in lawful money of the\nUnited States of America, in equal monthly installments in advance on the first\nday of each calendar month during said term, at the office of Landlord or such\nother place\n\n\n\n\nin the United States of America as Landlord may designate, without any setoff or\ndeduction whatsoever, except such deduction as may be occasioned by the\noccurrence of any event permitting or requiring a deduction from or abatement of\nrent as specifically set forth in this Lease. Should the obligation to pay fixed\nannual rent commence on any day other than on the first day of a month, or end\non a date other than the last day of the month, then the fixed annual rent for\nsuch month shall be prorated on a per diem basis.\n\n          The first month's installment of fixed annual rent due under this\nLease shall be paid by Tenant upon the execution of this Lease.\n\n          1.02.     Tenant shall pay the fixed annual rent and additional rent\nas above and as hereinafter provided, by good and sufficient check (subject to\ncollection) drawn on a New York City bank. All sums other than fixed annual rent\npayable by Tenant hereunder shall be deemed additional rent (for default in the\npayment of which Landlord shall have the same remedies as for a default in the\npayment of fixed annual rent), and shall be payable twenty (20) days after\ndemand, unless other payment dates are hereinafter provided.\n\n          1.03.     If Tenant shall fail to pay when due any installment of\nfixed annual rent or any payment of additional rent for a period of nine (9)\ndays after such installment or payment shall have become due, Tenant shall pay\ninterest thereon at the Interest Rate (as such term is defined in Article 22\nhereof), from the date when such installment or payment shall have become due to\nthe date of the payment thereof, and such interest shall be deemed additional\nrent.\n\n          1.04.     If any of the fixed annual rent or additional rent payable\nunder the terms and provisions of this Lease shall be or become uncollectible,\nreduced or required to be refunded because of any Legal Requirement (as such\nterm is defined in Article 22 hereof) Tenant shall enter into such agreement(s)\nand take such other steps (without additional expense to Tenant) as Landlord may\nrequest and as may be legally permissible to permit Landlord to collect the\nmaximum rents which from time to time during the continuance of such legal rent\nrestriction may be legally permissible (and not in excess of the amounts\nreserved therefor under this Lease). Upon the termination of such legal rent\nrestriction, (a) the rents shall become and thereafter be payable in accordance\nwith the amounts reserved herein for the periods following such termination and\n(b) Tenant shall pay to Landlord, to the maximum extent legally permissible, an\namount \n\n\n                                       2\n\n\n\nequal to (i) the rents which would have been paid pursuant to this Lease but for\nsuch legal rent restriction less (ii) the rents paid by Tenant during the period\nsuch legal rent restriction was in effect.\n\n          1.05.     Notwithstanding anything in subsection 1.01 to the contrary,\nand provided that Tenant is not in default under any of the monetary terms,\ncovenants or provisions of this Lease beyond any applicable notice and grace\nperiods, the monthly installments of fixed annual rent (but not the portion\nthereof constituting the ERIF) payable by Tenant hereunder shall be abated\nduring the period commencing on the Commencement Date and ending of September\n30, 1998. The day following the expiration of the foregoing rent abatement\nperiod (ie., October 1, 1998) is hereinafter sometimes referred to as the \"Rent\nCommencement Date\".\n\n\n                                    ARTICLE 2\n\n                       PREPARATION OF THE DEMISED PREMISES\n\n          2.01.     Tenant has examined the demised premises and, subject to the\nprovisions of Article 7 of this Lease, agrees to accept the same in their\ncondition and state of repair existing as of the date hereof subject to normal\nwear and tear and to the removal therefrom of the property of the existing\ntenant or occupant thereof, if any, and understands and agrees that Landlord\nshall not be required to perform any work, supply any materials or incur any\nexpense to prepare the demised premises for Tenant's occupancy.\n\n          2.02.     If the Commencement Date is other than the specific date\nhereinabove set forth, then Tenant shall at Landlord's request, execute a\nwritten agreement confirming the Commencement Date. Any failure of the parties\nto execute such written agreement shall not affect the validity of the\nCommencement Date as fixed and determined by Landlord as aforesaid.\n\n\n                                    ARTICLE 3\n\n                               ADJUSTMENTS OF RENT\n\n          3.01.     For the purposes of this Article 3, the following\ndefinitions shall apply:\n\n\n                                       3\n\n\n\n               (a)  The term \"Base Tax\" shall be deemed to mean the Taxes for\nthe Tax Year commencing July 1, 1998.\n\n               (b)  The term \"Tenant's Tax Proportionate Share\" shall be deemed\nto mean 2.18 (2.18%) percent.\n\n               (c)  The term \"Taxes\" shall mean all real estate taxes,\nassessments, governmental levies, business improvement district charges and\nassessments, municipal taxes, county taxes or any other governmental charge,\ngeneral or special, ordinary or extraordinary, unforeseen as well as foreseen,\nof any kind or nature whatsoever, which are or may be assessed, levied or\nimposed upon all or any part of the Land, the Building and the sidewalks, plazas\nor streets in front of or adjacent thereto, including any tax, excise or fee\nmeasured by or payable with respect to any rent, and levied against Landlord\nand\/or the Land and\/or Building, under the laws of the United States, the State\nof New York, or any political subdivision thereof. If, due to a future change in\nthe method of taxation or in the taxing authority, a new or additional real\nestate tax, or a franchise, income, transit, profit or other tax or governmental\nimposition, however designated, shall be levied against Landlord, and\/or the\nLand and\/or Building, in addition to, or in substitution in whole or in part for\nany tax which would constitute \"Taxes\", or in lieu of additional Taxes, such tax\nor imposition shall be deemed for the purposes hereof to be included within the\nterm \"Taxes\". Except as provided in the preceding sentence, Tenant shall not be\nresponsible to pay any gross receipts taxes, franchise taxes, capital stock\ntaxes, inheritance, estate, succession, transfer, gift or other tax which is\nmeasured in any manner by income or profit of Landlord.\n\n               (d)  The term \"Tax Year\" shall mean each period of twelve months,\ncommencing on the first day of July of each such period, in which occurs any\npart of the term of this Lease or such other period of twelve months occurring\nduring the term of this Lease as hereafter may be duly adopted as the fiscal\nyear for real estate tax purposes of the City of New York.\n\n               (e)  The term \"Operating Year\" shall mean the full calendar year\nafter 1998 in which the term of this Lease commences and each succeeding\ncalendar year thereafter.\n\n               (f)  The term \"Base Year\" shall mean the calendar year 1998.\n\n\n                                       4\n\n\n\n               (g)  \"Operating Expenses\" shall mean the total of all the costs\nand expenses incurred or borne by Landlord in connection with the operation and\nmaintenance of the Building, and the services provided tenants therein,\nincluding all expenses incurred as a result of Landlord's compliance with any of\nits obligations hereunder. Operating Expenses shall include, without being\nlimited thereto, the following: (i) salaries, wages, medical, surgical and\ngeneral welfare benefits (including group life insurance) and pension payments\nof employees of the managing agent for the Building (or, in the event of a\nsuccessor Landlord or a change in the management practices of Landlord, the\nemployees of such managing agent or Landlord) engaged in the operation and\nmaintenance of the Building; (ii) payroll taxes, workmen's compensation,\nuniforms and dry cleaning for the employees referred to in subdivision (i);\n(iii) the cost of all charges for steam, heat, ventilation, air-conditioning and\nwater (including water and sewer rentals) furnished to the Building, (including\nthe Building including common areas thereof), together with any taxes on any\nsuch utilities; (iv) the cost of all charges for rent, casualty, war risk (if\nobtainable from the United States government), liability and other types of\ninsurance; (v) the cost of all building and cleaning supplies and charges for\ntelephone for the Building and cleaning of the Building, including common areas;\n(vi) the cost of all charges for management, cleaning and service contracts for\nany areas of the Building; (vii) the cost of Building electric current (for the\npurposes of this clause (vii), the cost of Building electric current shall be\ndeemed to mean the cost of all electricity purchased, including any taxes\nthereon or fuel or other adjustments in connection therewith, for use in the\nBuilding other than that which is furnished to the demised space of other\ntenants in the Building; the parties agree that fifty (50%) percent of the\nBuilding's payment to the public utility for the purchase of electricity shall\nbe deemed to be payment for Building electric current); (viii) the cost relating\nto the elevators and escalators; (ix) the cost relating to protection and\nsecurity; (x) the cost relating to lobby decorations and interior and exterior\nlandscape maintenance; (xi) repairs, replacements and improvements performed\nafter the Base Year which are appropriate for the continued operation of the\nBuilding as a first class office building; (xii) painting of non-tenanted areas;\n(xiii) professional and consulting fees; (xiv) association fees or dues and (xv)\nthe cost of capital expenditures made to the Building by reason of the laws and\nrequirements of any public authorities or the requirements of insurance bodies\nwhich is incurred after the Base Year. The term \"Operating Expenses\", as used\nand defined under this Subsection (g), shall not, however, include the following\nitems: (1) interest on and amortization of \n\n\n                                       5\n\n\n\nany mortgages encumbering the Land or the Building; (2) the cost of tenant\nimprovements made for new tenant(s) of the Building; (3) brokerage commissions;\n(4) financing or refinancing costs; (5) Taxes; and (6) salaries and fringe\nbenefits for officers, employees and executives above the grade of building\nmanager; (7) all leasing and brokerage commissions, takeover obligations and\nfees with respect to procuring tenants to rent space in the Building; (8)\nsalaries, the value of fringe benefits and compensation benefits of personnel\nabove the grade of building manager; (9) legal, arbitration, space planners,\naccounting and other professional fees incurred in connection with any\npreparation of, negotiation of, or dispute arising out of, any space lease,\nlease amendments, lease terminations and lease extensions, in the Building or in\nenforcing lease obligations (other than those which are common to substantially\nall tenants and which relate to the management and operation of the Building),\nincluding, without limitation, court costs; (10) the costs of any additions to\nthe Building which increase the leasable space thereof; (11) expenses incurred\nby Landlord in connection with the transfer or disposition of the Land or\nBuilding or any superior lease, including, without limitation, transfer, deed\nand gains taxes and legal and accounting fees incurred in connection therewith;\n(12) interest or penalties incurred by Landlord for late payment by Landlord;\n(13) the costs of performing work or furnishing services to or for any tenant,\nother than Tenant, at Landlord's expense to the extent that such work or service\nis in excess of the work or services generally provided to tenants of the\nBuilding at Landlord's expense; (14) cost of overtime HVAC for other tenants of\nthe Building; (15) the cost of any excess insurance premium to the extent that\nLandlord is entitled to be reimbursed therefor by Tenant or any other tenant of\nthe Building other than pursuant to this Article or provisions in any such\nTenant's lease similar to this Article; (16) bad debt loss, rent loss or reserve\nfor either; (17) cost to acquire, lease or restore sculptures, paintings or\nother objects of art located within or outside the Building; (18) costs, fines,\ninterest or penalties incurred by Landlord due to violations of any applicable\ngovernmental law, requirement or order except to the extent the same shall be\ndue to the act or omission of Tenant, Tenant's agents, employees, invitees of\nlicensees; (19) costs associated with the operation of the business entity which\nconstitutes Landlord as the same is distinguished from the costs of operation of\nthe Building; (20) costs of financing, refinancing, mortgaging, selling,\nsyndicating or hypothecating Landlord's interest in the Building, including,\nwithout limitation, legal and accounting fees in connection therewith; (21) the\nvalue of lost income to Landlord of any office space in the Building which is\nutilized for the management of \n\n\n                                       6\n\n\n\nthe Building; (22) costs incurred in connection with services or utilities\nfurnished to any retail space in the Building; (23) costs, including, without\nlimitation, attorney's fees and disbursements in connection with any judgment,\nsettlement or arbitration award incurred by Landlord that result from Landlord's\ntortious or willful misconduct; (24) any compensation paid to clerks, attendants\nor other person in commercial concessions operated by Landlord; (25) costs\nincurred in connection with the acquisition or sale of air rights, transferable\ndevelopment rights easements of other real property interests which do not\ndirectly or indirectly benefit the tenants of the Building.\n\n          If Landlord shall purchase any item of capital equipment or make any\ncapital expenditure designed to result in savings or reductions in Operating\nExpenses, then the cost thereof shall be included in Operating Expenses. The\ncosts of capital equipment or capital expenditures are so to be included in\nOperating Expenses for the Operating Year in which the costs are incurred and\nsubsequent Operating Years, on a straight line basis, to the extent that such\nitems are amortized over such period of time as reasonably can be estimated as\nthe time in which such savings or reductions in Operating Expenses are expected\nto equal Landlord's costs for such capital equipment or capital expenditure,\nwith an interest factor equal to the Interest Rate at the time of Landlord's\nhaving incurred said costs. If Landlord shall lease any such item of capital\nequipment designed to result in savings or reductions in Operating Expenses,\nthen the rentals and other costs paid or incurred in connection with such\nleasing shall be included in Operating Expenses for the Operating Year in which\nthey were incurred.\n\n          If during all or part of any Operating Year, including the Base Year,\nLandlord shall not furnish any particular item(s) of work or service (which\nwould constitute an Operating Expense hereunder) to portions of the Building\n(including without limitation the demised premises) due to the fact that such\nportions are not occupied or leased, or because such item of work or service\nwhich is otherwise offered on a building-wide basis is not required or desired\nby the tenant (including without limitation Tenant) or such portion, or such\ntenant is itself obtaining and providing such item of work of service, or for\nany other reasons, then, for the purposes of computing the additional rent\npayable hereunder pursuant to paragraphs A and B of Section 3.02 hereof, the\namount of the expenses for such item(s) for such period shall be deemed to be\nincreased by an amount equal to the additional operating and maintenance\nexpenses which would \n\n\n                                       7\n\n\n\nreasonably have been incurred during such period by Landlord if it had at its\nown expense furnished such item(s) of work or services to such portion of the\nBuilding.\n\n               (h)  The term \"Tenant's Proportionate Share\" shall be deemed to\nmean 2.25 (2.25%) percent.\n\n               (i)  \"Tenant's Proportionate Share of Increase\" shall mean the\npercentage set forth in Section 3.01(h) multiplied by the increase in Operating\nExpenses for an Operating Year over Operating Expenses in the Base Year.\n\n               (j)  \"Tenant's Projected Share of Increase\" shall mean Tenant's\nProportionate Share of Increase for the prior Operating Year and the reasonably\nestimated increase in costs for the current Operating Year divided by twelve\n(12) and payable monthly by Tenant to Landlord as additional rent. If, however,\nLandlord shall furnish any such estimate for an Operating Year subsequent to the\ncommencement thereof, then (a) until the first day of the month following the\nmonth in which such estimate is furnished to Tenant, Tenant shall pay to\nLandlord on the first day of each month an amount equal to the monthly sum\npayable by Tenant to Landlord under this Section in respect of the last month of\nthe preceding Operating Year; (b) promptly after such estimate is furnished to\nTenant, Landlord shall give notice to Tenant stating whether the installments of\nTenant's Projected Share of Increase previously made for such Operating Year\nwere greater or less than the installments of Tenant's Projected Share of\nIncrease to be made for such Operating Year in accordance with such estimate,\nand (i) if there shall be a deficiency, Tenant shall pay the amount thereof\nwithin twenty (20) days after demand therefor, or (ii) if there shall have been\nan overpayment, Landlord shall promptly either refund to Tenant the amount\nthereof or permit Tenant to credit the amount thereof against subsequent\npayments under this Lease; and (c) on the first day of the month following the\nmonth in which such estimate is furnished to Tenant, and monthly thereafter\nthroughout the remainder of such Operating Year, Tenant shall pay to Landlord an\namount equal to Tenant's Projected Share of Increase as shown on such estimate.\n\n               (k)  The term \"Escalation Statement\" shall mean a statement\nsetting forth the amount payable by Tenant for a specified Tax Year or Operating\nYear (as the case may be) pursuant to this Article 3.\n\n          3.02.     A.   After the expiration of the Base Year and any Operating\nYear, Landlord shall furnish Tenant an \n\n\n                                       8\n\n\n\nEscalation Statement setting forth Tenant's Proportionate Share of Increase,\nwith respect to the Operating Expenses incurred for such Base Year or Operating\nYear. Within thirty (30) days after receipt of such Escalation Statement for any\nOperating Year, Tenant shall pay Tenant's Proportionate Share of Increase to\nLandlord as additional rent.\n\n                    B.   Commencing with the first Operating Year for which\nLandlord shall be entitled to receive Tenant's Proportionate Share of Increase,\nTenant shall pay to Landlord as additional rent for the then Operating Year,\nTenant's Projected Share of Increase. If the Escalation Statement furnished by\nLandlord to Tenant pursuant to Section 3.02 (A) above at the end of the then\nOperating Year shall indicate that Tenant's Projected Share of Increase exceeded\nTenant's Proportionate Share of Increase, Landlord shall forthwith either (i)\npay the amount of excess directly to Tenant concurrently with the notice or (ii)\npermit Tenant to credit the amount of such excess against the subsequent\npayments of rent due hereunder; if such statement furnished by Landlord to\nTenant hereunder shall indicate that Tenant's Proportionate Share of Increase\nexceeded Tenant's Projected Share of Increase for the then Operating Year,\nTenant shall forthwith pay the amount of such excess to Landlord.\n\n          3.03.     A.   Tenant shall pay as additional rent for each Tax Year a\nsum (hereinafter referred to as \"Tenant's Tax Payment\") equal to Tenant's Tax\nProportionate Share of the amount by which the Taxes for such Tax Year exceed\nthe Base Tax. Tenant's Tax Payment for each Tax Year shall be due and payable in\ntwo (2) equal installments, in advance, on the first day of each June and\nDecember during each Tax Year, based upon the Escalation Statement furnished\nprior to the commencement of such Tax Year, until such time as a new Escalation\nStatement for a subsequent Tax Year shall become effective. If an Escalation\nStatement is furnished to Tenant after the commencement of a Tax Year in respect\nof which such Escalation Statement is rendered, Tenant shall, within fifteen\n(15) days thereafter, pay to Landlord an amount equal to the amount of any\nunderpayment of Tenant's Tax Payment with respect to such Tax Year and, in the\nevent of an overpayment, Landlord shall permit Tenant to credit against\nsubsequent payments under this Lease the amount of Tenant's overpayment. If\nthere shall be any increase in Taxes for any Tax Year, whether during or after\nsuch Tax Year, Landlord shall furnish a revised Escalation Statement for such\nTax Year, and Tenant's Tax Payment for such Tax Year shall be adjusted and paid\nsubstantially in the same manner as provided in the preceding sentence. If\nduring the term of this Lease, taxes are required to be paid (either to the\nappropriate taxing authorities \n\n\n                                       9\n\n\n\nor as tax escrow payments to a superior mortgagee) in full or in monthly,\nquarterly, or other installments, on any other date or dates than as presently\nrequired, then at Landlord's option, Tenant's Tax Payments shall be\ncorrespondingly accelerated or revised so that said Tenant's Tax Payments are\ndue at least 30 days prior to the date payments are due to the taxing\nauthorities or the superior mortgagee (but not less than twenty (20) days after\nthe Escalation Statement from Landlord is received by Tenant). The benefit of\nany discount for any early payment or prepayment of Taxes shall accrue solely to\nthe benefit of Landlord and such discount shall not be subtracted from Taxes.\nNotwithstanding the foregoing, in the event Landlord fails to deliver an\nEscalation Statement for any period within two (2) years after the end of the\nperiod as to which such Escalation Statement would have related, Landlord shall\nbe deemed to have waived the payment of any theretofore unpaid additional rent\nas to which such Escalation Statement would have related.\n\n                    B.   If the real estate tax fiscal year of The City of New\nYork shall be changed during the term of this Lease, any Taxes for such fiscal\nyear, a part of which is included within a particular Tax Year and a part of\nwhich is not so included, shall be apportioned on the basis of the number of\ndays in such fiscal year included in the particular Tax Year for the purpose of\nmaking the computations under this Section 3.03.\n\n                    C.   If Landlord shall receive a refund of Taxes for any Tax\nYear, Landlord shall permit Tenant to credit against subsequent payments under\nthis Lease, Tenant's Tax Proportionate Share of the refund (after deducting all\ncosts incurred by Landlord to obtain such refund which have not been previously\nrecovered); but not to exceed Tenant's Tax Payment paid for such Tax Year.\n\n                    D.   If the Base Tax is reduced as a result of a certiorari\nproceeding or otherwise Landlord shall adjust the amounts previously paid by\nTenant pursuant to the provisions of Section 3.03 hereof, and Tenant shall pay\nthe amount of said adjustment within thirty (30) days after demand setting forth\nthe amount of said adjustment.\n\n          3.04.     Tenant shall pay to the appropriate taxing authority\noccupancy tax on all rental subject thereto (including occupancy tax on prepaid\nrent paid pursuant to Section 1.01 hereof). Tenant shall pay to Landlord upon\ndemand, as additional rent, any occupancy tax or rent tax now in effect or\nhereafter enacted with respect to the rent payable hereunder, if payable by\n\n\n                                       10\n\n\n\nLandlord in the first instance or hereafter required to be paid by Landlord.\n\n          3.05.     In the event that the Commencement Date shall be other than\nthe first day of a Tax Year or an Operating Year or the date of the expiration\nor other termination of this Lease shall be a day other than the last day of a\nTax Year or an Operating Year, then in such event in applying the provisions of\nthis Article 3 with respect to any Tax Year or Operating Year in which such\nevent shall have occurred, appropriate adjustments shall be made to reflect the\noccurrence of such event on a basis consistent with the principles underlying\nthe provisions of this Article 3 taking into consideration the portion of such\nTax Year or Operating Year which shall have elapsed after the term hereof\ncommences in the case of the Commencement Date, and prior to the date of such\nexpiration or termination in the case of the Expiration Date or other\ntermination.\n\n          3.06.     Payments shall be made pursuant to this Article 3\nnotwithstanding the fact that an Escalation Statement is furnished to Tenant\nafter the expiration of the term of this Lease.\n\n          3.07.     In no event shall the fixed annual rent ever be reduced by\noperation of this Article 3 and the rights and obligations of Landlord and\nTenant under the provisions of this Article 3 with respect to any additional\nrent shall survive the termination of this Lease.\n\n          3.08.     Landlord's failure to render an Escalation Statement with\nrespect to any Tax Year or Operating Year shall not prejudice Landlord's right\nto thereafter render an Escalation Statement with respect thereto or with\nrespect to any subsequent Tax Year or Operating Year.\n\n          3.09.     Each Escalation Statement shall be conclusive and binding\nupon Tenant unless within one hundred eighty (180) days after receipt of such\nEscalation Statement Tenant shall notify Landlord that it disputes the\ncorrectness of such Escalation Statement, specifying the particular respects in\nwhich such Escalation Statement is claimed to be incorrect. Any dispute relating\nto any Escalation Statement, not resolved within ninety (90) days after the\ngiving of such Escalation Statement, may be submitted to arbitration by either\nparty pursuant to Article 38 hereof. Pending the determination of such dispute,\nTenant shall pay additional rent in accordance with the Escalation Statement\nthat Tenant is disputing, without prejudice to Tenant's position.\n\n\n                                       11\n\n\n          3.10.     Tenant, upon no less than five (5) days prior notice, may\nelect to have Tenant's designated certified public accountant examine such of\nLandlord's books and records (collectively, the \"Records\") that are directly\nrelevant to the Escalation Statement in questions, provided any such examination\nshall be commenced within ninety (90) days after Tenant's receipt of an\nEscalation Statement and concluded within thirty (30) days after the\ncommencement of such examination. In making such examination, Tenant agrees, and\nshall cause its designated certified public accountant to agree, to keep\nconfidential any and all information contained in the Records.\n\n          3.11.     If Landlord shall pay or incur any costs or expenses in\ncontesting any Taxes for any Tax Year (other than any such year for which such\nTaxes comprise all or part of the Base Tax) or in connection with any challenge\nto the assessed valuation of all or part of the Building or the parcel of land\non which the Building is constructed (the \"Land\") or otherwise in connection\nwith any endeavor to lower the Taxes for any Tax Year (other than any such year\nfor which such Taxes comprise all or part of the Base Tax) then, within twenty\n(20) days after request by Landlord, Tenant shall pay to Landlord Tenant's Tax\nProportionate Share of the aggregate amounts of such costs and expenses so paid\nor incurred by Landlord.\n\n\n                                    ARTICLE 4\n\n                                   ELECTRICITY\n\n          4.01.     Landlord shall furnish to Tenant the electric energy which\nTenant requires in the demised premises, in an amount up to six (6) watts per\nsquare foot, on a \"rent inclusion\" basis, through the presently installed\nelectrical facilities for Tenant's reasonable use in the demised premises for\nlighting, light office equipment and the usual small business machines,\nincluding Xerox or other copying machines. Subject to the following provisions\nof this Article 4, there shall be no charge to Tenant therefor by way of\nmeasuring the same on any meter or otherwise, electric current being included as\nan additional service in the fixed annual rent payable hereunder. Landlord shall\nnot in anywise be liable or responsible to Tenant for any loss or damage or\nexpense which Tenant may sustain or incur if either the quantity or character of\nelectric service is changed or is no longer available or suitable for Tenant's\nrequirements.\n\n\n                                       12\n\n\n\n          4.02.     (a)  Tenant acknowledges and agrees (i) that the fixed\nannual rent hereinabove set forth in this Lease includes an Electricity Rent\nInclusion Factor (as hereinafter defined), of THIRTY SEVEN THOUSAND ONE HUNDRED\nTWENTY FIVE AND 00\/100 ($37,125.00) DOLLARS to compensate Landlord for the\nelectrical wiring and other installations necessary for, and for its obtaining\nand redistribution of, electric current as an additional service; and (ii) that\nsaid Electricity Rent Inclusion Factor (hereinafter called \"ERIF\"), which shall\nbe subject to periodic adjustments as herein provided, has been partially based\nupon Tenant's estimated connected electrical load and hours of use thereof for\nordinary lighting and light office equipment, during ordinary business hours.\nThe \"Electricity Rent Inclusion Factor\" shall mean the amount determined by\napplying the estimated connected electrical load and usage thereof in the\ndemised premises (as determined by the electrical consultant as hereinafter\nprovided) to the rate charged for such load and usage in the service\nclassification in effect on January 1, 1998, pursuant to which Landlord then\npurchased electric current for the entire Building from the public utility\ncorporation. If the cost to Landlord of electricity shall have been, or shall\nbe, increased subsequent to January 1, 1998 (whether such increase occurs prior\nto or during the term of this Lease), by change in Landlord's electric rates,\ncharges, fuel adjustment, or service classifications, or by taxes or charges of\nany kind imposed thereon, or for any other such reason, then the aforesaid ERIF\nportion of the fixed annual rent shall be increased in the same percentage and\nthe fixed annual rent provided herein shall be increased accordingly.\n\n                    (b)  Any such percentage increase in Landlord's cost due to\nchange in Landlord's electric rates, charges, etc., shall be computed by the\napplication of the average consumption (energy and demand) of electricity for\nthe entire Building for the twelve (12) full months immediately prior to the\nrate change, other change in cost, or any changed methods of or rules on billing\nfor same, on a consistent basis to the new rate and\/or service classifications\nand to the immediately prior existing rate and\/or service classifications. If\nthe average consumption of electricity for the entire Building for said prior\ntwelve (12) full months cannot reasonably be applied and used with respect to\nchanged methods of or rules on billing, then the percentage increase shall be\ncomputed by the use of the average consumption (energy and demand) for the\nentire Building for the first three (3) months under such changed methods of or\nrules on billing, projected to a full twelve (12) months; and that same\nconsumption, so projected, shall be applied to the rate and\/or service\nclassifications which existed immediately prior to the \n\n\n                                       13\n\n\n\nchanged methods of or rules on billing. The parties acknowledge that they\nunderstand that it is anticipated that existing electric rates, charges, etc.,\nmay be changed by virtue of time of day rates or other methods of billing, and\nthat the foregoing reference to changes in methods of or rules on billing is\nintended to include any such change. The parties agree that a reputable,\nindependent electrical consultant, selected by Landlord (\"Landlord's electrical\nconsultant\") and paid equally by Landlord shall determine the percentage for the\nchanges in the ERIF based on changes in Landlord's electric rates, charges, etc.\n\n          4.03.     (a)  The parties agree that Landlord's electrical consultant\nmay from time to time make surveys in the demised premises covering the\nelectrical equipment and fixtures and use of current therein, and the connected\nelectrical load and usage portion of the ERIF shall be changed in accordance\nwith such survey, and the ERIF automatically redetermined, accordingly, by\nLandlord's electrical consultant. The fixed annual rent shall be appropriately\nadjusted effective as of the date of any such change in connected load and\nusage, as disclosed by said survey. In no event, is the originally specified\nERIF portion of the fixed annual rent (as adjusted by any electricity cost\nincreases of Landlord after January 1, 1998) to be reduced.\n\n                    (b)  The determination of change in the ERIF by Landlord's\nconsultant shall be binding and conclusive on Landlord and on Tenant from and\nafter the delivery of copies of such determination to Landlord and Tenant,\nunless within forty five (45) days after the delivery of such copies, Tenant\ndisputes such determination. If Tenant disputes the determination, it shall, at\nits own expense, obtain from a reputable, independent electrical consultant its\nown survey of Tenant's electrical lighting and power load and hours of use\nthereof, and a determination of such change in the ERIF in accordance with the\nprovisions of this Article 4. Tenant's consultant and Landlord's consultant then\nshall seek to agree on a finding of such determination of such change in the\nERIF. If they cannot agree, they shall choose a third reputable electrical\nconsultant whose cost shall be shared equally by Landlord and Tenant, to make a\nsimilar survey, and the determination of such ERIF change by such third\nelectrical consultant shall be controlling. (If they cannot agree on such third\nconsultant, within ten (10) days, then either party may apply to the Supreme\nCourt in the County of New York for the appointment of such third consultant.)\nHowever, pending such determination, Tenant shall pay to Landlord the amount of\nERIF as determined by Landlord's independent electrical consulting firm,\nprovided, however, if the amount of ERIF determined as aforesaid is different\nfrom that determined by \n\n\n                                       14\n\n\n\nLandlord's electrical consulting firm, then Landlord and Tenant shall make\nadjustment for any deficiency owed by Tenant or overage paid by Tenant pursuant\nto the decision of Landlord's electrical consulting firm.\n\n          4.04.     Landlord reserves the right to discontinue furnishing\nelectric energy to Tenant at any time upon sixty (60) days' written notice to\nTenant, provided Landlord previously or contemporaneously terminates the\nelectrical service to no less than seventy five (75%) percent of the tenants of\nthe Building, and from and after the effective date of such termination,\nLandlord shall no longer be obligated to furnish Tenant with electric energy,\nprovided, however, that such termination date may be extended for a time\nreasonably necessary for Tenant to make arrangements to obtain electric service\ndirectly from the public utility company servicing the Building. If Landlord\nexercises such right of termination, this Lease shall remain unaffected thereby\nand shall continue in full force and effect; and thereafter Tenant shall\ndiligently arrange to obtain electric service directly from the public utility\ncompany servicing the Building, and may utilize the then existing electric\nfeeders, risers and wiring serving the demised premises to the extent available\nand safely capable of being used for such purpose and only to the extent of\nTenant's then authorized connected load. Landlord shall be obligated to pay no\npart of any cost required for Tenant's direct electric service. Notwithstanding\nthe foregoing, in the event such discontinuance is required by any statute,\nmunicipal law, regulatory agency or the electric utility then servicing the\nBuilding, Tenant shall pay all costs and expenses incurred in connecting to and\nobtaining electrical service from the electric utility servicing the Building.\nIf the discontinuance, however, shall be due solely to Landlord's decision to\ndiscontinue service, Landlord shall pay all reasonable costs necessary to\ndirectly connect Tenant to an electric utility servicing the Building.\nCommencing with the date when Tenant receives such direct service, and as long\nas Tenant shall continue to receive such service, the fixed annual rent payable\nunder this Lease shall be reduced to $344,250.00 per annum. The foregoing\nassumes that the fixed annual rent originally set forth in this Lease has not\nbeen increased or reduced pursuant to any of the provisions of this Lease other\nthan this Article 4. Should said original fixed annual rent be increased or\nreduced by any of the provisions of this Lease other than this Article 4, then\nthe amount set forth above shall be increased or reduced by amounts equal to\nsuch increases or reductions.\n\n          4.05.     Tenant agrees not to connect any additional electrical\nequipment of any type to the Building electric distribution system, other than\nlamps, typewriters and other small office machines which consume comparable\namounts of electricity, without the Landlord's prior written consent, which\nconsent shall not be unreasonably withheld. Any additional risers, feeders, or\nother equipment proper or necessary to supply Tenant's electrical requirements,\nupon \n\n\n                                       15\n\n\n\nwritten request of Tenant, will be installed by Landlord, at the sole cost and\nexpense of Tenant, if, in Landlord's sole judgment, the same are necessary and\nwill not cause permanent damage or injury to the Building or the demised\npremises, or cause or create a dangerous or hazardous condition or entail\nexcessive or unreasonable alterations, repair or expense or interfere with or\ndisturb other tenants or occupants.\n\n          4.06.     In no event shall the fixed annual rent under this Lease be\nreduced below the amount provided in Section 1.01 hereof by virtue of this\nArticle 4 except as set forth in Section 4.04 hereof.\n\n                                    ARTICLE 5\n\n                                       USE\n\n          5.01.     The demised premises shall be used solely as and for\nexecutive and general offices, and for no other purpose.\n\n          5.02.     Tenant shall not use or permit the use of the demised\npremises or any part thereof in any way which would violate any of the\ncovenants, agreements, terms, provisions and conditions of this Lease or for any\nunlawful purposes or in any unlawful manner or in violation of the Certificate\nof Occupancy for the demised premises or the Building, and Tenant shall not\nsuffer or permit the demised premises or any part thereof to be used in any\nmanner or anything to be done therein or anything to be brought into or kept\ntherein which, in the reasonable judgment of Landlord, shall in any way impair\nthe character, reputation or appearance of the Building as a high quality office\nbuilding, impair or interfere with any of the Building services or the proper\nand economic heating, cleaning, air-conditioning or other servicing of the\nBuilding or the demised premises, or impair or interfere with the use of any of\nthe other areas of the Building by, or occasion discomfort, inconvenience or\nannoyance to, any of the other tenants or occupants of the Building. Tenant\nshall not install any electrical or other equipment of any kind which, in the\nreasonable judgment of Landlord, might cause any such impairment, interference,\ndiscomfort, inconvenience or annoyance.\n\n                                    ARTICLE 6\n\n                          ALTERATIONS AND INSTALLATIONS\n\n          6.01.     Tenant shall make no alterations, installations, additions\nor improvements in or to the demised premises without Landlord's prior written\nconsent which consent as to non-structural interior alterations which do not\nadversely affect Building systems shall not be unreasonably withheld or delayed\nand then only by contractors or mechanics first approved by Landlord which\napproval shall not be unreasonably withheld or delayed provided, however, that\nin connection with any alterations, installations or additions and improvement\nwhich will affect \n\n\n                                       16\n\n\n\nany Building systems, Tenant shall use contractors or mechanics chosen from a\nlist to be supplied by Landlord, said list to contain no less than three (3)\nfirms in each trade(\"Landlord's Approved List\"). All such work, alterations,\ninstallations, additions and improvements shall be done at Tenant's sole expense\nand at such times and in such manner as Landlord may from time to time\nreasonably designate. Prior to commencement of such work, Tenant shall obtain\nand deliver to Landlord written, unconditional waivers of mechanic's or other\nliens on the real property in which the demised premises are located, signed by\nall architects, engineers, contractors, mechanics and designers to become\ninvolved in such work. Tenant shall also provide at Landlord's request such\nfinancial security or proof of financial responsibility as Landlord shall\nreasonably require to guarantee completion of Tenant's work and payment of all\ncontractors and suppliers utilized in connection therewith.\n\n          Any Tenant's work in the demised premises shall be effected solely in\naccordance with plans and specifications first approved in writing by Landlord\nprovided Tenant need not prepare plans if same are not required to obtain a\nbuilding permit or are otherwise not required under applicable law. Tenant shall\nreimburse Landlord promptly upon demand for any actual out-of-pocket costs and\nexpenses incurred by Landlord in connection with Landlord's review of such\nTenant's plans and specifications. \n\n          Any such approved alterations and improvements shall be performed in\naccordance with the foregoing and the following provisions of this Article 6:\n\n          1.   All work shall be done in a good and workmanlike manner.\n\n          2.   (a)  In the event Tenant shall employ any contractor to do in the\ndemised premises any work permitted by this Lease, such contractor and any\nsubcontractor shall agree to employ only such labor as will not result in\njurisdictional disputes or strikes or result in causing disharmony with other\nworkers employed at the Building. Tenant will inform Landlord in writing of the\nnames of any contractor or subcontractor Tenant proposes to use in the demised\npremises at least ten (10) days prior to the beginning of work by such\ncontractor or subcontractor.\n\n               (b)  Tenant covenants and agrees to pay to contractor, as the\nwork progresses, the entire cost of supplying the materials and performing the\nwork shown on Tenant's approved plans and specifications.\n\n          3.   All such alterations shall be effected in compliance with all\napplicable laws, ordinances, rules and regulations of governmental bodies having\nor asserting jurisdiction in the demised premises and in accordance with\nLandlord's Rules and Regulations with respect to alterations.\n\n          4.   Tenant shall keep the Building and the demised premises free and\nclear of all liens for any work or material claimed to have been furnished to\nTenant or to the demised \n\n\n                                       17\n\n\n\npremises on Tenant's behalf, and all work to be performed by Tenant shall be\ndone in a manner which will not unreasonably interfere with or disturb other\ntenants or occupants of the Building.\n\n          5.   During the progress of the work to be done by Tenant, said work\nshall be subject to inspection by representatives of Landlord which shall be\npermitted access and the opportunity to inspect, at all reasonable times, but\nthis provision shall not in any way whatsoever create any obligation on Landlord\nto conduct such an inspection.\n\n          6.   With respect to alteration or improvement work costing more than\n$5,000, excluding Tenant's Work, Tenant agrees to pay to Landlord or its\nmanaging agent, as additional rent, promptly upon being billed therefor, a sum\nequal to ten (10%) percent of the cost of such work or alteration, for\nLandlord's indirect costs, field supervision and coordination in connection with\nsuch work. The provisions of the foregoing sentence shall not apply to the cost\nof painting, installation of wall and floor coverings and other similar purely\ndecorative changes.\n\n          7.   Prior to commencement of any work, Tenant shall furnish to\nLandlord certificates evidencing the existence of:\n\n               (i)  workmen's compensation insurance covering all persons\nemployed for such work; and\n\n               (ii) reasonable comprehensive general liability and property\ndamage insurance naming Landlord its managing agent, ground lessors, mortgagees\nand Tenant as additional insureds, with coverage of at least $3,000,000 single\nlimit.\n\nNotice is hereby given that Landlord shall not be liable for any labor or\nmaterials furnished or to be furnished to Tenant upon credit, and that no\nmechanic's or other lien for any such labor or materials shall attach to or\naffect the reversion or other estate or interest of Landlord in and to the\ndemised premises.\n\n          6.02.     Any mechanic's lien, filed against the demised premises or\nthe Building for work claimed to have been done for or materials claimed to have\nbeen furnished to Tenant shall be discharged by Tenant at its expense within\nthirty (30) days after notice to thereof, by payment, filing of the bond\nrequired by law or otherwise.\n\n          6.03.     All alterations, installations, additions and improvements\nmade and installed by Landlord, if any, shall be the property of Landlord and\nshall remain upon and be surrendered with the demised premises as a part thereof\nat the end of the term of this Lease.\n\n          6.04.     All alterations, installations, additions and improvements\nmade and installed by Tenant, or at Tenant's expense, upon or in the demised\npremises which are of a permanent nature and which cannot be removed without\ndamage to the demised premises or Building shall become and be the property of\nLandlord, and shall remain upon and be \n\n\n                                       18\n\n\n\nsurrendered with the demised premises as a part thereof at the end of the term\nof this Lease, except that Landlord shall have the right and privilege at any\ntime up to six (6) months prior to the expiration of the term of the Lease to\nserve notice upon Tenant that any of such alterations, installations, additions\nand improvements of a non-building standard nature such as vaults, stairways,\nbathrooms and other installations which are unusually difficult or costly to\nremove, shall be removed and, in the event of service of such notice, Tenant\nwill, at Tenant's own cost and expense, remove the same in accordance with such\nrequest, and restore the affected portions of the demised premises to their\noriginal condition, ordinary wear and tear and casualty excepted.\n\n          6.05.     Where furnished by or at the expense of Tenant all\nfurniture, furnishings and trade fixtures, including without limitation, murals,\nbusiness machines and equipment, counters, screens, grille work, special\npanelled doors, cages, partitions, metal railings, closets, panelling, lighting\nfixtures and equipment, drinking fountains, refrigeration and air-handling\nequipment, and any other movable property shall remain the property of Tenant\nwhich may at its option remove all or any part thereof at any time prior to the\nexpiration of the term of this Lease. In case Tenant shall decide not to remove\nany part of such property, Tenant shall notify Landlord in writing not less than\nthree (3) months prior to the expiration of the term of this Lease, specifying\nthe items of property which it has decided not to remove. If, within thirty (30)\ndays after the service of such notice, Landlord shall request Tenant to remove\nany of the said property, Tenant shall at its expense remove the same in\naccordance with such request. As to such property which Landlord does not\nrequest Tenant to remove, the same shall be, if left by Tenant, deemed abandoned\nby Tenant and thereupon the same shall become the property of Landlord. \n\n          6.06.     If any alterations, installations, additions, improvements\nor other property which Tenant shall have the right to remove or be requested by\nLandlord to remove as provided in Sections 6.04 and 6.05 hereof (herein in this\nSection 6.06 called the \"property\") are not removed on or prior to the\nexpiration of the term of this Lease, Landlord shall have the right to remove\nthe property and to dispose of the same without accountability to Tenant and at\nthe sole cost and expense of Tenant. In case of any damage to the demised\npremises or the Building resulting from the removal of the property Tenant shall\nrepair such damage or, in default thereof, shall reimburse Landlord for\nLandlord's cost in repairing such damage. This obligation shall survive any\ntermination of this Lease.\n\n          6.07.     Tenant shall keep records of Tenant's alterations,\ninstallations, additions and improvements costing in excess of $5,000 and of the\ncost thereof. Tenant shall, within forty-five (45) days after demand by\nLandlord, furnish to Landlord copies of such records and cost if Landlord shall\nrequire same in connection with any proceeding to reduce the assessed valuation\nof the Building, or in connection with any proceeding instituted pursuant to\nArticle 14 hereof or for any other reason or purpose.\n\n          6.08.     In the event that any asbestos or asbestos-containing\nmaterials shall be discovered in the demised premises in connection with the\nperformance by Tenant of any alterations in accordance with the provisions of\nthis Lease, which asbestos or asbestos-containing \n\n\n                                       19\n\n\n\nmaterials are required by applicable Legal Requirements to be removed or\nencapsulated in connection with such alterations, then provided that such\nasbestos or asbestos-containing materials shall not have been introduced into\nthe demised premises by Tenant or its agents, contractors or employees, Landlord\nshall, and Landlord's sole liability to Tenant shall be to, remove or\nencapsulate the same in accordance with applicable Legal Requirements, at\nLandlord's sole cost and expense. In no event shall the foregoing be deemed to\nobligate Landlord to remove or otherwise dispose of or abate vinyl asbestos\ntile, if any, in the demised premises.\n\n                                    ARTICLE 7\n\n                                     REPAIRS\n\n            7.01. (a)   Tenant shall take good care of the demised premises and\nthe fixtures and appurtenances therein and at its sole cost and expense make all\nrepairs thereto as and when needed to preserve the same in good working order\nand condition. With respect to the Building systems serving the demised premises\nTenant shall be responsible for (i) repair and maintenance of Tenant's internal\nair-distribution system to the point at which the same connects to the main\ndistribution duct for the demised premises, (ii) repair and maintenance of the\ninternal electrical system to the panel box serving the demised premises, and\n(iii) repair and maintenance of all plumbing fixtures and lines in and serving\nthe demised premises to the point at which the same join the main vertical\nrisers of the Building. All such repairs and maintenance with respect to such\nBuilding system shall be performed by Tenant at Tenants cost and expense, by\ncontractors and mechanics listed on Landlord's Approved List. Except as\notherwise provided in Section 9.05 hereof, all damage or injury to the demised\npremises and to its fixtures, appurtenances and equipment shall be repaired,\nrestored or replaced promptly by Tenant at its sole cost and expense, which\nrepairs, restorations and replacements shall be in quality and class equal to\nthe original work or installations. All damage or injury to the Building or to\nits fixtures, appurtenances and equipment caused by Tenant moving property in or\nout of the Building or by installation or removal of furniture, fixtures or\nother property, or in any other manner caused by Tenant, its agents, servants or\ncontractors, shall be repaired, replaced or restored by Landlord at Tenant's\ncost and expense and such expense shall be collectible as additional rent and\nshall be paid by Tenant within fifteen (15) days after rendition of a bill\ntherefor. Notwithstanding anything to foregoing contained here, if Tenant fails\nto make the repairs, restoration or replacements required under this Section\n7.01 within twenty (20) days after notice thereof, same may be made by Landlord\nat the expense of Tenant and such expense shall be collectible as additional\nrent and shall be paid by Tenant within 15 days after rendition of a bill\ntherefor.\n\n            The exterior walls of the Building, the portions of any window sills\noutside the windows, and the windows are not part of the premises demised by\nthis Lease and Landlord reserves all rights to such parts of the Building.\n\n\n                                       20\n\n\n\n            7.01. (b)   Landlord shall, at its sole cost and expense (except as\notherwise set forth herein), maintain and repair the structural portions of both\nthe Building and the demised premises and the portion of the Building systems\nserving the demised premises for which Tenant is not responsible pursuant to\nParagraph (a) hereof and the common areas to the extent that same affect\nTenant's use and occupancy of, or access to, the demised premises. Tenant shall\npromptly notify Landlord of all repairs required to be made within the demised\npremises for which Landlord is responsible hereunder and Landlord shall perform\nsame at its sole cost and expense provided, however, if the necessity for any of\nsuch repairs which are Landlord's obligation to perform shall have been\noccasioned by any action, omission to act or negligence of Tenant or Tenant's\nagents, employees or contractors, then Landlord shall make or cause to be made\nall such repairs at Tenant's sole cost and expense, and Tenant shall pay to\nLandlord as additional rent within ten (10) days of Landlord's demand therefor,\nan amount equal to Landlord's cost thereof.\n\n            7.02. Tenant shall not place a load upon any floor of the demised\npremises exceeding the floor load per square foot area which such floor was\ndesigned to carry and which is allowed by law. If Tenant shall desire a floor\nload in excess of that which the affected floors are designed to carry, Landlord\nagrees (provided Landlord's architects, in their reasonable discretion, find\nthat the work necessary to increase such floor load does not adversely affect\nthe structure of the Building, and further provided that such work will not\ninterfere with the amount or availability of any space adjoining alongside,\nabove or below the demised premises, or interfere with the occupancy of other\ntenants in the Building), to strengthen and reinforce the same so as to give the\nlive load desired, provided Tenant shall submit to Landlord the plans showing\nthe locations of and the desired floor live load for the areas in question and\nprovided further that Tenant shall agree to pay for or reimburse Landlord on\ndemand for the cost of such strengthening and reinforcement as well as any other\nreasonable out-of-pocket costs to and expenses of Landlord occasioned by or\nresulting from such strengthening or reinforcement.\n\n            7.03. Business machines and mechanical equipment used by Tenant\nwhich cause vibration, noise, cold or heat that may be transmitted to the\nBuilding structure or to any leased space to such a degree as to be\nobjectionable to Landlord or to any other tenant in the Building shall be placed\nand maintained by Tenant at its expense in settings of cork, rubber or spring\ntype vibration eliminators sufficient to absorb and prevent such vibration or\nnoise, or prevent transmission of such cold or heat. The parties hereto\nrecognize that the operation of elevators, air-conditioning and heating\nequipment will cause some vibration, noise, heat or cold which may be\ntransmitted to other parts of the Building and demised premises. Landlord shall\nbe under no obligation to endeavor to reduce such vibration, noise, heat or\ncold.\n\n            7.04. Except as otherwise specifically provided in this Lease, there\nshall be no allowance to Tenant for a diminution of rental value and no\nliability on the part of Landlord by reason of inconvenience, annoyance or\ninjury to business arising from the making of any repairs, alterations,\nadditions or improvements in or to any portion of the Building or the demised\npremises or in or to fixtures, appurtenances or equipment thereof. In performing\nsuch repairs\n\n\n                                       21\n\n\n\nLandlord shall make a reasonable effort to minimize any inconvenience to Tenant\nbut nothing herein shall be deemed to obligate Landlord to perform same on an\novertime or premium basis.\n\n                                    ARTICLE 8\n\n                               REQUIREMENTS OF LAW\n\n            8.01. Tenant, at Tenant's sole cost and expense, shall promptly\ncomply with all present and future laws, orders and regulations of all state,\nfederal, municipal and local governments, departments, commissions and boards\nand any direction of any public officer pursuant to law, and all orders, rules\nand regulations of the New York Board of Fire Underwriters, Insurance Services\nOffice, or any similar body which shall impose any violation, order or duty upon\nLandlord or Tenant with respect to the demised premises, whether or not arising\nout of Tenant's use or manner of use thereof (including Tenant's permitted use)\nor, with respect to the Building if arising out of Tenant's use or manner or use\nof the demised premises or the Building (including the use permitted under the\nLease). Nothing herein shall require Tenant to make structural repairs or\nalterations or repairs or alterations to Building systems (unless Tenant has, by\nits manner of use of the demised premises or method of operation therein,\nviolated any such laws, ordinances, orders, rules, regulations or requirements\nwith respect thereto).\n\n            8.02. Notwithstanding the provisions of Section 8.01 hereof, Tenant,\nat its own cost and expense, may contest, in any manner permitted by law\n(including appeals to a court, or governmental department or authority having\njurisdiction in the matter), the validity or the enforcement of any governmental\nact, regulation or directive with which Tenant is required to comply pursuant to\nthis Lease, and may defer compliance therewith provided that:\n\n                  (a)   such noncompliance shall not subject Landlord to\ncriminal prosecution or subject the Land and\/or Building to lien or sale;\n\n                  (b)   such noncompliance shall not be in violation of any fee\nmortgage, or of any ground or underlying lease or any mortgage thereon;\n\n                  (c)   Tenant shall first deliver to Landlord a surety bond\nissued by a surety company of recognized responsibility, or other security\nreasonably satisfactory to Landlord, indemnifying and protecting Landlord\nagainst any loss or injury by reason of such noncompliance; and\n\n                  (d)   Tenant shall promptly and diligently prosecute such\ncontest.\n\n            Landlord, without expense or liability to it, shall cooperate with\nTenant and execute any documents or pleadings required for such purpose,\nprovided that Landlord shall reasonably be satisfied that the facts set forth in\nany such documents or pleadings are accurate.\n\n\n                                       22\n\n\n\n            8.03. Landlord shall be responsible for compliance with Local Law 58\nand the Americans With Disabilities Act of 1990 (collectively, the \"Acts\") with\nrespect to the bathrooms on the twenty seventh (27th) floor, provided, however,\nif compliance with the Acts is required as a result of Tenant's alterations or\nimprovements to the demised premises, Tenant, at its sole cost and expense,\nshall perform all work necessary to comply with the Acts.\n\n                                    ARTICLE 9\n\n                    INSURANCE, LOSS, REIMBURSEMENT, LIABILITY\n\n            9.01. Tenant shall not do or permit to be done any act or thing upon\nthe demised premises, which will invalidate or be in conflict with New York\nstandard fire insurance policies covering the Building, and fixtures and\nproperty therein, or which would increase the rate of fire insurance applicable\nto the Building to an amount higher than it otherwise would be; and Tenant shall\nneither do nor permit to be done at the demised premises any use or activity\nwhich shall or might reasonably be expected to subject Landlord to any liability\nor responsibility for injury to any person or persons or to property by reason\nof any business or operation being carried on within the demised premises; but\nnothing in this Section 9.01 shall prevent Tenant's use of the demised premises\nfor the purposes stated in Article 5 hereof.\n\n            9.02. If, as a result of any act or omission by Tenant or violation\nof this Lease, the rate of fire insurance applicable to the Building shall be\nincreased to an amount higher that it otherwise would be, then in addition to\nany other remedies which Landlord has hereunder for any such violations of the\nterms of this Lease, Tenant shall reimburse Landlord for all increases of\nLandlord's fire insurance premiums so caused; such reimbursement to be\nadditional rent payable upon the first day of the month following any outlay by\nLandlord for such increased fire insurance premiums. In any action or proceeding\nwherein Landlord and Tenant are parties, a schedule or \"makeup\" of rates for the\nBuilding or demised premises issued by the body making fire insurance rates for\nthe demised premises, shall be presumptive evidence of the facts therein stated\nand of the several items and charges in the fire insurance rate then applicable\nto the demised premises.\n\n            9.03. Landlord or its agents shall not be liable for any injury or\ndamage to persons or property resulting from fire, explosion, falling plaster,\nsteam, gas, electricity, water, rain or snow or leaks from any part of the\nBuilding, or from the pipes, appliances or plumbing works or from the roof,\nstreet or subsurface or from any other place or by dampness or by any other\ncause of whatsoever nature, unless any of the foregoing shall be caused by or\ndue to the negligence of Landlord, its agents, servants or employees.\n\n            9.04. Landlord or its agents shall not be liable for any damage\nwhich Tenant may sustain, if at any time any window of the demised premises is\nbroken or temporarily or permanently (restricted to windows on a lot line, if\npermanently) closed, darkened or bricked up \n\n\n                                       23\n\n\n\nfor any reason whatsoever, except only Landlord's arbitrary acts if the result\nis permanent, and Tenant shall not be entitled to any compensation therefor or\nabatement of rent or to any release from any of Tenant's obligations under this\nLease, nor shall the same constitute an eviction. Tenant agrees that Landlord\nshall be permitted at any time to install film on the inside of the windows of\nthe Building to reduce the usage of energy in the Building. Tenant consents to\nsuch installation and agrees that in the event Landlord shall exercise its\noption to install such film Landlord shall have no liability with respect to any\nclosing or darkening of the windows of the demised premises in connection\ntherewith.\n\n            9.05. Tenant shall reimburse Landlord for all expenses, damages or\nfines incurred or suffered by Landlord, by reason of any breach, violation or\nnonperformance by Tenant, or its agents, servants or employees, of any covenant\nor provision of this Lease, or by reason of damage to persons or property caused\nby moving property of or for Tenant in or out of the Building, or by the\ninstallation or removal of furniture or other property of or for Tenant or by\nreason of or arising out of the carelessness, negligence or improper conduct of\nTenant, or its agents, servants or employees, in the use or occupancy of the\ndemised premises. Subject to the provisions of Section 8.02 hereof, where\napplicable, Tenant shall have the right, at Tenant's own cost and expense, to\nparticipate in the defense of any action or proceeding brought against Landlord,\nand in negotiations for settlement thereof if, pursuant to this Section 9.05,\nTenant would be obligated to reimburse Landlord for expenses, damages or fines\nincurred or suffered by Landlord.\n\n            9.06. Tenant shall give Landlord notice in case of fire or accidents\nin the demised premises promptly after Tenant is aware of such event.\n\n            9.07. Tenant agrees to look solely to Landlord's estate and interest\nin the Land and Building, or the lease of the Building, or of the Land and\nBuilding, and the demised premises, for the satisfaction of any right or remedy\nof Tenant for the collection of a judgment (or other judicial process) requiring\nthe payment of money by Landlord, in the event of any liability by Landlord, and\nno other property or assets of Landlord and no property of any partner,\nshareholder or principal of Landlord shall be subject to levy, execution,\nattachment, or other enforcement procedure for the satisfaction of Tenant's\nremedies under or with respect to this Lease, the relationship of Landlord and\nTenant hereunder, or Tenant's use and occupancy of the demised premises, or any\nother liability of Landlord to Tenant.\n\n            9.08. (a)   Landlord agrees that, if obtainable, it will include in\nits fire insurance policies appropriate clauses pursuant to which the insurance\ncompanies (i) waive all right of subrogation against Tenant with respect to\nlosses payable under such policies and\/or (ii) agree that such policies shall\nnot be invalidated should the insured waive in writing prior to a loss any or\nall right of recovery against any party for losses covered by such policies. But\nshould any additional premiums be exacted for any such clause or clauses,\nLandlord shall be released from the obligation hereby imposed unless Tenant\nshall agree to pay such additional premium.\n\n\n                                       24\n\n\n\n                  (b)   Tenant agrees to include, if obtainable, in its fire\ninsurance policy or policies on its furniture, furnishings, fixtures and other\nproperty removable by Tenant under the provisions of this Lease appropriate\nclauses pursuant to which the insurance company or companies (i) waive the right\nof subrogation against Landlord and any tenant of space in the Building with\nrespect to losses payable under such policy or policies and\/or (ii) agree that\nsuch policy or policies shall not be invalidated should the insured waive in\nwriting prior to a loss any or all right of recovery against any party for\nlosses covered by such policy or policies. But should any additional premium be\nexacted for any such clause or clauses, Tenant shall be released from the\nobligation hereby imposed unless Landlord or the other tenants shall agree to\npay such additional premium.\n\n                  (c)   Provided that Landlord's right of full recovery under\nits policy or policies aforesaid is not adversely affected or prejudiced\nthereby, Landlord hereby waives any and all right of recovery which it might\notherwise have against Tenant, its servants, agents and employees, for loss or\ndamage occurring to the Building and the fixtures, appurtenances and equipment\ntherein, to the extent the same is covered by Landlord's insurance,\nnotwithstanding that such loss or damage may result from the negligence or fault\nof Tenant, its servants, agents or employees. Provided that Tenant's right of\nfull recovery under its aforesaid policy or policies is not adversely affected\nor prejudiced thereby, Tenant hereby waives any and all right of full recovery\nwhich it might otherwise have against Landlord, its servants, agents and\nemployees, and against every other tenant in the Building who shall have\nexecuted a similar waiver as set forth in this Section 9.08(c) for loss or\ndamage to, Tenant's furniture, furnishings, fixtures and other property\nremovable by Tenant under the provisions hereof to the extent that the same is\ncovered by Tenant's insurance, notwithstanding that such loss or damage may\nresult from the negligence or fault of Landlord, its servants, agents or\nemployees, or such other tenant and the servants, agents or employees thereof.\n\n                  (d)   Landlord and Tenant hereby agree to advise the other\npromptly if the clauses to be included in their respective insurance policies\npursuant to subdivisions 9.08(a) and (b) hereof cannot be obtained. Landlord and\nTenant hereby also agree to notify the other promptly of any cancellation or\nchange of the terms of any such policy which would affect such clauses.\n\n            9.09. Tenant covenants and agrees to provide on or before the\nCommencement Date and to keep in force during the term hereof for the benefit of\nLandlord and Tenant a comprehensive general liability insurance policy\nprotecting Landlord and Tenant against any liability contained in the standard\nextended coverage policy, occasioned by any occurrence on or about the demised\npremises or any appurtenances thereto. Such policy is to be written by good and\nsolvent insurance companies reasonably satisfactory to Landlord, and shall be in\nsuch limits as Landlord may reasonably require and as of the date of this Lease\nLandlord reasonably requires limits of liability thereunder of not less than the\namount of Three Million ($3,000,000) Dollars single limit for bodily or personal\ninjury (including death) and in the amount of Three Hundred Thousand ($300,000)\nDollars in respect of property damage. Such insurance may be carried \n\n\n                                       25\n\n\n\nunder a blanket policy covering the demised premises and other locations of\nTenant, if any. Prior to the time such insurance is first required to be carried\nby Tenant and thereafter, at least fifteen (15) days prior to the effective date\nof any such policy, Tenant agrees to deliver to Landlord either a duplicate\noriginal of the aforesaid policy or a certificate evidencing such insurance.\nSaid policy or certificate, as the case may be, shall contain an endorsement\nthat such insurance may not be cancelled except upon ten (10) days' notice to\nLandlord. Tenant's failure to provide and keep in force the aforementioned\ninsurance shall be regarded as a material default hereunder entitling Landlord\nto exercise any or all of the remedies provided in this Lease in the event of\nTenant's default.\n\n                                   ARTICLE 10\n\n                          DAMAGE BY FIRE OR OTHER CAUSE\n\n            10.01. If the Building or the demised premises shall be partially or\ntotally damaged or destroyed by fire or other cause, then whether or not the\ndamage or destruction shall have resulted from the fault or neglect of Tenant,\nor its employees, agents, or visitors (and if this Lease shall not have been\nterminated as in this Article 10 hereinafter provided), Landlord shall repair\nthe damage and restore and rebuild the Building and\/or the demised premises, at\nits expense (without limiting the rights of Landlord under any other provisions\nof this Lease), with reasonable dispatch after notice to it of the damage or\ndestruction; provided, however, that Landlord shall not be required to repair or\nreplace any of Tenant's property.\n\n            10.02. If the Building or the demised premises shall be partially\ndamaged or partially destroyed by fire or other cause, then unless such fire or\ndamage shall have resulted from the negligence of Tenant, the rents payable\nhereunder shall be abated to the extent that the demised premises shall have\nbeen rendered untenantable for the period from the date of such damage or\ndestruction to the date the damage shall be repaired or restored.\n\n            If the demised premises or a major part thereof shall be totally\n(which shall be deemed to include substantially totally) damaged or destroyed or\nrendered completely (which shall be deemed to include substantially completely)\nuntenantable on account of fire or other cause, the rents shall abate as of the\ndate of the damage or destruction and until Landlord shall repair, restore and\nrebuild the Building and the demised premises, provided, however, that should\nTenant reoccupy a portion of the demised premises during the period the\nrestoration work is taking place and prior to the date that the same are made\ncompletely tenantable, rents allocable to such portion shall be payable by\nTenant from the date of such occupancy.\n\n            10.03. If the Building or the demised premises shall be totally\ndamaged or destroyed by fire or other cause, or if the Building shall be so\ndamaged or destroyed by fire or other cause (whether or not the demised premises\nare damaged or destroyed) as to require a reasonably estimated expenditure of\nmore than forty (40%) per cent of the full insurable value of \n\n\n                                       26\n\n\n\nthe Building immediately prior to the casualty, then in either such case\nLandlord may terminate this Lease by giving Tenant notice to such effect within\none hundred eighty (180) days after the date of the casualty. If the demised\npremises or any part thereof shall be damaged by fire or other casualty as set\nforth in Article 10, and Landlord is required to or elects to repair and restore\nthe demised premises, Landlord shall, within 60 days after such damage or\ndestruction, provide Tenant with a written notice of the estimated date on which\nthe restoration of the demised premises shall be substantially completed. If\nsuch estimated date is more than twelve (12) months after the date of such\ndamage or destruction, Tenant may terminate this Lease by notice to Landlord,\nwhich notice shall be given within twenty (20) days after the date Landlord\nprovides the notice required by the preceding sentence, and such termination\nshall be effective upon the giving of Tenant's notice. Failure by Tenant to\nprovide such notice within such twenty (20) day period shall be deemed an\nelection by Tenant not to terminate this Lease. If Tenant elects not to\nterminate this Lease or is deemed to have so elected, and if Landlord has not\nsubstantially completed the required repairs and restored the demised premises\nwithin the period originally estimated by Landlord or within such period\nthereafter (not to exceed 3 months) as shall equal the aggregate period Landlord\nmay have been delayed in doing so by adjustment of insurance, labor trouble,\ngovernmental controls, act of god, or any other cause beyond Landlord's\nreasonable control, then Tenant shall have the further right to elect to\nterminate this Lease upon written notice to Landlord and such election shall be\neffective upon the expiration of thirty (30) days after the date of such notice,\nunless Landlord substantially completes such restoration within such thirty (30)\nday period.\n\n            10.04. No damages, compensation or claim shall be payable by\nLandlord for inconvenience, loss of business or annoyance arising from any\nrepair or restoration of any portion of the demised premises or of the Building\npursuant to this Article 10.\n\n            10.05. Notwithstanding any of the foregoing provisions of this\nArticle 10, if Landlord or the lessor of any superior lease or the holder of any\nsuperior mortgage shall be unable to collect all of the insurance proceeds\n(including rent insurance proceeds) applicable to damage or destruction of the\ndemised premises or the Building by fire or other cause, by reason of some\naction or inaction on the part of Tenant or any of its employees, agents or\ncontractors, then, without prejudice to any other remedies which may be\navailable against Tenant, there shall be no abatement of Tenant's rents, but the\ntotal amount of such rents not abated (which would otherwise have been abated)\nshall not exceed the amount of uncollected insurance proceeds.\n\n            10.06. Landlord will not carry separate insurance of any kind on\nTenant's property, and, except as provided by law or by reason of its breach of\nany of its obligations hereunder, shall not be obligated to repair any damage\nthereto or replace the same. Tenant shall maintain insurance on Tenant's\nproperty, and Landlord shall not be obligated to repair any damage thereto or\nreplace the same.\n\n\n                                       27\n\n\n\n            10.07. The provisions of this Article 10 shall be considered an\nexpress agreement governing any cause of damage or destruction of the demised\npremises by fire or other casualty, and Section 227 of the Real Property Law of\nthe State of New York, providing for such a contingency in the absence of an\nexpress agreement, and any other law of like import, now or hereafter in force,\nshall have no application in such case.\n\n                                   ARTICLE 11\n\n                    ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.\n\n            11.01. Tenant shall not (a) assign or otherwise transfer this Lease\nor the term and estate hereby granted, (b) sublet the demised premises or any\npart thereof or allow the same to be used or occupied by others or in violation\nof Article 5, (c) mortgage, pledge or encumber this Lease or the demised\npremises or any part thereof in any manner by reason of any act or omission on\nthe part of Tenant, without, in each instance, obtaining the prior consent of\nLandlord, except as otherwise expressly provided in this Article 11. For\npurposes of this Article 11, (i) the transfer of a majority of the issued and\noutstanding capital stock of any corporate tenant, or of a corporate subtenant,\nor the transfer of a majority of the total interest in any partnership tenant or\nsubtenant, however accomplished, whether in a single transaction or in a series\nof related or unrelated transactions, shall be deemed an assignment of this\nLease, or of such sublease, as the case may be, except that the transfer of the\noutstanding capital stock of any corporate tenant, or subtenant, shall be deemed\nnot to include the sale of such stock by persons or parties, through the\n\"over-the-counter market\" or through any recognized stock exchange, or in\nconnection with an initial public offering conducted in accordance with the\nprovisions of the Securities and Exchange Act of 1933 other than those deemed\n\"insiders\" within the meaning of the Securities Exchange Act of 1934 as amended,\n(ii) any person or legal representative of Tenant, to whom Tenant's interest\nunder this Lease passes by operation of law, or otherwise, shall be bound by the\nprovisions of this Article 11, and (iii) a modification, amendment or extension\nof a sublease shall be deemed a sublease.\n\n            11.02. The provisions of Section 11.01 above shall not apply to an\nassignment of this Lease to any corporation into or with which Tenant is merged\nor consolidated or to any corporation which shall be an affiliate, subsidiary,\nparent or successor of Tenant, provided and on condition that (i) such\ntransaction is for a bona fide business purpose and not, either directly or\nindirectly, principally for the purpose of transferring the leasehold created\nhereby, and (ii) the successor to the Tenant or transferee has a net worth\nimmediately following such transfer of not less than the greater of (x) the net\nworth of Tenant as of the Commencement Date, or (y) the net worth of Tenant\nimmediately preceding such transfer, and proof thereof, reasonably satisfactory\nto Landlord, shall have been delivered to Landlord at least ten (10) days prior\nto the effective date of such transfer.\n\n\n                                       28\n\n\n\n      For the purpose of this subparagraph (b), a \"subsidiary\" or \"affiliate\" or\n\"successor\" of Tenant shall mean the following:\n\n                  (i) An \"affiliate\" shall mean any corporation which, directly\n            or indirectly, controls or is controlled by or is under common\n            control with Tenant. For this purpose, \"control\" shall mean the\n            possession, directly or indirectly, of the power to direct or cause\n            the direction of the management and policies of such corporation,\n            whether through the ownership of voting securities or by contract or\n            otherwise.\n\n                  (ii) A \"subsidiary\" shall mean any corporation not less than\n            50% of whose outstanding stock shall, at the time, be owned directly\n            or indirectly by Tenant. Any cessation of the affiliate or\n            subsidiary relationship between Tenant and the entity in question\n            shall constitute an assignment or subletting, as the case may be,\n            which shall be subject to all of the terms, provisions and\n            conditions of this Article.\n\n                  (iii) A \"successor\" of Tenant shall mean (x) a corporation in\n            which or with which Tenant, its corporate successors or assigns, is\n            merged or consolidated, in accordance with applicable statutory\n            provisions for merger or consolidation of corporations, provided\n            that by operation of law or by effective provisions contained in the\n            instruments of merger or consolidation, the liabilities of the\n            corporations participating in such merger or consolidation are\n            assumed by the corporation surviving such merger or created by such\n            consolidation, or (y) a transferee of not less than 80% of the\n            issued and outstanding stock of Tenant, or (z) or the transfer of\n            all or substantially all of the assets of Tenant.\n\n            11.03. Any assignment or transfer, whether made with Landlord's\nconsent as required by Section 11.01 hereof or without Landlord's consent\npursuant to Section 11.02 hereof, shall be made only if, and shall not be\neffective until, the assignee shall execute, acknowledge and deliver to Landlord\na recordable agreement, in form and substance reasonably satisfactory to\nLandlord, whereby the assignee shall assume the obligations and performance of\nthis Lease and agree to be bound by and upon all of the covenants, agreements,\nterms, provisions and conditions hereof on the part of Tenant to be performed or\nobserved from and after the effective date of such assignment and whereby the\nassignee shall agree that the provisions of this Article 11 hereof shall,\nnotwithstanding such an assignment or transfer, continue to be binding upon it\nin the future. Tenant covenants that, notwithstanding any assignment or\ntransfer, whether or not in violation of the provisions of this Lease, and\nnotwithstanding the acceptance of fixed annual rent by Landlord from an assignee\nor transferee or any other party, Tenant shall remain fully and primarily liable\nfor the payment of the fixed annual rent due and to become due under this Lease\nand for the performance of all of the covenants, agreements, terms, provisions\nand conditions of this Lease on the part of Tenant to be performed or observed.\n\n            11.04. The liability of Tenant for the due performance by Tenant of\nthe obligations on its part to be performed under this Lease, shall not be\ndischarged, released or \n\n\n                                       29\n\n\n\nimpaired in any respect by an agreement or stipulation made by Landlord or any\ngrantee or assignee of Landlord, by way of mortgage, or otherwise, extending the\ntime of or modifying any of the obligations contained in this Lease, or by any\nwaiver or failure of Landlord to enforce any of the obligations on Tenant's part\nto be performed under this Lease, and Tenant shall continue liable hereunder. If\nany such agreement or modification operates to increase the obligations of a\ntenant under this Lease, the liability under this Section 11.04 of the tenant\nnamed in the Lease or any of its successors in interest, (unless such party\nshall have expressly consented in writing to such agreement or modification)\nshall continue to be no greater than if such agreement or modification had not\nbeen made. To charge Tenant named in this Lease and its successors in interest,\nno demand or notice of any default shall be required; Tenant and each of its\nsuccessors in interest hereby expressly waives any such demand or notice.\n\n           11.05. Landlord shall not unreasonably withhold or delay its consent\nto an assignment of this Lease or a subletting of the whole or a part of the\ndemised premises for substantially the remainder of the term of this Lease,\nprovided:\n\n                  (a)   Tenant shall furnish Landlord with the name and business\naddress of the proposed subtenant or assignee, information with respect to the\nnature and character of the proposed subtenant's or assignee's business, or\nactivities, such references and current financial information with respect to\nnet worth, credit and financial responsibility as are reasonably satisfactory to\nLandlord, and the documentation required in Section 11.06 (a) and (b) herein, as\nthe case may be;\n\n                  (b)   The proposed subtenant or assignee is a reputable party\nwhose financial net worth, credit and financial responsibility is, considering\nthe responsibilities involved, reasonably satisfactory to Landlord;\n\n                  (c)   The nature and character of the proposed subtenant or\nassignee, its business or activities and intended use of the demised premises\nis, in Landlord's reasonable judgment, in keeping with the standards of the\nBuilding and the floor or floors on which the demised premises are located;\n\n                  (d)   The proposed subtenant or assignee is not then an\noccupant of any part of the Building or a party who dealt with Landlord or\nLandlord's agent (directly or through a broker) with respect to space in the\nBuilding during the 6 months immediately preceding Tenant's request for\nLandlord's consent;\n\n                  (e)   All costs incurred with respect to providing reasonably\nappropriate means of ingress and egress from the sublet space or to separate the\nsublet space from the remainder of the demised premises shall, subject to the\nprovisions of Article 6 with respect to alterations, installations, additions or\nimprovements, be borne by Tenant;\n\n\n                                       30\n\n\n\n                  (f)   Each sublease shall specifically state that (i) it is\nsubject to all the terms, covenants, agreements, provisions, and conditions of\nthis Lease, (ii) the subtenant or assignee, as the case may be, will not have\nthe right to a further assignment thereof or sublease or assignment thereunder,\nor to allow the demised premises to be used by others, without the consent of\nLandlord in each instance;\n\n                  (g)   Tenant shall together with requesting Landlord's consent\nhereunder, have paid Landlord any actual reasonable out-of-pocket attorney's\nfees incurred by Landlord to review the proposed assignment or subletting\nincluding attorneys fees incurred by Landlord;\n\n                  (h)   Tenant shall have complied with the provisions in\nSection 11.06 and Landlord shall not have made any of the elections provided for\nin Section 11.06;\n\n                  (i)   The proposed subtenant or assignee is not (i) a bank\ntrust company, safe deposit business, savings and loan association or loan\ncompany; (ii) an employment or recruitment agency; (iii) a school, college,\nuniversity or educational institution whether or not for profit; (iv) a\ngovernment or any subdivision or agency thereof;\n\n                  (j)   In the case of a subletting of a portion of the demised\npremises, the portion so sublet shall be regular in shape and suitable for\nnormal renting purposes;\n\n                  (k)   Tenant shall have granted to Landlord or Landlord's\nagent the exclusive right to sublease the demised premises or such portion\nthereof as Tenant proposes to sublet, or to assign this Lease as the case may\nbe; provided, however, if at the time of the proposed sublet or assignment there\nare any other full floor spaces available for rent between and including the\ntwenty-seventh (27th) and thirty-eighth (38th) floors of the Building, the\nprovisions of this section 11.05(k) shall not apply; and\n\n                  (l)   The proposed assignment shall be for a consideration or\nthe proposed subletting shall be at a rental rate not less than eighty five\npercent (85%) of the rental rates then being charged under leases being entered\ninto by Landlord for comparable space in the Building and for a comparable term\nand in no event shall Tenant advertise or list with brokers at such lower rental\nrate.\n\n           11.06. (a)   Should Tenant agree to assign this Lease, other than by\nan assignment contemplated by Section 11.02, Tenant shall deliver to Landlord\n(i) a \"term sheet\" setting forth the terms of the proposed assignment and (ii) a\nletter signed by the proposed assignee confirming that the provisions of the\n\"term sheet\" represent a bona fide offer on the part of the proposed assignee to\nenter into an assignment, not less than sixty (60) days prior to the effective\ndate of the contemplated assignment and Landlord shall than have the right to\nelect, by notifying Tenant within thirty (30) days of such delivery, to (i)\nterminate this Lease, as of such effective date as if it were the Expiration\nDate set forth in this Lease or (ii) accept an assignment \n\n\n                                       31\n\n\n\nof this Lease from Tenant, and Tenant shall then promptly execute and deliver to\nLandlord, or Landlord's designee if so elected by Landlord, in form reasonably\nsatisfactory to Landlord's counsel, an assignment which shall be effective as of\nsuch effective date.\n\n                  (b)   Should Tenant agree to sublet the demised premises or\nany portion thereof, other than by a sublease contemplated by Section 11.02,\nTenant shall deliver to Landlord (i) a \"term sheet\" setting forth the terms of\nthe proposed subletting and (ii) a letter signed by the proposed subtenant\nconfirming that the provisions of the \"term sheet\" represent a bona fide offer\non the part of the proposed subtenant to enter into a sublease, not less than\nsixty (60) days prior to the effective date of the contemplated sublease, and\nLandlord shall then have the right to elect, by notifying Tenant within thirty\n(30) days of such delivery, to (i) terminate this Lease as to the portion of the\ndemised premises affected by such subletting or as to the entire demised\npremises in the case of a subletting thereof, as of such effective date, (ii) in\nthe case of a proposed subletting of the entire demised premises accept an\nassignment of this Lease from Tenant, and Tenant shall then promptly execute and\ndeliver to Landlord, or Landlord's designee if so elected by Landlord, in form\nreasonably satisfactory to Landlord's counsel, an assignment which shall be\neffective as of such effective date, (iii) accept a sublease from Tenant of the\nportion of the demised premises affected by such proposed subletting or the\nentire demised premises in the case of a proposed subletting thereof, and Tenant\nshall then promptly execute and deliver a sublease to Landlord, or Landlord's\ndesignee if so elected by Landlord, for the remainder of the demised term less\none day, commencing with such effective date, at (x) the rental terms reflected\nin the proposed sublease or (y) the rental terms contained in this Lease on a\nper rentable square foot basis, as elected by Landlord in such notice.\n\n                  (c)   If Landlord should elect to have Tenant execute and\ndeliver a sublease pursuant to any of the provisions of this Section 11.06, said\nsublease shall be in a form reasonably satisfactory to Landlord's counsel and on\nall the terms contained in this Lease, except that:\n\n                        (i) The rental terms, if elected by Landlord, may be\n                  either as provided in item (x) or item (y) of subsection\n                  11.06(b) hereof.\n\n                        (ii) The sublease shall not provide for any work to be\n                  done for the subtenant or for any initial rent concessions or\n                  contain provisions inapplicable to a sublease, except that in\n                  the case of a subletting of a portion of the demised premises\n                  Tenant shall reimburse subtenant for the cost of erecting such\n                  demising walls as are necessary to separate the subleased\n                  premises from the remainder of the demised premises and to\n                  provide access thereto,\n\n                        (iii) The subtenant thereunder shall have the right to\n                  underlet the subleased premises, in whole or in part, without\n                  Tenant's consent,\n\n\n                                       32\n\n\n\n                        (iv) The subtenant thereunder shall have the right to\n                  make, or cause to be made, any changes, alterations,\n                  decorations, additions and improvements that subtenant may\n                  desire or authorize provided, however, that Tenant shall not\n                  be responsible for the removal thereof or any restoration\n                  which would otherwise be required as a result thereof under\n                  Article 6,\n\n                        (v) Such sublease shall expressly negate any intention\n                  that any estate created by or under such sublease be merged\n                  with any other estate held by either of the parties thereto,\n\n                        (vi) Any consent required of Tenant, as lessor under\n                  that sublease, shall be deemed granted if consent with respect\n                  thereto is granted by Landlord,\n\n                        (vii) There shall be no limitation as to the use of the\n                  sublet premises by the subtenant thereunder,\n\n                        (viii) Any failure of the subtenant thereunder to comply\n                  with the provisions of said sublease, other than with respect\n                  to the payment of rent to Tenant, shall not constitute a\n                  default thereunder or hereunder if Landlord has consented to\n                  such noncompliance, and\n\n                        (ix) Such sublease shall provide that Tenant's\n                  obligations with respect to vacating the demised premises and\n                  removing any changes, alterations, decorations, additions or\n                  improvements made in the subleased premises shall be limited\n                  to those which accrued and related to such as were made prior\n                  to the effective date of the sublease.\n\n                  (d)   If pursuant to the exercise of any of Landlord's options\npursuant to Section 11.06 hereof this Lease is terminated as to only a portion\nof the demised premises, then the fixed annual rent payable hereunder and the\nadditional rent payable pursuant to Article 3 and 4 hereof shall be adjusted in\nproportion to the portion of the demised premises affected by such termination.\n\n                  (e)   If Landlord shall give its consent to any assignment of\nthis Lease or to any sublease, Tenant shall in consideration therefor, pay to\nLandlord, as additional rent:\n\n                        (i) in the case of an assignment, an amount equal to\n                  fifty (50%) percent of the sums and other considerations paid\n                  to Tenant by the assignee for or by reason of such assignment\n                  (including, but not limited to, sums paid for the sale of\n                  Tenant's fixtures, leasehold improvements, equipment,\n                  furniture, furnishings or other personal property, less, in\n                  the \n\n\n                                       33\n\n\n\n                  case of a sale of any of the foregoing other than leasehold\n                  improvements, the then net unamortized or undepreciated cost\n                  thereof determined on the basis of Tenant's federal income tax\n                  returns); and\n\n                        (ii) in the case of a sublease, fifty (50%) percent of\n                  the rents, additional charge or other consideration payable\n                  under the sublease to Tenant by the subtenant which is in\n                  excess of the fixed annual rent and additional rent accruing\n                  during the term of the sublease in respect of the subleased\n                  space (at the rate per square foot payable by Tenant\n                  hereunder) pursuant to the terms hereof (including, but not\n                  limited to, sums paid for the sale or rental of Tenant's\n                  fixtures, leasehold improvements, equipment, furniture or\n                  other personal property, less, in the case of the sale of any\n                  of the foregoing other than leasehold improvements, the then\n                  net unamortized or undepreciated cost thereof determined on\n                  the basis of Tenant's federal income tax returns).\n\nThe sums payable under this subsection 11.06(e) shall be paid to Landlord as and\nwhen paid by the subtenant to Tenant. In calculating the amounts due Landlord,\nTenant shall be allowed to deduct Tenants Costs with respect to the assignment\nor sublease in question. As used herein, the term \"Tenant's Costs\" shall mean:\n\n      (x)   the reasonable brokerage commissions, legal expenses and advertising\n            expenses incurred by Tenant to third parties in connection with the\n            subletting or assignment in question; and\n\n      (y)   the actual out-of-pocket cost to Tenant of performing commercially\n            reasonable alterations to the demised premises to prepare same for\n            occupancy by the subtenant or assignee in question, the foregoing\n            costs and\/or allowances to be amortized ratably over the term of the\n            sublease in question.\n\n      Tenant shall provide Landlord with evidence reasonably satisfactory to\nLandlord of Tenant's Costs within thirty (30) days after the effective date of\nthe assignment of this Lease or commencement date of the sublease to which same\napply. \n\n            11.07. Landlord's consent to any sublease or assignment shall not be\ndeemed or construed to modify, amend or affect the terms and provisions of this\nLease, or Tenant's obligations hereunder, which shall continue to apply to the\noccupants thereof, as if the sublease or assignment had not been made.\nNotwithstanding any assignment or sublease, Tenant shall remain fully liable for\nthe payment of fixed annual rent and additional rents and for the other\nobligations of this Lease on the part of Tenant to be performed or observed. In\nthe event that Tenant defaults in the payment of any rent, Landlord is\nauthorized to collect any rents due or accruing from any assignee, subtenant or\nother occupant of the demised premises and to apply the net amounts collected to\nthe fixed annual rent and additional rent reserved herein, and the \n\n\n                                       34\n\n\n\nreceipt of any such amounts by Landlord from an assignee or subtenant, or other\noccupant of any part of the demised premises, shall not be deemed or construed\nas releasing Tenant from Tenant's obligations hereunder or the acceptance of\nthat party as a direct tenant.\n\n            11.08. Notwithstanding anything to the contrary contained herein,\nTenant shall not be obligated to make the offer described in Section 11.06\nhereof, and Tenant shall not be required to obtain Landlord's consent to the use\nof desk space in the demised premises by entities or individuals with whom\nTenant has a continuing business relationship provided, however, that Tenant\nshall not (subject to the method of calculation provided below) permit the use\nof desk space involving more in the aggregate than twenty (20%) percent of the\narea of the demised premises. Permission to such persons to use the demised\npremises shall not create a tenancy or any other interest in the demised\npremises except a license revocable by Tenant at will which shall cease and\nexpire in any event automatically without notice upon the expiration or\ntermination of the letting under the Lease, and all acts, omissions and\noperations of such persons and\/or their employees shall be deemed acts,\nomissions and operations of Tenant. Use of the demised premises pursuant hereto\nshall not be deemed to entitle any such occupant to the rights or privileges\nwhich Landlord has or may hereafter accord to lessees of space in the Building.\nFor purposes of determining compliance with the foregoing limitation on the\nsquare foot area of the demised premises allocable to desk space, there shall be\nincluded (i.e., added) to the space devoted specifically to such purposes, an\nallocable share of reception, secretarial, file and other common areas\ncomprising part of the demised premises. Any such desk space shall remain at all\ntimes a part of and shall not be separately demised or separated from the\nbalance of the demised premises, and the occupants thereof shall at all times\ngain access to their space through reception and corridor areas shared with\nTenant.\n\n                                   ARTICLE 12\n\n                            CERTIFICATE OF OCCUPANCY\n\n            12.01. Tenant will not at any time use or occupy the demised\npremises in violation of the Certificate of Occupancy issued for the Building.\n\n\n                                   ARTICLE 13\n\n                           ADJACENT EXCAVATION SHORING\n\n            13.01. If an excavation or other substructure work shall be made\nupon land adjacent to the demised premises, or shall be authorized to be made,\nTenant shall afford to the person causing or authorized to cause such\nexcavation, license to enter upon the demised premises for the purposes of doing\nsuch work as shall be necessary to preserve the wall of or the Building of which\nthe demised premises form a part from injury or damage and to support the \n\n\n                                       35\n\n\n\nsame by proper foundations without any claim for damages or indemnity against\nLandlord, or diminution or abatement of rent.\n\n\n                                   ARTICLE 14\n\n                                  CONDEMNATION\n\n            14.01. In the event that the whole of the demised premises shall be\nlawfully condemned or taken in any manner for any public or quasi-public use,\nthis Lease and the term and estate hereby granted shall forthwith cease and\nterminate as of the date of vesting of title. In the event that only a part of\nthe demised premises shall be so condemned or taken, then, effective as of the\ndate of vesting of title, the fixed annual rent under Article 1 hereunder and\nadditional rents under Articles 3 and 4 hereunder shall be abated in an amount\nthereof apportioned according to the area of the demised premises so condemned\nor taken. In the event that a material part of the Building shall be so\ncondemned or taken, then (a) Landlord (whether or not the demised premises be\naffected) may, at Landlord's option, terminate this Lease and the term and\nestate hereby granted as of the date of such vesting of title by notifying\nTenant in writing of such termination within sixty (60) days following the date\non which Landlord shall have received notice of vesting of title, or (b) if such\ncondemnation or taking shall be of a substantial part of the demised premises or\nof a substantial part of the means of access thereto, Tenant may, at Tenant's\noption, by delivery of notice in writing to Landlord within thirty (30) days\nfollowing the date on which Tenant shall have received notice of vesting of\ntitle, terminate this Lease and the term and estate hereby granted as of the\ndate of vesting of title, or (c) if neither Landlord nor Tenant elects to\nterminate this Lease, as aforesaid, this Lease shall be and remain unaffected by\nsuch condemnation or taking, except that the fixed annual rent payable under\nArticle 1 and additional rents payable under Articles 3 and 4 hereof shall be\nabated to the extent hereinbefore provided in this Article 14. In the event that\nonly a part of the demised premises shall be so condemned or taken and this\nLease and the term and estate hereby granted with respect to the remaining\nportion of the demised premises are not terminated as hereinbefore provided,\nLandlord will, with reasonable diligence and at its expense, restore the\nremaining portion of the demised premises as nearly as practicable to the same\ncondition as it was in prior to such condemnation or taking and to the extent\nreasonably practicable, make the demised premises a single architectural unit.\n\n            14.02. In the event of its termination in any of the cases\nhereinbefore provided, this Lease and the term and estate hereby granted shall\nexpire as of the date of such termination with the same effect as if that were\nthe Expiration Date, and the fixed annual rent and additional rents payable\nhereunder shall be apportioned as of such date.\n\n            14.03. In the event of any condemnation or taking hereinbefore\nmentioned of all or a part of the Building, Landlord shall be entitled to\nreceive the entire award in the condemnation proceeding, including any award\nmade for the value of the estate vested by this Lease in Tenant, and Tenant\nhereby expressly assigns to Landlord any and all right, title and \n\n\n                                       36\n\n\n\ninterest of Tenant now or hereafter arising in or to any such award or any part\nthereof, and Tenant shall be entitled to receive no part of such award. Tenant\nmay make a claim for Tenant's relocation costs and the unamortized cost of any\nTenant property taken thereby, provided that such claim shall not reduce or\nadversely affect Landlord's award.\n\n            14.04. It is expressly understood and agreed that the provisions of\nthis Article 14 shall not be applicable to any condemnation or taking for\ngovernmental occupancy for a limited period.\n\n            14.05. In the event of any taking of less than the whole of the\nBuilding which does not result in a termination of this Lease, or in the event\nof a taking for a temporary use or occupancy of all or any part of the demised\npremises which does not result in a termination of this Lease, Landlord, at its\nexpense, and whether or not any award or awards shall be sufficient for the\npurpose, shall proceed with reasonable diligence to repair, alter and restore\nthe remaining parts of the Building and the demised premises and means of access\nthereto to substantially their former condition to the extent that the same may\nbe feasible and so as to constitute a complete and tenantable Building and\ndemised premises.\n\n            14.06. In the event any part of the demised premises be taken to\neffect compliance with any law or requirement of public authority other than in\nthe manner hereinabove provided in this Article 14, then, (i) if such compliance\nis the obligation of Tenant under this Lease, Tenant shall not be entitled to\nany diminution or abatement of rent or other compensation from Landlord\ntherefor, but (ii) if such compliance is the obligation of Landlord under this\nLease, the fixed annual rent hereunder shall be reduced and additional rents\nunder Article 3 hereof shall be adjusted in the same manner as is provided in\nSection 14.01 according to the reduction in rentable area of the demised\npremises resulting from such taking.\n\n\n                                   ARTICLE 15\n\n                       ACCESS TO DEMISED PREMISES; CHANGES\n\n            15.01. Tenant shall permit Landlord to erect, use and maintain\npipes, ducts and conduits in and through the demised premises, provided the same\nare installed adjacent to or concealed behind walls and ceilings of the demised\npremises. Landlord shall to the extent reasonably practicable install such\npipes, ducts and conduits by such methods and at such locations as will not\nmaterially interfere with or impair Tenant's layout or use of the demised\npremises. Landlord or its agents or designees shall have the right, upon\nreasonable advance notice (except in the case of emergency) to Tenant or any\nauthorized employee of Tenant at the demised premises, to enter the demised\npremises, at reasonable times during business hours, for the making of such\nrepairs or alterations as Landlord may deem necessary for the Building or which\nLandlord shall be required to or shall have the right to make by the provisions\nof this Lease or any other lease in the Building and, subject to the foregoing,\nshall also have the right to \n\n\n                                       37\n\n\n\nenter the demised premises for the purpose of inspecting them or exhibiting them\nto prospective purchasers or lessees of the entire Building or to prospective\nmortgagees of the fee or of the Landlord's interest in the property of which the\ndemised premises are a part or to prospective assignees of any such mortgages or\nto the holder of any mortgage on the Landlord's interest in the property, its\nagents or designees. Landlord shall be allowed to take all material into and\nupon the demised premises that may be required for the repairs or alterations\nabove mentioned as the same is required for such purpose, without the same\nconstituting an eviction of Tenant in whole or in part, and the rent reserved\nshall in no wise abate while said repairs or alterations are being made by\nreason of loss or interruption of the business of Tenant because of the\nprosecution of any such work. Landlord shall exercise reasonable diligence so as\nto minimize the disturbance but nothing contained herein shall be deemed to\nrequire Landlord to perform the same on an overtime or premium pay basis. Tenant\nagrees that Landlord shall have the right at any time to install in the Building\non the inside of the windows thereof, a film to reduce the usage of energy in\nthe Building. Tenant agrees that in the event Landlord shall exercise its option\nto install such film the foregoing provisions of this Section shall apply to the\ninstallation, maintenance or replacement of such film.\n\n            15.02. Landlord reserves the right, without the same constituting an\neviction and without incurring liability to Tenant therefor, to change the\narrangement and\/or location of public entrances, passageways, doors, doorways,\ncorridors, elevators, stairways, toilets or other public parts of the Building;\nprovided, however, that access to the Building shall not be materially impaired\nand that there shall be no unreasonable obstruction of access to the demised\npremises or unreasonable interference with the use or enjoyment thereof.\n\n            15.03. Landlord reserves the right to light from time to time all or\nany portion of the demised premises at night for display purposes without paying\nTenant therefor.\n\n            15.04. Landlord may, during the (12) months prior to expiration of\nthe term of this Lease, exhibit the demised premises to prospective tenants upon\nadvance notice (which may be given orally) to Tenant.\n\n            15.05. If Tenant shall not be personally present to open and permit\nan entry into the demised premises at any time when for any reason an entry\ntherein shall be urgently necessary by reason of fire or other emergency,\nLandlord or Landlord's agents may forcibly enter the same without rendering\nLandlord or such agents liable therefor (if during such entry Landlord or\nLandlord's agents shall accord reasonable care to Tenant's property) and without\nin any manner affecting the obligations and covenants of this Lease.\n\n\n                                   ARTICLE 16\n\n                            CONDITIONS OF LIMITATION\n\n\n                                       38\n\n\n\n           16.01. This Lease and the term and estate hereby granted are subject\nto the limitation that whenever Tenant shall make an assignment of the property\nof Tenant for the benefit of creditors, or shall file a voluntary petition under\nany bankruptcy or insolvency law or any involuntary petition alleging an act of\nbankruptcy or insolvency shall be filed against Tenant under any bankruptcy or\ninsolvency law, or whenever a petition shall be filed by or against Tenant under\nthe reorganization provisions of the United States Bankruptcy Act or under the\nprovisions of any law of like import, or whenever a petition shall be filed by\nTenant under the arrangement provisions of the United States Bankruptcy Act or\nunder the provisions of any law of like import, or whenever a permanent receiver\nof Tenant or of or for the property of Tenant shall be appointed, then, Landlord\nmay, (a) at any time after receipt of such notice of the occurrence of any such\nevent, or (b) if such event occurs without the acquiescence of Tenant, at any\ntime after the event continues for ninety (90) days, give Tenant a notice of\nintention to end the term of this Lease at the expiration of five (5) days from\nthe date of service of such notice of intention, and upon the expiration of said\nfive (5) day period, this Lease and the term and estate hereby granted, whether\nor not the term shall theretofore have commenced, shall terminate with the same\neffect as if that day were the Expiration Date, but Tenant shall remain liable\nfor damages as provided in Article 18 hereof.\n\n           16.02. This Lease and the term and estate hereby granted are subject\nto further limitation as follows:\n\n                  (a)   whenever Tenant shall default in the payment of any\ninstallment of fixed annual rent, or in the payment of any additional rent or\nany other charge payable by Tenant to Landlord, on any day upon which same ought\nto be paid, and such default shall continue for five (5) days after Landlord\nshall have given Tenant a notice specifying such default, or\n\n                  (b)   whenever Tenant shall do or permit anything to be done,\nwhether by action or inaction, contrary to any of Tenant's obligations\nhereunder, and if such situation shall continue and shall not be remedied by\nTenant within twenty (20) days after Landlord shall have given to Tenant a\nnotice specifying the same, or, in the case of a happening or default which\ncannot with due diligence be cured within a period of twenty (20) days and the\ncontinuation of which for the period required for cure will not subject Landlord\nto the risk of criminal liability (as more particularly described in Article 8\nhereof) or termination of any superior lease or foreclosure of any superior\nmortgage, if Tenant shall not, (i) within said twenty (20) day period advise\nLandlord of Tenant's intention to duly institute all steps necessary to remedy\nsuch situation, (ii) duly institute within said twenty (20) day period, and\nthereafter diligently and continuously prosecute to completion all steps\nnecessary to remedy the same and (iii) complete such remedy within such time\nafter the date of the giving of said notice of Landlord as shall reasonably be\nnecessary, or\n\n                  (c)   whenever any event shall occur or any contingency shall\narise whereby this Lease or the estate hereby granted or the unexpired balance\nof the term hereof shall,\n\n\n                                       39\n\n\n\nby operation of law or otherwise, devolve upon or pass to any person, firm or\ncorporation other than Tenant, except as expressly permitted by Article 11\nhereof, or\n\n                  (d)   whenever Tenant shall vacate or abandon the demised\npremises (unless as a result of a casualty), or\n\n                  (e)   whenever in case any other lease held by Tenant from\nLandlord shall expire and terminate (whether or not the term thereof shall then\nhave commenced) as a result of the default of Tenant thereunder or of the\noccurrence of an event as therein provided (other than by expiration of the\nfixed term thereof or pursuant to a cancellation or termination option therein\ncontained), or\n\n                  (f)   whenever Tenant shall default in the due keeping,\nobserving or performance of any covenant, agreement, provision or condition of\nArticle 5 hereof on the part of Tenant to be kept, observed or performed and if\nsuch default shall continue and shall not be remedied by Tenant within 72 hours\nafter Landlord shall have given to Tenant a notice specifying the same,\nthen in any of said cases set forth in the foregoing Subsections (a), (b), (c),\n(d), (e) and (f) Landlord may give to Tenant a notice of intention to end the\nterm of this Lease at the expiration of three (3) days from the date of the\nservice of such notice of intention and upon the expiration of said three (3)\ndays this Lease and the term and estate hereby granted, whether or not the term\nshall theretofore have commenced, shall terminate with the same effect as if\nthat day were the Expiration Date, but Tenant shall remain liable for damages as\nprovided in Article 18 hereof.\n\n                                   ARTICLE 17\n\n                        RE-ENTRY BY LANDLORD, INJUNCTION\n\n            17.01. If Tenant shall default in the payment of any installment of\nfixed annual rent, or of any additional rent, on any date upon which the same\nought to be paid, and if such default shall continue for five (5) days after\nLandlord shall have given to Tenant a notice specifying such default, or if this\nLease shall expire as in Article 16 hereof provided, Landlord or Landlord's\nagents and employees may immediately or at any time thereafter re-enter the\ndemised premises, or any part thereof, either by summary dispossess proceedings\nor by any suitable action or proceeding at law, or by other legal means, without\nbeing liable to indictment, prosecution or damages therefrom, to the end that\nLandlord may have, hold and enjoy the demised premises again as and of its first\nestate and interest therein. The word re-enter, as herein used, is not\nrestricted to its technical legal meaning. In the event of any termination of\nthis Lease under the provisions of Article 16 hereof or if Landlord shall\nre-enter the demised premises under the provisions of this Article 17 or in the\nevent of the termination of this Lease, or of re-entry, by or under any summary\ndispossess or other proceedings or action or any provision of law by reason of\ndefault hereunder on the part of Tenant, Tenant shall thereupon pay to Landlord\nthe fixed \n\n\n                                       40\n\n\n\nannual rent and additional rent payable by Tenant to Landlord up to the time of\nsuch termination of this Lease, or of such recovery of possession of the demised\npremises by Landlord, as the case may be, and shall also pay to Landlord damages\nas provided in Article 18 hereof.\n\n           17.02. In the event of a breach or threatened breach of Tenant of\nany of its obligations under this Lease, Landlord shall also have the right of\ninjunction. The special remedies to which Landlord may resort hereunder are\ncumulative and are not intended to be exclusive of any other remedies or means\nof redress to which Landlord may lawfully be entitled at any time and Landlord\nmay invoke any remedy allowed at law or in equity as if specific remedies were\nnot provided for herein.\n\n           17.03. If this Lease shall terminate under the provisions of Article\n16 hereof, or if Landlord shall re-enter the demised premises under the\nprovisions of this Article 17, or in the event of the termination of this Lease,\nor of re-entry, by or under any summary dispossess or other proceeding or action\nor any provision of law by reason of default hereunder on the part of Tenant,\nLandlord shall be entitled to retain all moneys, if any, paid by Tenant to\nLandlord, whether as advance rent, security or otherwise, but such moneys shall\nbe credited by Landlord against any fixed annual rent or additional rent due\nfrom Tenant at the time of such termination or re-entry or, at Landlord's option\nagainst any damages payable by Tenant under Articles 16 and 18 hereof or\npursuant to law.\n\n           17.04. 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 Landlord\nobtaining possession of the demised premises, by reason of the violation by\nTenant of any of the covenants and conditions of this Lease or otherwise.\n\n\n                                   ARTICLE 18\n\n                                     DAMAGES\n\n           18.01. If this Lease is terminated under the provisions of Article\n16 hereof, or if Landlord shall re-enter the demised premises under the\nprovisions of Article 17 hereof, or in the event of the termination of this\nLease, or of re-entry, by or under any summary dispossess or other proceeding or\naction or any provision of law by reason of default hereunder on the part of\nTenant, Tenant shall pay to Landlord as damages, at the election of Landlord,\neither:\n\n                  (a)   a sum which at the time of such termination of this\nLease or at the time of any such re-entry by Landlord, as the case may be,\nrepresents the then present value of the excess, if any, of\n\n                        (1)   the aggregate of the fixed annual rent and the\n                  additional rent payable hereunder which would have been\n                  payable by Tenant \n\n\n                                       41\n\n\n\n                  (conclusively presuming that additional rent on account of\n                  increases in Taxes, and Operating Expense shall increase at\n                  the average of the rates of increase thereof previously\n                  experienced by Landlord during the period (not to exceed 3\n                  years) prior to such termination) for the period commencing\n                  with such earlier termination of this Lease or the date of any\n                  such re-entry, as the case may be, and ending with the\n                  Expiration Date, had this Lease not so terminated or had\n                  Landlord not so re-entered the demised premises, over\n\n                        (2)   the aggregate rental value of the demised premises\n                  for the same period, or\n\n                  (b)   sums equal to the fixed annual rent and the additional\nrent payable hereunder which would have been payable by Tenant had this Lease\nnot so terminated, or had Landlord not so re-entered the demised premises,\npayable upon the due dates therefor specified herein following such termination\nor such re-entry and until the Expiration Date, provided, however, that if\nLandlord shall re-let the demised premises during said period, Landlord shall\ncredit Tenant with the net rents received by Landlord from such re-letting, such\nnet rents to be determined by first deducting from the gross rents as and when\nreceived by Landlord from such re-letting the expenses paid or incurred by\nLandlord in terminating this Lease or in re-entering the demised premises and in\nsecuring possession thereof, as well as the expenses of re-letting, including\naltering and preparing the demised premises for new tenants, brokers'\ncommissions, and all other expenses properly chargeable against the demised\npremises and the rental thereof; it being understood that any such re-letting\nmay be for a period shorter or longer than the remaining term of this Lease; but\nin no event shall Tenant be entitled to receive any excess of such net rents\nover the sums payable by Tenant to Landlord hereunder, or shall Tenant be\nentitled in any suit for the collection of damages pursuant to this subsection\nto a credit in respect of any net rents from a re-letting, except to the extent\nthat such net rents are actually received by Landlord. If the demised premises\nor any part thereof should be re-let in combination with other space, then\nproper apportionment on a square foot basis shall be made of the rent received\nfrom such re-letting and of the expenses of re-letting.\n\n           If the demised premises or any part thereof be re-let by Landlord for\nthe unexpired portion of the term of this Lease, or any part thereof, before\npresentation of proof of such damages to any court, commission or tribunal, the\namount of rent reserved upon such re-letting shall, prima facie, be the fair and\nreasonable rental value for the demised premises, or part thereof, so re-let\nduring the term of the re-letting.\n\n           18.02. Suit or suits for the recovery of such damages, or any\ninstallments thereof, may be brought by Landlord from time to time at its\nelection, and nothing contained herein shall be deemed to require Landlord to\npostpone suit until the date when the term of this Lease would have expired if\nit had not been so terminated under the provisions of Article 16, or under any\nprovision of law, or had Landlord not re-entered the demised premises. Nothing\nherein \n\n\n                                       42\n\n\n\ncontained shall be construed to limit or preclude recovery by Landlord against\nTenant of any sums or damages to which, in addition to the damages particularly\nprovided above, Landlord may lawfully be entitled by reason of any default\nhereunder on the part of Tenant. Nothing herein contained shall be construed to\nlimit or prejudice the right of Landlord to prove for and obtain as liquidated\ndamages by reason of the termination of this Lease or re-entry of the demised\npremises for the default of Tenant under this Lease, an amount equal to the\nmaximum allowed by any statute or rule of law in effect at the time when, and\ngoverning the proceedings in which such damages are to be proved whether or not\nsuch amount be greater, equal to, or less than any of the sums referred to in\nSection 18.01 hereof.\n\n                                   ARTICLE 19\n\n                LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS\n\n           19.01. If Tenant shall default in the observance or performance of\nany term or covenant on Tenant's part to be observed or performed under or by\nvirtue of any of the terms or provisions in any Article of this Lease and,\nexcept in case of emergency, such default shall continue after notice and beyond\nany applicable grace periods (a) Landlord may remedy such default for the\naccount of Tenant, immediately and without notice in case of emergency, or in\nany other case only provided that Tenant shall fail to remedy such default with\nall reasonable dispatch after Landlord shall have notified Tenant in writing of\nsuch default and the applicable grace period for curing such default shall have\nexpired; and (b) if Landlord makes any expenditures or incurs any obligations\nfor the payment of money in connection with such default including, but not\nlimited to, reasonable attorney's fees in instituting, prosecuting or defending\nany action or proceeding, such sums or obligations incurred, with interest at\nthe Interest Rate, shall be deemed to be additional rent hereunder and shall be\npaid by Tenant to Landlord within twenty (20) days after rendition of a bill to\nTenant therefor. Tenant shall be allowed (but not as a condition to its\nobligation to make the foregoing payment(s) in a timely manner) to review copies\nof invoices for all charges incurred by Landlord in connection with the\npreceding sentence provided Tenant requests to review said invoices within\nfifteen (15) days after the rendition of a bill therefor.\n\n\n                                   ARTICLE 20\n\n                                 QUIET ENJOYMENT\n\n           20.01. Landlord covenants and agrees that subject to the terms and\nprovisions of this Lease, if, and so long as, Tenant keeps and performs each and\nevery covenant, agreement, term, provision and condition herein contained on the\npart or on behalf of Tenant to be kept or performed, then Tenant's right under\nthis Lease shall not be cut off or ended before the expiration of the term of\nthis Lease, subject however, to: (i) the obligations of this Lease, and (ii) as\n\n\n                                       43\n\n\n\nprovided in Article 25 hereof with respect to ground and underlying leases and\nmortgages which affect this Lease.\n\n\n                                   ARTICLE 21\n\n                             SERVICES AND EQUIPMENT\n\n           21.01. So long as Tenant is not in default under any of the covenants\nof this Lease, Landlord shall, at its cost and expense:\n\n                  (a)   Provide necessary passenger elevator facilities on\nBusiness Days from 8:00 A.M. to 6:00 P.M. and shall have at least one elevator\nsubject to call at all other times. At Landlord's option, the elevators shall be\noperated by automatic control or manual control, or by a combination of both of\nsuch methods.\n\n                  (b)   Provide non-exclusive freight elevator facilities on\nBusiness days during usual hours of operation thereof. At all other times,\nTenant shall be permitted by prearrangement on a first come first serve basis to\nschedule reserved freight elevator service. All such arrangements and use shall\nbe subject to Landlord's Building rules therefor and union requirements and\nTenant shall pay for the use of the freight elevator at Landlord's standard\nrates then in effect. Notwithstanding the foregoing, Tenant shall have the right\nto utilize the freight elevator facilities at no charge during (i) Tenant's Work\n(as defined herein) for an aggregate total amount of twenty (20) hours, and (ii)\nTenant's initial move in (\"Move In\") for an aggregate total amount of eight (8)\nhours. During Tenant's Work and Move In, Tenant must reserve and utilize the\nfreight elevator facilities for blocks of time consisting of a minimum of two\n(2) consecutive hours. Tenant shall pay for the use of the freight elevator\nfacilities in excess of the time allotted in clauses (i) and (ii) above at the\nstandard building rates then in effect.\n\n\n                  (b)   Landlord shall furnish heat and air-conditioning through\nthe Building systems when seasonably required on Business Days, from 8:00 A.M.\nto 6:00 P.M. Tenant shall in any event cause all of the windows in the demised\npremises to be kept closed and shall cause and keep entirely unobstructed all\nthe vents, intakes, outlets and grilles, at all times and shall comply with and\nobserve all regulations and requirements prescribed by Landlord for the proper\nfunctioning of the heating, ventilating and air-conditioning systems. In the\nevent that Tenant shall require air-conditioning, or heating at such times as\nsame are not furnished by Landlord, Tenant shall give Landlord reasonable\nadvance notice of such requirement and, if same is furnished by Landlord, Tenant\nagrees to pay the Landlord's Building standard charges therefor as additional\nrent.\n\n                  (c)   Provide cleaning and janitorial services on Business\nDays. Tenant shall pay to Landlord on demand the costs incurred by Landlord for\n(a) extra cleaning work in the \n\n\n                                       44\n\n\n\ndemised premises required because of (i) misuse or neglect on the part of Tenant\nor its employees or visitors, (ii) use of portions of the demised premises for\npreparation, serving or consumption of food or beverages, data processing, or\nreproducing operations, private lavatories or toilets or other special purposes\nrequiring greater or more difficult cleaning work than office areas, (iii)\nunusual quantity of interior glass surfaces, (iv) non-building standard\nmaterials or finishes installed by Tenant or at its request and (b) removal from\nthe demised premises and the Building of so much of any refuse and rubbish of\nTenant as shall exceed that ordinarily accumulated daily in the routine of\nbusiness office occupancy. Landlord, its cleaning contractor and their employees\nshall have After Hours access to the demised premises and the free use of light,\npower and water in the demised premises as reasonably required for the purpose\nof cleaning the demised premises in accordance with Landlord's obligations\nhereunder.\n\n                  (d)   Furnish hot and cold water for lavatory and drinking,\nkitchenette and office cleaning purposes. If Tenant requires, uses or consumes\nwater for any other purposes, Tenant agrees to Landlord installing a meter or\nmeters or other means to measure Tenant's water consumption, and Tenant further\nagrees to reimburse Landlord for the cost of the meter or meters and the\ninstallation thereof, and to pay for the maintenance of said meter equipment\nand\/or to pay Landlord's cost of other means of measuring such water consumption\nby Tenant. Tenant shall reimburse Landlord for the cost of all water consumed,\nas measured by said meter or meters or as otherwise measured, including sewer\nrents.\n\n           21.02. Landlord reserves the right without any liability whatsoever,\nor abatement of fixed annual rent, or additional rent, to stop the heating,\nair-conditioning, elevator, plumbing, electric and other systems when necessary\nby reason of accident or emergency or for repairs, alterations, replacements or\nimprovements. If the demised premises shall be rendered untenantable for a\nperiod of thirty (30) consecutive days by reason Landlord's failure or inability\nto supply any service which it is obligated to supply under this Lease as\nprovided that during such period of untenantability Tenant actually discontinues\nuse of the demised premises for the conduct of its business, then unless such\ncessation of services is caused by the negligence or intentional or wrongful act\nor omission of Tenant, its agents, employees, contractors or invitees, the fixed\nannual rent and additional rent payable pursuant to Section 1.01 of this Lease\nshall abate for the remainder of any such period of untenantability or until\nsuch period as Tenant resumes the use of the demised premises.\n\n           21.03. It is expressly agreed that only Landlord or any one or more\npersons, firms or corporations authorized in writing by Landlord will be\npermitted to furnish laundry, linen towels, or other similar supplies and\nservices to tenants and licensees in the Building. Landlord may fix, in its own\nabsolute discretion, at any time and from time to time, the hours during which\nand the regulations under which such supplies and services are to be furnished.\nLandlord expressly reserves the right to act as or designate, at any time and\nfrom time to time, an exclusive supplier of all or any one or more of the said\nsupplies and services, provided that the quality thereof and the charges\ntherefor are reasonably comparable to that of other suppliers; and Landlord\nfurthermore expressly reserves the right to exclude from the Building any\nperson, firm \n\n\n                                       45\n\n\n\nor corporation attempting to furnish any of said supplies or services but not so\ndesignated by Landlord. It is understood, however, that Tenant or regular office\nemployees of Tenant who are not employed by any supplier of such food or\nbeverages or by any person, firm or corporation engaged in the business of\npurveying such food or beverages, may personally bring food or beverages into\nthe Building for consumption within the demised premises by employees of Tenant,\nbut not for resale to or for consumption by any other tenant. Landlord may fix\nin its absolute discretion, at any time and from time to time, the hours during\nwhich, and the regulations under which, foods and beverages may be brought into\nthe Building by persons other than the regular employees of Tenant.\n\n           21.04. Tenant agrees to employ such office maintenance contractors as\nLandlord may from time to time designate, for all waxing, polishing, lamp\nreplacement, cleaning and maintenance work in the demised premises, provided\nthat the quality thereof and the charges therefor are reasonably comparable to\nthat of other contractors. Tenant shall not employ any other contractor without\nLandlord's prior written consent however, Tenant shall not require Landlord's\nconsent to use Tenant's employees for the activities designated herein.\n\n           21.05. Landlord will not be required to furnish any other services,\nexcept as otherwise provided in this Lease.\n\n\n                                   ARTICLE 22\n\n                                   DEFINITIONS\n\n           22.01. The term \"Landlord\" as used in this Lease means only the\nowner, or the mortgagee in possession, for the time being of the Land and\nBuilding (or the owner of a lease of the Building or of the Land and Building),\nso that in the event of any transfer of title to said Land and Building or said\nlease, or in the event of a lease of the Building, or of the Land and Building,\nupon notification to Tenant of such transfer or lease the said transferor\nLandlord shall be and hereby is entirely freed and relieved of all future\ncovenants, obligations and liabilities of Landlord hereunder, and it shall be\ndeemed and construed as a covenant running with the land without further\nagreement between the parties or their successors in interest, or between the\nparties and the transferee of title to said Land and Building or said lease, or\nthe said lessee of the Building, or of the Land and Building, that the\ntransferee or the lessee has assumed and agreed to carry out any and all such\ncovenants, obligations and liabilities of Landlord hereunder.\n\n           22.02. The term \"Business Days\" as used in this Lease shall exclude\nSaturdays, Sundays and all days observed by the Federal, State or local\ngovernment as legal holidays as well as all other days recognized as holidays\nunder applicable union contracts.\n\n           22.03. \"Interest Rate\" shall mean a rate per annum equal to the\nlesser of (a) 2% above the commercial lending rate announced from time to time\nby The Chase Manhattan Bank \n\n\n                                       46\n\n\n\n(New York, New York), as its prime rate for 90 day unsecured loans, or (b) the\nmaximum applicable legal rate, if any.\n\n           22.04. \"Legal Requirements\" shall mean laws, statutes and ordinances\n(including building codes and zoning regulations, and ordinances) and the\norders, rules, and regulations, directives and requirements of all federal,\nstate, county, city and borough departments, bureaus, boards, agencies, offices,\ncommissions and other subdivisions thereof, or of any official thereof, or of\nany other governmental public or quasi-public authority, whether now or\nhereafter in force, which may be applicable to the Land or Building or the\ndemised premises or any part thereof, or the sidewalks, curbs or areas adjacent\nthereto and all requirements, obligations and conditions of all instruments of\nrecord on the date of this Lease.\n\n\n                                   ARTICLE 23\n\n                           INVALIDITY OF ANY PROVISION\n\n           23.01. If any term, covenant, condition or provision of this Lease or\nthe application thereof to any circumstance or to any person, firm or\ncorporation shall be invalid or unenforceable to any extent, the remaining\nterms, covenants, conditions and provisions of this Lease or the application\nthereof to any circumstances or to any person, firm or corporation other than\nthose as to which any term, covenant, condition or provision is held invalid or\nunenforceable, shall not be affected thereby and each remaining term, covenant,\ncondition and provision of this Lease shall be valid and shall be enforceable to\nthe fullest extent permitted by law.\n\n\n                                   ARTICLE 24\n\n                                    BROKERAGE\n\n           24.01. Tenant covenants, represents and warrants that Tenant has had\nno dealings or communications with any broker, or agent other than\nInsignia\/Edward S. Gordon Company, Inc. (which is representing Landlord) and\nJulien J. Studley in connection with the consummation of this Lease, and Tenant\ncovenants and agrees to pay, hold harmless and indemnify Landlord from and\nagainst any and all cost, expense (including reasonable attorneys' fees) or\nliability for any compensation, commissions or charges claimed by any broker or\nagent, other than the broker set forth in this Section 24.01, with respect to\nthis Lease or the negotiation thereof.\n\n           24.02 Landlord represents and warrants to Tenant that Landlord has\nhad no dealings or negotiations in connection with the consummation of this\nLease with any broker purporting to represent Tenant other than Julien J.\nStudley Inc., and Landlord covenants and \n\n\n                                       47\n\n\n\nagrees to pay, hold harmless and indemnify Tenant from and against any and all\ncost, expense or liability that Tenant shall incur as a result of a breach by\nLandlord of the foregoing representation.\n\n\n                                   ARTICLE 25\n\n                                  SUBORDINATION\n\n           25.01. This Lease is and shall be subject and subordinate to all\nground or underlying leases which may now or hereafter affect the real property\nof which the demised premises forms a part and to all mortgages which may now or\nhereafter affect such leases or such real property, and to all renewals,\nmodifications, replacements and extensions thereof. The provisions of this\nSection 25.01 shall be self operative and no further instrument of subordination\nshall be required. In confirmation of such subordination, Tenant shall promptly\nexecute and deliver at its own cost and expense any instrument, in recordable\nform if required, that Landlord, the lessor of the ground or underlying lease or\nthe holder of any such mortgage or any of their respective successors in\ninterest may request to evidence such subordination, and Tenant hereby\nconstitutes and appoints Landlord or its successors in interest to be Tenant's\nattorney in fact, irrevocably and coupled with an interest, to execute and\ndeliver any such instrument for and on behalf of Tenant.\n\n           25.02. In the event of a termination of any ground or underlying\nlease, or if the interests of Landlord under this Lease are transferred by\nreason of, or assigned in lieu of, foreclosure or other proceedings for\nenforcement of any mortgage, or if the holder of any mortgage acquires a lease\nin substitution therefor, then Tenant under this Lease will, at the option to be\nexercised in writing by the lessor under such ground or underlying lease or such\nmortgagee or purchaser, assignee or lessee, as the case may be, either (i)\nattorn to it and will perform for its benefit all the terms, covenants and\nconditions of this Lease on Tenant's part to be performed with the same force\nand effect as if said lessor, such mortgagee or purchaser, assignee or lessee,\nwere the landlord originally named in this Lease, or (ii) enter into a new lease\nwith said lessor or such mortgagee or purchaser, assignee or lessee, as\nlandlord, for the remaining term of this Lease and otherwise on the same terms\nand conditions and with the same options, if any, then remaining. The foregoing\nprovisions of clause (i) of this Section 25.02 shall enure to the benefit of\nsuch lessor, mortgagee, purchaser, assignee or lessee, shall be self operative\nupon the exercise of such option, and no further instrument shall be required to\ngive effect to said provisions. Tenant, however, upon demand of any such lessor,\nmortgagee, purchaser, assignee or lessee agrees to execute, from time to time,\ninstruments in confirmation of the foregoing provisions of this Section 25.02,\nreasonably satisfactory to any such lessor, mortgagee, purchaser, assignee or\nlessee, acknowledging such attornment and setting forth the terms and conditions\nof its tenancy. Tenant hereby constitutes and appoints Landlord or its\nsuccessors in interest to be the Tenant's attorney in fact, irrevocably and\ncoupled with an interest, to execute and deliver such instrument of attornment,\nor such new lease, if the Tenant refuses or fails to do so promptly upon\nrequest.\n\n\n                                       48\n\n\n\n           25.03. Anything herein contained to the contrary notwithstanding,\nunder no circumstances shall the aforedescribed lessor under the ground lease or\nmortgagee or purchaser, assignee or lessee, as the case may be, whether or not\nit shall have succeeded to the interests of the landlord under this Lease, be\n\n                  (a)   liable for any act, omission or default of any prior\nlandlord; or\n\n                  (b)   subject to any offsets, claims or defenses which Tenant\nmight have against any prior landlord; or\n\n                  (c)   bound by any rent or additional rent which Tenant might\nhave paid to any prior landlord for more than one month in advance of the due\ndate; or\n\n                  (d)   bound by any modification, amendment or abridgment of\nthe Lease, or any cancellation or surrender of the same, made without its prior\nwritten approval.\n\n           25.04 Landlord shall use its reasonable efforts to obtain from any\nmortgagee of superior Lessor, or from any future mortgagee or any future ground\nor superior lessor, a non-disturbance agreement with Tenant on such mortgagee's\nor lessor's standard form at no cost to Landlord. In the event any such\nmortgagee or ground or superior lessor shall fail to provide such a\nnon-disturbance agreement to Tenant, Landlord shall have no liability to Tenant\nand this Lease shall not be affected.\n\n           25.05. If, in connection with the financing of the Building, the\nholder of any mortgage shall request reasonable modifications in this Lease as a\ncondition of approval thereof, Tenant shall not unreasonably withhold, delay or\ndefer making such modifications provided there is no change in the monetary\nobligations and no material changes in the terms of this Lease.\n\n\n                                   ARTICLE 26\n\n                       CERTIFICATES OF LANDLORD AND TENANT\n\n           26.01. Each party agrees, at any time and from time to time, as\nrequested by the other party, upon not less than ten (10) days prior notice, to\nexecute and deliver to the other a statement certifying that this Lease is\nunmodified and in full force and effect (or if there have been modifications,\nthat the same is in full force and effect as modified and stating the\nmodifications), certifying the dates to which the fixed annual rent and\nadditional rent have been paid, and stating whether or not, to the best\nknowledge of the signer, the other party is in default in performance of any of\nits obligations under this Lease, and, if so, specifying each such default of\nwhich the signer may have knowledge, it being intended that any such statement\ndelivered \n\n\n                                       49\n\n\n\npursuant hereto may be relied upon by others with whom the party requesting such\ncertificate may be dealing.\n\n           26.02. Tenant agrees that, except for the first month's rent\nhereunder, it will pay no rent under this Lease more than thirty (30) days in\nadvance of its due date, if so restricted by any existing or future ground lease\nor mortgage to which this Lease is subordinated or by an assignment of this\nLease to the ground lessor or the holder of such mortgage, and, in the event of\nany act or omission by Landlord, Tenant will not exercise any right to terminate\nthis Lease or to remedy the default and deduct the cost thereof from rent due\nhereunder until Tenant shall have given written notice of such act or omission\nto the ground lessor and to the holder of any mortgage on the fee or the ground\nlease who shall have furnished such lessor's or holder's last address to Tenant,\nand until a reasonable period for remedying such act or omission shall have\nelapsed following the giving of such notices, during which time such lessor or\nholder shall have the right, but shall not be obligated, to remedy or cause to\nbe remedied such act or omission. Tenant shall not exercise any right pursuant\nto this Section 26.02 if the holder of any mortgage or such aforesaid lessor\ncommences to cure such aforesaid act or omission within a reasonable time and\ndiligently prosecutes such cure thereafter.\n\n\n                                   ARTICLE 27\n\n                     LEGAL PROCEEDINGS WAIVER OF JURY TRIAL\n\n           27.01. Landlord and Tenant do hereby waive trial by jury in any\naction, proceeding or counterclaim brought by either of the parties hereto\nagainst the other on any matters whatsoever arising out of or in any way\nconnected with this Lease, the relationship of Landlord and Tenant, Tenant's use\nor occupancy of the demised premises, and\/or any other claims (except claims for\nbodily injury or damage to physical property), and any emergency statutory or\nany other statutory remedy. It is further mutually agreed that in the event\nLandlord commences any summary proceeding, Tenant will not interpose and does\nhereby waive the right to interpose any counterclaim of whatever nature or\ndescription in any such proceeding other than a mandatory counterclaim.\n\n\n                                   ARTICLE 28\n\n                              SURRENDER OF PREMISES\n\n           28.01. Upon the expiration or other termination of the term of this\nLease, Tenant shall quit and surrender to Landlord the demised premises, broom\nclean, in good order and condition, ordinary wear and tear and damage by fire,\nthe elements or other casualty excepted, and Tenant shall remove all of its\nproperty as herein provided. Tenant's obligation to observe or perform this\ncovenant shall survive the expiration or other termination of the term of this\nLease.\n\n\n                                       50\n\n\n\n           28.02. In the event Tenant shall remain in possession of the demised\npremises after the expiration or other termination of the term of this Lease,\nsuch holding over shall not constitute a renewal or extension of this Lease.\nLandlord may, at its option, elect to treat Tenant as one who has not removed at\nthe end of the term, and shall thereupon be entitled to all of the remedies\nagainst Tenant provided by law in that situation or Landlord may elect to\nconstrue such holding over as a tenancy from month-to-month, subject to all of\nthe terms and conditions of this Lease, except as to the duration thereof, and\nthe minimum rent or use and occupancy, as the case may be, shall be due, in\neither of such events, at a monthly rate equal to one and one-half (1.5) times\nthe monthly installment of minimum rent which would otherwise be payable for\nsuch month, together with any and all additional rent. In addition to the\nforegoing, if the demised premises is not surrendered on the Expiration Date,\nTenant shall indemnify Landlord against loss or liability resulting from the\ndelay by Tenant in so surrendering the demised premises, including, without\nlimitation, claims by any succeeding occupant founded on such delay and damages\nor loss which Landlord may incur by any lost leasing opportunity or transaction.\n\n\n                                   ARTICLE 29\n\n                              RULES AND REGULATIONS\n\n           29.01. Tenant and Tenant's servants, employees and agents shall\nobserve faithfully and comply strictly with the Rules and Regulations set forth\nin Schedule B attached hereto and made part hereof, and the Alteration Rules and\nRegulations, collectively referred to herein as the entitled the \"Rules and\nRegulations\" and such other and further reasonable Rules and Regulations as\nLandlord or Landlord's agents may from time to time adopt provided, however,\nthat in case of any conflict or inconsistency between the provisions of this\nLease and of any of the Rules and Regulations as originally or as hereafter\nadopted, the provisions of this Lease shall control. Reasonable written notice\nof any additional Rules and Regulations shall be given to Tenant. Landlord shall\nnot discriminate against Tenant in the enforcement of Rules and Regulations.\n\n           Nothing in this Lease contained shall be construed to impose upon\nLandlord any duty or obligation to enforce the Rules and Regulations or the\nterms, covenants or conditions in any other lease, against any other tenant of\nthe Building and Landlord shall not be liable to Tenant for violation of the\nsame by any other tenant, its servants, employees, agents, visitors or\nlicensees.\n\n\n                                   ARTICLE 30\n\n                             CONSENTS AND APPROVALS\n\n\n                                       51\n\n\n\n           30.01. Wherever in this Lease Landlord's consent or approval is\nrequired, if Landlord shall delay or refuse such consent or approval, Tenant in\nno event shall be entitled to make, nor shall Tenant make, any claim, and Tenant\nhereby waives any claim, for money damages (nor shall Tenant claim any money\ndamages by way of setoff, counterclaim or defense) based upon any claim or\nassertion by Tenant that Landlord unreasonably withheld or unreasonably delayed\nits consent or approval. Tenant's sole remedy shall be an action or proceeding\nto enforce any such provision, for specific performance, injunction or\ndeclaratory judgment.\n\n                                   ARTICLE 31\n\n                                     NOTICES\n\n           31.01. Any notice or demand, consent, approval or disapproval, or\nstatement required to be given by the terms and provisions of this Lease, or by\nany law or governmental regulation, either by Landlord to Tenant or by Tenant to\nLandlord, shall be in writing. Unless otherwise required by such law or\nregulation, such notice or demand shall be given, and shall be deemed to have\nbeen served and given when such notice or demand is mailed by registered or\ncertified mail return receipt requested deposited enclosed in a securely closed\npostpaid wrapper, in a United States Government general or branch post office,\nor official depository within the exclusive care and custody thereof, addressed\nto either party, at its address set forth on page 1 of this Lease provided any\nnotice to Tenant shall be addressed to the attention of Jay Friesel, Executive\nVice President, with a copy to be addressed to the attention of Mark Moran,\nGeneral Counsel. After Tenant shall occupy the demised premises, the address of\nTenant for notices, demands, consents, approvals or disapprovals shall be the\nBuilding. Either party may, by notice as aforesaid, designate a different\naddress or addresses for notices, demands, consents, approvals or disapprovals.\n\n           31.02. In addition to the foregoing, either Landlord or Tenant may,\nfrom time to time, request in writing that the other party serve a copy of any\nnotice or demand, consent, approval or disapproval, or statement, on one other\nperson or entity designated in such request, such service to be effected as\nprovided in Section 31.01 hereof.\n\n\n                                   ARTICLE 32\n\n                                    NO WAIVER\n\n           32.01. No agreement to accept a surrender of this Lease shall be\nvalid unless in writing signed by Landlord. No employee of Landlord or of\nLandlord's agents shall have any power to accept the keys of the demised\npremises prior to the termination of this Lease. The delivery of keys to any\nemployee of Landlord or of Landlord's agent shall not operate as a \n\n\n                                       52\n\n\n\ntermination of this Lease or a surrender of the demised premises. In the event\nof Tenant at any time desiring to have Landlord sublet the demised premises for\nTenant's account, Landlord or Landlord's agents are authorized to receive said\nkeys for such purpose without releasing Tenant from any of the obligations under\nthis Lease. The failure of Landlord or Tenant to seek redress for violation of,\nor to insist upon the strict performance of, any covenant or condition of this\nLease or of Landlord to do so with respect to any of the Rules and Regulations\nset forth herein, or hereafter adopted by Landlord, shall not prevent a\nsubsequent act, which would have originally constituted a violation from having\nall the force and effect of an original violation. The receipt by Landlord of\nrent with or without knowledge of the breach of any covenant of this Lease shall\nnot be deemed a waiver of such breach. The failure of Landlord to enforce any of\nthe Rules and Regulations set forth herein, or hereafter adopted, against Tenant\nand\/or any other tenant in the Building shall not be deemed a waiver of any such\nRules and Regulations. No provision of this Lease shall be deemed to have been\nwaived by Landlord or Tenant, unless such waiver be in writing signed by the\nparty to be charged therewith. No payment by Tenant or receipt by Landlord of a\nlesser amount than the monthly rent herein stipulated shall be deemed to be\nother than on the account of the earliest stipulated rent, nor shall any\nendorsement or payment of rent be deemed an accord and satisfaction, and\nLandlord may accept such check or payment without prejudice to Landlord's right\nto recover the balance of such rent or pursue any other remedy in this Lease\nprovided.\n\n           32.02. This Lease contains the entire agreement between the parties,\nand any agreement hereafter made shall be ineffective to change, modify,\ndischarge or effect an abandonment of it in whole or in part unless such\nagreement is in writing and signed by the party against whom enforcement of the\nchange, modification, discharge or abandonment is sought.\n\n\n                                   ARTICLE 33\n\n                                    CAPTIONS\n\n           33.01. The captions are inserted only as a matter of convenience and\nfor reference, and in no way define, limit or describe the scope of this Lease\nnor the intent of any provision thereof.\n\n\n                                   ARTICLE 34\n\n                              INABILITY TO PERFORM\n\n           34.01. If, by reason of (1) strike, (2) labor troubles, (3)\ngovernmental preemption in connection with a national emergency, (4) any rule,\norder or regulation of any governmental agency, (5) conditions of supply or\ndemand which are affected by war or other national, state or municipal\nemergency, or any other cause or (6) any cause beyond Landlord's reasonable\ncontrol, Landlord shall be unable to fulfill its obligations under this Lease or\nshall be unable to supply any \n\n\n                                       53\n\n\n\nservice which Landlord is obligated to supply, Landlord shall have no liability\nin connection therewith and this Lease and Tenant's obligation to pay rent\nhereunder shall in no wise be affected, impaired or excused.\n\n\n                                   ARTICLE 35\n\n                         NO REPRESENTATIONS BY LANDLORD\n\n           35.01. Landlord or Landlord's agents have made no representations or\npromises with respect to the Building or demised premises except as herein\nexpressly set forth.\n\n                                   ARTICLE 36\n\n                                NAME OF BUILDING\n\n           36.01. Landlord shall have the full right at any time to name and\nchange the name of the Building and to change the designated address of the\nBuilding. The Building may be named after any person, firm, or otherwise,\nwhether or not such name is, or resembles, the name of a tenant of the Building.\n\n           36.02 Landlord will, at the request of Tenant, maintain listings on\nthe Building directory of the name of Tenant, and the name of any employees of\nTenant provided the total number of such listings shall not exceed Tenant's\nProportionate Share of the available spaces. The listing of any name other than\nthat of Tenant, whether on the doors of the demised premises, on the Building\ndirectory, or otherwise, shall not operate to vest any right or interest in this\nlease or in the demised premises or be deemed to be the written consent of\nLandlord to the occupancy of any portion of the demised premises by such person,\nit being expressly understood that any such listing is a privilege extended by\nLandlord revocable at will by written notice to Tenant.\n\n\n                                   ARTICLE 37\n\n                              RESTRICTIONS UPON USE\n\n           37.01. It is expressly understood that no portion of the demised\npremises shall be used as, or for (i) a bank, trust company, savings bank,\nindustrial bank, savings and loan association or personal loan bank (or any\nbranch office or public accommodation office of any of the foregoing), or (ii) a\npublic stenographer or typist, barber shop, beauty shop, beauty parlor or shop,\ntelephone or telegraph agency, telephone or secretarial service, messenger\nservice, travel or tourist agency, employment agency, public restaurant or bar,\ncommercial document reproduction or offset printing service, public vending\nmachines, retail, wholesale or discount shop for sale of \n\n\n                                       54\n\n\n\nmerchandise, retail service shop, labor union, school or classroom, governmental\nor quasi-governmental bureau, department or agency, including an autonomous\ngovernmental corporation, a firm whose principal business is real estate\nbrokerage, or a company engaged in the business of renting office or desk space.\n\n\n                                   ARTICLE 38\n\n                                   ARBITRATION\n\n           38.01. In each case specified in this Lease in which resort to\narbitration shall be required, such arbitration (unless otherwise specifically\nprovided in other Sections of this Lease) shall be in New York City in\naccordance with the Commercial Arbitration Rules of the American Arbitration\nAssociation and the provisions of this Lease. The decision and award of the\narbitrators shall be in writing, shall be final and conclusive on the parties,\nand counterpart copies thereof shall be delivered to each of the parties. In\nrendering such decision and awards, the arbitrators shall not add to, subtract\nfrom or otherwise modify the provisions of this Lease. Judgment may be had on\nthe decision and award of the arbitrators so rendered in any court of competent\njurisdiction.\n\n           38.02 If, in connection with Articles 6 or 11 of this Lease, Landlord\nor Tenant desires to determine any dispute between Landlord and Tenant as to the\nreasonableness of the other's decision, such dispute shall, at either party's\noption, be settled and finally determined by arbitration in The City of New York\nin accordance with the following provisions of this Section. Within ten (10)\nbusiness days next following the giving of any notice by Landlord or Tenant\nstating that it wishes such dispute to be so determined, Landlord and Tenant\nshall each give notice to the other setting forth the name and address of an\narbitrator designated by the party giving such notice. If either party shall\nfail to give notice of such designation within said ten (10) business days, then\nthe arbitrator chosen by the other side shall make the determination alone. If\nthe two arbitrators shall fail to agree upon the designation of a third\narbitrator within five (5) business days after the designation of the second\narbitrator then either party may apply to the Chairman of the Management\nDivision of the Real Estate Board of New York, Inc. for the designation of such\narbitrator and if he is unable or refuses to act within ten (10) business days\nthen either party may apply to the Supreme Court in New York County or to any\nother court having jurisdiction for the designation of such arbitrator. The\nthree arbitrators shall conduct such hearings as they deem appropriate, making\ntheir determination in writing and giving notice to Landlord and Tenant of their\ndetermination as soon as practicable, and if possible, within five (5) business\ndays after the designation of the third arbitrator; the concurrence of or, in\nthe event no two of the arbitrators shall render a concurrent determination,\nthen the determination of the third arbitrator designated shall be biding upon\nLandlord and Tenant. Judgment upon any decision rendered in any arbitration held\npursuant to this Section shall be final and binding upon Landlord and Tenant,\nwhether or not a judgment shall be entered in any court. Each party shall pay\nits own counsel fees and expenses, if any, in connection with any arbitration\nunder this Section, including\n\n\n                                       55\n\n\n\nthe expenses and fees of any arbitrator selected by it in accordance with the\nprovisions of this Section, and the parties shall share all other expenses and\nfees of any such arbitration. The arbitrators shall be bound by the provisions\nof this Lease, and shall not add to, subtract from or otherwise modify such\nprovisions. The sole function of the arbitrators shall be to determine whether\nLandlord or Tenant, as the case may be, has acted reasonably and to require\nLandlord or Tenant, as the case may be, to grant such consent or approval or to\ntake action, and they may not award damages or grant any other monetary award or\nrelief in the proceeding.\n\n                                   ARTICLE 39\n\n                                    INDEMNITY\n\n           39.01. Tenant shall indemnify, defend and save Landlord, its agents\nand employees and any mortgagee of Landlord's interest in the Land and\/or the\nBuilding and any lessor under any superior lease harmless from and against any\nliability or expense arising from the use or occupation of the demised premises\nby Tenant or anyone in the demised premises with Tenant's permission, or from\nany breach of this Lease by Tenant.\n\n\n                                   ARTICLE 40\n\n                               MEMORANDUM OF LEASE\n\n           40.01. Tenant shall, at the request of Landlord execute and deliver a\nstatutory form of memorandum of this Lease for the purpose of recording, but\nsaid memorandum of this Lease shall not in any circumstances be deemed to modify\nor to change any of the provisions of this Lease. In no event shall Tenant\nrecord this Lease.\n\n\n                                   ARTICLE 41\n\n                                    SECURITY\n\n                  41.01. Tenant has deposited with Landlord the sum of\n$95,343.75 as security for the faithful performance and observance by Tenant of\nthe terms, provisions, covenants and conditions of this Lease; it is agreed that\nin the event Tenant defaults in respect of any of the terms, provisions,\ncovenants and conditions of this Lease including, but not limited to, the\npayment of fixed annual rent and additional rent, Landlord may use, apply or\nretain the whole or any part of the security so deposited to the extent required\nfor the payment of any fixed annual rent and additional rent or any other sum as\nto which Tenant is in default or for any sum which Landlord may expend or may be\nrequired to expend by reason of Tenant's default in respect of any of the terms,\nprovisions, covenants and conditions of this Lease, including but not limited\nto, \n\n\n                                       56\n\n\n\nany damages or deficiency accrued before or after summary proceedings or other\nre-entry by Landlord. In the event that Tenant shall fully and faithfully comply\nwith all of the terms, provisions, covenants and conditions of this Lease, the\nsecurity shall be returned to Tenant after the date fixed as the end of the\nLease and after delivery of entire possession of the demised premises to\nLandlord. In the event of a sale of the Land and Building or leasing of the\nBuilding, of which the demised premises form a part, Landlord shall have the\nright to transfer the security to the vendee or lessee and Landlord shall\nthereupon be released by Tenant from all liability for the return of such\nsecurity; and Tenant agrees to look solely to the new landlord for the return of\nsaid security; and it is agreed that the provisions hereof shall apply to every\ntransfer or assignment made of the security to a new landlord. Tenant further\ncovenants that it will not assign or encumber or attempt to assign or encumber\nthe monies deposited herein as security and that neither Landlord nor its\nsuccessors or assigns shall be bound by any such assignment, encumbrance,\nattempted assignment or attempted encumbrance. In the event Landlord applies or\nretains any portion or all of the security deposited, Tenant shall forthwith\nrestore the amount so applied or retained so that at all times the amount\ndeposited shall be $95,343.75.\n\n           41.02. (a)   In lieu of the cash security deposit provided for in\nSection 41.01 hereof Tenant may at any time during the term hereof deliver to\nLandlord and, shall, except as otherwise provided herein, maintain in effect at\nall times during the term hereof, an irrevocable letter of credit, in form and\nsubstance satisfactory to Landlord in the amount of the security required\npursuant to this Lease issued by a banking corporation satisfactory to Landlord\nand having its principal place of business or it duly licensed branch or agency\nin the State of New York. Such letter of credit shall have an expiration date no\nearlier than the first anniversary of the date of issuance thereof and shall be\nautomatically renewed from year to year unless terminated by the issuer thereof\nby notice to Landlord given not less than 45 days prior to the expiration\nthereof. Except as otherwise provided herein, Tenant shall, throughout the term\nof this Lease deliver to Landlord, in the event of the termination of any such\nletter of credit, replacement letters of credit in lieu thereof (each such\nletter of credit and such extensions or replacements thereof, as the case may\nbe, is hereinafter referred to as a \"Security Letter\") no later than 45 days\nprior to the expiration date of the preceding Security Letter. The term of each\nsuch Security Letter shall be not less than one year and shall be automatically\nrenewable from year to year as aforesaid. If Tenant shall fail to obtain any\nreplacement of a Security Letter within the time limits set forth in this\nSection 41.02(a), Landlord may draw down the full amount of the existing\nSecurity Letter and retain the same as security hereunder.\n\n                  (b)   In the event Tenant defaults in respect to any of the\nterms, provisions, covenants and conditions of this Lease, including, but not\nlimited to, the payment of rent and additional rent, Landlord may use, apply or\nretain the whole or any part of the security so deposited to the extent required\nfor the payment of any rent and additional rent or any other sum as to which\nTenant is in default or for any sum which Landlord may expend or may be required\nto expend by reason of Tenant's default in respect of any of the terms,\nprovisions, covenants, and conditions of this Lease, including but not limited\nto, any damages or deficiency accrued before or after summary proceedings or\nother re-entry by Landlord. To insure that Landlord may utilize \n\n\n                                       57\n\n\n\nthe security represented by the Security Letter in the manner, for the purpose,\nand to the extent provided in this Article 41, each Security Letter shall\nprovide that the full amount thereof may be drawn down by Landlord upon the\npresentation to the issuing bank of Landlord's draft drawn on the issuing bank\nwithout accompanying memoranda on statement of beneficiary.\n\n                  (c)   In the event that Tenant defaults in respect of any of\nthe terms, provisions, covenants and conditions of the Lease and Landlord\nutilizes all or any part of the security represented by the Security Letter but\ndoes not terminate this Lease as provided in Article 16 hereof, Landlord may, in\naddition to exercising its rights as provided in subsection 41.02(b) hereof,\nretain the unapplied and unused balance of the principal amount of the Security\nLetter as security for the faithful performance and observance by Tenant\nthereafter of the terms, provisions, and conditions of this Lease, and may use,\napply, or retain the whole or any part of said balance to the extent required\nfor payment of rent, additional rent, or any other sum as to which Tenant is in\ndefault or for any sum which Landlord may expend or be required to expend by\nreason of Tenant's default in respect of any of the terms, covenants, and\nconditions of this Lease. In the event Landlord applies or retains any portion\nor all of the security delivered hereunder, Tenant shall forthwith restore the\namount so applied or retained so that at all times the amount deposited shall be\nnot less than the security required by Section 41.01 hereof.\n\n                  (d)   In the event that Tenant shall fully and faithfully\ncomply with all of the terms, provisions, covenants and conditions of this\nLease, the security shall be returned to Tenant after the date fixed as the end\nof the Lease and after delivery of entire possession of the demised premises to\nLandlord. In the event of a sale of the Land and Building or leasing of the\nBuilding, Landlord shall have the right to transfer any interest it may have in\nthe Security Letter to the vendee or lessee and Landlord shall thereupon be\nreleased by Tenant from all liability for the return of such Security Letter,\nprovided such vendee or lessee assumes any responsibilities of Landlord with\nrespect to such Security Letter, and Tenant agrees to look solely to the new\nlandlord for the return of said Security Letter; and it is agreed that the\nprovisions hereof shall apply to every transfer or assignment made of the\nSecurity Letter to a new landlord. Tenant further covenants that it will not\nassign or encumber or attempt to assign or encumber the monies deposited herein\nas security and that neither Landlord nor its successors or assigns shall be\nbound by any such assignment, encumbrance, attempted assignment or attempted\nencumbrance. In the event of a sale of the Building Landlord shall have the\nright to require Tenant to deliver a replacement Security Letter naming the new\nlandlord as beneficiary and, if Tenant shall fail to timely deliver the same, to\ndraw down the existing Security Letter and retain the proceeds as security\nhereunder until a replacement Security Letter is delivered.\n\n\n                                   ARTICLE 42\n\n                                  MISCELLANEOUS\n\n\n                                       58\n\n\n\n           42.01. Irrespective of the place of execution or performance, this\nLease shall be governed by and construed in accordance with the laws of the\nState of New York.\n\n           42.02. This Lease shall be construed without regard to any\npresumption or other rule requiring construction against the party causing this\nLease to be drafted.\n\n           42.03. Except as otherwise expressly provided in this Lease, each\ncovenant, agreement, obligation or other provision of this Lease on Tenant's\npart to be performed shall be deemed and construed as a separate and independent\ncovenant of Tenant, not dependent on any other provision of this Lease.\n\n           42.04. All terms and words used in this Lease, regardless of the\nnumber or gender in which they are used, shall be deemed to include any other\nnumber and any other gender as the context may require.\n\n           42.05. Time shall be of the essence with respect to the exercise of\nany option granted under this Lease.\n\n           42.06. Except as otherwise provided herein, whenever payment of\ninterest is required by the terms hereof it shall be at the Interest Rate.\n\n           42.07. If the demised premises or any additional space to be included\nwithin the demised premises shall not be available for occupancy by Tenant on\nthe specific date hereinbefore designated for the commencement of the term of\nthis Lease or for the inclusion of such space for any reason whatsoever, then\nthis Lease shall not be affected thereby but, in such case, said specific date\nshall be deemed to be postponed until the date when the demised premises or such\nadditional space shall be available for occupancy by Tenant, and Tenant shall\nnot be entitled to possession of the demised premises or such additional space\nuntil the same are available for occupancy by Tenant, provided, however, that\nTenant shall have no claim against Landlord, and Landlord shall have no\nliability to Tenant by reason of any such postponement of said specific date,\nand the parties hereto further agree that any failure to have the demised\npremises or such additional space available for occupancy by Tenant on said\nspecific date or on the Commencement Date shall in no wise affect the\nobligations of Tenant hereunder nor shall the same be construed in any wise to\nextend the term of this Lease and furthermore, this Section 42.07 shall be\ndeemed to be an express provision to the contrary of Section 223a of the Real\nProperty Law of the State of New York and any other law of like import now or\nhereafter in force.\n\n           42.08. In the event that Tenant is in arrears in payment of fixed\nannual rent or additional rent hereunder, Tenant waives Tenant's right, if any,\nto designate the items against which any payments made by Tenant are to be\ncredited, and Tenant agrees that Landlord may apply any payments made by Tenant\nto any items it sees fit, irrespective of and notwithstanding\n\n\n                                       59\n\n\n\nany designation or request by Tenant as to the items against which any such\npayments shall be credited.\n\n           42.09. Tenant shall not occupy any space in the Building (by\nassignment, sublease or otherwise) other than the demised premises, except with\nthe prior written consent of Landlord in each instance.\n\n           42.10. This Lease shall not be binding upon Landlord unless and until\nit is signed by Landlord and a signed copy thereof is delivered by Landlord to\nTenant.\n\n                                   ARTICLE 43\n\n                             RIGHT OF FIRST REFUSAL\n\n    43.01.  (a)   For purposes of this Lease, the term \"First Refusal Option\nSpace\" shall mean the entire twenty-sixth (26th) and\/or the entire twenty eight\n(28th) floors of the Building as shown hatched on the plan annexed hereto as\nSchedule C.\n\n            (b)   Provided Tenant is not in default under the terms and\nconditions of this Lease after notice and the expiration of applicable cure\nperiods, either as of the date of the giving of the \"First Refusal Notice\",\n\"Tenant's First Notice\" or the \"First Refusal Space Inclusion Date\" (as such\nterms are hereinafter defined), and subject to the following limitation of an\nOutside Date, if Landlord shall receive an offer to let any portion of the First\nRefusal Option Space (the \"First Refusal Space Offer\") from any party\n(\"Prospective Tenant\") other than the current tenant or any subsidiary,\naffiliate, assignee or subtenant thereof (hereinafter called the \"Current\nTenant\") then provided such offer contemplates occupancy of the First Refusal\nOption Space involved by no later than May 1, 2003 (the \"Outside Date\"), Tenant\nshall, subject to the provisions of this Article 43, have the right to include\nin the demised premises the First Refusal Option Space specified in the First\nRefusal Space Offer. The First Refusal Option Space so included in the demised\npremises shall be referred to herein as the \"First Refusal Space\". If the First\nRefusal Space Offer is for one-half or less of the floor and the balance of the\nfloor is vacant and Tenant exercises its rights hereunder, Landlord may\ndesignate as the First Refusal Space to be included in the demised premises a\nunit of equal rentable area (plus or minus 500 feet) on the balance of the\nfloor. If the First Refusal Space Offer is for the entire twenty-eighth (28th)\nfloor or any portion thereof and the entire twenty-sixth (26th) floor or any\nportion thereof of equal rentable area (plus or minus 500 feet) to the portion\nspecified in the First Refusal Space Offer is vacant, Landlord may designate as\nthe First Refusal Space to be included in the demised premises to be either the\nentire twenty-sixth (26th) floor or the portion thereof of equal rentable area,\nas the case may be. For the purposes of this Section 43.01(b), the twenty-sixth\n(26th) floor shall be deemed to contain 13,100 rentable square feet and the\ntwenty-eighth (28th) floor shall be deemed to contain 13,500 rentable square\nfeet.\n\n            (c)   If Tenant exercises its rights under this Article 43, all the\nterms and conditions of this Lease (including the provisions of Article 3 hereof\nwith the base year periods specified therein, but excluding Article 44 hereof)\nshall remain in full force and effect, except:\n\n\n                                       60\n\n\n\n                  (i)   if the First Refusal Space Inclusion Date shall be\n      December 31, 1999 or earlier, (a) the fixed annual rent with respect to\n      the First Refusal Space shall be at the same annual rate on a per square\n      foot basis as the fixed annual rent for the demised premises as set forth\n      in Section 1.01, (b) Tenant shall be entitled to a Work Credit for the\n      First Refusal Space in the sum of $12.00 dollars per rentable square foot\n      subject to the payment provisions and restrictions specified in Article 44\n      hereof, and (c) Tenant shall be entitled to an abatement of the fixed\n      annual rent payable hereunder during a period commencing of the First\n      Refusal Space Inclusion Date and ending on the one hundred and fiftieth\n      day (150th) after the First Refusal Space Inclusion Date;\n\n                  (ii)  if the First Refusal Space Inclusion Date shall be\n      January 1, 2000 or later, the fixed annual rent with respect to the First\n      Refusal Space shall be at the rate of 100% of the fair market rent for the\n      First Refusal Space, as reasonably determined by Landlord, as of the date\n      the First Refusal Notice is delivered to Tenant and shall be set forth in\n      a written notice to Tenant, but in no event shall such fixed annual rent\n      applicable to the First Refusal Space be less than the product obtained by\n      multiplying (A) the monthly amount of fixed annual rent allocable to the\n      demised premises (determined on a rentable square foot basis) for the last\n      full calendar month prior to the First Refusal Space Inclusion Date (as\n      hereinafter defined) computed on an annualized basis without giving effect\n      to any abatement, credit or offset in effect, by (B) 12, and by (C) the\n      amount of rentable square feet included within the First Refusal Space\n      (hereinafter called the \"First Refusal Space Escalated Rent\");\n\n                  (iii) Effective as of the First Refusal Space Inclusion Date\n      for purposes of calculating the additional rent payable pursuant to\n      Article 3 hereof allocable to the First Refusal Space, Tenant's Tax\n      Proportionate Share and Tenant's Operating Expense Proportionate Share\n      attributable to the First Refusal Space shall each be deemed to be the\n      fraction, expressed as a percentage, the numerator of which shall be the\n      number of rentable square feet included within the First Refusal Space,\n      and the denominator of which shall be 619,000 as to Tenant's Tax\n      Proportionate Share and 600,000 as to Tenant's Operating Expense\n      Proportionate Share; and\n\n                  (iv)  The term of this Lease shall be amended so that the\n      Expiration Date shall be the last day of the calendar month in which\n      occurs the day preceding the fifth (5th) anniversary of the First Refusal\n      Space Inclusion Date (the \"Amended Expiration Date\"). from the First\n      Inclusion Date until the Amended Expiration Date, Tenant shall pay fixed\n      annual rent as follows:\n\n                  (i) for the demised premises, an amount equal to the fixed\n                  annual rent set forth in Section 1.01; and\n\n                  (ii) for the First Refusal Space, an amount as calculated\n                  pursuant to Section 43.01(c)(i) or Section 43.01(c)(ii), as\n                  the case may be.\n\n\n                                       61\n\n\n\n            (c)   Such offer shall be made by Landlord to Tenant in a written\nnotice (hereinafter called the \"First Refusal Notice\") which offer shall specify\nthe fixed annual rent payable with respect to the First Refusal Space,\ndetermined in accordance with the provisions of Section 43.01(c) hereof.\n\n            (d)   Tenant may accept the offer set forth in the First Refusal\nNotice by delivering to Landlord an unconditional acceptance (hereinafter called\n\"Tenant's First Notice\") of such offer within seven (7) days after delivery by\nLandlord of the First Refusal Notice to Tenant. The First Refusal Space shall be\nadded to and included in the demised premises on the later to occur (herein\ncalled the \"First Refusal Space Inclusion Date\") of (i) the day that Tenant\ndelivers the First Notice to Landlord, or (ii) the date such First Refusal Space\nshall become available for Tenant's possession. Time shall be of the essence\nwith respect to the giving of Tenant's First Notice.\n\n            (e)   If Tenant does not accept (or fails to timely accept) an offer\nmade by Landlord pursuant to the provisions of this Article 43 with respect to\nthe any floor comprising the First Refusal Option Space, then (i) Tenant shall\nhave no further rights with respect to said floor, (ii) Landlord shall be under\nno further obligation to Tenant with respect to said floor, (iii) the provisions\nof this Article 43 as they apply to said floor shall be automatically deleted\nfrom this Lease, and (iv) Tenant shall have no further options or rights to said\nfloor.\n\n            (f)   In the event that Tenant disputes the amount of the fair\nmarket rent specified in the First Refusal Notice, then at any time on or before\nthe date occurring twenty (20) days after Tenant has received the First Refusal\nNotice, and provided that Tenant shall have given Tenant's First Notice, Tenant\nmay initiate the arbitration process provided for herein by giving notice to\nthat effect to Landlord, and, if Tenant so initiates the arbitration process,\nsuch notice shall specify the name and address of the person designated to act\nas an arbitrator on its behalf. Within thirty (30) days after the Landlord's\nreceipt of notice of the designation of Tenant's arbitrator, Landlord shall give\nnotice to Tenant specifying the name and address of the person designated to act\nas an arbitrator on its behalf. If Landlord fails to notify Tenant of the\nappointment of its arbitrator within the time above specified, then Tenant shall\nprovide an additional notice to Landlord requiring Landlord's appointment of an\narbitrator within twenty (20) days after Landlord's receipt thereof. If Landlord\nfails to notify Tenant of the appointment of its arbitrator within the time\nspecified by the second notice, the appointment of the second arbitrator shall\nbe made in the same manner as hereinafter provided for the appointment of a\nthird arbitrator in a case where the two arbitrators appointed hereunder and the\nparties are unable to agree upon such appointment. The two arbitrators so chosen\nshall meet within ten (10) days after the second arbitrator is appointed, and\nif, within sixty (60) days after the second arbitrator is appointed, the two\narbitrators shall not agree upon a determination of the fair market rent for the\nFirst Refusal Space, they shall together appoint a third arbitrator. In the\nevent of their being unable to agree upon such appointment within eighty (80)\ndays after the appointment of the second arbitrator, the third arbitrator shall\nbe selected by the parties themselves if they can agree thereon within a further\nperiod of fifteen (15) days. If the parties do not so agree, then either \n\n\n                                       62\n\n\n\nparty, on behalf of both and on notice to the other, may request such\nappointment by the American Arbitration Association (or any organization\nsuccessor thereto) in accordance with its rules then prevailing or if the\nAmerican Arbitration Association (or such successor organization) shall fail to\nappoint said third arbitrator within fifteen (15) days after such request is\nmade, then either party may apply, on notice to the other, to the Supreme Court,\nNew York County, New York (or any other court having jurisdiction and exercising\nfunctions similar to those now exercised by said Court) for the appointment of\nsuch third arbitrator. The majority of the arbitrators shall determine the fair\nmarket rent for the First Refusal Space and render a written certified report of\ntheir determination to both Landlord and Tenant within sixty (60) days of the\nappointment of the first two arbitrators or sixty (60) days from the appointment\nof the third arbitrator, if such third arbitrator is appointed pursuant to this\nsubparagraph (f), but in no event shall the fixed annual rent with respect to\nthe First Refusal Space be less than the First Refusal Space Escalated Rent. The\nfair market rent shall reflect the base rent, work contribution, free rent and\nother terms and concessions available in the Midtown Manhattan office space\nmarket at the time of First Refusal Notice is sent to Tenant and shall base\ntheir determination of the fair market rent on the term at which Landlord could\nobtain the highest rental rate for the demised premises, even though such term\nmay be different than the number of years remaining in the term of this Lease on\nthe First Refusal Space Inclusion Date..\n\n\n            Each party shall pay the fees and expenses of the one of the two\noriginal arbitrators appointed by or for such party, and the fees and expenses\nof the third arbitrator and all other expenses (not including the attorneys\nfees, witness fees and similar expenses of the parties which shall be borne\nseparately by each of the parties) of the arbitration shall be borne by the\nparties equally.\n\n            Each of the arbitrators selected as herein provided shall have at\nleast ten (10) years experience in the leasing and renting of office space on\nbehalf of landlords in Midtown Manhattan.\n\n            (g)   If Tenant fails to initiate the arbitration process within the\naforesaid twenty (20) day period, time being of the essence, then Landlord's\ndetermination of the fixed annual rent set forth in the First Refusal Notice\nshall be conclusive. In the event Landlord notifies Tenant that the fixed annual\nrent for the First Refusal Space shall be the First Refusal Space Escalated\nRent, then the provisions of subparagraph (f) hereof shall be inapplicable.\n\n            (h)   In the event the Tenant initiates the aforesaid arbitration\nprocess and, as of the First Refusal Space Inclusion Date, the amount of the\nfair market rent has not been determined, Tenant shall pay the amount determined\nby Landlord to be the fair market rent for the First Refusal Space and when the\ndetermination has actually been made, an appropriate retroactive adjustment\nshall be made as of the First Refusal Space Inclusion Date.\n\n\n                                       63\n\n\n\n            (i)   The provisions of this Article 43 shall be effective only if,\non the date on which Tenant accepts possession of the First Refusal Space, the\nTenant named herein and only such Tenant is in actual occupancy of 75% of the\ndemised premises.\n\n            (j)   Tenant agrees to accept the First Refusal Space in its\ncondition and state of repair existing as of the First Refusal Space Inclusion\nDate and understands and agrees that Landlord shall not be required to perform\nany work, supply any materials or incur any expense to prepare such space for\nTenant's occupancy, except as otherwise provided in Section 43.01(c)(i), if\napplicable.\n\n            (k)   The right of first refusal granted pursuant to Section 43.01\nhereof shall be subject and subordinate to (a) any option, right of first offer,\nright of first refusal, or other right to lease or occupy the First Refusal\nSpace, or portion thereof, granted by Landlord to any tenant in the Building or\nany entity whatsoever other than Tenant on or before the date of this Lease, (b)\nthe election of any Current Tenant of the First Refusal Space to extend the term\nof its lease with respect thereto, regardless of whether such election is made\npursuant to any provision included within said lease, and any option or right to\nlease the First Refusal Space hereafter given by Landlord to any future lessee\nor occupant of any portion of the First Refusal Space which shall have\npreviously been offered to Tenant pursuant to this Article 43 and as to which\nTenant shall not have given Landlord Tenant's First Notice.\n\n            (l)   The termination of this Lease during the original term of this\nLease shall also terminate and render void all of Tenant's options or elections\nunder this Article 43, whether or not the same shall have been exercised; and\nnothing contained in this Article 43 shall prevent Landlord from exercising any\nright or action granted to or reserved by Landlord in this Lease to terminate\nthis Lease. None of Tenant's options or elections set forth in this Article 43\nmay be severed from this Lease or separately sold, assigned or transferred.\n\n\n                                   ARTICLE 44\n\n                                   WORK CREDIT\n\n           46.01. Landlord shall allow Tenant a credit not to exceed the amount\nof $162,000.00 (hereinafter called the \"Work Credit\"), which credit shall be\napplied solely against the cost and expense incurred in connection with the\nperformance of Tenant's alterations and improvements to prepare the demised\npremises for Tenant's occupancy (\"Tenant's Work\"). A maximum of ten (10%)\npercent of the Work Credit may be applied toward architectural, engineering, and\nfiling fees (hereinafter referred to as \"Soft Costs\"). The remaining portion of\nthe Work Credit shall be solely applied against the cost and expense of the\nactual construction to be performed by Tenant in connection with the Tenant's\nWork including, without limitation, Class E installation costs. In the event\nthat the cost and expense of the actual construction and \n\n\n                                       64\n\n\n\nthe Soft Costs included in Tenant's Work shall exceed the amount of the Work\nCredit, or in the event that the Soft Costs exceed ten (10%) percent of the Work\nCredit, Tenant shall be entirely responsible for such excess. In the event that\nthe cost and expense of the actual construction and the Soft Costs included in\nTenant's Work shall be less than the Work Credit, the Work Credit shall be\nadjusted accordingly. The Work Credit shall be payable to Tenant upon written\nrequisition in installments as Tenant's Work progresses, but in no event more\nfrequently than monthly. The amount of each installment of the Work Credit\npayable pursuant to any such requisition shall be an amount equal to the product\nobtained by multiplying the amount of the Work Credit by a fraction, the\nnumerator of which is equal to the actual costs paid by Tenant for completed\nportions of Tenant's Work referenced in such requisition (as evidenced by the\ninvoices delivered to Landlord in accordance with the next sentence), and the\ndenominator of which is equal to the total estimated cost of Tenant's Work,\nwhich estimate shall be made, and certified to, by Tenant's architect in good\nfaith based on the final plan. Prior to the payment of any such installment,\nTenant shall deliver to Landlord such written requisition for disbursement which\nshall be accompanied by (1) invoices for the Tenant's Work performed since the\nlast disbursement, (2) a certificate signed by Tenant's architect or an officer\nof Tenant certifying that the Tenant's Work represented by the aforesaid\ninvoices has been satisfactorily completed in accordance with the final plan,\n(3) partial lien waivers by contractors, subcontractors and all materialmen for\nall such work or, if then unavailable, for work covered by the prior\ndisbursement, and (4) with respect to the final disbursement of the Work Credit,\nall Building Department sign-offs, inspection certificates and any permits\nrequired to be issued by any governmental entities having jurisdiction\nthereover. Within fifteen (15) business days after final completion of the\nTenant's Work, Tenant shall submit to Landlord a general release or final lien\nwaivers from all contractors and subcontractors performing Tenant's Work\nreleasing Tenant from all liability for any Tenant's Work.\n\n           46.02 At any and all times during the progress of Tenant's Work,\nrepresentatives of Landlord shall have the right of access to the demised\npremises and inspection thereof and shall have the right to withhold all or any\nportion of the Work Credit as shall equal the cost of correcting any portions of\nTenant's Work which shall not have been performed in a manner reasonably\nsatisfactory to Landlord; provided, however, that Landlord shall incur no\nliability, obligation or responsibility to Tenant or any third party by reason\nof such access and inspection except to the extent of Landlord's negligence or\nwilful misconduct.\n\n           IN WITNESS WHEREOF, Landlord and Tenant have respectively executed\nthis Lease as of the day and year first above written.\n\n\nATTEST:                                  38-32 ASSOCIATES, Landlord\n\n\n                                         By:     \n------------------------------------        ------------------------------------\n\n\n                                       65\n\n\n\nATTEST:                                  24\/7 MEDIA, INC., Tenant\n\n\n                                         By:                                    \n------------------------------------        ------------------------------------\n\n\n\nTenant's Federal Tax Identification Number is                        .\n                                              -----------------------\n\n\n                                       66\n\n\n                                   SCHEDULE A\n\n                                   Floor Plan\n\n\n                                      A-1\n\n\n\n                                   SCHEDULE B\n\n                              RULES AND REGULATIONS\n\n\nI.          Tenant shall not:\n\n            1.    Obstruct, encumber or use, or allow or permit any of its\nemployees, agents, licensees or invitees to congregate in or on, the sidewalks,\ndriveways, entrances, passages, courts, arcades, esplanade areas, plazas,\nelevators, vestibules, stairways, corridors or halls of the Building, outside of\nthe demised premises, or use any of them for any purposes other than for ingress\nand egress to and from the demised premises.\n\n            2.    Attach awnings or other projections to the outside walls of\nthe Building or place bottles, parcels or other articles, or lettering visible\nfrom the exterior, on the windows, windowsills or peripheral air-conditioning\nenclosures.\n\n            3.    Attach to, hang on, or use in connection with, any exterior\nwindow or entrance door of the demised premises, any blinds, shades or screens\nwhich are not of a quality, type, design and color, or which are not attached in\na manner, approved by Landlord.\n\n            4.    Place or leave any door mat or other floor covering in any\narea outside of the demised premises.\n\n            5.    Exhibit, inscribe, paint or affix any sign, insignia,\nadvertisement, object or other lettering in or on any windows, doors, walls or\npart of the outside or inside of the Building (exclusive of the inside of the\ndemised premises), or in the demised premises if visible from the outside,\nwithout Landlord's approval, except that the name(s) of Tenant and any permitted\nsublessee may be displayed on the entrance doors of the premises occupied by\neach, subject to Landlord's reasonable approval of the size, color and design of\nsuch display and, if Landlord elects to perform such work, Tenant shall pay\nLandlord for the performance of such work.\n\n            6.    Cover or obstruct the sashes, sash doors, skylights, windows\nand doors that reflect or admit light and air into the halls, passageways or\nother public areas of the Building.\n\n            7.    Place in, attach to, put in front of, or affix to any part of\nthe exterior of the Building, or any of its halls, doors, corridors or\nvestibules, outside of the demised premises, any lettering, signs, decorations,\nshowcases, displays, display windows, packages, boxes or other articles.\n\n            8.    Except in the normal decoration of the interior of the demised\npremises, mark, paint, drill into, or in any way deface, any part of the\nBuilding or the demised premises or cut, bore or string wires therein. \n\n\n                                      B-1\n\n\n\n            9.    Permit or allow bicycles, vehicles, animals, fish or birds of\nany kind to be brought into or kept on or about the Building or the demised\npremises.\n\n            10.   Make, or permit or allow to be made, any unseemly or\ndisturbing noises, whether by musical instruments, recordings, radio, talking\nmachines, television, whistling, singing or in any other way, which might\ndisturb other occupants in the Building or those having business with them or\nimpair or interfere with the use or enjoyment by others of neighboring buildings\nor premises.\n\n            11.   Bring into or keep on any part of the demised premises or the\nBuilding any inflammable, combustible, radioactive or explosive fluid, chemical\nor substance except materials normally and customarily used in the operation of\nTenant's business.\n\n            12.   Place upon any of the doors (other than closet or vault doors)\nor windows in the Building any locks or bolts which shall not be operable by the\nGrand Master Key for the Building, or make any changes in locks or the\nmechanisms thereof which shall make such locks inoperable by said Grand Master\nKey unless such change is approved by Landlord in which event Tenant shall give\nLandlord duplicate keys for such locks or bolts.\n\n            13.   Remove, or carry into or out of the demised premises or the\nBuilding, any safes, freight, furniture, packages, boxes, crates or any bulky or\nheavy objects except during such hours and in such elevators as Landlord may\nreasonably determine from time to time.\n\n            14.   Use any lighting in perimeter areas of the Building, other\nthan that which is standard for the Building or approved by Landlord, so as to\npermit uniformity of appearance to those viewing the Building from the outside.\n\n            15.   Engage or pay any employees on the demised premises except\nthose actually working for Tenant in the demised premises, or advertise for\nlaborers giving the demised premises as an address.\n\n            16.   Obtain, permit or allow in the Building the purchase, or\nacceptance for use in the demised premises, by means of a service cart, vending\nmachine or otherwise, of any ice, drinking water, food, tobacco in any form,\nbeverage, towel, barbering, boot blackening, cleaning, floor polishing or other\nsimilar items or services from any persons, except such persons, during such\nhours, and at such places within the Building and under such requirements as may\nbe determined by Landlord with respect to the furnishing of such items and\nservices, provided that the charges for such items and services by such persons\nare not excessive.\n\n            17.   Use, permit or allow any advertising or identifying sign which\nLandlord shall have notified Tenant tends, in Landlord's judgment, to impair the\nreputation of the Building or its desirability as a building for offices.\n\n\n                                      B-2\n\n\n\n            18.   Close and leave the demised premises at any time without\nclosing all operable windows and, if requested by Landlord, turning out all\nlights.\n\n            19.   Permit entrance doors to the demised premises to be left open\nat any time or unlocked when the demised premises are not in use.\n\n            20.   Encourage canvassing, soliciting or peddling in any part of\nthe Building or permit or allow the same in the demised premises.\n\n            21.   Use, or permit or allow any of its employees, contractors,\nsuppliers or invitees to use, any space or part of the Building, including the\npassenger elevators or public halls thereof, in the moving, delivery or receipt\nof safes, freight, furniture, packages, boxes, crates, paper, office material or\nany other matter or thing, any hand trucks, wagons or similar items which are\nnot equipped with such rubber tires, side guards and other safeguards which\nshall have been approved by Landlord or use any such hand trucks, wagons or\nsimilar items in any of the passenger elevators.\n\n            22.   Cause or permit any food odors or any other unusual or\nobjectionable odors to exist in or emanate from the demised premises or permit\nany cooking or preparation of food except in areas approved by Landlord and in\ncompliance with local ordinances.\n\n            23.   Create or permit a public or private nuisance.\n\n            24.   Throw or allow or permit to be thrown anything out of the\ndoors, windows or skylights or down the passageways of the Building.\n\n            25.   Lay vinyl asbestos tile or other similar floor covering so\nthat the same shall come in direct contact with the floor or in a manner or by\nmeans of such pastes or other adhesives which shall not have been approved by\nLandlord, it being understood that if linoleum or other similar floor covering\nis desired to be used, an interlining of builder's deadening felt shall be first\naffixed to the floor, by a paste or other material which is soluble in water,\nthe use of cement or other similar adhesive material being expressly prohibited.\n\n            26.   Use, allow or permit the passenger elevators to be used by\nTenant's working hands (persons in rough clothing handling packages, cartons and\nshipments of material or mail) or persons carrying bulky packages or by persons\ncalling for or delivering mail or goods to or from the demised premises, and\nTenant shall cooperate with Landlord in enforcing this Rule on those making\ndeliveries to Tenant.\n\n            27.   Request any of Landlord's agents, employees or contractors to\nperform any work, or do anything, outside of their regular duties, unless\npreviously approved by the Building manager.\n\n            28.   Invite to the demised premises or the Building, or permit the\nvisit of, persons in such numbers or under such conditions as to unreasonably\ninterfere with the use and \n\n\n                                      B-3\n\n\n\nenjoyment of any of the plazas, entrances, corridors, arcades, escalators,\nelevators or other facilities of the Building by other occupants thereof.\n\n            29.   Use, permit or allow the use of any fire exits or stairways\nfor any purpose other than emergency use.\n\n            30.   Employ any firm, person or persons to move safes, machines or\nother heavy objects into or out of the Building, without prior approval of\nLandlord of such persons and the manner in which such items will be moved, which\napproval shall not be unreasonably withheld.\n\n            31.   Install or use any machines or machinery of any kind\nwhatsoever which may disturb any persons outside of the demised premises.\n\n            32.   Use the water and wash closets or other plumbing fixtures for\nany purpose other than those for which they were constructed, or allow or permit\nsweepings, rubbish, rags, or other solid substances to be thrown therein.\n\n            33.   Install any carpeting or drapes, or paneling, grounds or other\ndecorative wood products, in the demised premises, other than those wood\nproducts considered furniture, which are not treated with fire retardant\nmaterials and, in such event, shall submit, to Landlord's reasonable\nsatisfaction, proof or other reasonable certification of the materials\nreasonably satisfactory fire retardant characteristics.\n\n\nII.         Tenant shall:\n\n            1.    Pay Landlord for any damages, costs or expenses incurred by\nLandlord with respect to the breach of any of the Rules and Regulations\ncontained in or provided by this Lease by Tenant, or any of its servants,\nagents, employees, licensees or invitees, or the misuse by Tenant, or any of the\naforesaid, of any fixture or part of the demised premises or the Building and\nshall cause its servants, agents, employees, licensees and invitees to comply\nwith the Rules and Regulations contained in or provided for by this Lease.\n\n            2.    Upon the termination of this Lease, turn over to Landlord all\nkeys either furnished to, or otherwise procured by, Tenant with respect to any\nlocks used by Tenant in the demised premises or the Building and, in the event\nof the loss of such keys, pay to Landlord the cost of procuring same.\n\n            3.    Subject to the provisions of Article 27 hereof, refrain from,\nand immediately upon receipt of notice thereof, discontinue any violation or\nbreach of the Rules and Regulations contained in or provided for by this Lease.\n\n\n                                      B-4\n\n\n\n            4.    Request Landlord to furnish passes to persons whom Tenant\ndesires to have access to the demised premises during times other than Business\nHours and be responsible and liable to Landlord for all persons and acts of such\npersons for whom Tenant requests such passes.\n\n            5.    Furnish artificial light and electrical energy (unless\nLandlord shall furnish electrical energy as a service included in the rent) at\nTenant's expense for the employees of Landlord or Landlord's contractors while\ndoing janitorial or other cleaning services or while making repairs or\nalterations in the demised premises.\n\n            6.    Apply at the office of the Building's manager with respect to\nall matters and requirements of Tenant which require the attention of Landlord,\nits agents or any of its employees.\n\n            7.    Pay Landlord's reasonable charges for the installation and\nreplacement of ceiling tiles removed for Tenant by telephone installers or\nothers in the demised premises and public corridors, if any.\n\n            8.    Purchase from Landlord or Landlord's designee, at Landlord's\noption, all lighting tubes, lamps, bulbs and ballasts used in the demised\npremises and pay Landlord, or Landlord's designee, as the case may be, its\nreasonable charges for the purchase and installation thereof.\n\n            9.    Pay Landlord's reasonable charges for the hiring or providing\nof security guards during times when Tenant, or any subtenant of Tenant, is\nmoving into or out of portions of the demised premises or when significant\nquantities of furniture or other materials are being brought into or removed\nfrom the demised premises.\n\n\nIII.        Landlord shall:\n\n            1.    Have the right to inspect all freight objects or bulky matter\n(except printed matter) brought into the Building and to exclude from the\nBuilding all objects and matter which violate any of the Rules and Regulations\ncontained in or provided by this Lease.\n\n            2.    Have the right to require any person leaving the demised\npremises with any package, or other object or matter, to submit a pass, listing\nsuch package or object or matter, from Tenant.\n\n            3.    In no way be liable to Tenant or any other party for damages\nor loss arising from the admission, exclusion or rejection of any person or any\nproperty to or from the demised premises or the Building under the provisions of\nthe Rules and Regulations contained in or provided for by this Lease.\n\n\n                                      B-5\n\n\n\n            4.    Have no liability or responsibility for the protection of any\nof Tenant's property as a result of damage or the unauthorized removal of any\nsuch property resulting wholly or in part from Landlord's failure to enforce, in\nany particular instance, or generally, any of Landlord's rights.\n\n            5.    Have the right to require all persons entering or leaving the\nBuilding, during hours other than Business Hours, to sign a register and may\nalso exclude from the Building, during such hours, all persons who do not\npresent a pass to the Building signed by Landlord.\n\n            6.    Furnish passes to persons for whom Tenant requests same.\n\n            7.    Have the right to control and operate the public portions of\nthe Building and the public facilities, as well as facilities furnished for the\ncommon use of other occupants, of the Building.\n\n            8.    Have the right to remove any violation of Paragraph I items 2,\n3, 4, 5, 6 or 7 of these Rules and Regulations without any right of Tenant to\nclaim any liability against Landlord, and have the right to impose a reasonable\ncharge against Tenant for removing any such violation or repairing any damages\nresulting therefrom.\n\n\n                                      B-6\n\n\n\n                                   SCHEDULE C\n\n                               FIRST REFUSAL SPACE\n\n\n                                      B-7\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9603,9579],"class_list":["post-41777","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_industries-services__advertising","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\/41777","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=41777"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41777"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41777"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41777"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}