{"id":41789,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1440-broadway-new-york-ny-lease-1440-broadway-partners-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1440-broadway-new-york-ny-lease-1440-broadway-partners-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1440-broadway-new-york-ny-lease-1440-broadway-partners-llc.html","title":{"rendered":"1440 Broadway (New York, NY) Lease &#8211; 1440 Broadway Partners LLC and About.com Inc."},"content":{"rendered":"<pre>\n\n\n                                      LEASE\n\n        LEASE dated as of December 31, 1999, between 1440 BROADWAY PARTNERS, LLC\n\n(\"LANDLORD\"), a Delaware limited liability company, having an office c\/o Max\n\nCapital Management Corp., 230 Park Avenue, New York, New York 10169, and\n\nABOUT.COM, INC. (\"TENANT\"), a Delaware corporation having an office at 220 East\n\n42nd Street, New York, New York 10017.\n\n\n\n                                   WITNESSETH:\n\n                                   ARTICLE 1 1\n                          DEMISE, PREMISES, TERM, RENTS\n\n      1.01  Landlord hereby leases to Tenant, and Tenant hereby hires from\nLandlord, the premises hereinafter described, in the building located at 1440\nBroadway, in the Borough of Manhattan, City, County and State of New York\n(hereinafter referred to as the \"BUILDING\"), on the parcel of land more\nparticularly described in Exhibit A (hereinafter referred to as the \"Land\"), for\nthe term hereinafter stated, for the rents hereinafter reserved and upon and\nsubject to the conditions (including limitations, restrictions and reservations)\nand covenants hereinafter provided. Each party hereby expressly covenants and\nagrees to observe and perform all of the conditions and covenants herein\ncontained on its part to be observed and performed.\n\n      1.02  (a)   (i) The premises hereby leased to Tenant are the entire\nrentable areas of the eighteenth (18th), nineteenth (19th) and twentieth (20th)\nfloors of the Building, as shown on the floor plans annexed hereto as EXHIBIT B.\nSaid premises together with all fixtures and equipment which at the\ncommencement, or during the Term (as hereinafter defined), of this lease are\nattached thereto (except items not deemed to be included therein and removable\nby Tenant as provided in Article 14) constitute and are hereinafter referred to\nas the \"PHASE I PORTION\". The entire 19th floor of the Building is hereinafter\nreferred to as the \"19TH FLOOR.\"\n\n                  (ii) Landlord and Tenant acknowledge that a portion of the\n19th Floor is occupied by a tenant (the \"19TH FLOOR TENANT\") whose lease expired\non December 31, 1999. Landlord represents to Tenant that Landlord has commenced,\nand is diligently prosecuting, a \n\n\n                                       1\n\n\nholdover action against the 19th Floor Tenant. Landlord's failure or inability\nto have the 19th Floor Tenant removed from the 19th Floor despite using such\ndiligent efforts shall not be a default by Landlord and shall not entitle Tenant\nto exercise any rights or remedies whatsoever, except as otherwise expressly\nprovided in subsection 4.02(i) below.\n\n            (b) Landlord and Tenant acknowledge that Landlord presently leases\nto various tenants (collectively, the \"PHASE II TENANTS\") portions of the\nseventeenth (17th) floor of the Building, substantially where shown on the floor\nplan annexed hereto as EXHIBIT B1, pursuant to various leases (collectively, the\n\"PHASE II LEASE\"), the latest fixed expiration date of which is April 30, 2001\n(taking into account Landlord's timely exercise of any termination rights of\nLandlord contained in the Phase II Lease). The entire seventeenth (17th) floor\nof the Building, together with all fixtures and equipment which on the Phase II\nEffective Date (as hereinafter defined), or during the Term of this lease after\nthe Phase II Effective Date are attached thereto (except items not deemed to be\nincluded therein and removable by Tenant as provided in Article 14) constitute\nand are hereinafter referred to as the \"PHASE II PORTION\" and are identified as\nsuch on said EXHIBIT B1. Those portions of the Phase II Portion which, on the\ndate hereof or from time to time hereafter prior to the Phase II Effective Date,\nare, or become, vacant and free of tenancies and other occupancy agreements, are\nhereinafter collectively referred to as the \"VACANT PHASE II PORTION.\"\n\n            (c) Landlord and Tenant further acknowledge that Landlord presently\nleases to various tenants (collectively, the \"PHASE III TENANTS\"), pursuant to\nvarious leases (collectively, the \"PHASE III LEASE\"), the latest fixed\nexpiration date of which is October 31, 2000 (taking into account Landlord's\ntimely exercise of any termination rights of Landlord contained in the Phase III\nLease), portions of the twenty-first (21st) floor of the Building, substantially\nwhere shown on the floor plan annexed hereto as EXHIBIT B2. The entire\ntwenty-first (21st) floor of the Building, together with all fixtures and\nequipment which on the Phase III Effective Date (as hereinafter defined), or\nduring the Term of this lease after the Phase III Effective Date are attached\nthereto (except items not deemed to be included therein and removable by Tenant\nas provided in Article 14) constitute and are hereinafter referred to as the\n\"PHASE III PORTION\" and are identified as such on said EXHIBIT B2. Those\nportions of the Phase III Portion which, on the date hereof or from time to time\nhereafter prior to the Phase III Effective Date, are, or become, vacant and free\nof tenancies and other occupancy agreements, are hereinafter collectively\nreferred to as the \"VACANT PHASE III PORTION.\"\n\n            (d) Landlord and Tenant further acknowledge that Landlord presently\nleases to Federated Department Stores, Inc. (the \"PHASE IV TENANT\"), pursuant to\na lease dated August 1, 1997, as amended by agreement dated June 30, 1997 (the\n\"PHASE IV LEASE\") which is fixed to expire on December 31, 2002, the entire\nthirteenth (13th) floor of the Building, substantially where shown on the floor\nplan annexed hereto as EXHIBIT B3. The entire thirteenth (13th) floor of the\nBuilding, together with all fixtures and equipment which on the PHASE IV\nEffective Date (as hereinafter defined), or during the Term of this lease after\nthe PHASE IV Effective Date are attached thereto (except items not deemed to be\nincluded therein and removable by Tenant as provided in Article 14) constitute\nand are hereinafter referred to as the \"PHASE IV PORTION\" and are identified as\nsuch on said EXHIBIT B3.\n\n\n                                       2\n\n\n            (e) At any time after the date of this lease, Tenant shall have the\nright to request Landlord to perform in the Vacant Phase II Portion (as of the\ndate of such request), the Landlord's Work in respect of the Phase II Portion,\nTenant hereby agreeing that portions of the Landlord's Work to make the Vacant\nPhase II Portion \"ready for occupancy\" (as defined in Article 4 hereof) may not\nbe capable of being substantially completed during such time that the Phase II\nPortion is occupied by any of the Phase II Tenants. If Tenant makes such\nrequest, Landlord agrees promptly to meet with Tenant to discuss and agree upon,\nif possible, a schedule for Landlord to substantially complete the Landlord's\nWork in the balance of the Phase II Portion after the Phase II Tenants have\nvacated the Phase II Portion. If Landlord and Tenant cannot agree upon such a\nschedule that is reasonably acceptable to both Landlord and Tenant, then\nLandlord shall have no obligation to perform any Landlord's Work in the Vacant\nPhase II Portion prior to all Phase II Tenants vacating the Phase II Portion. If\nLandlord and Tenant agree upon a schedule that is reasonably acceptable to both\nLandlord and Tenant, then, provided no Event of Default exists, Landlord shall\ncommence promptly (and thereafter proceed with due diligence) the Landlord's\nWork in respect of the Phase II Portion in such Vacant Phase II Portion.\nNotwithstanding anything contained in this lease which may be deemed to the\ncontrary, there shall be no penalties assessed against Landlord, and Tenant\nshall have no rights or remedies against Landlord, in the event that the\nLandlord's Work to be performed in the Vacant Phase II Portion (as opposed to\nthe entire Phase II Portion) is not completed by a certain date. From and after\nthe date (the \"VACANT PHASE II EFFECTIVE DATE\") that such Vacant Phase II\nPortion is \"ready for occupancy\" (as defined in Article 4 hereof), such Vacant\nPhase II Portion shall be added to the Phase I Portion as the premises leased\nand demised to Tenant under this lease. From and after the date (the \"PHASE II\nEFFECTIVE DATE\") that the entire Phase II Portion is \"ready for occupancy\" (as\ndefined in Article 4 hereof), the entire Phase II Portion (if no portion of the\nPhase II Portion had previously been added to the Phase I Portion) or the\nbalance of the Phase II Portion (if any portion of the Phase II Portion had\npreviously been added to the Phase I Portion), as the case may be, shall be\nadded to the Phase I Portion as the premises leased and demised to Tenant under\nthis lease.\n\n            (f) At any time after August 31, 2001, Tenant shall have the right\nto request Landlord to perform in the Vacant Phase III Portion (as of the date\nof such request), the Landlord's Work in respect of the Phase III Portion,\nTenant hereby agreeing that portions of the Landlord's Work to make the Vacant\nPhase III Portion \"READY FOR OCCUPANCY\" (as defined in Article 4 hereof) may not\nbe capable of being substantially completed during such time that the Phase III\nPortion is occupied by any of the Phase III Tenants. If Tenant makes such\nrequest, Landlord agrees promptly to meet with Tenant to discuss and agree upon,\nif possible, a schedule for Landlord to substantially complete the Landlord's\nWork in the balance of the Phase III Portion after the Phase III Tenants have\nvacated the Phase III Portion. If Landlord and Tenant cannot agree upon such a\nschedule that is reasonably acceptable to both Landlord and Tenant, then\nLandlord shall have no obligation to perform any Landlord's Work in the Vacant\nPhase III Portion prior to all Phase III Tenants vacating the Phase III Portion.\nIf Landlord and Tenant agree upon a schedule that is reasonably acceptable to\nboth Landlord and Tenant, then, provided no Event of Default exists, Landlord\nshall commence promptly (and thereafter proceed with due diligence) the\nLandlord's Work in respect of the Phase III Portion in such Vacant Phase III\n\n\n                                       3\n\n\nPortion. Notwithstanding anything contained in this lease which may be deemed to\nthe contrary, there shall be no penalties assessed against Landlord, and Tenant\nshall have no rights or remedies against Landlord, in the event that the\nLandlord's Work to be performed in the Vacant Phase III Portion (as opposed to\nthe entire Phase III Portion) is not completed by a certain date. From and after\nthe date (the \"VACANT PHASE III EFFECTIVE DATE\") that such Vacant Phase III\nPortion is \"ready for occupancy\" (as defined in Article 4 hereof), such Vacant\nPhase III Portion shall be added to the Phase I Portion (and to the Phase II\nPortion, to the extent that the Phase II Portion was previously added to the\nPhase I Portion as the premises leased and demised to Tenant under this lease)\nas the premises leased and demised to Tenant under this lease. From and after\nthe date (the \"PHASE III EFFECTIVE DATE\") that is the later of (i) October 31,\n2000, and (ii) the date on which the entire Phase III Portion is \"ready for\noccupancy\" (as defined in Article 4 hereof), the entire Phase III Portion (if no\nportion of the Phase III Portion had previously been added to the Phase I\nPortion) or the balance of the Phase III Portion (if any portion of the Phase\nIII Portion had previously been added to the Phase I Portion) shall be added to\nthe Phase I Portion (and to the Phase II Portion, to the extent that the Phase\nII Portion was previously added to the Phase I Portion as the premises leased\nand demised to Tenant under this lease) as the premises leased and demised to\nTenant under this lease.\n\n            (g) From and after the date (the \"PHASE IV EFFECTIVE DATE\") that is\nthe later of (i) December 1, 2002,and (ii) the date on which the PHASE IV\nPortion is \"ready for occupancy\" (as defined in Article 4 hereof), the PHASE IV\nPortion shall be added to the PHASE I Portion (and to the PHASE II Portion\nand\/or to the PHASE III Portion, to the extent that the Phase II Portion and\/or\nthe PHASE III Portion were previously added to the PHASE I Portion as the\npremises leased and demised to Tenant under this lease) as the premises leased\nand demised to Tenant under this lease.\n\n            (h) The Phase I Portion constitutes and is herein referred to as the\n\"DEMISED PREMISES,\" subject to the balance of this subsection (h), except that\nif the Commencement Date has occurred but (i) the 19th Floor is not \"ready for\noccupancy,\" and (ii) neither Tenant, nor any person or entity claiming by,\nthrough or under Tenant, has occupied any portion of the 19th Floor for the\ntransaction of business, then, except as otherwise provided in subsection\n4.02(l) below, the 19th Floor shall only be added to, and shall only constitute\na part of, the \"DEMISED PREMISES\" on the date (the \"19TH FLOOR EFFECTIVE DATE\")\nwhich is the earlier of (A) the date on which the entire 19th Floor is \"ready\nfor occupancy\" (as defined in Article 4 hereof) and (B) the date Tenant, or\nperson or entity claiming by, through or under Tenant, first occupies any\nportion of the 19th Floor for the transaction of business. From and after the\nVacant Phase II Effective Date (if any), the Vacant Phase II Portion shall be\nadded to, and shall constitute a part of, the \"DEMISED PREMISES.\" From and after\nthe Phase II Effective Date, the balance of the Phase II Portion (if the Vacant\nPhase II Effective Date occurred) or the entire Phase II Portion (if the Vacant\nPhase II Effective Date has not occurred) shall be added to, and constitute a\npart of, the \"DEMISED PREMISES.\" From and after the Vacant Phase III Effective\nDate (if any), the Vacant Phase III Portion shall be added to, and shall\nconstitute a part of, the \"DEMISED PREMISES.\" From and after the Phase III\nEffective Date, the balance of the Phase III Portion (if the Vacant Phase III\nEffective Date occurred) or the entire Phase III Portion (if the Vacant Phase\nIII Effective Date has not occurred) shall be added to, and constitute a part\nof, the \"DEMISED PREMISES.\" From and\n\n\n                                       4\n\n\n\nafter the Phase IV Effective Date, the Phase IV Portion shall be added to, and\nconstitute a part of, the \"DEMISED PREMISES.\"\n\n            (i) Notwithstanding the fact that the latest fixed expiration date\nof the Phase II Lease is April 30, 2001 (taking into account Landlord's timely\nexercise of any termination rights of Landlord contained in the Phase II Lease),\nprovided no Event of Defaults exists, Landlord agrees to use its \"best efforts\"\nto have all Phase II Tenants surrender their respective portions of the Phase II\nPortion in sufficient time for Landlord to make the entire Phase II Portion\nready for occupancy by December 31, 2000. For the purposes of the preceding\nsentence, \"best efforts\" shall mean an obligation to use reasonable commercial\nefforts, and shall not be interpreted to require Landlord to enter into any\nagreement or undertaking to pay or otherwise confer or to actually pay or\notherwise confer anything of value to or for the benefit of a third-party\n(including, without limitation, any of the Phase II Tenants), or to guarantee\nany obligation. Landlord's failure or inability to obtain such surrenders\ndespite using such best efforts shall not be a default by Landlord and shall not\nentitle Tenant to exercise any rights or remedies whatsoever, except as\notherwise expressly provided in subsection 4.02(i)(C) below.\n\n            (j) If (A) any Phase II Tenant fails to vacate and surrender the\nPHASE II Portion on or before April 30, 2001, (B) any Phase III Tenant fails to\nvacate and surrender the Phase III Portion on or before October 31, 2000, and\/or\n(C) the Phase IV Tenant fails to vacate and surrender the Phase IV Portion on or\nbefore December 31, 2002, then and in any of such events, provided no Event of\nDefault exists, Landlord shall use its best efforts (as hereinafter defined) to\nhave all Phase II Tenants, all Phase III Tenants and\/or the Phase IV Tenant, as\nthe case may be, removed from the Phase II Portion, the Phase III Portion and\/or\nthe Phase IV Portion, as the case may be, as soon as is commercially practicable\nafter the applicable date. For the purposes of this subsection (j), \"best\nefforts\" shall mean an obligation to use reasonable commercial efforts, and\nshall not be interpreted to require Landlord to enter into any agreement or\nundertaking to pay or otherwise confer or to actually pay or otherwise confer\nanything of value to or for the benefit of a third-party (including, without\nlimitation, such tenant) or to take any affirmative action against any Phase II\nTenant, any Phase III Tenant and\/or the Phase IV Tenant, other than commencing,\nand diligently prosecuting, a holdover action against the Phase II Tenants, the\nPhase III Tenants and\/or the Phase IV Tenant at such time as Landlord has\nreasonably determined that a holdover action is appropriate, but in no event\nlater than May 15, 2001 with respect to the Phase II Tenants, December 1, 2000\nwith respect to the Phase III Tenants and January 30, 2003 with respect to the\nPhase IV Tenant, unless, in Landlord's reasonable determination, commencing such\nholdover actions would delay, rather than accelerate, obtaining possession of\nthe Phase II Portion, the Phase III Portion and\/or the Phase IV Portion, as the\ncase may be. Landlord's failure or inability to have such tenant removed from\nthe premises despite using such best efforts shall not be a default by Landlord\nand shall not entitle Tenant to exercise any rights or remedies whatsoever,\nexcept as otherwise expressly provided in subsection 4.02(i) below.\n\n            (k) If (i) Landlord is otherwise obligated to perform an obligation\nunder this Section 1.02 but for the existence of an Event of Default, and (ii)\nLandlord does not terminate this lease as a result of such Event of Default and\naccepts Tenant's cure of the default in question, \n\n\n                                       5\n\n\nthen such obligation of Landlord shall be reinstated but the time periods (if\nany) within which Landlord is obligated to perform such obligation shall be\nextended by the number of days that Landlord was not obligated to perform such\nobligation as a result of such Event of Default, plus any additional time that\nmay be reasonable, under the circumstances, for such obligation to be\nreinstated. (For example, if such extended date occurs on a holiday or during a\nholiday period and it would be reasonable, under the circumstances, for Landlord\nto take the action in question after the holiday or holiday period, then such\nextended date shall be extended further to a date after such holiday or holiday\nperiod). In addition, if Landlord's obligations under this Section 1.02 are\nextended as hereinbefore provided, then the date(s) by which Tenant may exercise\nany rights or remedies under this lease as a result of Landlord failing to\nperform such obligations by a certain date or within a certain period of time\n(including any abatements of rent to which Tenant may be entitled) shall be\nsimilarly extended, even if the right or remedy in question is not directly\nconditioned in this lease to the performance by Landlord of such obligation.\n(For example, if Tenant is entitled to an abatement of rent as a result of a\nportion of the Demised Premises not being ready for occupancy by a certain date,\nand a reason for such portion of the Demised Premises not being so ready for\noccupancy is because of the holdover by an existing Tenant, and Landlord's\nobligation to use it \"best efforts\" to have such existing Tenant surrender its\nportion of the Demised Premises was extended as a result of an Event of Default,\nthen the date by which such portion of the Demised Premises is to be ready for\noccupancy before Tenant is entitled to an abatement of rent shall be extended).\n\n      1.03  (a) The term of this lease (hereinafter referred to as the \"TERM\"\nor \"TERM\"), for which the Demised Premises are hereby leased, shall commence on\na date (hereinafter referred to as the \"COMMENCEMENT DATE\") which shall be the\nearlier of (i) the date on which the 18th and 20th floor portions of the PHASE I\nPortion are \"ready for occupancy\" (as defined in Article 4 hereof) and (ii) the\ndate Tenant, or person or entity claiming by, through or under Tenant, first\noccupies any portion of the PHASE I Portion for the transaction of business, and\nshall end at noon on the last day of the calendar month in which occurs the day\nnext preceding the fifteenth (15th) anniversary of the Rent Commencement Date\n(as hereinafter defined) (without taking into account any extension of the Phase\nI Rent Abatement Period or the 19th Floor Rent Abatement Period (as such terms\nare hereunder defined) pursuant to Section 4.02 below) (which ending date is\nhereinafter referred to as the \"EXPIRATION DATE\"), or shall end on such earlier\ndate upon which said term may expire or be cancelled or terminated pursuant to\nany of the conditions or covenants of this lease or pursuant to law, regardless\nof whether or not the 19th Floor Effective Date, the Vacant Phase II Effective\nDate, the PHASE II Effective Date, the Vacant Phase III Effective Date, the\nPHASE III Effective Date or the Phase IV Effective Date shall have occurred. If\nthe term of this lease ends prior to the occurrence of the 19th Floor Effective\nDate, the Vacant Phase II Effective Date, the PHASE II Effective Date, the\nVacant Phase III Effective Date, the PHASE III Effective Date or the Phase IV\nEffective Date, the term of this lease shall not be reinstated if the conditions\nto the occurrence of the 19th Floor Effective Date, the Vacant Phase II\nEffective Date, the PHASE II Effective Date, the Vacant Phase III Effective\nDate, the PHASE III Effective Date or the Phase IV Effective Date have\ncoincidentally theretofore or thereafter occurred. Promptly following the\nCommencement Date, the 19th Floor Effective Date (provided the 19th Floor\nEffective Date shall have occurred), the Vacant Phase II Effective Date\n(provided the Vacant Phase II Effective Date shall have occurred), the PHASE II\nEffective Date (provided \n\n\n                                       6\n\n\n\nthe PHASE II Effective Date shall have occurred), the Vacant Phase III Effective\nDate (provided the Vacant Phase III Effective Date shall have occurred), the\nPHASE III Effective Date (provided the PHASE III Effective Date shall have\noccurred) and the Phase IV Effective Date (provided the Phase IV Effective Date\nshall have occurred), the parties hereto hereinafter sometimes referred to as\nthe \"PARTIES\") shall enter into a recordable supplementary agreement fixing the\ndates of the Commencement Date, the 19th Floor Effective Date (provided the 19th\nFloor Effective Date shall have occurred), the Vacant Phase II Effective Date\n(provided the Vacant Phase II Effective Date shall have occurred), the PHASE II\nEffective Date (provided the PHASE II Effective Date shall have occurred), the\nVacant Phase III Effective Date (provided the Vacant Phase III Effective Date\nshall have occurred), the PHASE III Effective Date (provided the PHASE III\nEffective Date shall have occurred) and the Phase IV Effective Date (provided\nthe Phase IV Effective Date shall have occurred) and the Expiration Date and if\nthey cannot agree on the Commencement Date, the 19th Floor Effective Date, the\nVacant Phase II Effective Date, the PHASE II Effective Date, the Vacant Phase\nIII Effective Date, the PHASE III Effective Date or the Phase IV Effective Date,\nas the case may be, within fifteen (15) days after Landlord's request therefor,\nsuch dates shall be determined by arbitration in the manner provided in Article\n34.\n\n            (b) Notwithstanding anything to the contrary contained in this\nlease, if the 19th Floor Effective Date occurs on the date that the Commencement\nDate occurs, then the 19th Floor Effective Date shall be merged into the\nCommencement Date; if the Vacant Phase II Effective Date occurs on the date that\nthe Phase II Effective Date occurs, then the Vacant Phase II Effective Date\nshall be merged into the Phase II Effective Date; and if the Vacant Phase III\nEffective Date occurs on the date that the Phase III Effective Date occurs, then\nthe Vacant Phase III Effective Date shall merge into the Phase III Effective\nDate.\n\n      1.04  The \"RENTS\" reserved under this lease, for the term thereof, shall\nbe and consist of:\n\n            (a)   \"FIXED RENT\" of:\n\n                  (i) $2,438,368.00 per year, which shall be payable in equal\nmonthly installments of $203,197.33, during the period (the \"FIRST RENT PERIOD\")\ncommencing on the Rent Commencement Date and ending on the last day of the\ncalendar month in which occurs the day next preceding the fifth (5th)\nanniversary of the Rent Commencement Date, both dates inclusive;\n\n                  (ii) $2,650,400.00 per year, which shall be payable in equal\nmonthly installments of $220,866.67 during the period (the \"SECOND RENT PERIOD\")\ncommencing on the date next succeeding the last day of the First Rent Period and\nending on the fifth (5th) anniversary of the last day of the First Rent Period,\nboth dates inclusive; and\n\n                  (iii) $2,862,432.00 per year, which shall be payable in equal\nmonthly installments of $238,536.00, during the period (the \"THIRD RENT PERIOD\")\ncommencing on the date next succeeding the last day of the Second Rent Period\nand continuing thereafter throughout the remainder of the Term (except as\notherwise provided in Article 40 below); and\n\n\n                                       7\n\n\n                  (iv) in addition to the amounts set forth in subsections (i),\n(ii) and (iii) above, with respect to the 19th Floor:\n\n                        (A) $1,228,016.00 per year ($102,334.67 per month)\nduring the First Rent Period, commencing on the 19th Floor Rent Commencement\nDate (as hereinafter defined) and continuing thereafter for the remainder of the\nFirst Rent Period, to the extent the 19th Floor Rent Commencement Date has\noccurred during the First Rent Period;\n\n                        (B) $1,334,800.00 per year ($111,233.33 per month)\nduring the Second Rent Period, to the extent the 19th Floor Rent Commencement\nDate has occurred during or prior to the Second Rent Period; and\n\n                        (C) $1,441,584.00 per year ($120,132.00 per month)\n      during the Third Rent Period, to the extent the 19th Floor Rent\n      Commencement Date has occurred during or prior to the Third Rent Period;\n      and\n\n                        (v) in addition to the amounts set forth in subsections\n      (i), (ii), (iii) and (iv) above, with respect to the Phase II Portion:\n\n                        (A) $1,382,392.00 per year ($115,199.33 per month)\n      during the First Rent Period, commencing on the Phase II Effective Date\n      and continuing thereafter for the remainder of the First Rent Period, to\n      the extent the Phase II Effective Date has occurred during the First Rent\n      Period;\n\n                        (B) $1,502,600.00 per year ($125,216.67 per month)\n      during the Second Rent Period, to the extent the Phase II Effective Date\n      has occurred during or prior to the Second Rent Period; and\n\n                        (C) $1,622,808.00 per year ($135,234.00 per month)\nduring the Third Rent Period, to the extent the Phase II Effective Date has\noccurred during or prior to the Third Rent Period; and\n\n                  (vi) In addition to the amounts set forth in subsections (i),\n(ii), (iii), (iv) and (v) above, with respect to the Phase III Portion:\n\n                        (A) $1,064,256.00 per year ($88,688.00 per month) during\nthe First Rent Period, commencing on the PHASE III Effective Date and continuing\nthereafter for the remainder of the First Rent Period, to the extent the Phase\nIII Effective Date has occurred during the First Rent Period;\n\n                        (B) $1,156,800.00 per year ($96,400.00 per month) during\nthe Second Rent Period, to the extent the Phase III Effective Date has occurred\nduring or prior to the Second Rent Period; and\n\n\n                                       8\n\n\n                        (C) $1,249,344.00 per year ($104,112.00 per month)\nduring the Third Rent Period, to the extent the Phase III Effective Date has\noccurred during or prior to the Third Rent Period; and\n\n                  (vii) in addition to the amounts set forth in subsections (i),\n(ii), (iii), (iv), (v) and (vi) above, with respect to the Phase IV Portion:\n\n                        (A) $1,586,948.00 per year ($132,245.67 per month)\nduring the First Rent Period commencing on the Phase IV Effective Date and\ncontinuing thereafter for the remainder of the First Rent Period, to the extent\nthe Phase IV Effective Date has occurred during the First Rent Period;\n\n                        (B) $1,731,216.00 per year ($144,268.00 per month)\nduring the Second Rent Period, to the extent the Phase IV Effective Date has\noccurred during or prior to the Second Rent Period; and\n\n                        (C) $1,875,484.00 per year ($156,290.33 per month)\nduring the Third Rent Period, to the extent the Phase IV Effective Date has\noccurred during or prior to the Third Rent Period, all of which Tenant covenants\nand agrees to pay in advance on the first day of each and every calendar month\nduring the term of this lease (except that Tenant shall pay, upon the execution\nand delivery of this lease by Tenant, the amount of $305,532.00, to be applied\nagainst the first rents becoming due under this lease; and\n\n            (b) \"ADDITIONAL RENT\" consisting of all such other sums of money as\nshall become due from and payable by Tenant to Landlord hereunder (for default\nin payment of which Landlord shall have the same remedies as for a default in\npayment of fixed rent); all to be paid to Landlord at its office, or such other\nplace, or to such agent and at such place, as Landlord may designate by notice\nto Tenant, in lawful money of the United States of America.\n\n      1.05 05 Tenant shall pay the fixed rent and additional rent herein\nreserved promptly as and when the same shall become due and payable, without\ndemand therefor and without any abatement, deduction, setoff or claim\nwhatsoever, except as expressly authorized in this lease.\n\n      1.06 06 If the Rent Commencement Date, the 19th Floor Rent Commencement\nDate, the PHASE II Effective Date, the PHASE III Effective Date or the Phase IV\nEffective Date occur on a day other than the first day of a calendar month, the\nfixed rent for such calendar month(s) shall be prorated.\n\n      1.07 07 Tenant acknowledges that it has no rights to any development\nrights, \"air rights\" or comparable rights appurtenant to the Land and Building,\nand consents, without further consideration, to any utilization of such rights\nby Landlord and agrees, at no cost or expense to Tenant (other than a DE MINIMIS\ncost or expense) to promptly execute and deliver any instruments\n\n\n                                       9\n\n\nwhich may be requested by Landlord, including instruments merging zoning lots,\nevidencing such acknowledgment and consent. The provisions of this Section l.07\nshall be deemed to be and shall be construed as an express waiver by Tenant of\nany interest Tenant may have as a \"party in interest\" (as such quoted term is\ndefined in Section 12-10 Zoning Lot of the Zoning Resolution of the City of New\nYork) in the Land and Building.\n\n      1.08  Each and every covenant contained in this Article shall be deemed\nseparate and independent, and not dependent on any other term of this lease for\nthe use and occupancy of the Demised Premises by Tenant, and the performance of\nany such term shall not be considered to be for rent or other payment for use of\nthe Demised Premises. It is understood that the consideration for the covenants\nin this Article is the making of this lease, and the damages for failure to\nperform same shall be in addition to and separate and independent of the damages\naccruing by reason of default in observing any other term of this lease.\n\n      1.09  (a) For purposes of this lease, the term \"RENT COMMENCEMENT Date\"\nshall mean the date which is six (6) months after the Commencement Date, it\nbeing agreed and understood that Tenant shall have no obligation to pay any\nfixed rent for the 18th, 20th and (if the 19th Floor Effective Date occurs on\nthe Commencement Date) 19th floors of the Building during the period (THE \"PHASE\nI RENT ABATEMENT PERIOD\") from the Commencement Date through the date next\npreceding the Rent Commencement Date.\n\n            (b) If the 19th Floor Effective Date occurs after the Commencement\nDate, then for the purposes of this lease, the term \"19TH FLOOR RENT\nCOMMENCEMENT DATE\" shall mean the date which is six (6) months after the 19th\nFloor Effective Date, it being agreed and understood that Tenant shall have no\nobligation to pay any fixed rent for the 19th Floor during the period (the \"19TH\nFLOOR RENT ABATEMENT PERIOD\") from the 19th Floor Effective Date through the\ndate next preceding the 19th Floor Rent Commencement Date.\n\n            (c) If, pursuant to subsections 4.02(i) below, the Phase I Rent\nAbatement Period or (if the 19th Floor Effective Date occurs after the\nCommencement Date) the 19th Floor Rent Abatement Period, is extended either for\nthe 18th, 19th or 20th floor portions of the Building, the abatement of fixed\nrent shall be apportioned on a per rentable square foot basis, based upon the\nrentable areas described in subsection 5.01(e) below, it being acknowledged and\nagreed that except as otherwise provided in subsection 4.02(l) below, an\nextension of the Phase I Rent Abatement Period and (if the 19th Floor Effective\nDate occurs after the Commencement Date) an extension of the 19th Floor Rent\nAbatement Period shall apply to the entire 18th, 19th and\/or 20th floor\nportions, as the case may be, of the Building.\n\n      1.10  Unless an Event of Default occurs during any of the following\nperiods and Landlord terminates this lease as a result of such Event of Default,\nLandlord waives the right to collect:\n\n            (a) the fixed rent attributable to the Phase II Portion for the\nperiod (the \"PHASE II RENT ABATEMENT PERIOD\") commencing on the Phase II\nEffective Date and expiring 180 days, multiplied by the Phase II Term Fraction\n(as hereinafter defined), thereafter,\n\n\n                                       10\n\n\n            (b) the fixed rent attributable to the Phase III Portion for the\nperiod (the \"PHASE III RENT ABATEMENT PERIOD\") commencing on the Phase III\nEffective Date and expiring 180 days, multiplied by the Phase III Term Fraction\n(as hereinafter defined), thereafter, and\n\n            (c) the fixed rent attributable to the Phase IV Portion for the\nperiod (the \"PHASE IV RENT ABATEMENT PERIOD\") commencing on the Phase IV\nEffective Date and expiring 180 days, multiplied by the Phase IV Term Fraction\n(as hereinafter defined), thereafter.\n\n                                   ARTICLE 2 2\n                                       USE\n\n      2.01  (a) Tenant shall use and occupy the Demised Premises for executive\nand general offices and for no other purpose.\n\n            (b) Notwithstanding anything to the contrary contained above or\nelsewhere in this lease, but only to the extent permitted by the Certificate of\nOccupancy for the Building and applicable laws and\/or requirements of public\nauthorities and requirements of insurance bodies, portions of the Demised\nPremises may be used for the following: (i) installation and operation of one or\nmore pantry areas for reheating of food but not for cooking, including microwave\noven, dwyer unit, one or more refrigerators and other similar equipment and\nmachines for the preparation and storage of food and beverages for Tenant's\nofficers and directors, employees, staff and business visitors; (ii) sale in the\nDemised Premises for Tenant's officers and directors, employees, staff and\nbusiness visitors, by vending machines of any item the sale of which is not\nprohibited by law, whether by Tenant or third parties; (iii) use of an area of\nthe Demised Premises as a lunchroom for consumption of food and beverages by\nTenant's officers and directors, employees, staff and business visitors; (iv)\ninstallation and operation in the Demised Premises of electronic data, computer\nand word processing equipment and similar business machines and printing and\nother reproducing equipment; (v) installation and operation of communication\nequipment (such as telecopiers, telex and the like); (vi) and exercise area\n(with showers); and (vii) employee lounges.\n\n            (c) Notwithstanding anything in this lease to the contrary, the\nTenant covenants and agrees that during the term of this lease, it will not use\nthe Demised Premises or any part thereof, or permit the Demised Premises or any\npart thereof to be used (i) for retail banking, trust company or safe deposit\nbusiness; (ii) as a retail commercial or savings bank, a trust company, a\nsavings and loan association, a loan company, or a credit union; (iii) for the\nsale of travelers checks, money orders and\/or foreign exchange; (iv) as a\nmailing address or telephone answering service; (v) by the United States\nGovernment, the City or State of New York, any foreign government, an autonomous\ngovernmental corporation, a trade mission, the United Nations or any agency or\ndepartment of any of the foregoing, or any other person or entity having\nsovereign or diplomatic immunity; (vi) as an employment agency, search firm or\nsimilar enterprise; (vii) for classrooms or as a school, teaching center (other\nthan for employee training programs), learning center, studying center or\nvocational training center; (viii) as a diagnostic medical center and\/or for the\npractice of medicine; or (ix) any use (other than the uses expressly permitted\nin subsections 2.01 (a) and (b) above) which is prohibited under an existing\nlease for space in the Building, provided Tenant has been given notice of such\nprohibition, which notice\n\n\n                                       11\n\n\nmay be given prior to, or after, the date on which such prohibited use is first\nconducted in the Demised Premises.\n\n      2.02  If any governmental license or permit, other than a Certificate of\nOccupancy for the mere occupancy of the Demised Premises for the purposes set\nforth in Section 2.01(a), shall be required for the proper and lawful conduct of\nTenant's business in the Demised Premises, or any part thereof, Tenant, at its\nexpense, shall duly procure and thereafter maintain such license or permit and\nsubmit the same for inspection by Landlord. Tenant shall at all times comply\nwith the terms and conditions of each such license or permit.\n\n      2.03  Tenant shall not at any time use or occupy, or suffer or permit\nanyone to use or occupy, the Demised Premises, or do or permit anything to be\ndone in the Demised Premises, in violation of the Certificate of Occupancy for\nthe Demised Premises or for the Building or in violation of any laws and\/or\nrequirements of public authorities, any requirements of insurance bodies, or any\nsuperior mortgage or superior lease, provided, in the case of a superior\nmortgage or superior lease, Tenant has been given notice of the applicable\nprohibition or restriction contained therein, which notice may be given prior\nto, or after, the date on which the prohibited or restricted use or occupancy is\nfirst conducted in the Demised Premises. Landlord agrees that the mere use (as\nopposed to the manner of use) of the Demised Premises for the purposes expressly\npermitted under subsection 2.01(a) above shall not violate any of the foregoing.\n\n                                           ARTICLE 3 3\n                                    FAILURE TO GIVE POSSESSION\n\n      3.01  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 the\nadditional space, as the case may be, shall be available for occupancy by\nTenant, and Tenant shall not be entitled to possession of the Demised Premises\nor the additional space until the same are available for occupancy by Tenant;\nprovided, however, Tenant shall have no claim against Landlord (except as may\notherwise be expressly provided in this lease), and Landlord shall have no\nliability to Tenant (except as may otherwise be expressly provided in this\nlease) by reason of any such postponement of said specific date, and the parties\nhereto further agree that any failure to have the Demised Premises or such\nadditional space available for occupancy by Tenant on said specific date or on\nthe Commencement Date shall in no way affect the obligations of Tenant hereunder\nnor shall the same be construed in any way to extend the term of this lease.\nThis Section 3.01 shall be deemed to be an express provision to the contrary of\nSection 223-a of the Real Property Law of the State of New York and any other\nlaw of like import now or hereafter in force.\n\n\n                                       12\n\n\n                                   ARTICLE 4 4\n\n    PREPARATION OF THE DEMISED PREMISES; LANDLORD'S WORK; POST-COMMENCEMENT\n                      LANDLORD'S WORK; BASE BUILDING WORK\n\n      4.01  (a) Tenant acknowledges that it has made a full and complete\ninspection of the Demised Premises, and Tenant agrees to accept same on the\nCommencement Date (or, with respect to the 19th Floor, the Vacant Phase II\nPortion, the balance of the Phase II Portion, the Vacant Phase III Portion, the\nbalance of the Phase III Portion and the Phase IV Portion, on the 19th Floor\nEffective Date, on the Vacant Phase II Effective Date, on the Phase II Effective\nDate, on the Vacant Phase III Effective Date, on the Phase III Effective Date\nand on the Phase IV Effective Date, respectively) in their present \"AS-IS\"\ncondition, except for the performance of Landlord's Work and Post-Commencement\nLandlord's Work (as such terms are hereinafter defined). Tenant acknowledges\nthat neither Landlord, nor Landlord's agent, has made any representations or\npromises in regard to the Demised Premises, except as otherwise expressly set\nforth in this lease. The opening for business by Tenant in the Demised Premises\n(as such term is modified from time to time pursuant to subsection 1.02(h)\nabove) shall be conclusive evidence as against Tenant that the Demised Premises\nwere in good and satisfactory condition at the time such possession was taken\n(except for the completion of any incomplete or defective items of Landlord's\nWork or Post-Commencement Landlord's Work), however, Tenant's failure, refusal\nor inability to open for business in the Demised Premises shall not be deemed\nevidence that the Demised Premises were not in good or satisfactory condition or\nthat the Demised Premises were not ready for occupancy.\n\n            (b) Any installations, materials and work, other than the Landlord's\nWork and the Post-Commencement Landlord's Work, which may be undertaken by or\nfor the account of Tenant to equip, decorate and furnish the Demised Premises\nfor Tenant's initial occupancy thereof (hereinafter referred to as \"TENANT'S\nWORK\") shall be performed by Tenant, at Tenant's sole cost and expense in\naccordance with the terms, covenants and conditions set forth in this lease,\nincluding, without limitation, Articles 13 and 14 hereof. As part of Tenant's\nWork, Tenant agrees to perform the work described in Sections 10.04 and 10.05\nbelow. If at the time Tenant is ready to commence Tenant's Work the Landlord's\nWork described in Paragraph 1 of Part II of Exhibit G hereto has not been\nsubstantially completed, then until such Landlord's Work has been substantially\ncompleted, Landlord shall provide the Demised Premises with temporary electric\npower so as to enable Tenant to perform the Tenant's Work, at the rate of $1.00\nper annum per rentable square foot of the Phase I Portion, the Vacant Phase II\nPortion, the balance of the Phase II Portion, the Vacant Phase III Portion, the\nbalance of the Vacant Phase III Portion, and the Phase IV Portion, as the case\nmay be (prorated to the actual number of days between the Commencement Date, or\n(with respect to the 19th Floor, the Vacant Phase II Portion, the balance of the\nVacant Phase II Portion, the Vacant Phase III Portion, the balance of the Phase\nIII Portion and the Phase IV Portion), the 19th Floor Effective Date, the Vacant\nPhase II Effective Date, the Phase II Effective Date, the Vacant Phase III\nEffective Date, the Phase III Effective Date and the Phase IV Effective Date,\nrespectively, and the date that the Landlord's Work described in Paragraph 1 of\nPart II of Exhibit G hereto has been substantially completed), which sum shall\nbe paid to Landlord as additional rent within fifteen (15) days after Landlord's\ndemand therefor.\n\n\n                                       13\n\n\n      4.02  (a) Landlord agrees to perform the work (collectively, the\n\"LANDLORD'S WORK\") described in Part I of Exhibit G to this lease, which by this\nreference is made a part hereof, and the work (collectively, the\n\"POST-COMMENCEMENT WORK\") described in Part II of Exhibit G to this lease. The\nLandlord's Work and the Post-Commencement Landlord's Work shall be performed by\nLandlord, at its sole cost and expense.\n\n            (b) Each floor of the Phase I Portion (including the 19th Floor)\nshall be \"READY FOR OCCUPANCY\" on the earliest date on which all of the\nfollowing conditions have been met:\n\n                  (i) Landlord's Work, with respect to the floor in question,\nhas been (or is deemed to be) substantially completed, and when the only items\nthereof remaining to be performed (hereinafter referred to as \"PUNCH-LIST\nITEMS\") are minor or insubstantial details of construction, mechanical\nadjustment or decoration, the non-completion of which does not materially\ninterfere with Tenant's ability to perform any items of Tenant's Work therein or\nwith Tenant's use of such floor; and\n\n                  (ii) Five (5) business days shall have elapsed from the date\non which Landlord gives Tenant a notice (a \"COMPLETION NOTICE\") that Landlord's\nWork, with respect to such floor, has been or will be substantially completed.\n\n            (c)   The entire Phase II Portion (or the Vacant Phase II Portion, \nas the case may be) shall be deemed \"READY FOR OCCUPANCY\" on the earliest date\non which all of the following conditions have been met:\n\n                  (i) Landlord's Work, with respect to the entire Phase II\nPortion (or the Vacant Phase II Portion, as the case may be), has been (or is\ndeemed to be) substantially completed, and when the only items thereof remaining\nto be performed (hereinafter referred to as \"PUNCH-LIST ITEMS\") are minor or\ninsubstantial details of construction, mechanical adjustment or decoration, the\nnon-completion of which does not materially interfere with Tenant's ability to\nperform any items of Tenant's Work therein or with Tenant's use of the entire\nPhase II Portion (or the Vacant Phase II Portion, as the case may be); and\n\n                  (ii) Five (5) business days shall have elapsed from the date\non which Landlord gives Tenant a notice (a \"COMPLETION NOTICE\") that Landlord's\nWork, with respect to the Vacant Phase II Portion or the balance of the Phase II\nPortion, as the case may be, has been or will be substantially completed.\n\n            (d) The entire Phase III Portion (or the Vacant Phase III Portion,\nas the case may be) shall be deemed \"READY FOR OCCUPANCY\" on the earliest date\non which all of the following conditions have been met:\n\n                  (i) Landlord's Work, with respect to the entire Phase III\nPortion (or the Vacant Phase III Portion, as the case may be), has been (or is\ndeemed to be) substantially completed, and when the only items thereof remaining\nto be performed (hereinafter referred to as \"PUNCH-LIST ITEMS\") are minor or\ninsubstantial details of construction, mechanical adjustment\n\n\n                                       14\n\n\nor decoration, the non-completion of which does not materially interfere with\nTenant's ability to perform any items of Tenant's Work therein or with Tenant's\nuse of the entire Phase III Portion (or the Vacant Phase III Portion, as the\ncase may be); and\n\n                  (ii) Five (5) business days shall have elapsed from the date\non which Landlord gives Tenant a notice (a \"COMPLETION NOTICE\") that Landlord's\nWork, with respect to the Vacant Phase III Portion or the balance of the Phase\nIII Portion, as the case may be, has been or will be substantially completed.\n\n            (e) The Phase IV Portion shall be deemed \"READY FOR OCCUPANCY\" on\nthe earliest date on which all of the following conditions have been met:\n\n                  (i) Landlord's Work, with respect to the Phase IV Portion, has\nbeen (or is deemed to be) substantially completed, and when the only items\nthereof remaining to be performed (hereinafter referred to as \"PUNCH-LIST\nITEMS\") are minor or insubstantial details of construction, mechanical\nadjustment or decoration, the non-completion of which does not materially\ninterfere with Tenant's ability to perform any items of Tenant's Work therein or\nwith Tenant's use of the Phase IV Portion; and\n\n                  (ii) Five (5) business days shall have elapsed from the date\non which Landlord gives Tenant a notice (a \"COMPLETION NOTICE\") that Landlord's\nWork, with respect to the Phase IV Portion, has been or will be substantially\ncompleted.\n\n            (f) Within fifteen (15) business days after the Commencement Date,\nthe 19th Floor Effective Date (if same occurs after the Commencement Date), the\nVacant Phase II Effective Date, the Phase II Effective Date, the Vacant Phase\nIII Effective Date, the Phase III Effective Date and the Phase IV Effective Date\n(TIME BEING OF THE ESSENCE IN ALL CASES), Tenant shall notify Landlord of all\nPunch-List Items that Tenant wants Landlord to complete with respect to the\nPhase I Portion, the 19th Floor (if the 19th Floor Effective Date occurs after\nthe Commencement Date), the Vacant Phase II Portion, the balance of the Phase II\nPortion, the Vacant Phase III Portion, the balance of the Phase III Portion and\nthe Phase IV Portion, respectively. To the extent that Tenant gives such notice\nto Landlord in such time period, Landlord, with all reasonable dispatch, shall\ncomplete all Punch-List Items set forth in said notice.\n\n            (g) If the substantial completion of the Landlord's Work (including\nthe Window Work (as defined in Exhibit G)) or Post-Commencement Landlord's Work,\nin any portion of the Phase I Portion, the Vacant Phase II Portion, the balance\nof the Phase II Portion, the Vacant Phase III Portion, the balance of the Phase\nIII Portion and\/or the Phase IV Portion, or if the substantial completion of the\nLavatory Renovation Work (as defined in Exhibit G hereto) in any portion of the\nDemised Premises, or if the substantial completion of any portion of the Base\nBuilding Work (as defined in Section 4.09 below) in any portion of the Building,\nshall be delayed due to any act or omission of Tenant or any of its employees,\nagents or contractors (any such act of omission being hereinafter referred to as\na \"TENANT DELAY\"), then, in addition to the extensions referred to in subsection\n1.02(k) above, the Landlord's Work or Post-Commencement\n\n\n                                       15\n\n\nLandlord's Work, as the case may be, in any such portions of the Phase I\nPortion, the Vacant Phase II Portion, the balance of the Phase II Portion, the\nVacant Phase III Portion, the balance of the Phase III Portion and\/or the Phase\nIV Portion, as the case may be, or the applicable Lavatory Renovation Work, or\nthe Base Building Work in question, as the case may be, shall be deemed\nsubstantially complete on the date it would have been substantially complete but\nfor such delay. For the purposes of this lease, a \"TENANT DELAY\" in\nsubstantially completing the Landlord's Work (but not the Post-Commencement\nLandlord's Work or the Lavatory Renovation Work) in any floor of the Phase I\nPortion shall include a delay resulting from the use or occupancy by Tenant or\nby any person claiming by, through or under Tenant (including Tenant's\ncontractors and subcontractors ) of the portions of the 19th Floor used and\noccupied from and after the 19th Floor Effective Date (as such term is defined\nin subsection 4.02(l) below), a \"TENANT DELAY\" in substantially completing the\nLandlord's Work (but not the Post-Commencement Landlord's Work or the Lavatory\nRenovation Work) in the Phase II Portion shall include a delay resulting from\nthe use or occupancy by Tenant or by any person claiming by, through or under\nTenant (including Tenant's contractors and subcontractors ) of the Vacant Phase\nII Portion on or after the Vacant Phase II Effective Date, and a \"TENANT DELAY\"\nin substantially completing the Landlord's Work (but not the Post-Commencement\nLandlord's Work or the Lavatory Renovation Work) in the Phase III Portion shall\ninclude a delay resulting from the use or occupancy by Tenant or by any person\nclaiming by, through or under Tenant (including Tenant's contractors and\nsubcontractors ) of the Vacant Phase III Portion on or after the Vacant Phase\nIII Effective Date.\n\n            (h)   Each Completion Notice shall be deemed conclusive and binding\nupon Tenant unless (except as otherwise expressly provided in subsection 4.02(l)\nbelow), by giving Landlord notice (the \"DISPUTE NOTICE\") within five (5)\nbusiness days after Landlord gives the Completion Notice to Tenant (TIME BEING\nOF THE ESSENCE IN ALL CASES), Tenant disputes the substantial completion (or\ndeemed substantial completion) of the Landlord's Work. Pending the resolution of\nsuch dispute Tenant's obligation to pay fixed rent and additional rent shall\ncommence as if the Completion Notice was correct. If Landlord and Tenant cannot\nresolve such dispute within fifteen (15) days after Landlord receives the\nDispute Notice from Tenant, such dispute shall be resolved by arbitration\npursuant to Article 34 below. If the dispute (whether by agreement or\narbitration) is resolved in Tenant's favor, then the commencement of Tenant's\nobligation to pay fixed rent and additional rent shall be adjusted accordingly\nand any overpayments of fixed rent or additional rent shall be applied against\nthe next installment(s) of fixed rent and additional rent due under this lease.\n\n            (i)   (A) If the entire 18th and 20th floor portions of the Phase I\nPortion are not ready for occupancy by April 1, 2000, then, as Tenant's sole and\nexclusive right and remedy, the Phase I Rent Abatement Period for such floors\nshall be extended by one and one-half (1 1\/2) days for each day after April 1,\n2000 that such floors of the Phase I Portion are not ready for occupancy, except\nthat if such floors of the Phase I Portion are not ready for occupancy by the\nlast day of the two (2) month period commencing on April 1, 2000, the Phase I\nRent Abatement Period for such floors of the Phase I Portion shall be extended\nby two (2) days for each day after the last day of such two (2) month period\nthat such floors of the Phase I Portion are not ready for occupancy. Such\nextension of the Phase I Rent Abatement Period shall not extend the Expiration\nDate.\n\n\n                                       16\n\n\n                        (B) If the 19th Floor is not ready for occupancy by\nApril 1, 2000, then, as Tenant's sole and exclusive right and remedy, the Phase\nI Rent Abatement Period for such floor (or the 19th Floor Rent Abatement Period\n(if the 19th Floor Effective Date occurs after the Commencement Date, as the\ncase may be) shall be extended by two (2) days for each day after April 1, 2000\nthat such floor of the Phase I Portion is not ready for occupancy. Such\nextension of the Phase I Rent Abatement Period or the 19th Floor Rent Abatement\nPeriod shall not extend the Expiration Date.\n\n                        (C) If the Phase II Portion is not ready for occupancy\nby June 1, 2001,then, as Tenant's sole and exclusive right and remedy, the Phase\nII Rent Abatement Period shall be extended by two (2) days for each day after\nJune 1, 2001 that the Phase II Portion is not ready for occupancy.\n\n                        (D) If the Phase III Portion is not ready for occupancy\nby December 1, 2002, then, as Tenant's sole and exclusive right and remedy, the\nPhase III Rent Abatement Period shall be extended by two (2) days for each day\nafter December 1, 2002 that the Phase III Portion is not ready for occupancy.\n\n                        (E) If the Phase IV Portion is not ready for occupancy\nby December 1, 2003, then, as Tenant's sole and exclusive right and remedy, the\nPhase IV Rent Abatement Period shall be extended by two (2) days for each day\nafter December 1, 2003 that the Phase IV Portion is not ready for occupancy.\n\n                        (F)   (i) If the Window Work for any floor of the Phase\nI Portion is not substantially completed (or deemed substantially completed) by\nMay 15, 2000, then as Tenant's sole and exclusive right and remedy, the Phase I\nRent Abatement Period (or, if the 19th Floor Effective Date occurs after the\nCommencement Date, the 19th Floor Rent Abatement Period) for the floor(s) in\nquestion shall be extended by one and one-half (1 1\/2) days for each day after\nMay 15, 2000 that the Window Work for such floor(s) of the Phase I Portion is\nnot substantially completed. Such extension of the Phase I Rent Abatement Period\nor the 19th Floor Rent Abatement Period shall not extend the Expiration Date.\n\n                              (ii) Notwithstanding anything contained in this\nlease which may be deemed to the contrary, if by May 15, 2000, the entire 18th\nand 20th floor portions of the Phase I Portion are not ready for occupancy, then\nsubsection (i) of this subsection (F) shall no longer be in force or effect for\nthe 18th and 20th floor portions of the Phase I Portion, and the substantial\ncompletion of the Window Work on the 18th and 20th floor portions of the Phase I\nPortion shall become a condition of the 18th and 20th floor portions of the\nPhase I Portion being \"ready for occupancy.\"\n\n                              (iii) Notwithstanding anything contained in this\nlease which may be deemed to the contrary, if by May 15, 2000, the entire 19th\nFloor is not ready for occupancy, then subsection (i) of this subsection (F)\nshall no longer be in force or effect for the 19th Floor, and the substantial\ncompletion of the Window Work on the 19th Floor shall become a condition of the\n19th Floor being \"ready for occupancy.\"\n\n\n                                       17\n\n\n                        (G)   (i) If the Lavatory Renovation Work is not\nsubstantially completed (or deemed substantially completed) for any of the\nfloors of the Phase I Portion by July 1, 2000, then as Tenant's sole and\nexclusive right and remedy, the Phase I Rent Abatement Period (or, if the 19th\nFloor Effective Date occurs after the Commencement Date, the 19th Floor Rent\nAbatement Period) for the floor(s) in question shall be extended by one (1) day\nfor each day after July 1, 2000 that the Lavatory Renovation Work for none of\nfloors of the Phase I Portion is substantially completed. Such extension of the\nPhase I Rent Abatement Period or the 19th Floor Rent Abatement Period shall not\nextend the Expiration Date.\n\n                              (ii) If by July 1, 2000, (1) the Commencement Date\nhas occurred, (2) the Lavatory Renovation Work in respect of either the 18th\nfloor or 20th floor of the Phase I Portion has been substantially completed, and\n(3) if, the Lavatory Renovation Work has been substantially completed on only\none (1) of such floors, the core lavatories on the other of such floors are in\nreasonably good working order (which term, for the purposes of this subsection\n(G), shall include being clean and presentable), then the Phase I Rent Abatement\nPeriod in respect of the 18th and 20th floors of the Phase I Portion shall not\nbe extended pursuant to subsection (G)(i) above. If the events described in\nclauses (1), (2) and (3) of this subsection (ii) occur after July 1, 2000 and\nthe Phase I Rent Abatement Period is being extended pursuant to subsection\n(G)(i) above, then such extension shall end, with respect to the 18th and 20th\nfloor portions of the Phase I Portion on the date next preceding the date on\nwhich the events described in clauses (1), (2) and (3) of this subsection (ii)\noccur.\n\n                              (iii) If by July 1, 2000, (1) the Commencement\nDate and the 19th Floor Effective Date or the Partial 19th Floor Effective Date\nhas occurred, (2) the Lavatory Renovation Work in respect of at least one (1) of\nfloor of the Phase I Portion has been substantially completed, and (3) if, the\nLavatory Renovation Work has been substantially completed on fewer than all\nthree (3) floors of the Phase I Portion, the core lavatories on the other\nfloor(s) of the Phase I Portion are in reasonably good working order, then\nneither the Phase I Rent Abatement Period nor the 19th Floor Rent Abatement\nPeriod shall be extended pursuant to subsection (G)(i) above. If the events\ndescribed in clauses (1), (2) and (3) of this subsection (iii) occur after July\n1, 2000 and the Phase I Rent Abatement Period or the 19th Floor Rent Abatement\nPeriod is being extended pursuant to subsection (G)(i) above, then such\nextension shall end for all of the Phase I Portion on the date next preceding\nthe date on which the events described in clauses (1), (2) and (3) of this\nsubsection (iii) occur, even if only the Partial 19th Floor Effective Date (as\nopposed to the 19th Floor Effective Date) has occurred.\n\n                              (iv) If by August 1, 2000, (1) the Lavatory\nRenovation Work is not substantially completed for at least two (2) of the\nfloors of the Phase I Portion and (2) if by such date the 19th Floor Effective\nDate or the Partial 19th Floor Effective Date has occurred, but the core\nlavatories on the third (3rd) floor of the Phase I Portion are not in reasonably\ngood working order, then, as Tenant's sole and exclusive right and remedy, if\nthe Demised Premises is only the 18th and 20th floors, then the Phase I Rent\nAbatement Period for the floor on which the Lavatory Renovation Work has not\nbeen substantially complete shall be extended by one (1) day for each day after\nAugust 1, 2000 that the Lavatory Renovation Work on such floor is not\nsubstantially completed; and if the 19th Floor Effective Date or the Partial\n19th Floor Effective Date has occurred, then the Phase I Rent Abatement Period\nor the 19th Floor Rent Abatement\n\n\n                                       18\n\n\nPeriod, as the case may be, for the floor on which the Lavatory Renovation Work\nhas not been substantially complete shall be extended by one (1) day for each\nday after August 1, 2000 that the Lavatory Renovation Work on such floor is not\nsubstantially completed and the Phase I Rent Abatement Period or the 19th Floor\nRent Abatement Period, as the case may be, for the floor in respect of which the\ncore lavatories are not in reasonably good working order shall be extended by\none (1) day for each day after August 1, 2000 that such lavatory is not in\nworking order. Such extensions of the Phase I Rent Abatement Period or the 19th\nFloor Rent Abatement Period shall not extend the Expiration Date.\n\n                              (v) If by September 1, 2000, the Lavatory\nRenovation Work is not substantially completed for the entire Phase I Portion,\nthen, as Tenant's sole and exclusive right and remedy, the Phase I Rent\nAbatement Period for the floor on which the Lavatory Renovation Work has not\nbeen substantially complete shall be extended by one (1) day for each day after\nSeptember 1, 2000 that the Lavatory Renovation Work on such floor is not\nsubstantially completed. Such extensions of the Phase I Rent Abatement Period\nshall not extend the Expiration Date.\n\n                              (vi) Notwithstanding anything contained in this\nlease which may be deemed to the contrary, if by July 1, 2000, the entire 18th\nand 20th floor portions of the Phase I Portion are not ready for occupancy, then\nthis subsection (G) shall no longer be in force or affect for the 18th and 20th\nfloor portions of the Phase I Portion, and the substantial completion of the\nLavatory Renovation Work on the 18th and 20th floor portions of the Phase I\nPortion shall become a condition of the 18th and 20th floor portions of the\nPhase I Portion being \"ready for occupancy.\"\n\n                              (vii) Notwithstanding anything contained in this\nlease which may be deemed to the contrary, if by July 1, 2000, the entire 19th\nfloor portion of the Phase I Portion is not ready for occupancy, then this\nsubsection (G) shall no longer be in force or affect for the 19th floor portion\nof the Phase I Portion, and the substantial completion of the Lavatory\nRenovation Work on the 19th floor portion of the Phase I Portion shall become a\ncondition of the 19th floor portion of the Phase I Portion being \"ready for\noccupancy.\"\n\n                              (viii) For the purposes of clarification and\nnotwithstanding anything to the contrary contained in this lease, Landlord and\nTenant agree that if during the same period, the Phase I Rent Abatement Period\nor the 19th Floor Rent Abatement Period for a particular floor of the Phase I\nPortion would otherwise be extended as a result of a delay in the substantial\ncompletion of both the Window Work and the Lavatory Renovation Work, then only\nthe provisions of this lease which provide for such extension as a result of a\ndelay in the substantial completion of the Window Work shall apply; except that\nif during such period the Phase I Rent Abatement Period or the 19th Floor Rent\nAbatement Period for a particular floor of the Phase I Portion is being extended\nas a result of a delay in such floor being ready for occupancy, then only the\nprovisions of this lease which provide for such extension as a result of a delay\nin such floor being ready for occupancy shall apply.\n\n            (j)   The Window Work or Lavatory Renovation Work in any portion of\nthe Demised Premises shall not be substantially complete (or deemed\nsubstantially completed) unless\n\n\n                                       19\n\n\nLandlord has given Tenant a notice (a \"WW\/LRW COMPLETION NOTICE\") that the\nWindow Work or Lavatory Renovation Work in question has been or will be\nsubstantially completed (or, pursuant to subsection 4.02(g) above, is deemed\nsubstantially completed). Each WW\/LRW Completion Notice shall be deemed\nconclusive and binding upon Tenant unless, by giving Landlord notice (the\n\"DISPUTE NOTICE\") within five (5) business days after Landlord gives the WW\/LRW\nCompletion Notice to Tenant (TIME BEING OF THE ESSENCE IN ALL CASES), Tenant\ndisputes the substantial completion (or deemed substantial completion) of the\nWindow Work or Lavatory Renovation Work in question. Pending the resolution of\nsuch dispute, Tenant's obligation to pay fixed rent and additional rent shall\ncommence or be reinstated, as the case may be, as if the WW\/LRW Completion\nNotice was correct. If Landlord and Tenant cannot resolve such dispute within\nfifteen (15) days after Landlord receives the Dispute Notice from Tenant, such\ndispute shall be resolved by arbitration pursuant to Article 34 below. If the\ndispute (whether by agreement or arbitration) is resolved in Tenant's favor,\nthen the commencement or reinstatement, as the case may be, of Tenant's\nobligation to pay fixed rent and additional rent shall be adjusted accordingly\nand any overpayments of fixed rent or additional rent shall be applied against\nthe next installment(s) of fixed rent and additional rent due under this lease.\n\n            (k) For the purposes of clarification for subsection 4.02(i) above\nand for all other provisions of this lease which use or refer to the term \"ready\nfor occupancy,\" Tenant hereby acknowledges and agrees that as more particularly\nprovided in Subsection 4.02(g) above, but subject to Tenant's rights under\nSubsection 4.02(h) above, the various portions of the Demised Premises can be\n\"ready for occupancy,\" thereby (with the giving of the various Completion\nNotices) triggering the Commencement Date, the 19th Floor Effective Date, the\nVacant Phase II Effective Date, the Phase II Effective Date, the Vacant Phase\nIII Effective Date, the Phase III Effective Date and the Phase IV Effective\nDate, as the case may be , prior to the Landlord's Work in the applicable\nportion of the Demised Premises having actually been substantially completed, if\nsuch actual substantial completion is delayed due to a Tenant Delay, but such\noccurrence shall not relieve Landlord from its obligation to thereafter complete\nthe Landlord's Work.\n\n            (l)   (i) Notwithstanding anything contained in this lease to the\ncontrary, if prior to the substantial completion (or deemed substantial\ncompletion) of Landlord's Work in the entire 19th Floor, Landlord has\nsubstantially completed Landlord's Work in one (1) or more portions of the 19th\nFloor (such portion(s) being collectively referred to herein as the\n\"SUBSTANTIALLY COMPLETED 19TH FLOOR PORTIONS\"), Landlord shall give notice to\nTenant thereof (such notice being hereinafter referred to as the \"PARTIAL\nSUBSTANTIAL COMPLETION NOTICE\"). After receiving the Partial Substantial\nCompletion Notice, Tenant shall have the right to accept possession of the\nSubstantially Completed 19th Floor Portions. To exercise such right, Tenant\nshall give notice (the \"PARTIAL 19TH FLOOR Notice\") to Landlord of Tenant's\ndesire to exercise such right within fifteen (15) days after Tenant receives the\nPartial Substantial Completion Notice, in which event, effective on the date\n(the \"PARTIAL 19TH FLOOR EFFECTIVE DATE\") which is the business day immediately\nsucceeding the date on which Tenant gives the Partial 19th Floor Notice to\nLandlord, the Substantially Completed 19th Floor Portions shall be added to, and\nconstitute, a part of the Demised Premises. The Partial Substantial Completion\nNotice shall set forth the rentable area of the portions of the 19th Floor in\nquestion (as reasonably determined by\n\n\n                                       20\n\n\nLandlord in a manner consistent with the determination of the rentable square\nfoot area of the entire 19th Floor) and shall have attached to it a floor plan\nof the portions of the 19th Floor in question. Unless Landlord and Tenant\notherwise expressly agree in writing, the giving of the Partial 19th Floor\nNotice shall conclusively be deemed Tenant's acknowledgement and agreement that\nall of the Landlord's Work in such portions of the 19th Floor has been\nsubstantially completed in accordance with the applicable provisions of this\nlease and that the rentable area of such portions of the 19th Floor is as set\nforth in the Partial Substantial Completion Notice. If Tenant gives the Partial\n19th Floor Notice, then at any time after the Partial 19th Floor Effective Date\nTenant shall have the right to perform Tenant's Work and to conduct business in\nthe Substantially Completed 19th Floor Portions, all in accordance with, and\nsubject to, the applicable provisions of this lease, including, without\nlimitation, the provisions of subsection 4.02(g) above.\n\n                  (ii)  If there is a Partial 19th Floor Effective Date, then \nfor all purposes of this lease (except as otherwise expressly provided in\nsubsection 4.02(i)(G) above), including subsections 4.02(i)(F)(i) and (iii)\nabove, the Substantially Completed 19th Floor Portion and the balance of the\n19th Floor shall be treated as separate and distinct premises, with prorated\nallocations and apportionments, on a per rentable square foot basis, of the\nfixed rent, Tenant's Proportionate Share (as hereinafter defined), and 19th\nFloor Rent Abatement Period between the two (2) portions of the 19th Floor, with\nthe 19th Floor Effective Date for the Substantially Completed 19th Floor Portion\nbeing the Partial 19th Floor Effective Date.\n\n      4.03  (a) Landlord agrees to pay to Tenant, in accordance with, and \nsubject to, the provisions of this Section 4.03, an amount not to exceed the\nlesser of (i) the cost for Tenant to perform all items of Tenant's Work in the\nPhase I Portion, other than the cost of items which constitute Tenant's Property\n(as hereinafter defined) and any other item which constitutes personal property\nand which is removable from the Phase I Portion on the expiration or sooner\ntermination of the term of this lease, and (ii) $2,789,640.00 (such lesser\namount being hereinafter referred to as the \"CONSTRUCTION PAYMENT\"), provided\nthat at the time Landlord is otherwise obligated to make such payment of the\nConstruction Payment or any portion thereof, Tenant is not in breach or default\nof its obligation to pay any fixed rent or additional rent (and Tenant has been\ngiven notice of such default) and no Event of Default (as hereinafter defined)\nthen exists. Notwithstanding the foregoing, if at the time Landlord would\notherwise be obligated to pay the Construction Payment, the Phase II\nContribution Payment, the Phase III Contribution Payment or the Phase IV\nContribution Payment (as such terms are hereinafter defined), or any portions\nthereof, but for the fact that at such time Tenant is in breach or default of\nany of the terms, covenants and conditions of this lease on Tenant's part to\nobserve, perform or comply with, Landlord shall become obligated to pay the\nConstruction Payment, the Phase II Contribution Payment, the Phase III\nContribution Payment or the Phase IV Contribution Payment, as the case may be\n(or the portion in question) when such breach or default is cured, provided that\nthis lease is then in full force and effect and the other conditions to\nLandlord's obligation to pay same remain satisfied. Notwithstanding anything\ncontained in this lease to the contrary, no more than ten (10%) percent of the\nConstruction Payment may be used for architectural, engineering, space planning,\nexpediter and inspection fees, fees for all municipal and other permits,\nlicenses and approvals and other so-called \"soft costs\" (all of the foregoing\nbeing herein referred to as the \"SOFT COSTS\"), and then only to the extent that\nsame are directly related to the Tenant's Work (as \n\n\n                                       21\n\n\nopposed to being related to furniture, furnishings or other non-\"HARD COST\"\nitems, none of which shall be paid for, or reimbursed by Landlord).\n\n            (b)   Subject to the provisions of this Section, Landlord hereby\nagrees to make periodic payments of portions of the Construction Payment to\nTenant as Tenant's Work progresses, in accordance with the terms and conditions\nhereinafter set forth (the \"CONSTRUCTION PAYMENT CONDITIONS\"):\n\n                  (i)   Tenant shall submit to Landlord from time to time, but \nnot more often than once per month, requisitions (each such requisition being\nherein referred to as a \"TENANT'S Request\") for such periodic payment with\nrespect to the portion(s) of Tenant's Work performed subsequent to the\nimmediately preceding Tenant's Request, the form of which Tenant's Request shall\nbe designated by Landlord (and reasonably satisfactory to Tenant's architect),\ntogether with the following:\n\n                        (w)   a certificate from Tenant's architect, general\ncontractor or construction manager setting forth (1) such person's good faith\nestimate of the then total cost of Tenant's Work (including, without limitation,\nthe Soft Costs) (hereinafter referred to as the \"TOTAL COST\") which Total Cost\nshall be subject to Landlord's verification and which Total Cost shall be\nadjusted from time to time as such Total Cost changes, (2) the amount of the\nTotal Cost (as same may have been so adjusted) that has been paid (either\ndirectly by Tenant or from the Construction Payment), (3) the amount incurred or\npaid by or on behalf of Tenant on account of Tenant's Work for the period\nthrough the date of Tenant's Request, indicating the portion thereof for which\nTenant has not received a Percentage Payment (plus any retainage amount\npermitted and not paid), and (4) copies of all construction contracts, change\norders and other agreements relating to the Tenant's Work, to the extent same\nhave not been theretofore submitted to Landlord (except for contracts, change\norders and other agreements in respect of portions of the Tenant's Work the\naggregate cost of which is less than $50,000.00, unless specifically requested\nby Landlord);\n\n                        (x)   copies of invoices from the contractors and\nsubcontractors who performed the portions of Tenant's Work referred to in such\nTenant's Request, and from the materialmen and suppliers who supplied the\nmaterials and supplies referred to in such Tenant's Request, and copies of all\ninvoices previously submitted to Landlord in connection with previous Tenant's\nRequests, with an indication on such previously submitted invoices or other\nevidence reasonably satisfactory to Landlord, that such previously submitted\ninvoices have been paid in full, less any retainage;\n\n                        (y)   a certificate from Tenant's architect and general\ncontractor or construction manager that (1) such portion of the Tenant's Work\nhas been substantially completed in accordance with all material aspects of the\nTenant's Plans (as such term is defined in Section 13.05 below) and revisions\nthereto theretofore approved by Landlord; and (2) there are no violations or\nliens against Landlord, the Demised Premises, the Land or the Building (or\nagainst the holders of any interests in any of the foregoing) pending as a\nresult of such portion of the Tenant's Work; and\n\n\n                                       22\n\n\n                        (z)   lien waivers not previously delivered to Landlord\nfrom each contractor, subcontractor, materialman and supplier for all Tenant's\nWork theretofore performed (less any permitted retainage amounts) other than the\nTenant's Work for which the then Tenant's Request is being submitted;\n\n                  (ii)  The contract with Tenant's general contractor or\nconstruction manager shall provide for a reasonable retainage amount, but in no\nevent less than five (5%) percent; and\n\n                  (iii) Such portion of the Tenant's Work has been performed in\nmaterial compliance with the applicable provisions of this lease.\n\n            (c)   Landlord shall have the right, to be reasonably exercised, \nfrom time to time to enter the Phase I Portion for the purpose of verifying that\nsuch portion of Tenant's Work covered by Tenant's Request has been performed in\naccordance with the Tenant's Plans and revisions thereto theretofore approved by\nLandlord or otherwise to inspect any or all aspects of Tenant's Work, either by\nLandlord's architect or by an independent architect retained by Landlord at its\nsole cost and expense. If Landlord exercises such right and said architect shall\nprovide such verification (or if Landlord does not exercise such right), then,\nprovided the Construction Payment Conditions have been, and remain, satisfied,\nwithin thirty (30) days after Landlord's receipt of Tenant's Request together\nwith the accompanying documentation, Landlord shall pay to Tenant the\n\"PERCENTAGE PAYMENT\" (as such term is hereinafter defined) with respect to the\namounts shown on such Tenant's Request as being incurred or paid for the\nportions of Tenant's Work reflected thereon (together with the amount of any\nretainage to be released). For purposes hereof, the \"PERCENTAGE PAYMENT\" shall\nmean fifty (50%) percent of the amounts shown on such Tenant's Request as being\nincurred or paid, for portions of Tenant's Work reflected thereon. The balance\nof the Construction Payment, if any, after the substantial completion of\nTenant's Work, shall be paid to Tenant in accordance with the terms and\nconditions set forth in subsection (d) below.\n\n            (d)   Subject to the provisions of this Section, Landlord hereby\nagrees to pay the unfunded portion of the Construction Payment, if any, in\naccordance with the terms and conditions hereinafter set forth (the \"FINAL\nCONSTRUCTION PAYMENT CONDITIONS\"):\n\n                  (i)   After the substantial completion of the Tenant's Work,\nTenant shall submit to Landlord a requisition (herein referred to as the \"FINAL\nREQUEST\") for such unfunded portion of the Construction Payment, the form of\nwhich Final Request shall be designated by Landlord (and reasonably satisfactory\nto Tenant's architect), together with the following:\n\n                        (w)   copies of invoices from the contractors and\nsubcontractors who performed the Tenant's Work, and from the materialmen and\nsuppliers who supplied the materials and supplies referred to in the Final\nRequest, and copies of all invoices previously submitted to Landlord in\nconnection with previous Tenant's Requests, with an indication on such\npreviously submitted invoices or other evidence reasonably satisfactory to\nLandlord, that such previously submitted invoices have been paid in full, less\nany retainage (other than those paid receipted invoices previously submitted to\nLandlord pursuant to subsection (b) above);\n\n\n                                       23\n\n\n                        (x)   a certificate from Tenant's architect and general\ncontractor or construction manager that (1) all Tenant's Work has been completed\nin accordance with the Tenant's Plans and revisions thereto theretofore approved\nby Landlord; (2) there are no violations or liens against Landlord, the Demised\nPremises, the Building or the Land (or against the holders of any interests in\nany of the foregoing) pending as a result of any of the Tenant's Work;\n\n                        (y)   lien waivers from each contractor, subcontractor,\nmaterialman and supplier who have performed any Tenant's Work (other than those\ninvoices previously submitted to Landlord pursuant to subsection (b) above); and\n\n                        (z)   in respect of all Tenant's Work, as-built\ndrawings, and, to the extent specifically requested by Landlord, copies of\nbalancing reports, operating manuals, maintenance logs, warranties and\nguaranties, sign-offs and inspection reports; and\n\n                  (ii) All Tenant's Work has been performed in material\ncompliance with the applicable provisions of this lease.\n\n            (e) Promptly following the Final Request together with the aforesaid\naccompanying documentation, Landlord shall have the right to enter the Phase I\nPortion for the purpose of verifying that all of the Tenant's Work has been\ncompleted and performed in accordance with all material aspects of the Tenant's\nPlans and revisions thereto theretofore approved by Landlord, either by\nLandlord's architect or by an independent architect retained by Landlord at its\nsole cost and expense. If Landlord exercises such right and said architect shall\nprovide such verification (or if Landlord's does not exercise such right), then,\nprovided the Final Construction Payment Conditions have been, and remain,\nsatisfied, within thirty (30) days after Landlord's receipt of the Final Request\ntogether with the accompanying documentation, Landlord shall pay to Tenant the\nunfunded portion of the Construction Payment (such unfunded portion being\nhereinafter referred to as the \"FINAL PAYMENT\").\n\n            (f) In no event shall the sum of the Percentage Payments and the\nFinal Payment with respect to the Phase I Portion exceed the lesser of (i)\n$2,789,640.00 and (ii) the cost for Tenant to perform all items of Tenant's Work\nin the Phase I Portion.\n\n            (g) If Tenant does not submit a final request then, within fifteen\n(15) days after Landlord's request therefor, Tenant shall deliver to Landlord\nall of the items listed in subsection 4.03(d)(i) above with respect to the\nTenant's Work performed in the Phase I Portion, the Phase II Portion, the Phase\nIII Portion and the Phase IV Portion.\n\n      4.04 Provided that the Vacant Phase II Effective Date or the Phase II\nEffective Date shall have occurred, Landlord agrees to pay to Tenant, in\naccordance with and subject to the provisions of Section 4.03, an amount not to\nexceed the lesser of (i) the cost for Tenant to perform all items of Tenant's\nWork in the Phase II Portion, other than the cost of items which constitute\nTenant's Property and any other item which constitutes personal property and\nwhich is removable from the Phase II Portion on the expiration or sooner\ntermination of the term of this lease, and (ii) the \"PHASE II CONTRIBUTION\nAMOUNT\" (as hereinafter defined; such lesser amount being hereinafter referred\nto as the \"PHASE II CONTRIBUTION PAYMENT\"), provided that at the\n\n\n                                       24\n\n\ntime Landlord is otherwise obligated to make such payment of the Phase II\nContribution Payment or any portion thereof, Tenant is not in breach or default\nof its obligation to pay any fixed rent or additional rent and no Event of\nDefault then exists. The Phase II Contribution Payment shall be made subject to\nand in accordance with all of the provisions of Section 4.03 above, except that\nany reference to (i) Phase I Portion shall be deemed to refer to the Phase II\nPortion, (ii) the dollar amount $2,789,640.00 shall be deemed to refer to the\nPhase II Contribution Amount and (iii) Construction Payment shall be deemed to\nrefer to the Phase II Contribution Payment. For purposes of this Section 4.04,\nthe term \"PHASE II CONTRIBUTION AMOUNT\" shall mean the product of (x)\n$1,051,820.00, multiplied by (y) a fraction (the \"PHASE II TERM FRACTION\"), the\nnumerator of which is the number of full calendar months during the period\ncommencing on the earlier of (A) the Phase II Effective Date, and (B) June 1,\n2001 and ending on the Expiration Date, and the denominator of which is the\nnumber of full calendar months during the Term.\n\n      4.05 Provided that the Vacant Phase III Effective Date or the Phase III\nEffective Date shall have occurred, Landlord agrees to pay to Tenant, in\naccordance with and subject to the provisions of Section 4.03, an amount not to\nexceed the lesser of (i) the cost for Tenant to perform all items of Tenant's\nWork in the entire Phase III Portion, other than the cost of items which\nconstitute Tenant's Property and any other item which constitutes personal\nproperty and which is removable from the Phase III Portion on the expiration or\nsooner termination of the term of this lease, and (ii) the \"PHASE III\nCONTRIBUTION AMOUNT\" (as hereinafter defined; such lesser amount being\nhereinafter referred to as the \"PHASE III CONTRIBUTION PAYMENT\"), provided that\nat the time Landlord is otherwise obligated to make such payment of the Phase\nIII Contribution Payment or any portion thereof, Tenant is not in breach or\ndefault of its obligation to pay any fixed rent or additional rent and no Event\nof Default then exists. The Phase III Contribution Payment shall be made subject\nto and in accordance with all of the provisions of Section 4.03 above, except\nthat any reference to (i) Phase I Portion shall be deemed to refer to the Phase\nIII Portion, (ii) the dollar amount $2,789,640.00 shall be deemed to refer to\nthe Phase III Contribution Amount and (iii) Construction Payment shall be deemed\nto refer to the Phase III Contribution Payment. For purposes of this Section\n4.05, the term \"PHASE III CONTRIBUTION AMOUNT\" shall mean the product of (x)\n$809,760.00, multiplied by (y) a fraction (the \"PHASE III TERM FRACTION\"), the\nnumerator of which is the number of full calendar months during the period\ncommencing on the earlier of (A) the Phase III Effective Date, and (B) December\n1, 2002 and ending on the Expiration Date, and the denominator of which is the\nnumber of full calendar months during the Term.\n\n      4.06 Provided that the Phase IV Effective Date shall have occurred,\nLandlord agrees to pay to Tenant, in accordance with and subject to the\nprovisions of Section 4.03, an amount not to exceed the lesser of (i) the cost\nfor Tenant to perform all items of Tenant's Work in the Phase IV Portion, other\nthan the cost of items which constitute Tenant's Property and any other item\nwhich constitutes personal property and which is removable from the Phase IV\nPortion on the expiration or sooner termination of the term of this lease, and\n(ii) the \"PHASE IV CONTRIBUTION AMOUNT\" (as hereinafter defined); such lesser\namount being hereinafter referred to as the \"PHASE IV CONTRIBUTION PAYMENT\",\nprovided that at the time Landlord is otherwise obligated to make such payment\nof the Phase IV Contribution Payment or any portion thereof, Tenant is not in\nbreach or default of its obligation to pay any fixed rent or additional rent and\nno Event of \n\n\n                                       25\n\n\nDefault then exists. The Phase IV Contribution Payment shall be made subject to\nand in accordance with all of the provisions of Section 4.03 above, except that\nany reference to (i) Phase I Portion shall be deemed to refer to the Phase IV\nPortion, (ii) the dollar amount $2,789,640.00 shall be deemed to refer to the\nPhase IV Contribution Amount and (iii) Construction Payment shall be deemed to\nrefer to the Phase IV Contribution Payment. For purposes of this Section 4.06,\nthe term \"PHASE IV CONTRIBUTION AMOUNT\" shall mean the product of (x)\n$1,262,345.00, multiplied by (y) a fraction (the \"PHASE IV TERM FRACTION\"), the\nnumerator of which is the number of full calendar months during the period\ncommencing on the earlier of (A) the Phase IV Effective Date, and (B) December\n1, 2003 and ending on the Expiration Date, and the denominator of which is the\nnumber of full calendar months during the Term.\n\n      4.07  If Landlord does not pay any installment of the Construction \nPayment, the Phase II Contribution Payment, the Phase III Contribution Payment\nor the Phase IV Contribution Payment, as the case may be, when properly due\nTenant in accordance with, and subject to, the terms and conditions of this\nlease and such failure continues for more than three (3) business days after\nnotice from Tenant that same is overdue, then provided Landlord did not or does\nnot notify Tenant prior to the expiration of said three (3) business day period\nthat it disputes that such payment is due Tenant in accordance with, and subject\nto, the provisions of this lease, the amount of the Construction Payment, the\nPhase II Contribution Payment, the Phase III Contribution Payment or the Phase\nIV Contribution Payment, as the case may be, that is so properly due but not\npaid, plus interest on the balance of such amount from time to time outstanding,\nfrom the date such amount was due through the date next preceding the date of\nwhich such amount is fully deducted (as hereinafter provided), at an annual\ninterest rate equal to the rate described in subsection 30.01(b) below, shall be\ndeducted from the next installment(s) of fixed rent and additional rent payable\nhereunder.\n\n      4.08  (a)   As soon as is practicable after the Commencement Date, the \nPhase II Effective Date, the Phase III Effective Date and the Phase IV Effective\nDate, as the case may be, Landlord shall perform the Post-Commencement\nLandlord's Work in the corresponding portion of the Demised Premises (i.e., the\nPhase I Portion, the Phase II Portion, the Phase III Portion and the Phase IV\nPortion, respectively), and in doing so shall use all commercially reasonable\nefforts to minimize interference with the performance of Tenant's Work in such\nportions of the Demised Premises and with Tenant's use of such portions for the\npurposes expressly permitted under this lease.\n\n            (b)  If the Commencement Date and the 19th Floor Effective Date\nhave occurred, but the Post-Commencement Landlord's Work described in Paragraphs\n3 and\/or 5 of Part II of Exhibit G is not substantially completed (or deemed\nsubstantially completed) by the Post-Completion Landlord's Work Outside Date (as\nhereinafter defined), then, as Tenant's sole and exclusive right and remedy,\nduring the period commencing on the date next succeeding the Post-Completion\nLandlord's Work Outside Date through the date next preceding the date on which\nall such Post-Commencement Landlord's Work is substantially completed, the\nannual fixed rent payable under this lease shall be reduced by $500.00 per day.\nFor the purposes of this subsection, \"POST-COMPLETION LANDLORD'S WORK OUTSIDE\nDATE\" shall mean, with respect to the 18th and 20th floors of the Phase I\nPortion, the date which is five (5) months after the Landlord's Work in respect\nof such floors is actually substantially completed (as opposed to deemed\n\n\n                                       26\n\n\nsubstantially completed), with respect to each of the other floors of the\nDemised Premises, the date which is five (5) months after the Landlord's Work in\nrespect of such floor is actually substantially completed (as opposed to deemed\nsubstantially completed).\n\n      4.09  (a) In addition to Landlord's Work to be performed pursuant to this\nArticle, Landlord intends to perform substantially the work described in Exhibit\nH hereto (such work being herein referred to as the \"BASE BUILDING WORK\") by the\ntime periods set forth in said Exhibit. Landlord shall have no obligation to\nadvise Tenant of any modifications to the Base Building Work.\n\n            (b) If any portion of the Base Building Work is not substantially\ncompleted (or deemed substantially completed) by the corresponding date set\nforth in said Exhibit H as the \"Outside Completion Date\" for such portion of the\nBase Building Work, then, as Tenant's sole and exclusive right and remedy,\nduring the period commencing on the corresponding \"Outside Completion Date\"\nthrough the date next preceding the date on which the portion of the Base\nBuilding Work in question is substantially completed, the annual fixed rent\npayable under this lease (prorated on a PER DIEM basis) shall be reduced by an\namount equal to the \"Multiplier\" for the corresponding portion of the Base\nBuilding Work, multiplied by the rentable area of the Demised Premises during\nsuch period.\n\n                           ARTICLE 5 5\n                       ADJUSTMENTS OF RENT\n\n     5.01    TAX ESCALATION.  For the purpose of this lease:\n\n            (a)   \"TAXES\" shall mean the real estate taxes and assessments and\nspecial assessments imposed upon the Building and the Land including, without\nlimitation, any assessments for public improvement or benefit to the Building or\nLand, or the locality in which the Land is situated, such as Business\nImprovement District taxes and assessments. If at any time during the term of\nthis lease the methods of taxation prevailing at the commencement of the term\nhereof shall be altered so that in lieu of or as an addition to or as a\nsubstitute for the whole or any part of the taxes, assessments, levies,\nimpositions or charges now levied, assessed or imposed on real estate and the\nimprovements thereon, there shall be levied, assessed or imposed (i) a tax,\nassessment, levy, imposition or charge wholly or partially as capital levy or\notherwise on the rents received therefrom, or (ii) a tax, assessment, levy,\nimposition or charge measured by or based in whole or in part upon the Demised\nPremises and imposed upon Landlord, or (iii) a license fee measured by the rents\npayable by Tenant to Landlord, then all such taxes, assessments, levies,\nimpositions or charges, or the part thereof so measured or based, shall be\ndeemed to be included within the term \"Taxes\" for the purposes hereof. The term\n\"TAXES\" shall not include any income, franchise, transfer, inheritance, capital\nstock or other similar tax imposed on Landlord unless, due to a future change in\nthe method of taxation, an income, franchise, transfer, inheritance, capital\nstock or other tax shall be levied against Landlord in substitution for any tax\nor increase therein which would otherwise constitute \"Taxes\", as defined in the\nfirst sentence of this subsection (a), in which event such income, franchise,\ntransfer, inheritance, capital stock or other tax shall be deemed to be included\nin the term \"Taxes\" but any such income or similar tax shall be computed as if\nthe Building and the Land were the only property of \n\n\n                                       27\n\n\nLandlord. If any assessment is paid by Landlord in installments, then only the\ninstallments paid by Landlord in a given Tax Year shall be included in \"Taxes\"\nfor such Tax Year. If, by law, any assessment may be paid in installments but\nLandlord chooses not to pay same in installments, then, for the purposes of\ndetermining the Taxes for a given Tax Year: (i) such assessment shall be deemed\nto have been payable in the maximum number of installments permitted by law, and\n(ii) there shall be included in Taxes for each Tax Year the installments of such\nassessment that would have been payable during such Tax Year had Landlord\nelected to pay such assessment in the maximum number of installments, together\nwith any interest thereon that would payable during such Tax Year. \"Taxes\" shall\nalso include penalties and interest to the extent attributable to Tenant's\nfailure to timely and properly pay the Tax Payment (as hereinafter defined) as\nrequired under this lease; but not penalties and interest attributable to any\nother tenant's or Landlord's failure to timely and properly pay Taxes.\n\n            (b)   \"BASE TAX YEAR\" shall mean the 2000\/2001 Tax Year;\n\n            (c)   \"BASE TAX RATE\" shall mean the Taxes for the Base Tax Year as\ninitially assessed, without giving effect to any subsequent reduction (other\nthan a reduction that corrects an error made by the taxing authority);\n\n            (d)   \"TAX YEAR\" shall mean the fiscal year for which Taxes are \nlevied by the governmental authority;\n\n            (e)   \"TENANT'S PROPORTIONATE SHARE\" shall mean 6.884%, which has\nbeen computed on the basis of a fraction, the numerator of which is the agreed\nrentable square foot area of the 18th and 20th floors of the Phase I Portion as\nset forth below, and the denominator of which is the agreed rentable square foot\narea of the Building as set forth below. Effective on the 19th Floor Effective\nDate (or on the Commencement Date, if the 19th Floor Effective Date occurs on\nthe Commencement Date), Tenant's Proportionate Share shall be increased by\n3.467%. Effective on the Phase II Effective Date, Tenant's Proportionate Share\nshall be increased by 3.903%; effective on the Phase III Effective Date,\nTenant's Proportionate Share shall be increased by 3.005%; and effective on the\nPhase IV Effective Date, Tenant's Proportionate Share shall be increased by\n4.684%. The parties agree that the rentable square foot area of the Phase I\nPortion shall be deemed to be 79,704 square feet (29,872 square feet of which is\nattributable to the 18th floor, 26,696 square feet of which is attributable to\nthe 19th Floor, and 23,136 square feet of which is attributable to the 20th\nfloor), the rentable square foot area of the Phase II Portion shall be deemed to\nbe 30,052 square feet, the rentable square foot area of the Phase III Portion\nshall be deemed to be 23,136 square feet, and the rentable square foot area of\nthe Phase IV Portion shall be deemed to be 36,067 square feet and that the\nagreed rentable square foot area of the Building shall be deemed to be 770,000\nsquare feet (hereinafter referred to as the \"BUILDING AREA\"). If the Partial\n19th Floor Effective Date occurs before the 19th Floor Effective Date, or if the\nVacant Phase II Effective Date occurs before the Phase II Effective Date, or if\nthe Vacant Phase III Effective Date occurs before the Phase III Effective Date,\nthen on the Partial 19th Floor Effective Date, the Vacant Phase II Effective\nDate and on the Vacant Phase III Effective Date, the Tenant's Proportionate\nShare shall be increased based on the rentable area of the applicable Portion of\nthe 19th Floor, the Vacant Phase II Portion and Vacant Phase III Portion,\nrespectively, that is added to the Demised Premises, and the increases in\nTenant's Proportionate Share provided for above \n\n\n                                       28\n\n\non the 19th Floor Effective Date, the Phase II Effective Date and\/or the Phase\nIII Effective Date, as the case may be, shall be reduced by percentages by which\nTenant's Proportionate Share is increased on the Partial 19th Floor Effective\nDate, the Vacant Phase II Effective Date and on the Vacant Phase III Effective\nDate, respectively.\n\n      5.02  If the Taxes for any Tax Year shall be more than the Base Tax Rate,\nTenant shall pay, as additional rent for such Tax Year, an amount (the \"TAX\nPAYMENT\") equal to Tenant's Proportionate Share of the amount by which the Taxes\nfor such Tax Year are greater than the Base Tax Rate. The Tax Payment and the\nBase Tax Rate shall be appropriately prorated, if necessary, to correspond with\nthat portion of a Tax Year occurring within the Term of this lease that is\napplicable to the various portions of the Demised Premises. The Tax Payment\nshall be payable by Tenant within fifteen (15) days after receipt of a demand\nfrom Landlord therefor (such demand being hereinafter referred to as a \"TAX\nSTATEMENT\"), which demand shall be accompanied by a copy of the tax bill or\nnotice of assessment for the Tax Year in respect of which a Tax Payment is being\ndemanded, together with Landlord's computation of the Tax Payment, but in no\nevent shall Tenant be obligated to make the Tax Payment more than forty-five\n(45) days prior to the date on which the corresponding Taxes are due to the\ntaxing authority.\n\n      5.03  Notwithstanding the fact that the Tax Payment is measured by an\nincrease in Taxes, such increase is additional rent and shall be paid by Tenant\nas provided herein regardless of the fact that Tenant may be exempt, in whole or\nin part, from the payment of any taxes by reason of Tenant's diplomatic or other\ntax exempt status or for any other reason whatsoever.\n\n      5.04  Only Landlord shall be eligible to contest the Taxes or the\nassessed valuation of the Building or the Land, or to institute tax reduction or\nother proceedings to reduce the Taxes or such assessed valuations, or to\nnegotiate for a reduction in the such assessed valuations prior to the issuance\nof a notice of assessment or tax bill (all of the foregoing being collectively\nreferred to as the \"TAX REDUCTION ACTIONS\"). Landlord agrees to review the Taxes\nfor each Tax Year occurring within the term of this lease and make a good faith\ndetermination as to whether or not Landlord shall formally or informally take\nany Tax Reduction Action. If Landlord takes any Tax Reduction Action, then\nTenant shall pay to Landlord, within fifteen (15) days after Landlord's demand\ntherefor, Tenant's Proportionate Share (taking into account the adjustments\nprovided for in subsection 5.01(e) above) of the actual and out-of-pocket costs\nand expenses (including attorneys' fees and disbursements) incurred or paid by\nLandlord in taking the Tax Reduction Action (such costs and expenses being\nherein referred to as the \"TAX REDUCTION EXPENSES\"). If Landlord receives a\nrefund of Taxes for any Tax Year in respect of which Tenant has made a Tax\nPayment, Landlord shall return to Tenant Tenant's Proportionate Share of such\nrefund, less Tenant's Proportionate Share (taking into account the adjustments\nprovided for in subsection 5.01(e) above) of the Tax Reduction Expenses\nattributable to such refund, except to the extent Tenant has already paid to\nLandlord Tenant's Proportionate Share (taking into account the adjustments\nprovided for in subsection 5.01(e) above) of the Tax Reduction Expenses\nattributable to such refund.\n\n      5.05  Intentionally omitted.\n\n\n                                       29\n\n\n      5.06  (a) Anything in this Article 5 to the contrary notwithstanding,\nin the event that the holder of any superior mortgage or the lessor of any\nsuperior lease (as such terms are defined in Section 7.01 hereof) shall require\nadvance payments from Landlord on account of Taxes, then Tenant will pay\nTenant's Proportionate Share (taking into account the adjustments provided for\nin subsection 5.01(e) above) of any amounts on account of Taxes required to be\npaid or deposited in advance by Landlord to or with the holder of the superior\nmortgage or the lessor of the superior lease to the extent that such payments\nmade by Landlord exceed the Base Tax Rate. Any payments to be made by Tenant\nunder this Section 5.06(a) shall be made ten (10) days prior to the date\nLandlord is required to make such payments to the holder of the superior\nmortgage or the lessor of the superior lease, provided Landlord has given Tenant\nat least fifteen (15) days prior notice of such requirement;\n\n            (b) Anything in Sections 5.01 through 5.06 to the contrary\nnotwithstanding, in no event whatsoever shall the fixed rent be reduced below\nthe fixed rent initially set forth in Section 1.04(a) hereof as same may be\nincreased by provisions of this lease other than Sections 5.01 through 5.06.\n\n      5.07  EXPENSE ESCALATION.  For purposes of this lease:\n\n            (a)   \"OPERATING EXPENSES\" shall mean any or all expenses incurred \nby Landlord in connection with the operation, maintenance and repair of the\nBuilding, including all expenses incurred as a result of Landlord's compliance\nwith any of its obligations hereunder and such expenses shall include: (i)\nsalaries, wages, medical, surgical and general welfare benefits (including group\nlife insurance), pension payments and other fringe benefits of employees of\nLandlord engaged in the operation and maintenance of the Building (the salaries\nand other benefits aforesaid of such employees servicing the Building shall be\ncomparable to those of employees servicing buildings similar to the Building,\nlocated in the Borough of Manhattan); (ii) payroll taxes, worker'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 sewer rental) furnished to the public portions of the Building\nand\/or used in the operation of all of the service facilities of the Building\nand the cost of all charges for electricity furnished to the public and service\nareas of the Building and\/or used in the operation of all of the service\nfacilities of the Building including any taxes on any of such utilities; (iv)\nthe cost of all charges for rent, casualty, war risk insurance (if obtainable\nfrom the United States government) and of liability insurance for the Building\nto the extent that such insurance is required to be carried by Landlord under\nany superior lease or superior mortgage or if not required under any superior\nlease or superior mortgage then to the extent such insurance is carried by\nowners of buildings comparable to the Building; (v) the cost of all building and\ncleaning supplies for the common areas of the Building and charges for telephone\nfor the Building; (vi) the cost of all charges for management, security,\ncleaning and service contracts for the Building (if no managing agent is\nemployed by Landlord, there shall be included in Operating Expenses a sum equal\nto 2.5% of all rents and other charges collected from tenants or other permitted\noccupants of the Building); (vii) the cost of rentals of capital equipment\ndesigned to result in savings or reductions in Operating Expenses which costs\nshall not exceed the savings realized; (viii) the cost incurred , which are\nnon-capital expenditures, in connection with the maintenance and repair of the\nBuilding; and (ix) expenditures for capital improvements (l) which under\ngenerally \n\n\n                                       30\n\n\n\naccepted accounting principles as applied to real estate practice are expensed\nor regarded as deferred expenses, or (2) which are required by any law enacted\nafter the date of this lease or any amendment enacted after the date of this\nlease of any existing law, or (3) which are designed to result in a saving in\nthe amount of Operating Expenses, in any of such cases the cost thereof shall be\nincluded in Operating Expenses for the Operational Year in which the costs are\nincurred and subsequent Operational Years, amortized on a straight line basis,\nover the useful life thereof as determined in accordance with generally accepted\naccounting principles consistently applied (except that, with respect to a\ncapital improvement which is of the type specified in clause (3), such cost\nshall be amortized over such period of time as Landlord reasonably estimates\nsuch savings in Operating Expenses will equal Landlord's cost for such capital\nimprovement but in no event in excess of the amount of savings actually realized\nin any Operational Year), with an interest factor in any of such cases equal to\ntwo (2%) percent above the Prime Rate (as hereinafter defined) at the time of\nLandlord's having incurred said expenditure. Landlord may use related or\naffiliated entities to provide services (including management services) or\nfurnish materials for the Building provided that the rates or fees charged by\nsuch entities are competitive with those charged by unrelated or unaffiliated\nentities in the same area in the Borough of Manhattan as the Building, for the\nsame services or materials. Provision in this lease for an expense to be\nLandlord's cost or expense (or sole cost or expense), or at Landlord's cost or\nexpense (or sole cost or expense) shall not affect the inclusion thereof, to the\nextent provided above, in Operating Expenses. Operating Expenses shall exclude\nor have deducted from them, as the case may be, and as shall be appropriate:\n\n                  1.    leasing and brokerage commissions in connection with \nleases of space in the Building;\n\n                  2.    salaries, fringe benefits and other compensation of\npersonnel above the grade of building manager;\n\n                  3.    the cost of any electricity furnished to the Demised\nPremises or any other space leased in the Building;\n\n                  4.    except as otherwise hereinabove provided, the cost of \nany repair or replacement, alteration, addition or change which is a capital\nexpenditure under generally accepted accounting principles consistently applied;\n\n                  5.    the cost of services provided to Tenant or any of the \nother tenants of the Building, including overtime HVAC, for which Landlord is\ndirectly compensated, or has the right to be directly compensated, by Tenant or\nany other tenant of the Building (except pursuant to provisions similar in\nintent to Sections 5.07 through 5.11 hereof for the payment of a share of the\ncosts of operating the Building), which are not included in fixed rent;\n\n                  6.    the cost of repairs or replacements incurred by reason \nof fire or other casualty, or condemnation;\n\n                  7.    advertising and promotional expenditures and any other\nexpense incurred in connection with the renting of space;\n\n\n                                       31\n\n\n                  8.    legal and other professional or consulting fees \nincurred in disputes with tenants, and legal, arbitration and auditing fees\nother than legal, arbitration and auditing fees reasonably incurred (a) in\nconnection with the maintenance and operation of the Building or (b) in\nconnection with the preparation of statements required pursuant to rental\nescalation provisions;\n\n                  9.    depreciation of the Building, equipment or other\nimprovements;\n\n                  10.   mortgage or other interest and\/or debt service and\/or\nfinancing and refinancing costs in connection with any loan, secured or\nunsecured; ground rents or any other payments under any superior leases;\n\n                  11.   any initial construction work performed by, or at the\nexpense of, Landlord for tenants, and tenant alteration work or change work,\nincluding any utilities, fees or services incurred in connection with the\nperformance of such work;\n\n                  12.   painting and decorating of areas to be occupied by\ntenants or licensees; special services (i.e., beyond the normal repair,\nmaintenance and operating of the Building) provided without extra charge, beyond\nfixed rent, to some but not all tenants in the Building;\n\n                  13.   Taxes;\n\n                  14.   lease takeover costs and related expenses;\n\n                  15.   any wages, salaries, fringe benefits and other\ncompensation of Landlord's employees (except as set forth in Section 5.07(a)(i)\nand (ii) above) or any general and administrative overhead of Landlord;\n\n                  16.   costs incurred with respect to a sale or purchase of all\nor any portion of the Building or any interest therein or in connection with the\npurchase or sale of any air or development rights;\n\n                  17.   any interest, fine, penalty or other late charges \npayable by Landlord;\n\n                  18.   the cost of removing, encapsulating or otherwise abating\nany asbestos or other hazardous materials in the Building except with respect to\nany materials which are determined to be hazardous after the date of this lease;\n\n                  19.   franchise, income, transfer, gains, inheritance, \npersonal property or other tax imposed on Landlord;\n\n                  20.   the cost of the acquisition or installation of any\nsculpture, paintings or other objects of art in excess of amounts typically\nspent for such items in comparable buildings in the vicinity of the Building;\n\n\n                                       32\n\n\n                  21.   the cost of performing work or furnishing services to or\nfor any tenant other than Tenant, at Landlord's expense, to the extent such work\nor service is in excess of any work or service Landlord is obligated to provide\nto Tenant or generally to other tenants in the Building at Landlord's expense;\n\n                  22.   amounts that would otherwise be included as an\n\"Operating Expense\" which are reimbursed to Landlord from insurance proceeds,\nprovided, however, to the extent an amount that is so reimbursed from insurance\nproceeds is not reimbursed in the Operational Year in which the amount in\nquestion was included in \"Operating Expenses,\" then at Landlord's option (1) the\nOperating Expenses and the Operating Expense Payment for the Operational Year in\nwhich the reimbursed amount in question was included in \"Operating Expenses,\"\nshall be recalculated and the overpayment made by Tenant shall be credited\nagainst rent, unless the term of this lease expires prior to a full crediting,\nthen same shall be refunded to Tenant, or (2) the reimbursed amount shall be\ndeducted from the then Operational Year's Operating Expenses; and\n\n                  23.   costs incurred to remedy violations of laws and\/or\nrequirements of public authorities that exist on the date of this lease or which\narise by reason of the failure of Landlord (or Landlord's predecessor) to\nconstruct, maintain or operate the Building or any part thereof in compliance\nwith such laws and\/or requirements of public authorities (excluding the costs of\npermits and approvals to comply with laws and\/or requirements of public\nauthorities in the ordinary course of the operation of the Building).\n\n          If during all or part of the Base Operational Year (as hereinafter\ndefined) or any other Operational Year, Landlord shall not furnish any\nparticular item(s) of work or service (which would otherwise constitute an\nOperating Expense hereunder) to office portions of the Building due to the fact\nthat (i) such portions are not occupied or leased, (ii) such item of work or\nservice is not required or desired by the tenant of such portion, or (iii) such\ntenant is itself obtaining and providing such item of work or service, then, for\nthe purposes of computing Operating Expenses, the amount for such item and for\nsuch period shall be deemed to be increased by an amount equal to the additional\ncosts and expenses which would reasonably have been incurred during such period\nby Landlord if it had at its own expense furnished such item of work or services\nto such portion of the Building or to such tenant.\n\n            (b)   \"OPERATIONAL YEAR\" shall mean each calendar year during the\nTerm hereof.\n\n            (c)   \"BASE OPERATIONAL YEAR\" shall be calendar year 2000;\n\n            (d)   \"OPERATING EXPENSE BASE\" shall mean Operating Expenses for the\nBase Operational Year;\n\n            (e)   \"TENANT'S PROJECTED SHARE OF OPERATING EXPENSES\" shall mean\nTenant's Operating Expense Payment (as hereinafter defined), if any, for the\nprior Operational Year divided by twelve (12) and payable monthly by Tenant to\nLandlord as additional rent.\n\n\n                                       33\n\n\n      5.08  After the expiration of the Base Operational Year, Landlord shall\nfurnish Tenant a statement setting forth the aggregate amount of the Operating\nExpenses for the Base Operational Year. After the expiration of each Operational\nYear after the Base Operational Year, Landlord shall furnish Tenant a statement\nsetting forth the aggregate amount of the Operating Expenses for such\nOperational Year. The statement furnished under this Section 5.08 is hereinafter\nreferred to as an \"OPERATING STATEMENT.\"\n\n      5.09  If the Operating Expenses for any Operational Year shall be more\nthan the Operating Expense Base, Tenant shall pay, as additional rent for such\nOperational Year, an amount (the \"OPERATING EXPENSE PAYMENT\") equal to Tenant's\nProportionate Share (taking into account the adjustments provided for in\nsubsection 5.01(e) above) of the amount by which the Operating Expenses for such\nOperational Year are greater than the Operating Expense Base. The Operating\nExpense Payment shall be prorated, if necessary, to correspond with that portion\nof an Operational Year occurring within the Term of this lease that is\napplicable to the various portions of the Demised Premises. The Operating\nExpense Payment shall be payable by Tenant within fifteen (15) days after\nreceipt of the Operating Statement.\n\n      5.10  Commencing with the first Operational Year after Landlord shall be\nentitled to receive an Operating Expense Payment, Tenant shall pay to Landlord\nas additional rent for the then Operational Year, Tenant's Projected Share of\nOperating Expenses. If the Operating Statement furnished by Landlord to Tenant\nat the end of then Operational Year shall indicate that Tenant's Projected Share\nof Operating Expenses exceeded the Operating Expense Payment, Landlord shall\neither (a) pay the amount of excess directly to Tenant concurrently with the\nnotice or (b) permit Tenant to credit the amount of such excess against the\nsubsequent payment of fixed rent or additional rent due hereunder; if such\nOperating Statement furnished by Landlord to Tenant hereunder shall indicate\nthat the Operating Expense Payment exceeded Tenant's Projected Share of\nOperating Expenses for the then Operational Year, Tenant shall pay the amount of\nsuch excess to Landlord within fifteen (15) days after Landlord furnishes such\nOperating Statement to Tenant.\n\n      5.11  Every Operating Statement given by Landlord pursuant to Section\n5.08 shall be conclusive and binding upon Tenant unless (i) within 120 days\nafter the receipt of such Operating Statement Tenant shall notify Landlord that\nit disputes the correctness of the Operating Statement, specifying in reasonable\ndetail either the particular respects in which, or the basis upon which, the\nOperating Statement is claimed to be incorrect, and (ii) if such dispute shall\nnot have been settled by agreement, shall submit the dispute to arbitration\nwithin 180 days after receipt of the Operating Statement. Landlord agrees, at no\ncost expense to Landlord, to grant Tenant reasonable access to those books and\nrecords of Landlord relevant to such dispute (other than privileged materials)\nfor the purpose of verifying Operating Expenses incurred by Landlord in the\nOperational Year in question and to have and make copies of any and all bills\nand vouchers relating to such dispute. Tenant agrees that Tenant will not\nemploy, in connection with any review or dispute under this lease, any person\nwho is to be compensated, in whole or in part, on a contingency fee basis. In\nconnection with any such review, audit or dispute, Tenant and its\nrepresentatives shall execute and deliver to Landlord a confidentiality\nagreement, in form and substance reasonably satisfactory to Landlord and Tenant,\nwhereby such parties agree not to disclose to any third party any of the\ninformation obtained in connection with such review or \n\n\n                                       34\n\n\naudit, or the substance of any admissions or stipulations by any party in\nconnection therewith, or of any resulting reconciliation, compromise or\nsettlement. Pending the determination of such dispute by agreement or\narbitration as aforesaid, Tenant shall within fifteen (15) days after receipt of\nsuch Operating Statement, pay additional rent, if due, in accordance with the\nOperating Statement and such payment shall be without prejudice to Tenant's\nposition. If the dispute shall be determined in Tenant's favor, Landlord shall,\nwithin fifteen (15) days after Tenant's demand therefor, pay Tenant the amount\nof Tenant's overpayment of the Operating Expense Payment, if any, resulting from\ncompliance with the Operating Statement, plus the reasonable out-of-pocket cost\nactually paid by Tenant to the person who conducted the audit of Landlord's\nbooks and records on Tenant's behalf in connection with verifying the Operating\nExpenses for the Operational Year in question, but only if the actual\noverpayment by Tenant of the actual Operating Expense Payment (as opposed to any\nTenant's Projected Share of Operating Expenses) is more than 108% of the\nOperating Expense Payment so finally determined for the Operational Year in\nquestion.\n\n      5.12  Landlord's failure during the lease term to prepare and deliver any\nof the demands, tax bills, notices of assessment, statements, other notices or\nother bills set forth in this Article 5, or Landlord's failure to make a demand,\nshall not in any way cause Landlord to forfeit or surrender its rights to\ncollect any of the foregoing items of additional rent which may have become due\nduring the term of this lease. Notwithstanding the foregoing, and except in the\ncase where the term of this lease ends as a result of a default under any of the\nterms, covenants or conditions in this lease on Tenant's part to observe,\nperform or comply with, Landlord shall be deemed to have waived its right to\nclaim any Tax Payment for any Tax Year occurring (in whole or in part) during\nthe term of this lease if Landlord shall fail to render a Tax Statement with\nrespect to any such Tax Years within three (3) years after the last day of the\nterm of this lease, and Landlord shall be deemed to have waived its right to\nclaim any Operating Expense Payment for any Operational Year occurring (in whole\nor in part) during the term of this lease if Landlord shall fail to render an\nOperating Statement with respect to any such Operational Years within three (3)\nyears after the last day of the term of this lease.\n\n                                   ARTICLE 6 6\n                                SECURITY DEPOSIT\n\n      6.01 Tenant has deposited with Landlord the sum of $4,000,000.00 by\nLetter of Credit (as hereinafter defined) as security for the faithful\nperformance, observance and compliance with all of the terms, covenants and\nconditions of this lease on Tenant's part to perform, observe or comply with. In\nthe event that Tenant defaults under any of the terms, covenants or conditions\nin this lease on Tenant's part to observe, perform or comply with (including,\nwithout limitation, the payment of any installment of fixed rent or any amount\nof additional rent), and fails to cure such default after the giving of any\nrequired notice and the expiration of any applicable cure period, then, to the\nextent required for the payment of any fixed rent, additional rent, or any other\nsums as to which Tenant is in default, or for any sum that Landlord may\nreasonably expend or may be required to expend by reason of any such default\n(including any damages or deficiency accrued before or after summary proceedings\nor other re-entry by Landlord), (a) Landlord may notify the Issuing Bank (as\nsuch term is defined in Section 6.03 hereof) and thereupon receive all of the\nmonies represented by the said Letter of Credit and use, apply, or retain the\nwhole or any part of \n\n\n                                       35\n\n\n\nsuch proceeds, or (b) in the event that Landlord is holding a cash security\npursuant to Section 6.03 below, Landlord may use, apply, or retain the whole or\nany part of the cash security. In the event that Landlord applies or retains any\nportion or all of such cash security or proceeds of such Letter of Credit, or\nboth, as the case may be, the amount not so used, applied or retained shall\ncontinue to be treated as Tenant's security deposit, and Tenant shall restore\nthe amount so applied or retained within seven (7) days after Landlord's demand\ntherefor, so that, at all times, the amount deposited shall be $4,000,000.00,\nsubject to increase and\/or reduction as hereinafter provided. On or before the\nPhase III Effective Date, the amount of the Letter of Credit shall be increased\nby $1,000,000.00 and on or before the Phase IV Effective Date, the Letter of\nCredit shall be increased by an additional $1,000,000.00. In the event that\nTenant shall fully and faithfully comply with all of the material terms,\nprovisions, covenants and conditions of this lease, that portion, if any, of the\ncash security or Letter of Credit, or both, as the case may be, not used,\napplied or retained shall be returned to Tenant within thirty (30) days after\nthe Expiration Date and after delivery of possession of the entire Demised\nPremises to Landlord, in accordance with, and subject to, the applicable\nprovisions of this lease.\n\n      6.02  To the extent that the security deposited under this Article is a\ncash security deposit, Landlord agrees to deposit same into an interest bearing\naccount in a bank or savings and loan association to be selected, from time to\ntime, by Landlord in its sole discretion. Landlord agrees, further to hold said\nsecurity in such an account for the entire term of this lease, subject, however,\nto the terms of Section 6.01 above with respect to the use, application or\nretention of such security. To the extent permitted by law, Tenant agrees that\nLandlord shall be entitled to receive and retain, as an administrative expense,\na sum equal to one (1%) percent per annum upon such security, and Landlord shall\nhave the right to withdraw such sum from time to time as Landlord shall\ndetermine in is sole discretion. The balance of the interest earned on such\nsecurity shall, provided Tenant is not then in default under this lease, and to\nthe extent that same shall not be used, applied or retained pursuant to the\nterms of Section 6.01 above, be paid to Tenant upon the request of Tenant, but\nnot more than once during any calendar year of the term of this lease. Unless\nand until such interest shall be paid to Landlord and Tenant as herein provided,\nthe same shall be held as a part of the security deposited by Tenant, subject\nto, and in accordance with, the terms of Section 6.01 above. Landlord shall not\nbe required to credit any security with the interest for any period during which\nLandlord does not receive interest thereon.\n\n      6.03  (a) Any letter of credit (the \"LETTER OF Credit\") to be delivered\nas security under this Article shall be a clean, irrevocable and unconditional\nletter of credit issued by and drawn upon a commercial bank (hereinafter\nreferred to as the \"ISSUING BANK\") with offices for banking purposes in the City\nof New York which is a member of the New York Clearinghouse Association (or any\nsuccessor thereto) or which is approved by Landlord, which Letter of Credit\nshall have a term of not less than one year, be in form and content satisfactory\nto Landlord, be for the account of Landlord and be in the amount of\n$4,000,000.00, subject to the increase in such amount as provided in Section\n6.01 hereof or the reduction in such amount as provided in Sections 6.07 - 6.10\nhereof. The Letter of Credit shall provide that:\n\n                  (i) The Issuing Bank shall pay to Landlord or its duly\nauthorized representative an amount up to the face amount of the Letter of\nCredit upon presentation of only the Letter of Credit and a sight draft in the\namount to be drawn;\n\n\n                                       36\n\n\n                  (ii) The Letter of Credit shall be deemed to be automatically\nrenewed, without amendment, for consecutive periods of one year each, unless the\nIssuing Bank sends written notice (hereinafter called the \"NON-RENEWAL NOTICE\")\nto Landlord by certified or registered mail, return receipt requested, not less\nthan thirty (30) days next preceding the then expiration date of the Letter of\nCredit, that it elects not to have such Letter of Credit renewed; and\n\n                  (iii) The Letter of Credit shall be transferable by the\nbeneficiary thereof, without charge to the beneficiary, and that any failure to\npay the transfer charges shall not affect the beneficiary's ability to transfer\nthe Letter of Credit; the Letter of Credit may be transferred as aforesaid from\ntime to time, by the then beneficiary under the Letter of Credit; to effectuate\na transfer under the Letter of Credit, the beneficiary must notify the Issuing\nBank in a writing signed by an authorized signatory of beneficiary, of the name\nand address of the transferee and of the effective date of the transfer; and\nupon the Issuing Bank's receipt of such writing, the Issuing Bank will issue an\namendment to the Letter Credit that changes the name and address of the\nbeneficiary hereof and shall deliver the original of such amendment to the new\nbeneficiary\/transferee and a copy thereof to the prior beneficiary\/transferor.\n\n            (b) Landlord, after its receipt of the Non-Renewal Notice, shall\nhave the right, exercisable by a sight draft only, to receive the moneys\nrepresented by the Letter of Credit, which moneys shall be held by Landlord as a\ncash deposit pursuant to the terms of this Article pending the replacement of\nsuch Letter of Credit.\n\n      6.04 In the event of a sale or transfer of the Land or the Building, or\nthe then Landlord's interest in the Land or the Building, or a leasing by the\nthen Landlord of the Land or the Building or of Landlord's interest therein,\nLandlord shall, at no cost or expense to Landlord, transfer or assign such cash\nsecurity or Letter of Credit, or both, as the case may be, to the vendee,\ntransferee or lessee, and Landlord shall notify Tenant, by certified mail,\nreturn receipt requested, of such sale, transfer or lease, together with the\nname and address of such vendee, transferee or lessee, and, in accordance with\nSection 7-105 of the New York General Obligations Law, Landlord shall thereupon\nbe released by Tenant from all liability for the return of such cash security or\nLetter of Credit. In such event, Tenant agrees to look solely to the new\nLandlord for the return of said cash security or Letter of Credit. It is agreed\nthat the provisions hereof shall apply to every transfer or assignment made of\nsaid cash security or Letter of Credit to a new Landlord. In connection with the\nforegoing, Tenant, at no cost to Landlord, shall reasonably cooperate with\nLandlord and such vendee, transferee or lessee in connection with the transfer\nor assignment of such security or Letter of Credit, including, without\nlimitation, executing and delivering, within ten (10) days after demand\ntherefor, any and all instruments, certificates, agreements or other documents\nthat Landlord, such vendee, transferee or lessee, the bank with which such\nsecurity is deposited or the Issuing Bank may require.\n\n      6.05  Tenant covenants that it will not assign or encumber, or attempt to\nassign or encumber, such cash security or Letter of Credit, and that neither\nLandlord nor its successors or assigns shall be bound by any such assignment,\nencumbrance, attempted assignment, or attempted encumbrance.\n\n\n                                       37\n\n\n      6.06  In the event that at any time during the term of this lease\nLandlord, in Landlord's reasonable opinion, believes that circumstances have\noccurred indicating that the Issuing Bank may be incapable of, unable to, or\nprohibited from honoring the then existing Letter of Credit (hereinafter\nreferred to as the \"EXISTING L\/C\") in accordance with the terms thereof, then,\nupon the happening of either of the foregoing, Landlord may send written notice\nto Tenant (hereinafter referred to as the \"REPLACEMENT NOTICE\") requiring Tenant\nwithin forty-five (45) days to replace the Existing L\/C with a new letter of\ncredit (hereinafter referred to as the \"REPLACEMENT L\/C\") from an Issuing Bank\nmeeting the qualifications described in Section 6.03. Upon receipt of a\nReplacement L\/C meeting the qualifications of Section 6.03, Landlord shall\nforthwith return the Existing L\/C to Tenant. In the event that (a) a Replacement\nL\/C meeting the qualifications of Section 6.03 is not received by Landlord\nwithin the time specified or (b) Landlord reasonably believes an emergency\nexists, then in either event, the Existing L\/C may be presented for payment by\nLandlord and the proceeds thereof shall be held by Landlord in accordance with\nSections 6.01 and 6.02 subject, however, to Tenant's right, at any time\nthereafter prior to a Tenant's default hereunder, to replace such cash security\nwith a new letter of credit meeting the qualifications of Section 6.03.\n\n      6.07  Tenant may, at any time after the four (4) year period commencing\non the Rent Commencement Date, request Landlord to reduce the amount of the\nsecurity deposit being held by Landlord under this Article to $5,000,000.00, in\nwhich event, provided that at the time of such request (a) this lease is in full\nforce and effect, (b) Tenant has paid the fixed rent and additional rent for\nsuch period, (c) no Event of Default then exists, (d) no Event of Default\noccurred during the one (1) year period ending on the date that Tenant makes\nsuch request, and (e) the amount of security then being held by Landlord under\nthis Article is at least $6,000,000.00, Landlord shall either return to Tenant\nfrom the security deposit being held by Landlord under this Article the\ndifference between the amount of the security deposit being so held by Landlord\nand $5,000,000.00, or, if such security is in the form of a Letter of Credit,\nLandlord shall consent in writing to, and, at no cost to Landlord, (A) accept\nfrom the Issuing Bank, an amendment to the Letter of Credit which reduces the\namount thereof to $5,000,000.00 but which does not otherwise amend or modify\nsame, and (B) if requested by the Issuing Bank, execute and deliver to the\nIssuing Bank such instruments required by the Issuing Bank to effectuate such\nreduction; or accept from the Issuing Bank a replacement Letter of Credit in the\namount of $5,000,000.00, but which is otherwise substantially identical to the\nLetter of Credit then on deposit with Landlord, Landlord agreeing that upon its\nreceipt of said replacement Letter of Credit it shall return the Letter of\nCredit then on deposit with Landlord to Tenant or to the Issuing Bank.\n\n      6.08  Tenant may, at any time after the five (5) year period commencing\non the Rent Commencement Date, request Landlord to reduce further the amount of\nthe security deposit being held by Landlord under this Article to $4,000,000.00,\nin which event, provided that at the time of such request (a) this lease is in\nfull force and effect, (b) Tenant has paid the fixed rent and additional rent\nfor such period, (c) no Event of Default then exists, (d) no Event of Default\noccurred during the one (1) year period ending on the date that Tenant makes\nsuch request, and (e) the amount of security then being held by Landlord under\nthis Article is at least $5,000,000.00, Landlord shall either return to Tenant\nfrom the security deposit being held by Landlord under this Article the\ndifference between the amount of the security deposit being so \n\n\n                                       38\n\n\nheld by Landlord and $4,000,000.00, or, if such security is in the form of a\nLetter of Credit, Landlord shall consent in writing to, and, at no cost to\nLandlord, (A) accept from the Issuing Bank, an amendment to the Letter of Credit\nwhich reduces the amount thereof to $4,000,000.00 but which does not otherwise\namend or modify same, and (B) if requested by the Issuing Bank, execute and\ndeliver to the Issuing Bank such instruments required by the Issuing Bank to\neffectuate such reduction; or accept from the Issuing Bank a replacement Letter\nof Credit in the amount of $4,000,000.00, but which is otherwise substantially\nidentical to the Letter of Credit then on deposit with Landlord, Landlord\nagreeing that upon its receipt of said replacement Letter of Credit it shall\nreturn the Letter of Credit then on deposit with Landlord to Tenant or to the\nIssuing Bank.\n\n      6.09  Tenant may, at any time after the six (6) year period commencing on\nthe Rent Commencement Date, request Landlord to reduce further the amount of the\nsecurity deposit being held by Landlord under this Article to $3,000,000.00, in\nwhich event, provided that at the time of such request (a) this lease is in full\nforce and effect, (b) Tenant has paid the fixed rent and additional rent for\nsuch period, (c) no Event of Default then exists, (d) no Event of Default\noccurred during the one (1) year period ending on the date that Tenant makes\nsuch request, and (e) the amount of security then being held by Landlord under\nthis Article is at least $4,000,000.00, Landlord shall either return to Tenant\nfrom the security deposit being held by Landlord under this Article the\ndifference between the amount of the security deposit being so held by Landlord\nand $3,000,000.00, or, if such security is in the form of a Letter of Credit,\nLandlord shall consent in writing to, and, at no cost to Landlord, (A) accept\nfrom the Issuing Bank, an amendment to the Letter of Credit which reduces the\namount thereof to $3,000,000.00 but which does not otherwise amend or modify\nsame, and (B) if requested by the Issuing Bank, execute and deliver to the\nIssuing Bank such instruments required by the Issuing Bank to effectuate such\nreduction; or accept from the Issuing Bank a replacement Letter of Credit in the\namount of $3,000,000.00, but which is otherwise substantially identical to the\nLetter of Credit then on deposit with Landlord, Landlord agreeing that upon its\nreceipt of said replacement Letter of Credit it shall return the Letter of\nCredit then on deposit with Landlord to Tenant or to the Issuing Bank.\n\n      6.10  Tenant may, at any time after the seven (7) year period commencing\non the Rent Commencement Date, request Landlord to reduce further the amount of\nthe security deposit being held by Landlord under this Article to $2,000,000.00,\nin which event, provided that at the time of such request (a) this lease is in\nfull force and effect, (b) Tenant has paid the fixed rent and additional rent\nfor such period, (c) no Event of Default then exists, (d) no Event of Default\noccurred during the one (1) year period ending on the date that Tenant makes\nsuch request, and (e) the amount of security then being held by Landlord under\nthis Article is at least $3,000,000.00, Landlord shall either return to Tenant\nfrom the security deposit being held by Landlord under this Article the\ndifference between the amount of the security deposit being so held by Landlord\nand $2,000,000.00, or, if such security is in the form of a Letter of Credit,\nLandlord shall consent in writing to, and, at no cost to Landlord, (A) accept\nfrom the Issuing Bank, an amendment to the Letter of Credit which reduces the\namount thereof to $2,000,000.00 but which does not otherwise amend or modify\nsame, and (B) if requested by the Issuing Bank, execute and deliver to the\nIssuing Bank such instruments required by the Issuing Bank to effectuate such\nreduction; or accept from the Issuing Bank a replacement Letter of Credit in the\n\n\n                                       39\n\n\namount of $2,000,000.00, but which is otherwise substantially identical to the\nLetter of Credit then on deposit with Landlord, Landlord agreeing that upon its\nreceipt of said replacement Letter of Credit it shall return the Letter of\nCredit then on deposit with Landlord to Tenant or to the Issuing Bank.\n\n      6.11  Tenant's  federal employer  identification  number is: 13-4034015.\n\n                           ARTICLE 7 7\n         SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES\n\n      7.01  This lease, and all rights of Tenant hereunder, are and shall be\nsubject and subordinate in all respects to all ground leases, overriding leases\nand underlying leases of the Land and\/or the Building now or hereafter existing\nand to all mortgages which may now or hereafter affect the Land and\/or the\nBuilding and\/or any of such leases, whether or not such mortgages shall also\ncover other lands and\/or buildings, to each and every advance made or hereafter\nto be made under such mortgages, and to all renewals, modifications,\nreplacements and extensions of such leases and such mortgages and spreaders and\nconsolidations of such mortgages. This Section shall be self-operative and no\nfurther instrument of subordination shall be required. In confirmation of such\nsubordination, Tenant shall promptly execute and deliver any instrument that\nLandlord, the lessor of any such lease or the holder of any such mortgage or any\nof their respective successors in interest may reasonably request to evidence\nsuch subordination. In the event Tenant fails to execute and deliver to Landlord\nsuch instrument within fifteen (15) days of request therefor, Landlord may, but\nshall not be obligated to, execute such instrument for and on behalf of Tenant\nas its attorneys-in-fact. In acknowledgment thereof, Tenant hereby appoints\nLandlord as its irrevocable attorney-in-fact coupled with an interest solely to\nexecute and deliver any instruments required to carry out the intent of this\nSection 7.01 on behalf of Tenant. The leases to which this lease is, at the time\nreferred to, subject and subordinate pursuant to this Article are hereinafter\nsometimes referred to as \"SUPERIOR LEASES\" and the mortgages to which this lease\nis, at the time referred to, subject and subordinate are hereinafter sometimes\nreferred to as \"SUPERIOR MORTGAGES\" and the lessor of a superior lease or its\nsuccessor in interest at the time referred to is sometimes hereinafter referred\nto as a \"LESSOR\".\n\n     7.02   In the event of any act or omission of Landlord that would give\nTenant the right, immediately or after lapse of a period of time, to cancel or\nterminate this lease, or to claim a partial or total eviction, or entitle Tenant\nto any abatement or offset against the payment of rent, Tenant shall not\nexercise such right (i) until it has given written notice of such act or\nomission or the accrual of such claim or right, to the holder of each superior\nmortgage and the lessor of each superior lease whose name and address shall\npreviously have been furnished to Tenant, and (ii) unless such act or omission\nshall be one which is not capable of being remedied by Landlord or such mortgage\nholder or lessor within a reasonable period of time, until a reasonable period\nfor remedying such act or omission shall have elapsed following the giving of\nsuch notice and following the time when such holder or lessor shall have become\nentitled under such superior mortgage or superior lease, as the case may be, to\nremedy the same (which reasonable period shall in no event be less than the\nperiod to which Landlord would be entitled under this lease or otherwise, after\nsimilar notice, to effect such remedy, but no more than sixty (60) days after\nthe date such holder or lessor receives such notice (except to the extent is\nentitled under this lease or \n\n\n                                       40\n\n\notherwise to more than sixty (60) days)), provided such holder or lessor shall\nwith due diligence give Tenant written notice of intention to, and commence and\ncontinue to remedy such act or omission.\n\n      7.03  If the lessor of a superior lease or the holder of a superior\nmortgage shall succeed to the rights of Landlord under this lease, whether\nthrough possession or foreclosure action or delivery of a new lease or deed, or\nif a superior lease shall terminate or be terminated for any reason, then, at\nthe election and upon demand of the party so succeeding to Landlord's rights, as\nthe successor owner of the property of which the Demised Premises is a part, or\nas the mortgagee in possession thereof, or otherwise (such party, owner or\nmortgagee being herein sometimes called the \"SUCCESSOR LANDLORD\"), Tenant shall\nattorn to and recognize such successor landlord as Tenant's landlord under this\nlease, and shall promptly execute and deliver any instrument that such successor\nlandlord may reasonably request to evidence such attornment. Upon such\nattornment, this lease shall continue in full force and effect as, or as if it\nwere, a direct lease between the successor landlord and Tenant, upon all of the\nexecutory terms, conditions and covenants as are set forth in this lease and\nshall be applicable after such attornment, except that the successor landlord\nshall not be\n\n            (a)   liable for any previous act or omission of Landlord (or its\npredecessor in interest) under this lease, except for defaults of the Landlord\nunder this lease that are continuing after the successor landlord becomes the\nLandlord under this lease;\n\n            (b)   subject to any credits, offsets, claims, counterclaims, \ndemands or defenses which Tenant may have against Landlord (or its predecessors\nin interest), except for offsets and defenses that are expressly set forth in\nthis lease;\n\n            (c)   (except that to the extent the lessor of a superior lease or\nholder of a superior mortgage (before becoming a successor landlord) otherwise\nexpressly agreed in writing, either in such superior lease or superior mortgage,\nor in a subordination, non-disturbance and attornment agreement with Tenant)\nbound by any previous modification of this lease or by any previous prepayment\nof more than one month's fixed rent, unless such modification or prepayment\nshall have been expressly approved in writing by the lessor of the superior\nlease or the holder of the superior mortgage through or by reason of which the\nsuccessor landlord shall have succeeded to the rights of Landlord under this\nlease;\n\n            (d)   bound by any covenant to undertake or complete any \nconstruction of the Demised Premises or any portion thereof or pay for or\nreimburse Tenant for any costs incurred in connection with such construction,\nexcept for Landlord's Work and Post-Commencement Landlord's Work;\n\n            (e)   required to account for any security deposit of Tenant other\nthan any security deposit actually delivered to the successor landlord by\nLandlord;\n\n            (f)  liable for the obligations of Landlord under this lease for\nany period of time other than such period as such successor landlord holds such\ninterest;\n\n\n                                       41\n\n\n            (g)   responsible for any monies owing by Landlord to the credit of\nTenant; and\n\n            (h)   bound by any obligation to make any payment to Tenant or grant\nor be subject to any credits. The foregoing provisions shall inure to the\nbenefit of any successor landlord, shall apply to the tenancy of Tenant\nnotwithstanding that this lease may terminate upon the termination of the\nsuperior lease, and shall be self-operative upon any such demand, without\nrequiring any further instrument to give effect to said provisions. Tenant,\nhowever, upon demand of any successor landlord, agrees to execute, from time to\ntime, an instrument in confirmation of the foregoing provisions, satisfactory to\nsuch successor landlord, in which Tenant shall acknowledge such attornment.\nNothing contained in this Section 7.03 shall be construed to impair any right,\nprivilege or option of any successor landlord (except as may otherwise be\nexpressly set forth in this Section 7.03) or, except as otherwise provided in\nthis lease, to impair any right, privilege or option of Tenant.\n\n      7.04  If, in connection with obtaining financing or refinancing for the\nBuilding, or Landlord's estate and interest therein, a lender shall request\nreasonable modifications to this lease as a condition to such financing or\nrefinancing, Tenant will not withhold, delay or defer its consent thereto,\nprovided that such modifications do not increase the obligations of Tenant\nhereunder (except, perhaps, to the extent that Tenant may be required to give\nnotices of any defaults by Landlord to such lender) or adversely affect Tenant's\nrights or remedies under this lease or the leasehold interest hereby created.\n\n      7.05  (a) Notwithstanding anything contained in this Article to the\ncontrary, but provided that the Tenant named herein (or a Related Entity (as\ndefined in Section 9.11 below) of the Tenant named herein) or a successor to the\nTenant named herein (or to a Related Entity of the Tenant named herein) after a\nStock Transfer (as defined in said Section 9.11) is the then Tenant hereunder,\nand such Tenant then occupies for its own account at least 57,000 rentable\nsquare feet of the Demised Premises, Landlord shall obtain and deliver to Tenant\na Subordination, Non-Disturbance and Attornment Agreement (hereinafter referred\nto as an \"SNDA\") for the benefit of Tenant from the holder of the superior\nmortgage now in effect and from the holder of each new superior mortgage that\nbecomes effective after the date hereof and from the lessor under each superior\nlease that becomes effective after the date hereof, which SNDA shall be in\nrecordable form and content then utilized by such holder or lessor and, with\nrespect to each new superior mortgage that becomes effective after the date\nhereof and from the lessor under each superior lease that becomes effective\nafter the date hereof, shall be comparable to the SNDA obtained from the holder\nof the superior mortgage now in effect, and which shall provide, in substance,\nthat as long as Tenant is not in default in the payment of fixed rent or\nadditional rent or any other term, covenant or condition of this lease, beyond\nany applicable notice and cure period and provided Tenant attorns to such holder\nor lessor, as the case may be, under the terms and provisions of this lease, (a)\nits rights as Tenant hereunder shall not be affected or terminated, (b) its\npossession of the Demised Premises shall not be disturbed, and (c) no action or\nproceeding shall be commenced to remove or evict Tenant. (Notwithstanding the\nforegoing, such occupancy requirement of 57,000 rentable square feet shall not\napply to the holder of the Superior Mortgage now in effect, and thereafter,\nuntil the Demised Premises comprises 57,000 rentable square feet \n\n\n                                       43\n\n\n(or more), such 57,000 rentable square foot requirement shall be reduced to the\nactual number of rentable square feet of the Demised Premises.) Until such time\nas Landlord obtains and delivers to Tenant an SNDA from a holder of a superior\nmortgage or from the lessor under a superior lease, this lease shall not be\nsubject or subordinate to the superior mortgage or superior lease in question.\nNotwithstanding anything contained in this Section 7.05 to the contrary, to the\nextent that the failure or inability of Landlord to deliver to Tenant an SNDA\nfrom such holder or lessor results in this lease not being subject and\nsubordinate to such superior mortgage or superior lease, Landlord shall not be\nobligated to obtain and deliver to Tenant an SNDA from such holder or lessor. In\naddition, if Tenant fails to execute, acknowledge or deliver to Landlord or to\nsuch holder or lessor such an SNDA within thirty (30) days after Landlord's\ndelivery of same to Tenant, whether or not such holder or lessor has already\nexecuted same, this lease shall be subordinate to such superior mortgage or\nsuperior lease, as the case may be, as set forth in Sections 7.01, 7.02 and 7.03\nabove, and Landlord shall be deemed to have fulfilled all of its obligations\nunder this Section with respect to obtaining an SNDA from such holder or lessor,\nas the case may be.\n\n            (b) As between Tenant and the holder of any superior mortgage and\/or\nthe lessor under any superior lease with whom Tenant has entered into an SNDA,\nif any of the provisions of this Article 7 are inconsistent with the provisions\nof such SNDA, the provisions of such SNDA shall govern.\n\n                                    ARTICLE 8\n                                 QUIET ENJOYMENT\n\n      8.01  So long as no Event of Default exists, Tenant shall peaceably and\nquietly have, hold and enjoy the Demised Premises subject, nevertheless, to the\nobligations, terms, covenants and conditions of this lease and, as provided in\nArticle 7, to the superior leases and the superior mortgages.\n\n\n                                    ARTICLE 9\n                            ASSIGNMENT AND SUBLETTING\n\n      9.01  (a) Tenant, for itself, its heirs, distributees, executors,\nadministrators, legal representatives, successors and assigns, expressly\ncovenants that it shall not assign, mortgage, or encumber this lease or any of\nits rights or estates hereunder, sublet the Demised Premises or any part\nthereof, or suffer, or permit, the Demised Premises, or any part thereof, to be\nused or occupied by others, without the prior written consent of Landlord in\neach instance. If this lease be assigned, or if the Demised Premises or any part\nthereof be sublet or occupied by anybody other than Tenant, Landlord may, after\ndefault by Tenant, collect rent from the assignee, subtenant, or occupant, and\napply the net amount collected to the rent herein reserved, but no assignment,\nsubletting, occupancy, or collection shall be deemed a waiver of the provisions\nhereof, the acceptance of the assignee, subtenant, or occupant as tenant, or a\nrelease of Tenant from the further performance by Tenant of covenants on the\npart of Tenant herein contained. Landlord's consent to an assignment or\nsubletting shall not, in any wise, be construed to relieve Tenant from obtaining\nLandlord's express written consent to any further assignment or subletting. In\nno event shall any permitted sublessee assign or encumber its sublease, further\nsublet all or \n\n\n                                       44\n\n\nany portion of its sublet space, or otherwise suffer or permit the sublet space,\nor any part thereof, to be used or occupied by others, without Landlord's prior\nwritten consent in each instance.\n\n            (b) As used in this Article, except in the definition of the term\n\"RELATED ENTITY,\" the word \"CONTROL,\" (including the derivations of the word\n\"CONTROL,\" such as \"CONTROLLING\" \"CONTROLLED BY\" or \"UNDER COMMON CONTROL WITH\"\nor words of like import) shall mean: (i) ownership of more than 50% of the\noutstanding voting capital stock of a corporation or more than 50% of the\nbeneficial interests of any other entity OR (ii) the ability effectively to\ncontrol or direct the business decisions of such corporation or entity. The term\n\"RELATED ENTITY\" shall mean an entity which controls, is controlled by or is\nunder common control with Tenant, which for purposes hereof shall mean (x)\nownership by Tenant of more than 50% of the outstanding voting capital stock of\na corporation or more than 50% of the beneficial interests of any other entity\nAND (y) the ability to effectively control or direct the business decisions of\nsuch corporation or entity\n\n      9.02  (a) If Tenant shall, at any time or times during the term of this\nlease, desire to assign this lease or sublet all or part of the Demised\nPremises, Tenant shall give notice thereof to Landlord, which notice (the \"A\/S\nNOTICE\") shall be accompanied by: (a) a conformed or photostatic copy of the\nproposed assignment or sublease, the effective or commencement date of which\nshall be not less than thirty (30) nor more than 180 days (other than for any\nproposed Excepted Subletting (as hereinafter provided) for which such 180 days\nshall be extended to 270 days) after the giving of such notice; (b) a statement\nsetting forth, in reasonable detail, the identity of the proposed assignee or\nsubtenant, the nature of its business and its proposed use of the Demised\nPremises; and (c) current financial information with respect to the proposed\nassignee or subtenant, including its most recent financial report. In the case\nof a proposed assignment, the entire Demised Premises shall be referred to as\nthe \"LEASEBACK SPACE,\" and in the case of a proposed subletting, the portion of\nthe Demised Premises that Tenant desires to sublet shall be referred to as the\n\"LEASEBACK SPACE.\" IN LIEU of the conformed or photostatic copy of the proposed\nsublease described in clause (a) hereof, the A\/S Notice may be accompanied by a\nterm sheet or letter of intent (the \"SUBLEASE TERM SHEET\"), duly executed by\nboth Tenant and the proposed subtenant, which sets forth (A) the commencement\ndate and the expiration date of the proposed subletting, (B) the annual rental\npayable during the term of the proposed subletting, (C) all material items of\nadditional rent payable under, or with respect to, the proposed sublease,\nincluding, without limitation, any additional rent related to increases in real\nestate taxes or operating expenses for the Building, increases in any price\nindex or wage or labor rate, and any sprinkler or water charges, (D) the amount\nand form of any security to be deposited by the proposed subtenant, (E) the\ndollar amount of any work which Tenant is willing to perform or pay for in the\nLeaseback Space, (F) any concession or free rent period applicable to the\nproposed subletting, (G) all other material terms and conditions of the proposed\nsubletting, and (H) if the Leaseback Space is not the entire Demised Premises,\nthe rentable area of the Leaseback Space and a floor plan thereof. Except for an\n\"Excepted Subletting\" (as hereinafter defined) each A\/S Notice given to Landlord\nshall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord's\ndesignee) may, at its option (hereinafter referred to as \"LANDLORD'S OPTION\"),\n(i) sublease the Leaseback Space from Tenant upon the terms and conditions\nhereinafter set forth (if the proposed transaction is a sublease of all or part\nof the \n\n\n                                       45\n\n\nDemised Premises and the proposed subletting is not for all (or substantially\nall) of the balance of the term of this lease), (ii) terminate this lease (if\nthe proposed transaction is an assignment or a sublease of all or substantially\nall of the Demised Premises for a term expiring within the last fifteen (15%) of\nthe then balance of the term of this lease), or (iii) terminate this lease with\nrespect to the Leaseback Space (if the proposed transaction is a sublease of\npart of the Demised Premises for a term expiring within the last fifteen (15%)\nof the then balance of the term of this lease). Landlord's Option may be\nexercised by Landlord by notice to Tenant at any time during the twenty (20) day\nperiod (the \"A\/S REVIEW PERIOD\") commencing on the date (the \"A\/S NOTICE DATE\")\nthat Landlord has received the A\/S Notice and all of the documentation and\ninformation described in this Section 9.02; and through the last day of the A\/S\nReview Period Tenant shall not assign this lease nor sublet such space to any\nperson.\n\n            (b) In the event that Landlord exercises its Landlord's Option in\naccordance with the provisions of Section 9.02(a) above and within twelve (12)\nmonths thereof, Landlord re-leases (herein, the \"SUCCEEDING LEASE\") the\nLeaseback Space or any portion thereof (the \"RELET SPACE\"), to any other person,\nparty or entity (herein, the \"SUCCEEDING TENANT\"), then Landlord agrees to pay\nto Tenant the \"SHARED EXCESS\" (as such term is hereinafter defined), if any,\nwith respect to the ReLet Space, subject to and in accordance with the\nprovisions hereinafter contained. As used herein, the \"SHARED EXCESS\" shall mean\nfifty (50%) percent of the amount by which (1) the fixed rent and additional\nrent payable and actually paid by the Succeeding Tenant pursuant to the\nSucceeding Lease for the ReLet Space for the portion of the term thereof\ncorresponding to the remainder of the term of this lease exceeds (2) the fixed\nrent and additional rent payable by Tenant as set forth in this lease for the\ncorresponding part of the term with respect to the ReLet Space (the difference\nbetween (1) and (2) being herein called the \"OVERAGE\"), after (3) Landlord has\nrecovered Landlord's reasonable and customary expenses, including without\nlimitation, for brokerage commissions, advertising expenses, attorneys' fees and\nconstruction and design allowances, payments on account of work and\/or\ncontributions to prepare the ReLet Space for the Succeeding Tenant's occupancy\n(including the costs incurred by Landlord in physically separating the ReLet\nSpace from the balance of the Demised Premises), as well as Landlord's lost\nincome in rent concessions or due to vacancy, all of which shall be charged\nagainst the first Overage actually received by Landlord until fully recovered.\nThe Shared Excess for the ReLet Space shall continue to be paid for so long as\nthe Overage is being received by Landlord, provided, however, that no Shared\nExcess shall be required to be paid and no Overage shall apply at any time after\nthe term of this lease would have expired pursuant to its own terms. Any payment\nto be made by Landlord to Tenant pursuant to this Section shall be payable\nsolely out of the Shared Excess, if any, if, as and when actually received by\nLandlord to the extent attributable to the ReLet Space and to a portion of the\nterm of the Succeeding Lease corresponding to what would have been otherwise\nunexpired term of this lease and shall be subject to the condition that there\nshall not have been any uncured default by Tenant in observing or performing any\nof the terms, covenants and conditions of this lease. If at the time Landlord\nwould otherwise be obligated to make a payment under this Section, but for the\nfact that at such time Tenant is in breach or default of any of the terms,\ncovenants and conditions of this lease on Tenant's part to observe, perform or\ncomply with, Landlord shall become obligated to make such payment when such\nbreach or default is cured, provided Landlord accepts such cure and does not\n\n\n                                       46\n\n\nterminate this lease as a result of such default, and provided further the other\nconditions to Landlord's obligation to make such payment remain satisfied.\n\n      9.03  (a)   If Landlord exercises Landlord's Option to terminate this \nlease in the case where Tenant desires either to assign this lease or sublet all\nor substantially all of the Demised Premises, then, this lease shall end and\nexpire on the date that such assignment or sublet was to be effective or\ncommence, as the case may be, and the fixed rent and additional rent shall be\npaid and apportioned to such date.\n\n            (b)   If Landlord exercises Landlord's Option to terminate this \nlease in part in any case where Tenant desires to sublet part of the Demised\nPremises, then, (i) this lease shall end and expire with respect to such part of\nthe Demised Premises on the date that the proposed sublease was to commence; and\n(ii) from and after such date the fixed rent and Tenant's Proportionate Share\nshall be adjusted, based upon the proportion that the rentable area of the\nDemised Premises remaining bears to the total rentable area of the Demised\nPremises.\n\n      9.04  (a)   If Landlord exercises Landlord's Option to sublet the \nLeaseback Space, such sublease to Landlord or its designee (as subtenant) shall\nbe at the lower of (i) the rental rate per rentable square foot of fixed rent\nand additional rent then payable pursuant to this lease and (ii) the rentals set\nforth in the proposed sublease or in the Sublease Term Sheet, as the case may\nbe, and shall be for the same term as that of the proposed subletting, and such\nsublease shall:\n\n                  (v) be expressly subject to all of the covenants, agreements,\nterms, provisions and conditions of this lease except such as are irrelevant or\ninapplicable, and except as otherwise expressly set forth to the contrary in\nthis Section;\n\n                  (w) be upon the same terms and conditions as those contained\nin the proposed sublease, or in the Sublease Term Sheet, as the case may be,\nexcept such as are irrelevant or inapplicable and except as otherwise expressly\nset forth to the contrary in this Section;\n\n                  (x) give the sublessee the unqualified and unrestricted right,\nwithout Tenant's permission, to assign such sublease or any interest therein\nand\/or to sublet the Leaseback Space or any part or parts of the Leaseback Space\nand to make any and all changes, alterations, decoration, installations, and\nimprovements in the space covered by such sublease (Landlord hereby agreeing\nthat Tenant shall not be obligated to remove or restore any such changes,\nalterations, decorations, installations or improvements) and if the proposed\nsublease will result in all or substantially all of the Demised Premises being\nsublet, grant Landlord or its designee the option to extend the term of such\nsublease for the balance of the term of this lease less one (1) day;\n\n                  (y) provide that any assignee or further subtenant, of\nLandlord or its designee, may, at the election of Landlord, be permitted to make\nchanges, alterations, decorations, installations and improvements in the\nLeaseback Space or any part thereof and shall also provide in substance that any\nsuch changes, alterations, decorations, installations and improvements in the\nLeaseback Space therein made by any assignee or subtenant of Landlord or \n\n\n                                       46\n\n\nits designee may be removed, in whole or in part, by such assignee or subtenant,\nat its option, prior to or upon the expiration or other termination of such\nsublease provided that such assignee or subtenant, at its expense, shall repair\nany damage and injury to that portion of the Leaseback Space so sublet caused by\nsuch removal (Landlord hereby agreeing that Tenant shall not be obligated to\nremove or restore any such changes, alterations, decorations, installations or\nimprovements); and\n\n                  (z) also provide that (A) the parties to such sublease\nexpressly negate any intention that any estate created under such sublease be\nmerged with any other estate held by either of said parties, (B) any assignment\nor subletting by Landlord or its designee (as the subtenant) may be for any\npurpose or purposes that Landlord, in Landlord's uncontrolled discretion, shall\ndeem suitable or appropriate, (C) Tenant, at Tenant's expense, shall and will at\nall times provide and permit reasonably appropriate means of ingress to and\negress from the Leaseback Space so sublet by Tenant to Landlord or its designee,\nand (D) that at the expiration of the term of such sublease, Tenant will accept\nthe space covered by such sublease in its then existing condition, subject to\nthe obligations of the sublessee to make such repairs thereto as may be\nnecessary to preserve the premises demised by such sublease in good order and\ncondition.\n\n            (b) If Landlord exercises Landlord's Option to sublet the Leaseback\nSpace, then:\n\n                  (i) Landlord shall indemnify and save Tenant harmless from all\nobligations under this lease as to the Leaseback Space during the period of time\nit is so sublet to Landlord;\n\n                  (ii) Performance by Landlord, or its designee, under a\nsublease of the Leaseback Space shall be deemed performance by Tenant of any\nsimilar obligation under this lease and any default under any such sublease\nshall not give rise to a default under a similar obligation contained in this\nlease, nor shall Tenant be liable for any default under this lease or deemed to\nbe in default hereunder if such default is occasioned by or arises from any act\nor omission of the tenant under such sublease or is occasioned by or arises from\nany act or omission of any occupant holding under or pursuant to any such\nsublease; and\n\n                  (iii) Tenant shall have no obligation, at the expiration or\nearlier termination of the term of this lease, to remove any alteration,\ninstallation or improvement made in the Leaseback Space by Landlord (or its\ndesignee).\n\n      9.05  In the event that Tenant complies with the provisions of Section\n9.02 and Landlord does not exercise any Landlord's Option within the A\/S Review\nPeriod, and provided that no Event of Default then exists, Landlord's consent\n(which must be in writing and in form reasonably satisfactory to Landlord) to\nthe proposed assignment or sublease shall not be unreasonably withheld,\nconditioned or delayed, provided and upon the condition that:\n\n            (a)   In Landlord's reasonable judgment the proposed assignee or\nsubtenant is engaged in a business and the Demised Premises, or the relevant\npart thereof, will be used in a manner which (i) is in keeping with the then\nstandards of the Building, (ii) is limited to the use \n\n\n                                       47\n\n\n\nexpressly permitted under this lease, and (iii) will not violate any negative\ncovenant as to use contained in any other lease of space in the Building,\nLandlord agreeing to advise Tenant of any such negative covenants promptly upon\nrequest;\n\n            (b)   the proposed assignee or subtenant is a reputable person of \ngood character and with sufficient financial worth considering the\nresponsibility involved, and Landlord has been furnished with reasonable proof\nthereof;\n\n            (c)   if, on the date that Landlord receives the A\/S Notice, \nLandlord, in Landlord's reasonable determination, has available for leasing, or\nexpects to have available for leasing during the six (6) month period commencing\non such date, space in the Building that is comparable in size to the Demised\nPremises (in the case of a proposed assignment by Tenant) or comparable in size\nto the portion of the Demised Premises that Tenant desires to sublet (in the\ncase of a proposed subletting by Tenant), neither (i) the proposed assignee or\nsublessee nor (ii) any person that, directly or indirectly, controls, is\ncontrolled by, or is under common control with, the proposed assignee or\nsublessee or any person who controls the proposed assignee or sublessee, is then\nan occupant or tenant of any part of the Building;\n\n            (d)   if, on the date that Landlord receives the A\/S Notice, \nLandlord, in Landlord's reasonable determination, has available for leasing, or\nexpects to have available for leasing during the six (6) month period commencing\non such date, space in the Building that is comparable in size to the Demised\nPremises (in the case of a proposed assignment by Tenant) or comparable in size\nto the portion of the Demised Premises that Tenant desires to sublet (in the\ncase of a proposed subletting by Tenant), the proposed assignee or sublessee is\nnot a person with whom Landlord is then, or shall have been during the previous\nsix (6) month period, negotiating to lease space in the Building;\n\n            (e)   the proposed assignment agreement or sublease agreement, as \nthe case may be, shall be in form reasonably satisfactory to Landlord and shall\ncomply with the applicable provisions of this Article;\n\n            (f)   at no time on any floor of the Demised Premises shall there be\noff of the elevator lobby to the rentable space on such floor, more than three\n(3) other separate entrances to the rentable space on such floor (other than the\nspace occupied by the then Tenant and any Related Entity of the then Tenant);\n\n            (g)   the rental and other terms and conditions of the assignment or\nsublease are in all material respects the same as those contained in the\nproposed assignment or sublease furnished to Landlord pursuant to Section 9.02\nor in the Sublease Term Sheet, as the case may be;\n\n            (h)   Tenant shall not have: (i) advertised or publicized to the\npublic in any way the availability of the Demised Premises without prior notice\nto, and approval by, Landlord, which approval shall not be unreasonably withheld\nor delayed, nor shall any advertisement state the name (as distinguished from\nthe address) of the Building or the proposed rental, or (ii) listed\n\n\n                                       48\n\n\n\n\nthe Demised Premises for subletting or assignment at a rental rate less than the\nfixed rent and additional rent at which Landlord is then offering to lease other\nspace in the Building;\n\n            (i)   the sublease shall not allow the use of the Demised Premises \nor any part thereof for any purpose that is not expressly permitted under this\nlease, subject to all of the terms, covenants, conditions, prohibitions,\nrestrictions and limitations set forth in this lease;\n\n            (j)   the proposed assignee or sublessee is not a person entitled,\ndirectly or indirectly, to diplomatic or sovereign immunity or is not subject to\nservice of process in New York State or to the jurisdiction of the State and\nFederal Courts located in New York State; and\n\n            (k)   the sublease shall not provide for an option on behalf of the\nsubtenant thereunder to extend or renew the term of such sublease beyond the\ndate which is one (1) day prior to the last day of the term of this lease or the\nExtension Term (if any).\n\nIf within seventeen (17) days after the A\/S Notice Date, Landlord fails to\nrespond to Tenant's request for Landlord's consent to the proposed assignment or\nsubletting (whether by granting or denying such consent or by requesting any of\nthe additional information or documentation to which Landlord is entitled under\nthis Article 9), Tenant may give to Landlord a second (2nd) notice notifying\nLandlord that if within three (3) days after Landlord's receipt of such second\n(2nd) notice Landlord fails to respond to Tenant's request for such consent,\nsuch failure shall be deemed the granting of such consent. Thereafter, if\nLandlord fails to respond to Tenant's request for such consent within such three\n(3) day period, such consent shall be deemed given, but only to the proposed\nassignment or subletting in question.\n\n      9.06  (a) Tenant shall reimburse Landlord within fifteen (15) days after\nLandlord's demand, and as additional rent, for all reasonable and actual\nout-of-pocket costs and expenses that may be incurred or paid by Landlord in\nconnection with all proposed assignments and sublettings, including, without\nlimitation, the costs of making investigations as to the acceptability of the\nproposed assignee or subtenant, and legal costs incurred in connection with the\nreviewing of the proposed assignment or subletting and all of the documents and\nother information related thereto (which costs and expenses Tenant covenants and\nagrees to reimburse to Landlord regardless of whether Landlord consents to the\nproposed assignment or sublease or whether such consent is required hereunder).\n\n            (b) In the event that (i) Landlord fails to exercise any Landlord's\nOption and consents to a proposed assignment or sublease and (ii) Tenant fails\nto execute and deliver the assignment or sublease to which Landlord consented\nwithin 120 days after the giving of such consent, then Tenant shall again comply\nwith all of the provisions and conditions of Section 9.02, before assigning this\nlease or subletting all or part of the Demised Premises.\n\n      9.07  Except for any subletting by Tenant to Landlord or its designee\npursuant to the provisions of this Article, each subletting pursuant to this\nArticle shall be subject to all of the covenants, agreements, terms, provisions\nand conditions contained in this lease. Notwithstanding any subletting and\/or\nacceptance of rent or additional rent by Landlord from any subtenant, Tenant,\nexcept as otherwise expressly provided in Section 9.04 above, shall and will\n\n\n                                       49\n\n\n\nremain fully liable for the payment of the fixed rent and additional rent due,\nand to become due, hereunder, for the performance of all of the covenants,\nagreements, terms, provisions and conditions contained in this lease on the part\nof Tenant to be performed and for all acts and omissions of any licensee,\nsubtenant, or any other person claiming under or through any subtenant that\nshall be in violation of any of the obligations of this lease, and any such\nviolation shall be deemed to be a violation by Tenant. Tenant further agrees\nthat, notwithstanding any such subletting, no other and further subletting of\nthe Demised Premises by Tenant, or any person claiming through or under Tenant\n(except as provided in Section 9.04), shall, or will, be made, except upon\ncompliance with, and subject to, the provisions of this Article. If Landlord\nshall decline to give its consent to any proposed assignment or sublease, or if\nLandlord shall exercise any of its options under Section 9.02, Tenant shall\nindemnify, defend and hold Landlord harmless from and against any and all\nlosses, liabilities, damages, costs and expenses (including reasonable counsel\nfees) resulting from any claims that may be made against Landlord by the\nproposed assignee or subtenant or by any brokers or other persons claiming a\ncommission or similar compensation in connection with the proposed assignment or\nsublease.\n\n      9.08  With respect to each and every sublease or subletting, whether or\nnot consent is required under this Article, it is further agreed that:\n\n            (a)   no subletting shall be for a term ending later than one day\nprior to the expiration date of this lease;\n\n            (b)   no sublease shall be valid, and no subtenant shall take\npossession of the Demised Premises or any part thereof, until a true, complete,\nfully-executed counterpart of such sublease has been delivered to Landlord; and\n\n            (c)   each sublease shall provide that it is subject and subordinate\nto this lease and to the matters to which this lease is or shall be subordinate,\nand that, in the event of termination, re-entry, or dispossess by Landlord under\nthis lease, Landlord may, at its option, take over all of the right, title and\ninterest of Tenant as sublandlord under such sublease, and such subtenant shall,\nat Landlord's option, attorn to Landlord pursuant to the then executory\nprovisions of such sublease, except that Landlord shall not (i) be liable for\nany previous act or omission of Tenant under such sublease, (ii) be subject to\nany offset, not expressly provided in such sublease, that theretofore accrued to\nsuch subtenant against Tenant or (iii) be bound by any previous modification of\nsuch sublease or by any previous prepayment of more than one month's fixed rent\nor any additional rent then due, in either case not approved by Landlord in\nwriting, which approval (in the case of a modification) shall not be\nunreasonably withheld, conditioned or delayed provided that all of the\napplicable terms and conditions with respect to a proposed subletting are\nsatisfied, as if such modification were a new sublease (e.g., if the proposed\nmodification did not involve the subletting of additional space then Landlord's\nOption would not apply thereto).\n\n      9.09  Any assignment or transfer, whether or not Landlord's consent is\nrequired under this Article, shall be made only if, and shall not be effective\nuntil, the assignee shall execute, acknowledge and deliver to Landlord an\nagreement, in form and substance satisfactory to Landlord, whereby the assignee\nshall assume all of the obligations of this lease on the part of \n\n\n                                       50\n\n\nTenant to be performed or observed and whereby the assignee shall agree that the\nprovisions contained in Section 9.01 shall, notwithstanding such assignment or\ntransfer, continue to be binding upon it in respect of all future assignments\nand transfers. The original named Tenant covenants that, notwithstanding any\nassignment or transfer, whether or not in violation of the provisions of this\nlease, and notwithstanding the acceptance of fixed rent and\/or additional rent\nby Landlord from an assignee, transferee, or any other party, the original named\nTenant shall remain fully liable for the payment of the fixed rent and\nadditional rent and for the other obligations of this lease on the part of\nTenant to be performed or observed.\n\n      9.10  If Landlord shall give its consent to any assignment of this lease \nor to any sublease, Tenant shall in consideration therefor, pay to Landlord, as\nadditional rent:\n\n            (a)  in the case of an assignment, an amount equal to 50% of all\nsums and other consideration (collectively, the \"ASSIGNMENT CONSIDERATION\")\npayable to Tenant by the assignee for or by reason of such assignment\n(including, but not limited to (x) sums payable for the sale of Tenant's\nfixtures, leasehold improvements, equipment, furniture, furnishings or other\npersonal property, less (y) in the case of a sale thereof, the then fair market\nvalue thereof) and less the expenses, to the extent reasonable (such expenses\nbeing hereinafter referred to as the \"ASSIGNMENT EXPENSES\") paid by Tenant for\nalteration costs (or contributions in lieu thereof), advertising, brokerage or\nconsulting fees or commissions and legal fees in connection with such\nassignment; and\n\n          (b) in the case of a sublease, an amount equal to 50% of all rents,\nadditional rents, charges and other consideration (collectively, the \"SUBLETTING\nCONSIDERATION\") payable under the sublease to, or on behalf of, Tenant by, or on\nbehalf of, the subtenant, to the extent such amounts, in the aggregate, exceed\nthe fixed rent and additional rent accruing during the term of the sublease in\nrespect of the subleased space (at the rate per square foot payable by Tenant\nhereunder) pursuant to the terms hereof (including, but not limited to (x) sums\npayable for the sale or rental of Tenant's fixtures, leasehold improvements,\nequipment, furniture or other personal property, less (y) in the case of the\nsale thereof, the then fair market value thereof, and in the case of the rental\nthereof, the amortization or depreciation deduction taken by Tenant on its\nfederal income tax return for such fixtures, leasehold improvements, equipment,\nfurniture, or other personal property that is attributable to the period that\nsame are so rented, Tenant hereby agreeing that in no event shall the difference\nbetween the amount described in clause (x) and the amount described in clause\n(y) be less than zero) and less the expenses, to the extent reasonable (such\nexpenses being hereinafter referred to as the \"SUBLETTING EXPENSES\") paid by\nTenant for alteration costs (or contributions in lieu thereof), advertising,\nbrokerage or consulting fees or commissions, the amount of any rent concessions\nor abatements and legal fees in connection with such subletting.\n\nThe sums payable under subsection 9.10(a) shall be paid prior to the effective\ndate of the assignment in question, such payment being a condition precedent to\nthe effectiveness of Landlord's consent to such assignment, and the sums payable\nunder subsection 9.10(b) shall be paid to Landlord as and when the Subletting\nConsideration is actually (and only to the extent) paid by the subtenant, as the\ncase may be. Together with Tenant's execution and delivery of such assignment or\nsublease, as the case may be, Tenant shall deliver to Landlord a statement of\nthe \n\n\n                                       51\n\n\n\nAssignment Consideration and the Assignment Expenses, or the Subletting\nConsideration and the Subletting Expenses, as the case may be, certified as\ntrue, complete and correct by an officer or principal of Tenant. In the event of\nany dispute with respect to the Assignment Consideration, the Assignment\nExpenses, the Subletting Consideration or the Subletting Expenses, such dispute\nshall be determined by arbitration in accordance with the provisions of Article\n34 hereof.\n\n      9.11  (a)   For the purpose of this Article, the following are \"PROHIBITED\nTRANSFERS\" to which Section 9.01 shall apply as if any of such Prohibited\nTransfers were an assignment of this lease: The issuance or transfer of\ninterests in Tenant or any guarantor of Tenant's obligations hereunder (a\n\"GUARANTOR\") (whether stock, partnership interests, interests in a limited\nliability company or otherwise) to a person or group of related persons, whether\nin a single transaction or a series of related or unrelated transactions, in\nsuch quantities that after such issuance or transfer, control of Tenant or such\nGuarantor (as it shall be constituted after giving effect to such issuance or\ntransfer of interests in Tenant or Guarantor, as the case may be), directly or\nindirectly, shall have changed, shall be deemed a Prohibited Transfer unless the\nconditions of subsection (b) below are met. Any person or legal representative\nof Tenant, to whom Tenant's interest under this lease passes by operation of\nlaw, or otherwise, shall be bound by the provisions of this Article.\n\n            (b) Notwithstanding the foregoing, if Tenant or a Guarantor is a\ncorporation listed and traded on a nationally recognized stock exchange or\nover-the-counter market, the transfer, sale or other disposition (including\nissuance) of the stock of such corporation shall not be deemed an assignment of\nthis lease or a Prohibited Transfer. In addition, (i) transfers of the stock of\nTenant (\"STOCK TRANSFERS\") to a corporation into which or with which Tenant is\nmerged or consolidated or (ii) an assignment (\"RELATED ENTITY ASSIGNMENT\") or\nsublease (\"RELATED ENTITY SUBLEASE\") to a Related Entity shall not be a\nProhibited Transfer and shall be permitted without Landlord's consent, provided\nthat: (A) in the case of a Stock Transfer or a Related Entity Assignment, the\nsuccessor to Tenant or assignee, as applicable, has a net worth, computed in\naccordance with generally accepted accounting principles, at least equal to\n$75,000,000.00; (B) in the case of a Stock Transfer or a Related Entity\nAssignment, reasonable proof satisfactory to Landlord of such net worth shall\nhave been delivered to Landlord at least ten (10) days prior to the effective\ndate of any such transaction; (C) in the case of a Related Entity Assignment or\na Related Entity Sublease, such books and records of the then Tenant as may be\nnecessary to establish that any assignee or sublessee claimed by Tenant to be a\nRelated Entity is in fact a Related Entity shall have been delivered to Landlord\nat least ten (10) days prior to the effective date of any such transaction; (D)\nthe purposes for which such successor to Tenant (in the case of a Stock\nTransfer) or such assignee or sublessee (in the case of a Related Entity\nAssignment or a Related Entity Sublease) shall use the Demised Premises (or the\napplicable portions thereof) are limited to uses expressly permitted by this\nlease (subject to all of the terms, covenants, conditions, prohibitions,\nrestrictions and limitations set forth in this lease); (E) an executed duplicate\noriginal of the assignment and assumption agreement (in the case of a Related\nEntity Assignment) or sublease (in the case of a Related Entity Sublease), shall\nbe delivered to Landlord for review by Landlord and Landlord's counsel, at least\nten (10) days prior to the effective date thereof; (F) Tenant (in the case of a\nStock Transfer or a Related Entity Sublease) or the assignor (in the case of a\nRelated Entity Assignment) shall and will remain fully liable for the payment of\n\n\n                                       52\n\n\nthe fixed rent and additional rent due and to become due under this lease and\nshall not be released from any of its obligations or liabilities under this\nlease and Tenant shall be fully responsible and liable for all acts or omissions\nof the sublessee (in the case of a Related Entity Sublease) or the assignee (in\nthe case of a Related Entity Assignment) or anyone claiming under or through\nTenant, or such sublessee or such assignee, as the case may be; and (G) such\nassignee or sublessee (in the case of a Related Entity Assignment or a Related\nEntity Sublease), as of the effective date of such assignment or the\ncommencement date of such sublease, as the case may be, and all times\nthereafter, is a Related Entity. Simultaneously with the delivery of such\nassignment and assumption agreement or sublease, Tenant shall deliver to\nLandlord a certified copy of a duly adopted resolution of the board of directors\nof both Tenant and the assignee or sublessee, as applicable, authorizing the\nexecution, acknowledgment and delivery of said assignment and assumption\nagreement or sublease, and the transactions contemplated therein. In connection\nwith the information to be provided to Landlord pursuant to this Section,\nLandlord shall have the right, at any reasonable time, and from time to time, to\nexamine such books and records of the then Tenant as may be necessary to\nestablish that such assignee or sublessee remains a Related Entity. Landlord's\nOption and Section 9.10 above shall not apply to a Stock Transfer, a Related\nEntity Assignment or a Related Entity Sublease, provided the conditions set\nforth in clause (A) through (G) above are satisfied.\n\n      9.12  (a)   Landlord's Option and the provisions of Section 9.10(b) (and\nany obligation of Tenant to pay to Landlord any Subletting Consideration) shall\nnot apply to the subletting (an \"EXCEPTED SUBLETTING\") by Tenant of the first\n60,000 rentable square feet of space (in the aggregate) in the Demised Premises\nsublet by Tenant (such first 60,000 rentable square feet of space being\nhereinafter referred to as the \"EXCEPTED SUBLET SPACE\"). (For the purposes of\nclarification, if Tenant's first sublease is for 40,000 rentable square feet,\nand such sublease expires, and Tenant re-sublets 30,000 rentable square feet of\nthe same 40,000 rentable square foot area, then the re-subletting of 10,000\nrentable square of such 30,000 rentable square feet will not qualify as an\nExcepted Subletting and such 10,000 rentable square feet will not qualify as\nExcepted Sublet Space; however, if Tenant's first sublease is for 20,000\nrentable square feet, and such sublease expires, and Tenant re-sublets the same\n20,000 rentable square foot area, and such sublease expires, and Tenant\nre-sublets again the same 20,000 rentable square foot area, then both of such\nre-sublettings will qualify as an Excepted Subletting.) The remaining provisions\nof this Article 9 (including, without limitation, Sections 9.02, 9.05, 9.06,\n9.07 and 9.08) shall apply to any Excepted Subletting, except that subsections\n9.05(c) and (d) shall be deemed modified by inserting immediately before the\nword \"space\" on the third (3rd) lines thereof, the words \"for approximately the\nsame period of the proposed Excepted Subletting\" for an Excepted Subletting, the\nterm of which (including all extensions and renewals thereof that are provided\nfor in the proposed sublease in respect thereof, regardless of whether or not\nthe right or the option to so extend or renew is exercised) is two (2) years (or\nless).\n\n            (b)   For the purposes of this Section, a sublease, the term of \nwhich (including all extensions and renewals thereof that are provided for in\nthe proposed sublease in respect thereof, regardless of whether or not the right\nor the option to so extend or renew is exercised) is three (3) years (or less)\nand which is to commence prior to the tenth (10th) anniversary of the\nCommencement Date is referred to as a \"SHORT TERM SUBLEASE.\" If at any time\nafter there are Excepted Sublettings for all 60,000 rentable square feet of the\nExcepted Sublet Space, the area \n\n\n                                       53\n\n\nwhich constitutes the Excepted Sublet Space is less than 60,000 rentable square\nfeet as a result of one (1) or more of the Excepted Sublettings ending, then\nLandlord's Option shall not apply to any Short Term Sublease that is a Small\nSublease (as hereinafter defined), but all other provisions of this Article\n(including subsection 9.10(b) and any obligation of Tenant to pay to Landlord\nany Subletting Consideration) shall apply to Short Term Subleases that are Small\nSubleases. For the purposes of this Section, a \"SMALL SUBLEASE\" is a sublease of\na portion of the Demised Premises where the aggregate area of the Demised\nPremises that is covered by such sublease (including all portions of the Demised\nPremises in respect of which the prospective subtenant may sublease pursuant to\nany rights or options set forth in such sublease or otherwise, regardless of\nwhether or not such rights or options are exercised), together with the\naggregate area of the Demised Premises covered by all other subleases (other\nthan Excepted Sublettings) and other occupancy agreements (i) then in effect\n(regardless of whether or not the terms thereof have commenced and regardless of\nwhether or not such other subleases or other occupancy agreements are Short Term\nSubleases) or (ii) for which Tenant is then requesting Landlord's approval or\nconsent to sublet (including, in the case of clauses (i) and (ii), all portions\nof the Demised Premises in respect of which the subtenant or prospective\nsubtenant, as the case may be, may sublease pursuant to any rights or options\nset forth in its sublease or proposed sublease, as the case may be or otherwise,\nregardless of whether or not such rights or options are exercised), comprises a\nrentable area that is no more than the difference between 60,000 rentable square\nfeet and the rentable area of the then Excepted Sublet Space.\n\n      9.13  The joint and several liability of Tenant and any immediate or \nremote successor in interest to Tenant, and the due performance of the\nobligations of this lease on Tenant's part to be performed or observed, shall\nnot be discharged, released, or impaired in any respect by any agreement or\nstipulation made by Landlord extending the time of, or modifying any of the\nobligations of, this lease, or by any waiver or failure of Landlord to enforce\nany of the obligations of this lease.\n\n      9.14  The listing of any name other than that of Tenant, whether on the\ndoors of the Demised Premises, on the Building directory, if any, or otherwise,\nshall not operate to vest any right or interest in this lease or in the Demised\nPremises, nor shall it be deemed to be the consent of Landlord to any assignment\nor transfer of this lease, to any sublease of the Demised Premises, or to the\nuse or occupancy thereof by others.\n\n      9.15  Landlord hereby consents to a sublease by Tenant to the New York \nCity Industrial Development Agency (the \"IDA\") of Tenant's improvements to the\nDemised Premises and a sub-sublease by the IDA to Tenant of such Tenant's\nimprovements, it being understood and agreed that such sublease and sub-sublease\nshall be subject and subordinate in all respects to this lease and Landlord's\nrights and remedies under this lease.\n\n                                  ARTICLE 10 10\n           COMPLIANCE WITH LAWS AND REQUIREMENTS OF PUBLIC AUTHORITIES\n\n      10.01 Tenant shall give prompt notice to Landlord of any notice it\nreceives of the violation of any law and\/or requirement of public authority, and\nTenant, at its expense, shall comply with all laws and\/or requirements of public\nauthorities which shall, with respect to the \n\n\n                                       54\n\n\nDemised Premises or the use and occupation thereof, or the abatement of any\nnuisance, impose any violation, order or duty on Landlord or Tenant, arising\nfrom (i) Tenant's use of the Demised Premises, except for the mere occupancy of\nthe Demised Premises for purposes expressly set forth in Section 2.01(a) hereof,\n(ii) the manner of conduct of Tenant's business or operation of its\ninstallations, equipment or other property therein, (iii) any cause or condition\ncreated by or at the instance of Tenant, other than by Landlord's performance of\nany work for or on behalf of Tenant, or (iv) breach of any of Tenant's\nobligations hereunder. However, Tenant shall not be so required to make any\nstructural or other substantial change in the Demised Premises unless the\nrequirement arises from Tenant's manner of use of the Demised Premises (as\ndistinguished from the mere use thereof for the purposes expressly permitted\npursuant to subsection 2.01(a) above) or from a cause or condition referred to\nin clause (ii), (iii) or (iv) above. Furthermore, Tenant need not comply with\nany such law and\/or requirement of public authority so long as Tenant shall be\ncontesting the validity thereof, or the applicability thereof to the Demised\nPremises, in accordance with Section 10.02. Landlord, at its expense, shall\ncomply with all other such laws and requirements of public authorities as shall\naffect the Demised Premises, but may similarly contest the same subject to\nconditions reciprocal to Subsections (a), (b) and (d) of Section 10.02.\n\n      10.02 Tenant may, at its expense (and if necessary, in the name of but\nwithout expense to Landlord) contest, by appropriate proceedings prosecuted\ndiligently and in good faith, the validity, or applicability to the Demised\nPremises, of any law or requirement of public authority, and Landlord shall\ncooperate with Tenant in such proceedings, provided that:\n\n            (a)   Landlord shall not be subject to criminal penalty or to\nprosecution for a crime nor shall the Demised Premises or any part thereof be\nsubject to being condemned or vacated, by reason of non-compliance or otherwise\nby reason of such contest;\n\n            (b)   Tenant shall defend, indemnify and hold harmless Landlord\nagainst all liability, loss or damage which Landlord shall suffer by reason of\nsuch non-compliance or contest, including reasonable attorney's fees and other\nexpenses reasonably incurred by Landlord;\n\n            (c)   such non-compliance or contest shall not constitute or result \nin any violation of any superior lease or superior mortgage, or if such superior\nlease and\/or superior mortgage shall permit such non-compliance or contest on\ncondition of the taking of action or furnishing of security by Landlord, such\naction shall be taken and such security shall be furnished at the expense of\nTenant; and\n\n            (d)   Tenant shall keep Landlord advised as to the status of such\nproceedings.\n\nWithout limiting the application of Subsection (a) above thereto, Landlord shall\nbe deemed subject to prosecution for a crime within the meaning of said\nSubsection, if Landlord, or any officer of Landlord individually, is charged\nwith a crime of any kind or degree whatever, whether by service of a summons or\notherwise, unless such charge is withdrawn before Landlord or such officer (as\nthe case may be) is required to plead or answer thereto.\n\n      10.03 Tenant shall not cause or permit \"HAZARDOUS MATERIALS\" (as defined\nbelow) to be used, transported, stored, released, handled, produced or installed\nin, on or from the Demised \n\n\n                                       55\n\n\n\nPremises or the Building, except that Tenant may use and store limited\nquantities of substances reasonably necessary in the ordinary operation and\nmaintenance of office equipment, provided such substances are used and stored\nwithin the Demised Premises, in accordance with all applicable laws and\/or\nrequirements of public authorities. The term \"HAZARDOUS MATERIALS\" shall, for\nthe purposes hereof, mean any flammable, explosive or radioactive materials,\nhazardous wastes, hazardous and toxic substances or related materials, asbestos\nor any material containing asbestos, or any other substance or material, as now\nor hereafter defined as a hazardous material or a hazardous substance by any\nfederal, state or local law, ordinance, rule or regulation, now or at any time\nhereafter in effect, including, without limitation, the Comprehensive\nEnvironmental Response Compensation and Liability Act of 1980, as amended, the\nHazardous Materials Transportation Act, as amended, the Resource Conservation\nand Recovery Act, as amended, and in the regulations adopted and publications\npromulgated pursuant to each of the foregoing. In the event of a breach of the\nprovisions of this Article, Landlord shall, in addition to all of its rights and\nremedies under this lease and pursuant to law, require Tenant to remove any or\nall of such Hazardous Materials from the Demised Premises or the Building in the\nmanner prescribed for such removal by all requirements of law. The provisions of\nthis Article shall survive the expiration or sooner termination of this lease.\n\n      10.04 Notwithstanding anything to the contrary contained in this lease,\nTenant agrees that, except to the extent expressly a part of Landlord's Work or\nPost-Commencement Landlord's Work, it shall be solely responsible, at its\nexpense, to cause the Demised Premises (including the lavatories within the\nDemised Premises and all entrances and exits to and from the Demised Premises)\nto be, and to remain throughout the term hereof, in compliance with the\nprovisions of the Americans With Disabilities Act of 1990 and any municipal\nlaws, ordinances and rules of like import, and any regulations adopted and\namendments promulgated pursuant to any of the foregoing (hereinafter referred to\ncollectively as the \"ADA\"), and Landlord shall have no obligation whatsoever in\nconnection therewith, except as otherwise expressly required in Exhibit G\nhereto. Within ten (10) days after receipt, Tenant shall advise Landlord in\nwriting, and provide Landlord with copies of, any notices alleging violations of\nthe ADA relating to any portion of the Demised Premises; any claims made or\nthreatened in writing regarding non-compliance with the ADA and relating to any\nportion of the Demised Premises; or any governmental or regulatory actions or\ninvestigations instituted or threatened regarding non-compliance with the ADA\nand relating to any portion of the Demised Premises. In addition, without\nLandlord's prior written consent in each instance, no portion of the Demised\nPremises shall be used in any manner, and no Changes shall be performed, if such\nmanner of use or such Changes requires that any alterations, changes, additions,\nimprovements or other work be performed or made to any portions of the Building\n(outside the Demised Premises, except to the extent any of the foregoing is (or\nwill be) performed as a part of the Base Building Work) or the Land, which\nconsent may be withheld by Landlord in its sole and absolute discretion. If\nLandlord gives its consent for such manner of use or Changes, then, Landlord, at\nTenant's sole cost and expense, shall perform or make such alterations, changes,\nadditions, improvements or other work, and Tenant shall pay to Landlord as\nadditional rent the cost and expense incurred or paid by Landlord to perform or\nmake same, within ten (10) days after Landlord's demand therefor, which demand\nshall be accompanied by a reasonably detailed statement of the alterations,\nchanges, additions, improvements or other work so performed or made and the cost\nand expense incurred or paid by \n\n\n                                       56\n\n\nLandlord. Nothing in this Section shall affect or reduce Landlord's obligations\nunder Sections 4.08 and 4.09 above.\n\n      10.05 Notwithstanding anything to the contrary contained in this lease,\nTenant agrees, at its sole cost and expense, to (a) install the Class E fire\nsafety system within the Demised Premises (the \"CLASS E SYSTEM\"), (b) connect\nsame to the Building's Class E fire safety system, and (c) thereafter maintain\nthe Class E System within the Demised Premises in compliance with all laws or\nrequirements of public authorities, provided that any reprogramming of the\nBuilding's Class E fire safety system as a result of such installation and\nconnection shall be performed by Landlord at its cost and expense. Landlord\nshall have no obligation whatsoever in connection with any Tenant caused Class E\ncompliance or otherwise in connection with the Class E System within the Demised\nPremises. Landlord's Class E system contractor for the Building shall provide\nthe necessary service to repair and maintain Tenant's Class E system in the\nDemised Premises and Tenant shall pay to Landlord, within fifteen (15) days\nafter Landlord's written demand as additional rent, the reasonable monthly cost\n(based on Landlord's actual cost, without \"mark-up\") of providing such service\nto the Demised Premises.\n\n                                  ARTICLE 11 11\n                                    INSURANCE\n\n      11.01 Tenant shall not violate, or permit the violation of, any\ncondition imposed by the standard fire insurance policy then issued for office\nbuildings in the Borough of Manhattan, City of New York, and shall not do,\npermit anything to be done, keep, or permit anything to be kept, in the Demised\nPremises which would (a) subject Landlord to any liability or responsibility for\npersonal injury, death or property damage; (b) increase the fire or other\ncasualty insurance rate on the Building or the property therein over the rate\nwhich would otherwise then be in effect (unless Tenant pays the resulting\npremium as provided in Section 11.04); or (c) result in insurance companies of\ngood standing refusing to insure the Building or any of such property in amounts\nreasonably satisfactory to Landlord.\n\n      11.02 Tenant covenants to provide on or before the earlier to occur of\n(i) the Commencement Date and (ii) ten (10) days from the date of this lease and\nto keep in force during the term hereof the following insurance coverage which\ncoverage shall be effective on the Commencement Date:\n\n          (a) Commercial general liability insurance, with broad form\nendorsement, containing an omnibus named insured provision naming as additional\ninsureds Landlord, Max Capital Management Corp., 1440 Broadway Partners Corp.,\nand Morgan Guaranty Trust Company of New York (collectively, the \"PRESENT\nADDITIONAL INSUREDS\"), and the holders of all superior mortgages, the lessors\nunder all superior leases, Landlord's agents and all other persons and entities\ndesignated by Landlord (but only to the extent that Landlord specifically\nrequests such holders, lessors, agents and other persons and entities to be so\nnamed) and protecting Landlord, Tenant, all of Tenant's subtenants, and all such\nother additional insureds, against (i) all claims, demands or actions for injury\nto, or death of, persons or property, arising from, related to, or in any way\nconnected with the use or occupancy of the Demised Premises, or caused by\nactions or omissions to act of Tenant, its agents, servants and contractors, or\nof any person or \n\n\n                                       57\n\n\nentity claiming by, through or under Tenant, and (ii) all accidents occurring in\nor about the Demised Premises. Such policy shall have limits of liability of not\nless than $5,000,000.00 combined single limit coverage on a per occurrence\nbasis, including property damage, no more than $2,000,000.00 of which may be\ncovered under a so-called \"umbrella\" insurance policy. Such policy shall contain\na contractual liability coverage endorsement with respect to Tenant's\nindemnification obligations under this lease, and shall include independent\ncontractors' coverage. Such insurance may be carried under a blanket policy\ncovering the Demised Premises and other locations of Tenant, if any, provided\nsuch policy contains an endorsement (i) naming Landlord (and the above-mentioned\nother persons and entities) as additional insureds, (ii) specifically\nreferencing the Demised Premises, and (iii) guaranteeing a minimum limit\navailable for the Demised Premises equal to the limits of liability required\nunder this lease;\n\n            (b)   Worker's compensation, and, if required by applicable law,\ndisability and such other similar insurance, in statutory amounts, covering all\npersons that are performing Changes (as hereinafter defined), or with respect to\nwhom death or bodily injury claims could be asserted against Landlord, the Land\nor the Building, and endorsed to waive subrogation claims in favor of Landlord,\nand each of the Present Additional Insureds and all other additional insureds\nrequested by Landlord; and\n\n            (c)   property insurance coverage against all risk of loss or damage\nfrom any cause whatsoever in an amount adequate to cover the cost of replacement\nof all of personal property, fixtures, furniture, furnishings, valuable papers\nand documents, data, leasehold improvements and equipment, including Tenant's\nWork, Tenant's Property and all Changes, located in the Demised Premises.\n\nAll such policies shall be issued by companies of recognized responsibility\nlicensed to do business in New York State and rated by Best's Insurance Reports\nor any successor publication of comparable standing and carrying a rating of A-\nVIII or better or the then equivalent of such rating, and all such policies\nshall contain a provision whereby the same cannot be cancelled or modified\nunless Landlord and any additional insureds are given at least thirty (30) days\nprior written notice of such cancellation or modification.\n\n            Prior to the time such insurance is first required to be carried by\nTenant and thereafter, at least fifteen (15) days prior to the expiration of any\nsuch policies, Tenant shall deliver to Landlord either duplicate originals of\nthe aforesaid policies or certificates evidencing such insurance naming\nLandlord, each Present Additional Insured and all other additional insureds\nrequested by Landlord as additional insureds, together with evidence of payment\nfor the policy. Such certificates shall also verify the primary nature of the\ncoverage and note the waiver of subrogation in favor of Landlord and each\nPresent Additional Insureds all other additional insureds requested by Landlord.\nIf Tenant delivers certificates as aforesaid, Tenant upon reasonable prior\nnotice from Landlord, shall make available to Landlord, at the Demised Premises,\nduplicate originals of such policies from which Landlord may make copies\nthereof, at Landlord's cost. Tenant's failure to provide and keep in force the\naforementioned insurance shall be regarded as a material default hereunder,\nentitling Landlord to exercise any or all of the remedies as provided in this\nlease in the event of Tenant's default. In addition in the event Tenant fails to\nprovide and keep in force the insurance required by this lease, at the times and\nfor \n\n\n                                       58\n\n\nthe durations specified in this lease, Landlord shall have the right, but not\nthe obligation, at any time and from time to time, and without notice, to\nprocure such insurance and or pay the premiums for such insurance in which event\nTenant shall repay Landlord within five (5) days after demand by Landlord, as\nadditional rent, all sums so paid by Landlord and any costs or expenses incurred\nby Landlord in connection therewith without prejudice to any other rights and\nremedies of Landlord under this lease.\n\n      11.03 (a) Landlord and Tenant shall each secure an appropriate clause\nin, or an endorsement upon, each property coverage policy obtained by it and\ncovering the Building, the Demised Premises, Tenant's Work, Tenant's Property\nand Changes (as hereinafter defined) or the personal property, fixtures,\nfurnishings, valuable papers and documents, data, leasehold improvements and\nequipment located therein or thereon, pursuant to which the respective insurance\ncompanies waive subrogation or permit the insured, prior to any loss, to agree\nwith a third party to waive any claim it might have against said third party.\nThe waiver of subrogation or permission for waiver of any claim hereinbefore\nreferred to shall extend to the agents of each party and its employees and, in\nthe case of Tenant, shall also extend to all other persons and entities\noccupying or using the Demised Premises. If and to the extent that such waiver\nor permission can be obtained only upon payment of an additional charge then,\nthe party benefiting from the waiver or permission shall pay such charge within\nfifteen (15) days after demand therefor, or shall be deemed to have agreed that\nthe party obtaining the insurance coverage in question shall be free of any\nfurther obligations under the provisions hereof relating to such waiver or\npermission. Tenant shall provide Landlord with a certificate of insurance\nverifying this waiver in favor of Landlord, and each Present Additional insureds\nall other additional insureds requested by Landlord, and their respective\nemployees and agents. Subject to the foregoing provisions of this Section 11.03\nand to the provisions of subsections 11.03(b) and (c) below, and insofar as may\nbe permitted by the terms of the insurance policies carried by it, each party\nand their respective employees and agents hereby releases the other with respect\nto any claim (including a claim for negligence) which it might otherwise have\nagainst the other party for loss, damages or destruction with respect to its\nproperty by fire or other casualty (including rental value or business\ninterruption, as the case may be) occurring during the term of this lease or\nduring the move into and out of the Demised Premises.\n\n            (b) In the event that Tenant shall be unable at any time to obtain\none of the provisions referred to in subsection (a) above, in any of its\ninsurance policies, Tenant shall cause Landlord to be named in such policy or\npolicies as one of the additional insureds, but if any additional premium shall\nbe imposed for the inclusion of Landlord as such an additional insureds,\nLandlord shall pay such additional premium upon demand or Tenant shall be\nexcused from its obligations under subsection (b) with respect to the insurance\npolicy or policies for which such additional premiums would be imposed. In the\nevent that Landlord shall have been named as one of the additional insureds in\nany of Tenant's policies in accordance with the foregoing, Landlord shall\nendorse promptly to the order of Tenant, without recourse, any check, draft, or\norder for the payment of money representing the proceeds of any such policy, or\nany other payment growing out of or connected with said policy, and Landlord\nhereby irrevocably waives any and all rights in and to such proceeds and\npayments.\n\n\n                                       59\n\n\n            (c)   In the event that Landlord shall be unable at any time to \nobtain one of the provisions referred to in subsection (a) in any of its\ninsurance policies, Landlord shall, at Tenant's option, cause Tenant to be named\nin such policy or policies as one of the additional insureds, but if any\nadditional premium shall be imposed for the inclusion of Tenant as such an\nadditional insureds, Tenant shall pay such additional premium upon demand. In\nthe event that Tenant shall have been named as one of the additional insureds in\nany of Landlord's policies in accordance with the foregoing, Tenant shall\nendorse promptly to the order of Landlord, without recourse, any check, draft,\nor order for the payment of money representing the proceeds of any such policy,\nor any other payment growing out of or connected with said policy, and Tenant\nhereby irrevocably waives any and all rights in and to such proceeds and\npayments.\n\n      11.04 If, by reason of a failure of Tenant to comply with the provisions\nof Section 10.01 or Section 11.01, the rate of fire insurance with extended\ncoverage on the Building or equipment or other property of Landlord shall be\nhigher than it otherwise would be, Tenant shall reimburse Landlord, on demand,\nfor that part of the premiums for fire insurance and extended coverage paid by\nLandlord because of such failure on the part of Tenant.\n\n      11.05 Landlord may, from time to time (but no more than five (5) times\nduring the initial term or two (2) times during any Extension Term (as\nhereinafter defined), require that the amount of the insurance to be provided\nand maintained by Tenant under Section 11.02 hereof be increased so that the\namount thereof adequately protects Landlord's interest but in no event in excess\nof the amount that would be required by other tenants occupying similarly sized\nspace in first-class office buildings in the borough of Manhattan for office\nuse.\n\n      11.06 If any dispute shall arise between Landlord and Tenant with\nrespect to the incurring or the amount of any additional insurance premium\nreferred to in Section 11.03 or the increase in amount of insurance referred to\nin Section 11.05, the dispute shall be determined by arbitration.\n\n      11.07 A schedule or make up of rates for the Building or the Demised\nPremises, as the case may be, issued by the New York Fire Insurance Rating\nOrganization or other similar body making rates for fire insurance and extended\ncoverage for the premises concerned, shall be conclusive evidence of the facts\ntherein stated and of the several items and charges in the fire insurance rate\nwith extended coverage then applicable to such premises.\n\n      11.08 Each policy evidencing the insurance to be carried by Tenant under\nthis lease shall contain a clause that such policy and the coverage evidenced\nthereby shall be primary with respect to any policies carried by Landlord, and\nthat any coverage carried by Landlord shall be excess insurance.\n\n      11.09 Landlord's sole obligation and liability with respect to\nmaintaining insurance coverage on or with respect to the Demised Premises or the\nBuilding shall be to procure and maintain (a) comprehensive fire and extended\ncoverage insurance on the Building (exclusive of foundations and footings and\nexclusive of Changes and the leasehold improvements made to the Building by\nTenant or the other tenants of the Building) on an \"all-risk\" full cost\nreplacement basis, and (b) comprehensive general liability insurance in such\nform and amounts that are \n\n\n                                       60\n\n\ncarried by prudent owners of buildings in New York City that are comparable to\nthe Building. Such insurance may be carried under a blanket policy covering the\nBuilding and other locations of Landlord (or Landlord's affiliates), if any,\nprovided such coverage is separately provided for the Building.\n\n                                   ARTICLE 12\n                              RULES AND REGULATIONS\n\n      12.01 Tenant and its employees and agents shall faithfully observe and\ncomply with the Rules and Regulations annexed hereto as Exhibit D, and such\nreasonable changes therein (whether by modification, elimination or addition) as\nLandlord at any time or times hereafter may make and communicate in writing to\nTenant, which do not unreasonably affect the conduct of Tenant's business in the\nDemised Premises except as required by any laws and\/or requirements of public\nauthorities or any requirements of insurance bodies; provided, however, that in\ncase of any conflict or inconsistency between the provisions of this lease and\nany of the Rules and Regulations as originally promulgated or as changed, the\nprovisions of this lease shall control.\n\n      12.02 Nothing in this lease contained shall be construed to impose upon\nLandlord any duty or obligation to Tenant to enforce the Rules and Regulations\nor the terms, covenants or conditions in any other lease, as against any other\ntenant, and Landlord shall not be liable to Tenant for violation of the same by\nany other tenant or its employees, agents or visitors. However, Landlord shall\nnot enforce any of the Rules and Regulations in such manner as to discriminate\nagainst Tenant or anyone claiming under or through Tenant.\n\n                                   ARTICLE 13\n                                TENANT'S CHANGES\n\n      13.01 Tenant shall make no changes in or to the Demised Premises of any\nnature without Landlord's prior written consent in each instance, except as\notherwise expressly permitted in this Article.\n\n      13.02 (a) With Landlord's prior written consent in each instance, which\nconsent shall not be unreasonably withheld, conditioned or delayed, Tenant may,\nfrom time to time during the term of this lease, at its sole expense, make such\nalterations, additions, installations, substitutions, improvements and\ndecorations (hereinafter collectively called \"NONSTRUCTURAL CHANGES\") in and to\nthe interior of the Demised Premises that are not structural in nature, that do\nnot result in, or require, an amendment to, or modification of, the certificate\nof occupancy for the Building, and that do not otherwise affect the structural\nparts or integrity of the Building and do not affect the proper functioning of\nany of the Building's utilities, systems or services, as Tenant may reasonably\nconsider necessary for the conduct of its business therein, on the following\nconditions:\n\n                  (i) neither the outside appearance nor the strength of the\nBuilding or any of its structural parts shall be affected;\n\n\n                                       61\n\n\n                  (ii) no part of the Building outside of the Demised Premises\nshall be physically affected; and\n\n                  (iii) the proper functioning of any of the mechanical,\nelectrical, sanitary and other service systems of the Building shall not be\nadversely affected, and the usage of such systems by Tenant shall not be\nincreased in excess of that permitted under this lease.\n\n            (b) For the purposes of this Article, a \"DECORATIVE CHANGE\" shall\nmean a Nonstructural Change that is entirely decorative in nature, does not\nrequire the approval of any governmental or quasi-governmental authority and\nconforms to the then design criteria of the Building (as established from time\nto time by Landlord), and a \"PERMITTED NONSTRUCTURAL CHANGE\" shall mean a\nNonstructural Change that conforms to the then design criteria of the Building\n(as established from time to time by Landlord) and does not require the approval\nof any governmental or quasi-governmental authority, the cost of which, together\nwith the cost of all other Changes (other than Decorative Changes) that have not\nbeen completed and fully paid for, is not more than $500,000.00 during the First\nRent Period, $550,000.00 during the Second Rent Period and $610,000.00 during\nthe Third Rent Period. Notwithstanding the foregoing, to the extent that adding\nor replacing any cabling within the Demised Premises is otherwise a Permitted\nNonstructural Change, the cost thereof shall not be considered in the\nlimitations described in the preceding sentence. Landlord's approval shall be\ndeemed given for all Decorative Changes and Permitted Nonstructural Changes,\nprovided that (i) same are performed in accordance with, and subject to, this\nArticle and all other applicable provisions of this lease, and (ii) at least ten\n(10) days prior to commencing any such Decorative Change or Permitted\nNonstructural Change, Tenant gives to Landlord a notice of Tenant's intention to\nperform such Decorative Change(s) or Permitted Nonstructural Change(s), which\nnotice, to be effective, shall be accompanied by a reasonably detailed\ndescription of the Decorative Change(s) or Permitted Nonstructural Change(s)\nthat Tenant intends to perform, the estimated commencement date and completion\ndate of such Decorative Change(s) or Permitted Nonstructural Change(s), and the\nestimated cost thereof.\n\n            (c) For the purposes of this Article and Article 14 below, the\ninstallation of a so-called UPS system shall be deemed a Nonstructural Change,\nbut not a Permitted Structural Change, and the UPS system itself shall be deemed\na Specialty Installation (as such term is defined and used in Article 14 below).\n\n      13.03 Tenant shall not make any alterations, additions, installations,\nsubstitutions, improvements or decorations (hereinafter collectively referred to\nas \"STRUCTURAL CHANGES\") (i) outside the Demised Premises; (ii) in or to the\nexterior of the Demised Premises; (iii) in or to the interior Demised Premises\nthat are structural in nature or that otherwise affect the structural integrity\nor parts of the Building or that affect the proper functioning of any of the\nBuilding's utilities, systems or services, or (iv) which result in, or require,\nan amendment to, or modification of, the certificate of occupancy for the\nBuilding, without Landlord's prior written approval in each instance, which\napproval may be withheld by Landlord in its absolute and sole discretion.\n\n\n                                       62\n\n\n      13.04 Nonstructural Changes and\/or Structural Changes (collectively,\n\"CHANGES\") shall only be performed in accordance with and subject to, this\nArticle and the other applicable provisions of this lease.\n\n      13.05 Before commencing any Change (except for, subject to the\nprovisions of subsection 13.02(b) above, Decorative Changes and Permitted\nNonstructural Changes), Tenant shall advise Landlord thereof and shall submit to\nLandlord proof reasonably satisfactory to Landlord of the total cost thereof\n(including so-called \"soft costs\"), and, at its sole cost and expense, shall\nprepare and submit to Landlord for Landlord's approval, reasonably detailed\nplans and specifications therefor (such reasonably detailed plans and\nspecifications being herein referred to as \"TENANT'S PLANS\"), which approval\nshall not be unreasonably withheld, conditioned or delayed for any Nonstructural\nChanges described therein. Other than for Tenant's Work, the actual cost and\nexpense reasonably incurred and\/or paid by Landlord in connection with the\nreview of the Tenant's Plans (and all revisions thereto), and the inspection of\nthe work in respect thereof, by Landlord and Landlord's architects, engineers\nand other consultants and professionals shall be reimbursed by Tenant to\nLandlord (as additional rent) within fifteen (15) days after Landlord's demand\ntherefor, Tenant hereby agreeing that neither Landlord's approval of the\nTenant's Plans (or any revisions thereto), nor its inspection of such work, nor\nits right to inspect such work, shall impose upon Landlord any obligation or\nliability whatsoever with respect thereto, including, without limitation, any\nobligation or liability that might arise as a result of such work not being\nperformed in accordance with applicable laws and requirements or with the\nTenant's Plans (and revisions thereto) approved by Landlord or otherwise. The\nreview or approval by Landlord of any Tenant's Plans or any revisions thereto is\nsolely for Landlord's benefit, and is without any representation or warranty\nwhatsoever with respect to the adequacy, correctness or efficiency thereof or\notherwise. Neither the granting by Landlord of its approval of any Tenant's\nPlans or any revisions thereto, nor Landlord's execution of any of the\napplications referred to in Section 13.06 below, shall in any manner constitute\nor be deemed to constitute a judgment or acknowledgment by Landlord as to their\nlegality or compliance with laws and\/or requirements of public authorities.\nLandlord may, as a condition of its approval, require Tenant to make revisions\nin and to the plans and specifications and, except for Tenant's Work and for any\nChanges made after Tenant's Work the cost of which, together with the cost of\nall other Changes that have not been completed and fully paid for, is not more\nthan $500,000.00 during the First Rent Period, $550,000.00 during the Second\nRent Period and $610,000.00 during the Third Rent Period, to post a bond or\nother security reasonably satisfactory to Landlord to insure the completion and\npayment of the Change in question. Landlord shall respond, in reasonable detail,\nto Tenant's request to approve Tenant's Plans within ten (10) business days\nafter Landlord receives a complete set of Tenant's Plans, and Landlord shall\nrespond, in reasonable detail, to Tenant's request to approve revisions to\nTenant's Plans within seven (7) business days after Landlord receives such\nrevisions. Except for an approval which is deemed given by Landlord under this\nSection, Landlord's approval to any Tenant's Plans or revisions thereto shall\nnot be effective unless same is in writing. If within seven (7) business days\nafter Landlord receives a complete set of the Tenant's Plans (or if within seven\n(7) business days after Landlord receives any requested revisions thereto),\nLandlord fails to respond to Tenant's request for Landlord's approval thereof\n(whether by granting or denying such approval or by requesting revisions or\nfurther revisions), Tenant shall give to Landlord a second (2nd) notice\nnotifying Landlord that if \n\n\n                                       63\n\n\nwithin three (3) business days after Landlord's receipt of such second (2nd)\nnotice Landlord fails to respond to Tenant's request for such approval, such\nfailure shall be deemed the granting of such approval. Thereafter, if Landlord\nfails to respond to Tenant's request for such approval within such three (3)\nbusiness day period (whether by granting or denying such approval or by\nrequesting revisions or further revisions to the Tenant's Plans), such approval\nshall be deemed given, but only to the Tenant's Plans (or revisions) so\nsubmitted. Tenant shall not use, employ or retain any contractor, construction\nmanager or mechanic, or permit the use, employment or retention of any\nsubcontractor, that has not been first approved by Landlord, which approval\nshall not be unreasonably withheld or delayed. In selecting a general contractor\nor construction manager, Tenant shall allow a general contractor or construction\nmanager selected by Landlord to bid on the job but nothing herein shall be\ndeemed to require Tenant to select such general contractor or construction\nmanager. Notwithstanding the foregoing, for all Changes (including all Tenant's\nWork) involving electrical equipment or wiring (other than Tenant's computer\ncabling and telecommunications wiring within the Demised Premises), heating,\nventilation and\/or air-conditioning systems or equipment, plumbing equipment or\nsystems or Class E (or other fire and life safety) equipment or systems, Tenant\nmay only use contractors and subcontractors designated by Landlord, provided\nthat such contractors and subcontractors designated by Landlord are competitive\nin price with comparable contractors and subcontractors for comparable work in\nsimilar buildings in midtown Manhattan. As of the date of this lease, the\ncontractors and subcontractors listed on Exhibit J hereto are approved for the\ncorresponding trades set forth on said Exhibit, both for Changes and for the\nInstallation (as defined in Article 41 below). Landlord may remove any\ncontractor or subcontractor from such list at any time or from time to time, but\nonly in good faith and for cause.\n\n      13.06 Before commencing any Change, Tenant shall, at its expense, obtain\nall permits, notices, approvals and certificates required by all governmental\nand quasi-governmental authorities for the commencement and prosecution of such\nChanges, and, upon completion, for the final approval of such Changes, and shall\ncause Tenant's Changes to be performed in compliance therewith, as well as with\nall applicable laws and\/or requirements of public authorities and all applicable\nrequirements of insurance bodies, in a good and workmanlike manner, using new\nmaterials and equipment of a quality and class at least equal to the original\ninstallations in the Building. To the extent any such permits, notices,\napprovals or certificates cannot be obtained unless Landlord has executed the\napplication therefor, Landlord, at no cost to Landlord, shall execute such\napplications within five (5) days after Tenant's request therefor, provided that\nno Event of Default exists and that all Tenant's Plans and revisions thereto\nhave been approved by Landlord. Duplicates of all such permits, notices,\napprovals and certificates shall be delivered to Landlord before commencing such\nChanges, and upon the completion thereof, as the case may be. Changes shall be\nperformed in such a manner as not to unreasonably interfere with or delay, and\n(unless Tenant shall indemnify Landlord therefor to the Landlord's reasonable\nsatisfaction) as not to impose any additional expense upon Landlord in, the\nmaintenance or operation of the Building or any part thereof. Throughout the\nperformance of all Changes, Tenant shall, at its expense, carry, or cause to be\ncarried, worker's compensation insurance in statutory limits and general\nliability insurance and personal and property damage insurance for any\noccurrence in or about the Building as set forth in Article 11 of this lease.\nAll such insurance policies shall name Landlord and its agents, as parties\ninsured, be in such limits \n\n\n                                       64\n\n\n\nand be placed with insurers as provided in Article 11 above. Tenant shall\nfurnish Landlord with satisfactory evidence that such insurance is in effect\nbefore the commencement of any Changes and, on request, at reasonable intervals\nthereafter during the continuance of the Changes. If any Changes shall involve\nthe removal of any fixtures, equipment, or other property in the Demised\nPremises (other than Tenant's Property), such fixtures, equipment, or other\nproperty shall be promptly replaced, at Tenant's expense, with new fixtures,\nequipment, or other property (as the case may be) of like utility and at least\nequal value (taking into account that technology may have reduced the value of\nsuch items from the time same were first installed in the Demised Premises)\nunless Landlord shall otherwise expressly consent in writing, and Tenant shall,\nupon Landlord's request, deliver to Landlord any such fixtures, equipment, or\nproperty so removed. Any such fixtures, equipment so removed that Landlord does\nnot request to be delivered to Landlord shall be discarded and removed from the\nBuilding by Tenant at Tenant's sole cost and expense. Promptly after the\nsubstantial completion of each Change, and to the extent customarily prepared\ntherefor or required by applicable laws and\/or requirements of public\nauthorities, Tenant, at its sole cost and expense, shall have prepared and\ndelivered to Landlord, as-built drawings, and copies of balancing reports,\noperating manuals, maintenance logs, warranties and guaranties, sign-offs and\ninspection reports with respect to the Changes in question.\n\n      13.07 Tenant shall, at its expense and with diligence and dispatch,\nprocure the cancellation or discharge of all notices of violation arising from,\nor otherwise connected with, the Changes that shall be issued by the Department\nof Buildings or any other public or quasi-public authority having or asserting\njurisdiction. Tenant shall defend, indemnify and save Landlord harmless from and\nagainst all mechanic's and other liens filed in connection with the Changes or\nfor any other work claimed to have been done for, or materials furnished to,\nTenant, whether or not done or furnished pursuant to this Article, including,\nwithout limitation, the liens of any security interest in, conditional sales of,\nor chattel mortgages upon, any materials, fixtures or articles so installed in\nand constituting part of the Demised Premises, and against all costs, expenses\nand liabilities incurred or paid in connection with any such lien, security\ninterest, conditional sale, or chattel mortgage or any action or proceeding\nbrought thereon. Tenant, at its expense, shall satisfy or discharge (by bonding\nor otherwise) all such liens, and remove same from the record, within thirty\n(30) days after Landlord makes written demand therefor. Nothing in this Section\nshall prevent Tenant from granting a security interest or chattel mortgage in\nany of Tenant's Property, provided that at no time shall any such security\ninterest or chattel mortgage encumber or otherwise affect Landlord, any estate\nor interest in the Land or the Building (or any portions thereof or any interest\ntherein).\n\n      13.08 (a)   No Change shall be done in a manner that would: (i) create any\nwork stoppage, picketing, labor disruption, or dispute; (ii) violate Landlord's\nunion contracts affecting the Land and\/or Building; or (iii) interfere with the\nbusiness of Landlord or any tenant or occupant of the Building. In the event of\nthe occurrence of any condition described above arising from Tenant's exercise\nof any of its rights pursuant to the provisions of this Article or any other\nprovision of this lease, Tenant shall, immediately upon notice from Landlord,\ncease the manner of exercise of such right giving rise to such condition. In the\nevent that Tenant fails to cease such manner of exercise of its rights as\naforesaid, Landlord, in addition to any rights available to it under this lease,\nat law or equity, and shall have the right to injunction without notice.\n\n\n                                       65\n\n\n            (b) Tenant shall make all arrangements for, and pay all expenses\nincurred in connection with, use of the freight elevators servicing the Demised\nPremises. Landlord agrees that during the Freight Elevator Hours (as hereinafter\ndefined) on business days there shall be no charge for Tenant's normal use of\nthe freight elevator servicing the Demised Premises. However, Tenant\nacknowledges that (x) Tenant's use of such freight elevator is non-exclusive and\nsubject to scheduling by Landlord, (y) if Tenant's use of such freight elevator\nfor transporting materials, supplies, equipment, machinery, furniture or\nfurnishings will, in Landlord's reasonable opinion, disrupt the operation of the\nBuilding (including the normal use of the freight elevators) or cannot be\nscheduled during the Freight Elevator Hours, then Tenant will only be permitted\nto use such freight elevator during certain times other than during the Freight\nElevator Hours on business days, in which event Tenant shall be obligated to pay\nfor such usage at Landlord's then established rates, and (z) that there may be\ntimes when minimum usage of the freight elevator is required, such as on weekend\ndays. Landlord agrees to use reasonable efforts to accommodate Tenant's freight\nelevator and loading dock scheduling requirements for Tenant's initial Tenant\nWork, subject to the foregoing provisions of this Section 13.05. Notwithstanding\nthe foregoing, provided no Event of Default exists, Tenant shall not be charged\nfor the use of such freight elevator to the extent such use is in connection\nwith the performance of Tenant's Work, and to the extent the Tenant's Work is\nperformed through the period ending on the date which is six (6) months after\nthe Commencement Date, with respect to the Phase I Portion; six (6) months after\nthe Vacant Phase II Effective Date, with respect to the Vacant Phase II Portion;\nsix (6) months after the Phase II Effective Date, with respect to the balance of\nthe Phase II Portion; six (6) months after the Vacant Phase III Effective Date,\nwith respect to the Vacant Phase III Portion; six (6) months after the Phase III\nEffective Date, with respect to the balance of the Phase III Portion; six (6)\nmonths after the Phase IV Effective Date, with respect to the Phase IV Portion;\nand six (6) months after the Offer Space Lease Commencement Date (as hereinafter\ndefined), with respect to the corresponding Offer Space (as hereinafter\ndefined).\n\n      13.09 Notwithstanding anything to the contrary contained in this Article,\nTenant, at its sole cost and expense, but only with Landlord's prior written\napproval (which approval shall not be unreasonably withheld, conditioned or\ndelayed) and only after consulting with Landlord, may perform cosmetic and\ndecorative Changes to the exterior portion of the Building immediately outside\nthe windows of the Demised Premises facing the courtyard of the Building so as\nto improve and \"enhance\" the look of such exterior portions of the Building.\n\n                                   ARTICLE 14\n                                TENANT'S PROPERTY\n\n      14.01 All fixtures, equipment, improvements and appurtenances attached\nto or built into the Demised Premises at the commencement of or during the term\nof this lease, whether or not by or at the expense of Tenant, shall be and\nremain a part of the Demised Premises, shall be deemed the property of Landlord\nand shall not be removed by Tenant, except as hereinafter in this Article\nexpressly provided.\n\n      14.02 All paneling, movable partitions, lighting fixtures, special\ncabinet work, other business and trade fixtures, machinery and equipment,\ncommunications equipment and office equipment, whether or not attached to or\nbuilt into the Demised Premises, which are installed in \n\n\n                                       66\n\n\nthe Demised Premises by or for the account of Tenant, without expense to\nLandlord, and can be removed without permanent structural damage to the\nBuilding, and all furniture, furnishings and other articles of movable personal\nproperty owned by Tenant and located in the Demised Premises, (all of which are\nsometimes referred to as \"TENANT'S PROPERTY\") shall be and shall remain the\nproperty of Tenant and may be removed by it at any time during the term of this\nlease; provided that if any of Tenant's Property is removed, Tenant or any party\nor person entitled to remove same shall repair or pay the cost of repairing any\ndamage to the Demised Premises or to the Building resulting from such removal.\nAny equipment or other property for which Landlord shall have granted any\nallowance or credit to Tenant or which has replaced such items originally\nprovided by Landlord at Landlord's expense shall not be deemed to have been\ninstalled by or for the account of Tenant, without expense to Landlord, and\nshall not be considered Tenant's Property. Anything contained in this Section\n14.02 and in Section 14.03 below to the contrary, Tenant shall not be required\nto replace any lighting fixtures installed by Tenant, or to repair minor holes\nin the walls of the Demised Premises caused by the removal of such lighting\nfixtures, or to re-sheetrock or re-paint or perform similar repairwork that may\nbe necessitated by the removal by Tenant of Tenant's Property, except to the\nextent that any of the damage caused by such removal is extensive or excessive.\n\n      14.03 At or before the Expiration Date, or the date of any earlier\ntermination of this lease, or as promptly as practicable after such an earlier\ntermination date, Tenant at its expense, shall remove from the Demised Premises\nall of Tenant's Property which is not attached to, or built into, the Demised\nPremises except such items thereof as Tenant shall have expressly agreed in\nwriting with Landlord were to remain and to become the property of Landlord,\nand, except as otherwise expressly set forth in this lease, shall fully repair\nany damage to the Demised Premises or the Building resulting from such removal.\nTenant's obligation herein shall survive the termination of the lease.\n\n      14.04 Any other items of Tenant's Property (except money, securities and\nother like valuables) which shall remain in the Demised Premises after the\nExpiration Date or after a period of fifteen (15) days following an earlier\ntermination date, may, at the option of Landlord, be deemed to have been\nabandoned, and in such case either may be retained by Landlord as its property\nor may be disposed of, without accountability, at Tenant's expense in such\nmanner as Landlord may see fit.\n\n      14.05 (a) For purposes of this lease, \"SPECIALTY INSTALLATION(S)\"\nshall mean installations consisting of kitchens (but not pantry areas), raised\ncomputers floors, satellite dishes and antennas, fire suppression systems,\nvaults, internal staircases, dumbwaiters, pneumatic tubes, vertical and\nhorizontal transportation systems and other installations of similar character\nor nature that are above and beyond standard or typical office installations.\nUnless otherwise expressly advised in writing by Landlord to the contrary, on or\nbefore the Expiration Date or sooner termination of this lease, Tenant shall, at\nits sole cost and expense, remove all Specialty Installation(s) from the Demised\nPremises and restore all slab and wall penetrations to the condition that\nexisted prior to such penetrations (such removal and repair work being\nhereinafter referred to as the \"RESTORATION WORK\").\n\n\n                                       67\n\n\n            (b)   Tenant's obligation and liability with respect to the removal \nof Specialty Installation(s) and the performance of the Restoration Work shall\nsurvive the Expiration Date (as same may be extended) or sooner expiration or\ntermination of this lease.\n\n            (c)   n no event shall Tenant be obligated to remove or restore any\ninstallations to the extent that same are typical or standard office\ninstallations, notwithstanding anything to the contrary contained in Section\n14.06 below.\n\n      14.06 Notwithstanding anything contained in this Article to the contrary,\nexcept for Specialty Installations, for any Change (including Tenant's Work) for\nwhich Tenant's Plans are submitted to Landlord for Landlord's approval, if\nLandlord approves the Change and the Tenant's Plans in question, and together\nwith such approval Landlord notifies Tenant that Tenant will be required at the\nend of the term of this lease to remove a particular installation or improvement\ndescribed in such Tenant's Plans, then Tenant shall remove such installation or\nimprovement on or prior to the last day of the term of this lease and (except as\notherwise expressly set forth in this lease) restore all damage to the Demised\nPremises and the Building caused by such removal.\n\n                                   ARTICLE 15\n                             REPAIRS AND MAINTENANCE\n\n      15.01 Tenant shall take good care of the Demised Premises. Tenant shall\npromptly, at its sole cost and expense, make all nonstructural repairs to the\nDemised Premises and the fixtures, equipment and appurtenances therein,\nincluding all Building systems and equipment therein to the extent same\nexclusively serve the Demised Premises or which have been installed or\nmaterially modified in any way by or on behalf of Tenant, as and when needed to\npreserve the Demised Premises (and all such fixtures, equipment and\nappurtenances) in good working order and condition, except for reasonable wear\nand tear. In addition, but subject to the provisions of Section 11.03 above,\nTenant, at its expense, shall promptly make all repairs, ordinary or\nextraordinary, interior or exterior, structural or otherwise, in and about the\nDemised Premises and the Building, as shall be required by reason of (i) the\nperformance or existence of Tenant's Work or Tenant's Changes, (ii) the\ninstallation, use or operation of Tenant's Property in the Demised Premises,\n(iii) the moving of Tenant's Property in or out of the Building, (iv) the\nnegligence or willful act of Tenant or any of its employees, agents or\ncontractors or (v) the use of any portion of the Demised Premises for a use that\nis not permitted under this lease. Notwithstanding the foregoing, to the extent\nthat Tenant is obligated to perform any structural repairs to any portion of the\nDemised Premises or other portion of the Building (including the Terrace Area\n(as defined in Article 41 below) or is obligated to perform any repairs outside\nof the Demised Premises, Landlord, at its election, may perform such repairs on\nTenant's behalf, in which event, Tenant shall reimburse Landlord for the actual\ncosts paid or incurred by Landlord to perform such repairs within fifteen (15)\ndays after Landlord's request therefor, which request shall be accompanied by a\nreasonably detailed description of the repairs in question and the costs\nthereof. Except if required by the negligence or other fault of Landlord or its\nemployees, agents or contractors, but subject to the provisions of Section 11.03\nabove and Landlord's obligation to perform the Window Work, Tenant, at its\nexpense, shall replace all materially damaged glass in or about the Demised\nPremises and shall be responsible for all repairs, maintenance and replacement\nof interior doors and wall and floor coverings in the Demised Premises and, for\nthe \n\n\n                                       68\n\n\nrepair and maintenance of all lighting fixtures therein. All repairs made by\nTenant shall be made in accordance with Article 13 of this lease, as if such\nrepairs were a Change, subject to Landlord's right to make such repairs on\nbehalf of Tenant, as more particularly provided above.\n\n      15.02 Landlord, at its expense, shall keep and maintain the Building and\nits systems and facilities serving the Demised Premises, including (subject to\nthe provisions of Section 15.01 above) the Building HV systems (as defined in\nSection 17.02 below), provided same have not been modified by Tenant, and the\npublic and common areas thereof in good working order, condition and repair,\nconsistent with other first-class office buildings in the vicinity of the\nBuilding which are approximately the same size and same age as the Building.\n\n      15.03 Except as may otherwise be expressly provided in this lease,\nLandlord shall have no liability to Tenant by reason of any inconvenience,\nannoyance, interruption or injury to business arising from Landlord, Tenant or\nothers making or failing to make any repairs or changes which, with respect to\nLandlord, Landlord is required or permitted by this lease, or required by law to\nmake, in or to any portion of the Building or the Demised Premises, or in or to\nthe fixtures, equipment or appurtenances of the Building or the Demised\nPremises, provided that Landlord shall use due diligence in making any repairs\nand shall perform such repair work, except in case of emergency, at times\nreasonably convenient to Tenant and otherwise in such manner as will not\nmaterially interfere with Tenant's use of the Demised Premises; provided,\nhowever, the foregoing shall not require Landlord to perform any such repairs or\nchanges on an overtime or premium time basis except in the case of an Abatement\nEvent or, in Landlord's reasonable determination, actually threatens the health\nand safety of the occupants of the Demised Premises.\n\n                                   ARTICLE 16\n                                   ELECTRICITY\n\n      16.01 Subject to the terms of Section 16.09 below of this Article,\nLandlord shall furnish electrical service, on a demand load basis, of seven (7)\nwatts per rentable square foot of the Demised Premises at the electrical\ncloset(s) serving the Demised Premises, for use in the Demised Premises, other\nthan for the operation of the Building HVAC systems (as hereinafter defined).\n\n      16.02 (a)   For purposes of this Article:\n\n                  (i) \"USAGE\" shall mean actual usage of electricity in the\nDemised Premises as measured by the submeters to be installed by Landlord\npursuant to Exhibit G hereto for each calendar month or such other period as\nLandlord shall determine during the term of this lease and shall include the\nquantity and peak demand (kilowatt hours and kilowatts);\n\n                  (ii) \"LANDLORD'S RATE\" shall mean Landlord's average cost per\nkilowatt and average cost per kilowatt hour (including, in both cases, all\napplicable taxes, surcharges, demand charges, energy charges, fuel adjustment\ncharges, time of day charges and other charges, adjustments and sums payable in\nrespect thereof) of purchasing electric current for the Building from the\ncompany supplying electric current to the Building;\n\n\n                                       69\n\n\n                  (iii) \"BASIC COST\" shall mean the product of (a) Usage\nmultiplied by (b) the Landlord's Rate for the period that corresponds to the\nperiod during which Usage was measured.\n\n                  (iv) \"TENANT'S COST\" shall mean an amount equal to the sum of\n(a) the Basic Cost plus (b) three (3%) percent of the Basic Cost for Landlord's\noverhead and expenses in connection with submetering.\n\n            (b) Landlord shall, at Landlord's sole cost and expense, install one\nor more meters and other necessary equipment to measure the amount of Usage.\nWhere more than one meter measures the amount of Usage, Usage through each meter\nshall be totalized and billed conjunctively in accordance with the provisions of\nthis Article 16.\n\n      16.03 Landlord shall, from time to time but not more often than monthly,\nfurnish Tenant with an invoice indicating the period during which the Usage was\nmeasured and the amount of Tenant's Cost payable by Tenant to Landlord for such\nperiod. Within fifteen (15) days after receipt of each such invoice, Tenant\nshall pay the amount of Tenant's Cost set forth thereon to Landlord as\nadditional rent. In addition, if any tax is imposed upon Landlord by any\nmunicipal, state or federal agency or subdivision with respect to the purchase,\nsale or resale of electrical energy supplied to Tenant hereunder, Tenant agrees\nthat to the extent permitted by law, such taxes shall be passed on to Tenant and\nincluded in the bill to, and paid by, Tenant to Landlord, as additional rent.\n\n      16.04 Tenant hereby acknowledges that Landlord has made no\nrepresentation or warranty as to whether or not the electrical service described\nin subsections (i) and (iii) above is or will be sufficient or adequate for\nTenant's electrical needs from time to time during the term of this lease. In\naddition, Landlord shall not in any wise be liable or responsible to Tenant for\nany loss, damage, or expense that Tenant may sustain or incur if either the\nquantity or character of electrical service is changed, is no longer available,\nor is unsuitable for Tenant's requirements, except to the extent that such\nchange, unavailability or unsuitability is due to the intentionally wrongful\nacts or gross negligence of Landlord or its employees or agents.\n\n      16.05 In no event shall Tenant use or install any fixtures, equipment or\nmachines the use of which in conjunction with other fixtures, equipment and\nmachines in the Demised Premises would result in an overload of the electrical\ncircuits servicing the Demised Premises, provided that the electrical service\nprovided to the Demised Premises is no less than the service described in\nSection 16.01 above.\n\n     16.06  (a) Tenant covenants and agrees that, at all times, its use of\nelectric current shall never exceed the capacity of the feeders to the Building\nor the risers or wiring installation thereof, which shall not be less than the\ncapacity necessary to furnish the electric service described in Section 16.01\nabove. In connection therewith, Tenant expressly agrees that all installations,\nalterations and additions of and to the electrical distribution system within\nthe Demised Premises shall be subject to Landlord's prior written approval in\neach instance (which approval shall not be unreasonably withheld, conditioned or\ndelayed), and, if such approval shall be given, rigid conduit for risers only\nshall be permitted. If, in connection with any request for \n\n\n                                       70\n\n\nsuch approval, Landlord shall, in its sole judgment, determine that additional\nrisers, feeders, wiring installation or other equipment are required, Landlord\nshall, at the sole cost and expense of Tenant, install such additional risers,\nfeeders, wiring installations and other equipment that Landlord shall deem\nnecessary with respect thereto, provided, however, that, if Landlord shall\ndetermine, in its sole judgment, that the same will cause permanent damage or\ninjury to the Building or to the Demised Premises, cause or create a dangerous\nor hazardous condition, entail excessive or unreasonable alterations, repairs,\nor expense, materially interfere with, or materially disturb, the other tenants\nor occupants of the Building, or adversely affect Landlord's ability to supply\nor furnish electricity to other portions of the Building at any time during the\nterm of this lease, then Landlord shall not be obligated to make such\ninstallation, and Tenant shall not make the installation, alteration, or\naddition to the electrical distribution system within the Demised Premises with\nrespect to which Tenant requested Landlord's approval. All of the aforesaid\ncosts and expenses are chargeable and collectible as additional rent, and shall\nbe paid by Tenant to Landlord within fifteen (15) days after rendition of any\nbill or statement to Tenant therefor.\n\n            (b) Tenant shall furnish, install and replace, as required, all\nlighting tubes, lamps, bulbs and ballasts required in the Demised Premises, at\nTenant's sole cost and expense. Subject to Tenant's rights under Section 14.02\nabove, all lighting tubes, lamps, bulbs and ballasts so installed shall become\nLandlord's property upon the expiration or sooner termination of this lease.\nAdditionally, all fixtures, if same do not conform to the description set forth\nhereafter, shall be lamped and ballasted (or relamped and reballasted)\nthroughout the Demised Premises by Tenant at its expense as follows: T8 energy\nsaving fluorescent lamps, ballasted with energy saving electronic type ballasts,\nand incandescent fixtures shall be lamped with ER50W and ER75W type lamps.\n\n      16.07 In the event the meter(s) installed in the Demised Premises for\nthe measurement of electricity consumption in the Demised Premises or any\nalternative submetering system installed by Landlord at a later date, becomes\nprohibited (by applicable laws and\/or requirements of public authorities) from\nuse, then Landlord, at its expense, may cause an independent electrical engineer\nchosen by Landlord or an electrical consulting firm selected by Landlord\n(hereinafter referred to as the \"ELECTRICAL CONSULTANT\") to survey and determine\nUsage in, and Basic Cost for, the Demised Premises from time to time, at least\nonce per twelve (12) month period, and the Electrical Consultant shall make such\ndetermination using criteria generally accepted in the Metropolitan New York\nCity area and Landlord's Rate in effect at the time, and shall include the\nquantity and peak demand, for all electricity consumed by Tenant, plus three\n(3%) percent of the Basic Cost for Landlord's expenses and administration fees.\nThe determination made by the Electrical Consultant shall be binding on both\nLandlord and Tenant and such amount shall be deemed Tenant's Cost.\n\n      16.08 Notwithstanding anything in Section 16.07 to the contrary, Tenant\nshall have the right as hereinafter provided, to contest any amounts determined\nby the Electrical Consultant pursuant to Section 16.07 as shall be due to\nLandlord as a result of any such survey. In the event that Tenant fails to send\na written notice (hereinafter referred to as an \"OBJECTION NOTICE\") to Landlord\nwithin forty-five (45) days after the date of the Electrical Consultant's notice\ncontaining said Usage and Basic Cost, such notice shall become conclusive and\nbinding upon Tenant. If Tenant disputes any such notice by sending an Objection\nNotice within the time and in the \n\n\n                                       71\n\n\nmanner hereinbefore provided, then Tenant shall, at its sole cost and expense,\nhave the right to engage an electrical engineer or electrical consulting firm\n(hereinafter referred to as \"TENANT'S Consultant\") who shall promptly make a\nsurvey (hereinafter referred to as the \"DISPUTING SURVEY\") indicating Tenant's\nelectrical usage in the Demised Premises. In the event that Landlord and Tenant\nare unable to agree on the amount of Usage and Basic Cost within thirty (30)\ndays after the date Tenant furnishes Landlord with a copy of the Disputing\nSurvey, then the Electrical Consultant and Tenant's Consultant shall select a\nmutually acceptable electrical engineer or electrical consulting firm\n(hereinafter referred to as the \"THIRD CONSULTANT\") within ten (10) days after\nthe expiration of such thirty (30) day period. The Electrical Consultant and\nTenant's Consultant shall submit the dispute to the Third Consultant and the\ndetermination by the Third Consultant shall be conclusive and binding upon\nLandlord and Tenant, except that the Third Consultant's determination shall not\nbe less than or greater than the determinations of the Electrical Consultant and\nTenant's Consultant. During the pendency of any such dispute, Tenant shall pay\nto Landlord the amount set forth in the Electrical Consultant's notice until the\ndispute is finally determined in accordance with the provisions of this Section\nand, in the event that such final determination is less than the amount set\nforth in the Electrical Consultant's notice, Landlord shall, at Tenant's\nelection, refund to Tenant the amount of such excess payment or credit any such\nexcess against any amounts then due or becoming due to Landlord under this\nlease. The cost of the Third Consultant shall be borne equally by Landlord and\nTenant.\n\n      16.09 Provided that it is physically possible for Tenant to receive the\nelectric service described in Section 16.01 above directly from one or more of\nthe companies or providers then serving the area in which the Building is\nlocated, Landlord may discontinue the aforesaid service upon thirty (30) days'\nnotice to Tenant without being liable to Tenant therefor and without in any way\naffecting this lease or the liability of Tenant hereunder, and the same shall\nnot be deemed to be a lessening or diminution of services within the meaning of\nany law, rule, or regulation now or hereafter enacted, promulgated, or issued.\nIn the event that Landlord gives such notice of discontinuance, Landlord shall\npermit Tenant to receive such service directly from one of such companies or\nproviders and shall permit Landlord's wires and conduits, to the extent safely\ncapable, to be used for such purpose. Any additional wires, conduits, or other\nequipment necessary and proper in connection therewith shall be installed by\nLandlord in accordance with the terms of, and subject to the conditions\ncontained in this Article. In the event that Landlord exercises its rights under\nthis Section 16.09, then: (a) Tenant shall contract for such electrical service\ndirectly with the said company or provider for all of Tenant's electric current\nrequirements and (b) Landlord shall have no obligation to furnish electric\ncurrent to Tenant or the Demised Premises. Provided Tenant is diligently and in\ngood faith arranging to obtain electricity directly from said company or\nprovider, Landlord may not discontinue the electric service to the Demised\nPremises until Tenant is able to contract directly for, and actually receive,\nsuch electric service. All meters and all additional panel boards, feeders,\nrisers, wiring and other conductors and equipment which may be required to\nobtain electricity, of substantially the same quantity, quality and character as\nLandlord is obligated to furnish under Section 16.01, shall be installed by\nLandlord: (1) at Landlord's expense, if Landlord shall have discontinued\nfurnishing electricity to the Demised Premises voluntarily, or (2) at Tenant's\nexpense, if Landlord shall have been compelled to discontinue furnishing\nelectricity to the Demised Premises by reason of any act or omission of Tenant\n(other than the mere use of the Demised Premises for the purposes expressly\n\n\n                                       72\n\n\npermitted pursuant to subsection 2.01(a) above), or (3) at the equal expense of\nLandlord and Tenant if such discontinuance shall have been by compulsion of law\nor of any rule or regulation and not by reason of any act or omission of Tenant\n(other than the mere use of the Demised Premises for the purposes expressly\npermitted pursuant to subsection 2.01(a) above).\n\n      16.10 To assist Tenant in obtaining the benefits of Con Edison's Business\nIncentive Rate for its electricity consumption at the Demised Premises, Landlord\nshall execute the Business Incentive Rate Application (Riders F &amp; J), a copy of\nwhich is annexed hereto as Exhibit C. To the extent that Landlord shall receive\nany reduction in the cost of electricity as a result thereof, the Basic Cost\nshall be adjusted so that Tenant shall receive such reduction on a\ndollar-for-dollar basis with the reduction received by Landlord.\n\n                                   ARTICLE 17\n                     HEAT, VENTILATING AND AIR-CONDITIONING\n\n      17.01 For the purposes of this lease:\n\n            (a) \"HEATING SEASON\" shall mean October 15 through April 15;\n\n            (b) \"BUSINESS DAYS\" shall mean Mondays through Fridays, except such\ndays as are observed by the State or Federal government as legal holidays and\nthose days designated as holidays by the applicable building service union\nemployees contract (all of such holidays being hereinafter referred to as\n\"HOLIDAYS\");\n\n            (c) \"REGULAR HOURS\" shall mean the hours between 8:00 A.M. and 8:00\nP.M. on business days, and, with respect to heating service (as such term is\nhereinafter defined) only, between the hours between 9:00 A.M. and 1:00 P.M. on\nSaturdays, except for Saturdays that are Holidays; and\n\n            (d) \"AFTER HOURS\" shall mean, with respect to heating service, any\ntime other than regular hours during the Heating Season.\n\n      17.02 In accordance with, and subject to, the provisions of this Article,\nLandlord shall furnish heat to the Demised Premises (the \"HEATING SERVICE\")\nthrough the perimeter units presently located in the Demised Premises. The\nsystems through which Landlord so supplies the heating service to the Demised\nPremises are herein referred to as the \"BUILDING HV SYSTEMS.\"\n\n     17.03 At no additional cost to Tenant, but subject to energy conservation\nrequirements of governmental authorities, Landlord shall furnish adequate\nheating service during regular hours during the Heating Season. If Tenant shall\nrequire after hours heating service during the Heating Season, Landlord shall\nfurnish such after hours heating service but for such after hours heating\nservice on business days only, upon at least four (4) hours prior notice on such\nbusiness day, and for such after hours heating service on a day other than a\nbusiness day, only upon notice given not less than four (4) hours before the end\nof regular hours on the immediately preceding business day, and at Landlord's\nthen prevailing hourly charges for providing such service, which shall be paid\nby Tenant within fifteen (15) days after written demand as additional rent. As\nof \n\n                                       73\n\n\nthe date of this lease, the after hours heating service is $250 per hour. In the\nevent that such after hours heating service is requested and shared by Tenant\nand other tenants, the cost thereof shall be prorated, on a rentable square foot\nbasis among all tenants who have requested and who are sharing such after hours\nheating service. Notwithstanding anything contained in this lease which may be\ndeemed to the contrary, Landlord shall have no obligation to furnish after hours\nheating service other than during the Heating Season.\n\n      17.04 Use of the Demised Premises, or any part thereof, in a manner\nexceeding the design conditions (including occupancy and connected electrical\nload) specified for the Building's HV systems or rearrangement of partitioning\nwhich interferes with normal operation of the heating service in the Demised\nPremises, may require changes in the Building's HV Systems. Such changes, so\noccasioned, shall be made by Tenant, at its expense, subject to Landlord's prior\nwritten approval of such changes, which approval may be withheld for any reason.\nTenant shall not make any change, alteration, addition or substitution to the\nBuilding's HV systems without Landlord's prior written approval, which may be\nwithheld for any reason. Tenant shall keep or cause to be kept closed all\nwindows in the Demised Premises whenever the heating service is being provided.\nIn addition, Tenant agrees at all times to cooperate fully with Landlord and to\nabide by all reasonable regulations and requirements which Landlord may\nprescribe for the proper functioning and protection of the Building's HV\nsystems.\n\n      17.05 (a)   (i)   As part of Landlord's Work, Landlord is furnishing and\ninstalling air-cooled air-conditioning units, including fans, blowers, chilling\nequipment and thermostatic controls (collectively, the \"AC UNITS\"), as more\nparticularly described in Exhibit G hereto. As part of Tenant's Work, Tenant, at\nTenant's sole cost and expense, shall furnish, design, install and distribute\n(all within the Demised Premises) the ductwork and any other facilities,\nequipment and machinery required by Tenant to operate the AC Units\n(collectively, \"TENANT'S AC EQUIPMENT\") related to the AC Units, from the\nmechanical room in which the AC Units are installed by Landlord and shall, in\nconnection with such distribution, furnish, design, install, distribute and\nlocate Tenant's AC Equipment in accordance with the reasonable engineering,\ndesign and locational requirements of Landlord, if any. All Tenant's AC\nEquipment shall be installed by Tenant at its sole cost and expense and in\naccordance with, and subject to, the applicable provisions of this lease, and\nshall be located solely within the Demised Premises, except with the prior\nwritten consent of Landlord (which consent shall not be unreasonably withheld,\nconditioned or delayed), Tenant may connect the Tenant's AC Equipment on one (1)\nfloor of the Demised Premises to another floor of the Demised Premises, provided\nthat such floors are contiguous. In connection with such connection, Tenant\nshall not drill through the floor slabs of the Demised Premises without\nLandlord's prior written consent in each instance, which consent shall not be\nunreasonably withheld, conditioned or delayed and shall be subject to the\nprovisions of Section 14.05 above, Tenant hereby agreeing that it shall be\nreasonable for Landlord to withhold such consent if such connection can\nreasonably be made without drilling through the floor slabs of the Demised\nPremises.\n\n                  (ii) In addition to the AC Units, Tenant, at Tenant's expense,\nmay furnish and install additional air-cooled air-conditioning units\n(collectively, the \"SUPPLEMENTAL UNITS\") in the Demised Premises, to provide\nsupplemental air-conditioning to the Demised \n\n\n                                       74\n\n\nPremises. If Tenant so installs the Supplemental Units, Tenant, at Tenant's sole\ncost and expense, shall furnish, design, install and distribute (all within the\nDemised Premises) the ductwork, fans, blowers, chilling equipment, thermostatic\ncontrols and other facilities, equipment and machinery (collectively, \"TENANT'S\nSUPPLEMENTAL AC EQUIPMENT\") related to the Supplemental Units, and shall, in\nconnection with such distribution, furnish, design, install, distribute and\nlocate Tenant's Supplemental AC Equipment in accordance with the reasonable\nengineering, design and locational requirements of Landlord, if any. The\nSupplemental Units and all Tenant's Supplemental AC Equipment shall be installed\nby Tenant at its sole cost and expense and in accordance with, and subject to,\nthe applicable provisions of this lease, and shall be located solely within the\nDemised Premises, except as otherwise expressly permitted in the last sentence\nof subsection (i) above. For the purposes of this lease, AC Units shall include\nall Supplemental Units (if any) and Tenant's AC Equipment shall include all\nTenant's Supplemental AC Equipment (if any).\n\n                  (iii) The louvers and the location thereof, to be used in\nconnection with the AC Units shall be designated by Landlord.\n\n      (b)   Tenant shall, at its expense, properly and continuously maintain,\nrepair and cause any and all replacements of the AC Units and all Tenant's AC\nEquipment. To the extent assignable, Landlord shall assign to Tenant all\nmanufacturer's warranties and guaranties issued for the AC Units (other than the\nSupplemental Units). Tenant's obligation to maintain the AC Units and the\nTenant's AC Equipment shall include, but not be limited to, the periodic\ncleaning and\/or replacement of filters, replacement of fuses and belts, the\ncalibration of thermostats and all startup and shut down maintenance of the AC\nUnits and all Tenant's AC Equipment. Such maintenance obligations shall be\nperformed throughout the term of this lease, on Tenant's behalf, by a reputable\nair-conditioning maintenance company engaged by Tenant at its expense. In the\nevent Tenant shall fail to engage an air-conditioning maintenance company as\naforesaid, then, notwithstanding anything contained in this lease which may be\ndeemed to the contrary, and in addition to all of Landlord's other rights and\nremedies, Landlord may (but shall not be obligated to) perform such maintenance\nand\/or engage a competitively priced air-conditioning service company at\nTenant's expense to perform the aforesaid maintenance to the AC Units and\nTenant's AC Equipment, and Tenant shall pay as additional rent hereunder, within\nfifteen (15) days after Landlord's demand therefor, all expenses incurred by\nLandlord in connection therewith, which demand shall be accompanied by\nreasonable substantiating evidence of such expenses. Landlord may exercise the\nrights expressly provided for in the preceding sentence only after giving Tenant\nnotice of such failure and such failure continuing for ten (10) days after such\nnotice is given to Tenant, which ten (10) day period may be shortened, and which\nnotice requirement shall not be required, if an emergency condition exists and\nunder the circumstances the giving of such notice and\/or waiting ten (10) days\nis unreasonable. Landlord shall have the right, but not the obligation, at its\nexpense, to monitor and\/or supervise the maintenance and repair of the AC Units\nand the Tenant's AC Equipment, and Tenant shall, at its expense, follow all\nreasonable instructions of Landlord relating to such maintenance and repair.\nTenant shall surrender the AC Units, Tenant's AC Equipment and all repairs,\nadditions and replacements thereto and thereof to Landlord in good working order\nand condition on the expiration or sooner termination of this lease.\n\n\n                                       75\n\n\n      (c)   All electricity used in connection with the operation of the AC \nUnits and all Tenant's AC Equipment shall be measured by the metering system\ndescribed in Article 16 hereof and shall be supplied with electricity in\naccordance with, and subject to, all of the terms, covenants and conditions\ncontained in said Article 16. The AC Units and all Tenant's AC Equipment shall\nbe operated by Tenant at Tenant's sole cost and expense. Tenant shall control\nthe hours of operation of the AC Units, however, Tenant, immediately upon\nLandlord's request in the case of an emergency and upon prior reasonable (oral\nor written) notice in all other cases, shall stop service of the AC Units and\nthe Tenant's AC Equipment when necessary, by reason of accident or emergency or\nwhen necessary to maintain, or make repairs to, the Building or any of the\nBuilding's systems. Tenant shall operate the AC Units and the Tenant's AC\nEquipment in compliance with all applicable laws, orders and regulations,\nincluding, but not limited to, the New York State Energy Conservation Code, as\nthe same may be from time to time amended. Tenant shall indemnify and save\nLandlord harmless from and against all costs, expenses, fines, penalties,\nliabilities and damages which may be imposed upon Landlord by reason of Tenant's\n(or its contractors, subtenants, licensees, agents, servants, invitees or\nvisitors) failure to comply with the provisions of the preceding two sentences.\n\n      17.06 In no event may any window air-conditioning units be installed,\nmaintained or operated in any portion of the Demised Premises.\n\n                          ARTICLE 18 18\n              LANDLORD'S OTHER SERVICES; YEAR 2000\n\n      18.01 Landlord shall provide public elevator service, passenger and\nfreight, by elevators serving the floor on which the Demised Premises are\nsituated during regular hours of business days with respect to the passenger\nelevators, and during the hours (the \"FREIGHT ELEVATOR HOURS\") of 8:00 A.M. and\n5:00 P.M. (excluding a one (1) hour lunch break) on business days with respect\nto the freight elevator, and shall have at least two (2) passenger elevator\nsubject to call at all other times. Tenant acknowledges that Tenant's use of\nsuch freight elevator is non-exclusive and subject to scheduling by Landlord.\nSubject to the applicable provisions of this lease, at all times during the term\nof this lease the Phase I Portion, the Phase II Portion, the Phase III Portion\nand the Phase IV Portion shall be served by the same elevator bank.\n\n      18.02 Landlord shall cause the Demised Premises to be cleaned in\naccordance with the cleaning specifications annexed hereto as EXHIBIT F. Tenant\nshall pay to Landlord within fifteen (15) days after Landlord's demand the costs\nincurred by Landlord for (a) extra cleaning work in the Demised Premises\nrequired because of (i) misuse or neglect on the part of Tenant or its employees\nor visitors, (ii) use of portions of the Demised Premises for preparation,\nserving or consumption of food or beverages, data processing or reproducing\noperations (in excess of customary office usage), private lavatories or toilets\nor other special purposes requiring greater or more difficult cleaning work than\noffice areas, (iii) unusual quantity of interior glass surfaces, (iv)\nnon-building standard materials or finishes installed by Tenant or at its\nrequest, (b) the cleaning work described in Schedule 1 to Exhibit F, and (c) the\nremoval from the Demised Premises and the Building of any refuse and rubbish of\nTenant in excess of that ordinarily accumulated daily in the routine of business\noffice occupancy. Landlord, its cleaning contractor \n\n\n                                       76\n\n\nand their employees shall have after hours access to the Demised Premises and\nthe free use of light, power and water in the Demised Premises as reasonably\nrequired for the purpose of cleaning the Demised Premises in accordance with\nLandlord's obligations hereunder.\n\n      18.03 Landlord shall furnish adequate domestic hot and cold water to the\nfloor(s) on which the Demised Premises are located through the existing wet\ncolumns, for drinking, pantry, lavatory, make-up humidification and cleaning\npurposes. If Tenant uses water for any other purpose Landlord, at Tenant's\nexpense, may install meters to measure only Tenant's consumption of water for\nsuch other purposes, as the case may be, including the showers described in\nsubsection 2.01(b) above. Tenant shall pay for the quantities of cold water and\nhot water shown on such meters, at Landlord's cost thereof, within fifteen (15)\ndays of the rendition of Landlord's bills therefor.\n\n      18.04 Landlord, at its expense, shall maintain the listing on the\nBuilding directory of the names of Tenant and its permitted assignees and\nsublessees, and the names of any of their respective officers and employees,\nprovided that the names so listed shall not (for so long as such directory shall\nbe a directory containing fixed lettering) take up more than Tenant's\nProportionate Share of the number of lines on the Building directory. In the\nevent Tenant shall require additional listing on the Building directory,\nLandlord shall, to the extent space for such additional listing is available,\nmaintain such listings and Tenant shall pay to Landlord the then Building\nstandard charge for each such additional listing or any substitute listings. If\nLandlord installs a computerized directory for general use, Tenant may have\nTenant's Proportionate Share of the listings thereon, at no charge.\n\n      18.05 Landlord reserves the right, without any liability to Tenant,\nexcept as otherwise expressly provided in this lease, to stop operating any of\nthe heating, ventilating, air conditioning, electric, sanitary, elevator, or\nother building systems serving the Demised Premises, and to stop the rendition\nof any of the other services required of Landlord under this lease, whenever and\nfor so long as may be necessary, by reason of accidents, emergencies, strikes or\nthe making of repairs or changes which Landlord is required by this lease or by\nlaw to make or in good faith deems necessary, by reason of difficulty in\nsecuring proper supplies of fuel, steam, water, electricity, labor or supplies,\nor by reason of any other cause beyond Landlord's reasonable control. Landlord\nshall take reasonable steps to minimize any inconvenience to Tenant in\nconnection with such stoppage; provided, however, the foregoing shall not\nrequire Landlord to perform any such repairs or changes on an overtime or\npremium time basis except in the case of an Abatement Event or, in Landlord's\nreasonable determination, actually threatens the health and safety of the\noccupants of the Demised Premises.\n\n      18.06 Landlord agrees to use commercially reasonable efforts to: (a)\ninvestigate with its management and vendors the ability of the computer time\nclocks and software which operate and\/or control the Building equipment and\ntenant billings to continue to operate without unreasonable interruption or\ndisruption after December 31, 1999 (the \"MILLENNIUM Assessment\"); and (b)\nundertake commercially reasonable measures to fully address all potential\nproblems identified by the Millennium Assessment so as to avoid, unreasonable\ninterruption and\/or disruption to the operation of the Building equipment and\ntenant billings. Tenant and Landlord acknowledge that, notwithstanding\nLandlord's commercially reasonable efforts to \n\n\n                                       77\n\n\nprevent the same, problems may occur in connection with the operation of the\nBuilding's equipment and systems as a result of the Millennium Assessment and\nthat such problems, if any, will not excuse Tenant from fulfilling its duties\nand obligations under this Lease, render Landlord liable for damages of any type\nor nature or be considered a Landlord default hereunder.\n\n      18.07 (a)   If (i) Landlord fails to provide any service or make any\nrepair which Landlord is expressly obligated to furnish or make under this lease\n(other than whenever and for so long as may be necessary, by reason of\naccidents, emergencies, strikes; or the making of or performing any repairs,\nalterations, improvements, additions or changes which Landlord is required to\nmake or perform under this lease or by applicable laws and\/or requirements of\npublic authorities or requirements of insurance bodies, now or hereafter in\neffect, or which in good faith Landlord deems necessary; or by reason of\ndifficulty in securing proper supplies of fuel, steam, water, electricity, labor\nor supplies; or by reason of any other cause beyond Landlord's reasonable\ncontrol) (such failure being hereinafter referred to as an \"ABATEMENT EVENT\"),\nand such Abatement Event renders untenantable at least ten (10%) percent of the\nrentable area of the Demised Premises (excluding any portion of the Demised\nPremises that (I) is then vacant or (II) is occupied by any person or entity\n(other than the named Tenant) that is obligated to continue to pay its rent or\nother use or occupancy fees to Tenant regardless of the occurrence of the\nAbatement Event (such portion(s) of the Demised Premises being hereinafter\nreferred to as the \"EXCLUDED PORTIONS\")) (Landlord and Tenant hereby agreeing\nthat the Demised Premises (or the applicable portion thereof) shall be deemed\nuntenantable if the Abatement Event reasonably prevents Tenant from using the\nDemised Premises for the uses expressly permitted in this lease); (ii) Landlord\nreceives notice from Tenant of the Abatement Event and of the fact that Tenant\nis prevented from, and has actually ceased, so using at least ten (10%) percent\nof the rentable area of the Demised Premises (excluding any Excluded Portions)\nand has actually vacated at least ten (10%) percent of the rentable area of the\nDemised Premises (excluding any Excluded Portions) and of the specific portions\nof the Demised Premises that Tenant is prevented from, and has actually ceased,\nso using and has vacated (such notice being hereinafter referred to as the\n\"UNTENANTABILITY NOTICE\"); (iii) for at least ten (10) consecutive business days\nafter Landlord's receipt of the Untenantability Notice, and as a result of the\nAbatement Event, Tenant actually ceases using, and continues not to use, and has\nvacated, such specific portions of the Demised Premises and such specific\nportions comprise at least ten (10%) percent of the rentable area of the Demised\nPremises and do not include any Excluded Portions; (iv) the Abatement Event is\nnot the result of any act or omission of Tenant, or Tenant's employees, agents,\ncontractors or invitees, or of any person or entity claiming by, through or\nunder any of the foregoing; and (v)no Event of Default shall then exist, then,\nas Tenant's sole right and remedy, the rents payable by Tenant under this lease\nshall be reduced as provided in subsection (b) below. The Untenantability\nNotice, to be effective, shall specify (in reasonable detail) the portion(s) of\nthe Demised Premises (excluding any rentable area of any Excluded Portions)\nwhich is\/are untenantable as a result of the Abatement Event and the manner and\nrespects in which such portion is untenantable. Notwithstanding anything in this\nArticle which may be deemed to the contrary, in determining which portions of\nthe Demised Premises are untenantable, Excluded Portions shall not be\nconsidered, except that the Excluded Portions shall be included in determining\nthe total rentable area of the Demised Premises for the purposes of determining\nthe fraction of the total rentable area of the Demised Premises that is\nuntenantable. Notwithstanding anything contained in this\n\n\n                                       78\n\n\n\nsubsection (a) or in subsection (b) below to the contrary, the words \"for at\nleast ten (10) consecutive business days after Landlord's receipt of the\nUntenantability Notice, and\" shall be deemed omitted from clause (iii) above for\nan Abatement Event which results from the following situations, and for each of\nsuch Abatement Events which result from the following situations (each such\nsituation being herein referred to as a \"10 DAY EXCEPTION\"), the words \"which is\nthe eleventh (11th) consecutive business day after Landlord's receipt of the\nUntenantability Notice\" shall be deemed omitted from subsection (b) below and\nreplaced with the words \"which is the date on which Landlord receives the\nUntenantability Notice\":\n\n      1.    If Landlord fails to provide the heating service to the Demised\nPremises (or any portion thereof), but only with respect to the first time that\nLandlord is obligated to provide heating service to the Demised Premises (so\nthat if Tenant first occupies the Demised Premises prior to the first (1st) day\nof a Heating Season and Landlord fails to provide heating service to the Demised\nPremises (or any portion thereof) the first time heating service is required,\nthen the 10 Day Exception shall apply; but if Landlord provides heating service\nto the Demised Premises the first time heating service is required (E.G., on\nOctober 23), but on January 5 of the same Heating Season the heating service is\ninterrupted, the 10 Day Exception would not apply;\n\n      2.    If Landlord fails to furnish the electric service required under \nSection 16.01 above as a result of Landlord's failure to substantially complete\nthe Post-Commencement Landlord's Work described in Paragraph 1 of Part II of\nExhibit G below; and\n\n      3.    If Tenant cannot occupy for the conduct of its business any portion\nof the Demised Premises as a result of Landlord's failure to substantially\ncomplete the Post-Commencement Landlord's Work described in Paragraph 4 of Part\nII of Exhibit G below,\n\nit being understood and agreed that the foregoing situations shall only result\nin a 10 Day Exception and that all of the other conditions to the reduction of\nrent provided for in subsection (b) below shall apply to said situations, except\nthat for situations 1 and 2 above, the phrase \"actually ceases using, and\ncontinues not to use, and has vacated,\" as such phrase is used in clause (iii)\nabove and as such phrase (or words similar to such phrase) is used in other\nprovisions of this Section, shall be deemed to include, in the alternative, a\nrequirement, condition or event, as the case may be, that the portion of the\nDemised Premises is not used, and continues not to be used, since Tenant may not\nhave initially occupied the portion of the Demised Premises in question at the\ntime of the Abatement Event and, therefore, cannot \"cease\" using same.\n\n            (b)   Provided that the conditions described in clauses (i) through\n(v) of subsection (a) above have been satisfied, during the period (the\n\"ABATEMENT PERIOD\") commencing on the date (the \"ABATEMENT COMMENCEMENT DATE\")\nwhich is the eleventh (11th) consecutive business day after Landlord's receipt\nof the Untenantability Notice, and ending on the last day that the Demised\nPremises (or the applicable portion thereof) is untenantable as a result of the\nAbatement Event (such last day being hereinafter referred to as the \"ABATEMENT\nEXPIRATION Date\"), the fixed rent, Tax Payment and Operating Expense Payment\npayable by Tenant under this lease that are attributable to the Abatement Period\nshall be reduced by an amount (the \"ABATEMENT AMOUNT\") equal to (i) the annual\nfixed rent, Tax Payment and the \n\n\n                                       79\n\n\n\nOperating Expense Payment, per rentable square foot, payable during, or\nattributable to, the Abatement Period, divided by (ii) 365, and multiplied by\n(iii) the number of days during the Abatement Period, and multiplied further by\n(iv) the rentable area of the portion of the Demised Premises that is so\nuntenantable (as such area may change from time to time), excluding the rentable\narea of any Excluded Portions. Notwithstanding anything contained in this\nArticle to the contrary, the Abatement Period shall end with respect to the\nportion(s) of the Demised Premises in question, and the Abatement Expiration\nDate shall be deemed to have occurred with respect to such portions, on the date\nthat either Tenant, or any person or entity claiming by, through or under Tenant\nresumes using or occupying such portion(s) of the Demised Premises for any\nreason (other than for inspection purposes, but including the performance of any\nChanges), or on the date that the continuation of the untenantability results\nfrom any act or omission of Tenant, or Tenant's employees, agents, contractors\nor invitees, of any person or entity claiming by, through or under any of the\nforegoing. In addition, and notwithstanding anything contained in this Article\nto the contrary, the Abatement Period shall end for all portions of the Demised\nPremises, and the Abatement Expiration Date shall be deemed to have occurred for\nall portions of the Demised Premises, on the date that an Event of Default\noccurs (the ending of the Abatement Period and the occurrence of the Abatement\nExpiration Date, being in addition to all of Landlord's other rights and\nremedies in respect of such default).\n\n            (c)   Notwithstanding anything contained in this Article to the\ncontrary, the provisions of Article 22 of this lease shall supercede this\nArticle and shall govern, if the Abatement Event results from a fire or other\ncasualty. If it is not clear whether or not an Abatement Event results from a\nfire or other casualty as opposed to any other cause, then the presumption shall\nbe that the Abatement Event resulted from a fire or other casualty.\n\n            (d)   Notwithstanding anything contained in subsection (a) above to\nthe contrary, if within five (5) business days after Tenant gives the\nUntenantability Notice to Landlord, Landlord notifies Tenant that Landlord\ndisputes Tenant's contention that at least ten (10%) percent of the rentable\narea of the Demised Premises is untenantable, or that such untenantability\nresulted from an Abatement Event, or that Tenant is entitled to the abatements\nset forth in this Article, Tenant shall not be entitled to any reduction of the\nannual fixed rent, the Tax Payment or the Operating Expense Payment until such\ntime as Landlord and Tenant agree, in writing, on such reduction, or, if\nLandlord and Tenant fail to so agree within twenty (20) days after Landlord so\nnotifies Tenant, until such time as such dispute is settled by arbitration,\npursuant to subsection (e) below, in Tenant's favor, it being agreed that Tenant\nshall have the right to submit such dispute to arbitration pursuant to said\nsubsection (e) within ninety (90) days after the last day of the twenty (20) day\nperiod hereinbefore described. If Landlord and Tenant fail to so agree and\nTenant fails to submit such dispute to arbitration within the time period\nhereinbefore set forth, such dispute shall be deemed resolved in Landlord's\nfavor, and Tenant shall not be entitled to any reduction or abatement of annual\nfixed rent, Tax Payment or Operating Expense Payment. Furthermore, if the annual\nfixed rent, the Tax Payment or the Operating Expense Payment is reduced pursuant\nto subsections (a) and (b) above or this subsection (d), and thereafter Landlord\ngives to Tenant a notice (the \"ABATEMENT EXPIRATION NOTICE\") stating that less\nthan ten (10%) percent of the rentable area of the Demised Premises is then\nuntenantable, or that one (1) or more of the portions of the Demised Premises in\nquestion \n\n\n                                       80\n\n\n\nare not, or are no longer, untenantable, or that the untenantability which\nentitled Tenant to such reduction of annual fixed rent no longer results from\nthe Abatement Event, then the Abatement Period (with respect to the applicable\nportions of the Demised Premises) shall be deemed to have ended on the date\nwhich is the earliest to occur of any of the foregoing events, unless Tenant\nnotifies Landlord that Tenant disputes Landlord's contention that any of such\nevents has occurred, and either (i) Landlord or Tenant agree otherwise in\nwriting, or (ii) if Landlord and Tenant fail so to agree within twenty (20) days\nafter Tenant so notifies Landlord, such dispute is settled by arbitration,\npursuant to said subsection (e), in Tenant's favor, it being agreed that Tenant\nshall have the right to submit such dispute to arbitration pursuant to said\nsubsection (e) within ninety (90) days after the last day of the twenty (20) day\nperiod hereinbefore described. If Landlord and Tenant fail so to agree and\nTenant fails to submit such dispute to arbitration within the time period\nhereinbefore set forth, Tenant shall not be entitled to any further reduction of\nannual fixed rent, the Tax Payment or the Operating Expense Payment as provided\nin the Abatement Expiration Notice.\n\n            (e)   Tenant may request arbitration of the matters described in\nsubsection (d) above, subject to the provisions of said subsection (d), by\nnotice from Tenant to Landlord, in the City of New York in accordance with the\nthen prevailing Expedited Procedures (the \"EXPEDITED PROCEDURES\") of the\nArbitration Rules for the Real Estate Industry of the American Arbitration\nAssociation (or successor thereto) (presently Rules 56 through 60, as same may\nbe amended from time to time). The decision of the arbitrator shall be final and\nconclusive. Subject to the terms of the immediately succeeding sentence,\njudgment on the decision rendered by the arbitrator may be entered in any court\nhaving jurisdiction thereof. In rendering such decision, the arbitrator shall\nnot add to, subtract from, or otherwise modify the provisions of this lease. The\nfees and expenses of such arbitration shall be borne by the unsuccessful party,\nhowever, each party shall be responsible for the fees and expenses of its\nattorneys and witnesses.\n\n            (f)   The rights and remedies of Tenant expressly set forth in this\nArticle shall be Tenant's only rights and remedies in respect of an Abatement\nEvent.\n\n                                  ARTICLE 19 19\n                  ACCESS, CHANGES IN BUILDING FACILITIES, NAME\n\n      19.01 Except for the inside surfaces of all walls, windows and doors\nbounding the Demised Premises, including exterior building walls, core corridor\nwalls and doors and any core corridor entrances and any space in or adjacent to\nthe Demised Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts,\nelectric or other utilities, sinks, elevators, fire stairs or other building\nfacilities and systems, and the use thereof, as well as access thereto through\nthe Demised Premises for the purpose of operation, maintenance, decoration and\nrepair, are reserved to Landlord, except that Landlord shall make available to\nTenant, within horizontal and vertical shafts from the basement service entrance\nof the Building to the Building's core on any floor of the Demised Premises, as\nselected by Tenant, sufficient space so as to allow Tenant to install in such\nshafts two (2) four inch conduits to carry Tenant's telecommunications and data\ncabling. In addition, Landlord shall make available to Tenant within a vertical\nshaft from the Building's core on any floor of the Demised Premises, as selected\nby Tenant, to the roof, for use in connection \n\n\n                                       81\n\n\nwith the operation of the Equipment (as defined in Article 41 below), sufficient\nspace so as to allow Tenant to install in such shafts, risers and electricity\nsupply lines and data and other cables to the Equipment.\n\n      19.02 Tenant shall permit Landlord to install, use, replace, repair and\nmaintain pipes, ducts and conduits within the demising walls (as of the\nCommencement Date, with respect to the Phase I Portion , as of the Phase II\nEffective Date, with respect to the Phase II Portion, as of the Phase III\nEffective Date, with respect to the Phase III Portion, and as of the Phase IV\nEffective Date, with respect to the Phase IV Portion), bearing columns and\nceilings of the Demised Premises provided same are substantially concealed\nwithin same and Landlord repairs any damage to the Demised Premises caused by\nsuch installation, use, replacements, repair or maintenance.\n\n      19.03 Landlord or Landlord's agent shall have the right, upon reasonable\nadvance request (except in emergency as hereafter provided where no request need\nbe made) to enter and\/or pass through the Demised Premises or any part thereof,\nexcept for areas that Tenant has identified to Landlord in writing where money\nor other valuables are kept (hereinafter referred to as \"SECURITY AREAS\") at\nreasonable times during reasonable hours, (i) to examine the Demised Premises\nand to show them to the fee owners, lessors of superior leases, holders of\nsuperior mortgages, or prospective purchasers, mortgagees or lessees of the\nBuilding as an entirety, and (ii) for the purpose of making such repairs or\nchanges in or to the Demised Premises or in or its facilities, as may be\nprovided for by this lease or as may be mutually agreed upon by the parties or\nas Landlord may be required to make by law or in order to repair and maintain\nsaid structure or its fixtures or facilities. Landlord shall be allowed to take\nall materials into and upon the Demised Premises that may be reasonably required\nfor such repairs, changes, repainting or maintenance to the Demised Premises\nonly, without liability to Tenant, but Landlord shall not unreasonably interfere\nwith Tenant's use of the Demised Premises. Landlord shall also have the right to\nenter on and\/or pass through the Demised Premises, or any part thereof, at such\ntimes as such entry shall be required by circumstances of emergency affecting\nthe Demised Premises or the Building. In such circumstances of emergency, a\npoliceman or fireman shall accompany Landlord's entry into any security area\nwhenever possible and Landlord will give Tenant prompt notice after such entry.\n\n      19.04 During the period of eighteen (18) months prior to the Expiration\nDate Landlord may, upon reasonable advance notice, exhibit the Demised Premises\nto prospective tenants.\n\n      19.05 Landlord reserves the right, at any time, without incurring any\nliability to Tenant therefor, and without it constituting an actual or\nconstructive eviction, to make such changes in or to the Building and the\nfixtures and equipment thereof, as well as in or to the size, composition,\nnumber, arrangement or location of the public entrances, doors, doorways, halls,\npassages, elevators, escalators and stairways and other public portions thereof,\nas it may deem necessary or desirable, provided that (a) the services required\nto be provided to Tenant pursuant to the provisions of this lease shall not be\nadversely affected, and (b) the size of the Demised Premises shall not be\nreduced and (c) Tenant shall, at all times, have ingress and egress to and from\nthe Building and the Demised Premises.\n\n\n                                       82\n\n\n\n      19.06 (a)   (i)   For the purposes of this lease, \"OCCUPANCY REQUIREMENT\"\nshall mean that this lease is in full force and effect, that no Event of Default\nexists and that the Tenant named herein or a person that is a Related Entity to\nthe Tenant named herein or a successor to the Tenant named herein (or to a\nRelated Entity of the Tenant named herein) after a Stock Transfer, is the then\nTenant under this lease and occupies, for its own account, rentable area in the\nBuilding of no less than an amount equal to ninety (90%) percent of the Phase I\nPortion (to the extent that the Phase I Portion constitutes the Demised Premises\nor a part of the Demised Premises), and after all of the Phase I Portion is (or\nis part of) the Demised Premises, no less than an amount equal to the greater of\n(A) 70,000 rentable square feet, and (B) ninety (90%) percent of the difference\nbetween (1) the rentable area of all of the then Demised Premises, and (2)\n60,000 rentable square feet (except to the extent that such failure to occupy is\ndue to a fire or other casualty, a temporary condemnation or a constructive\neviction).\n\n                  (ii) Landlord may adopt any name for the Building, except that\nduring that portion of the term of this lease that the Occupancy Requirement is\nsatisfied, Landlord shall not adopt as the name the Building either (A) the name\nof any company whose primary business is then in direct competition with the\nthen primary business of Tenant, or (B) the names of the following companies:\nMicrosoft, Yahoo, Lycos, Excite@home, Disney\/Go Network (as opposed to any\ncompany that includes the name \"Disney\"), Ask Jeeves, Look Smart, Priceline,\nAmazon or iVillage, regardless (in the case of this clause (B)) of whether or\nnot the primary business of such companies is in direct competition with the\nprimary business of Tenant (Tenant hereby acknowledging that Landlord is not\nacknowledging or agreeing that the primary business of any of such companies is\nor is not in direct competition with the primary business of Tenant). Landlord\nreserves the right to change the name (subject to the preceding sentence) or\naddress of the Building at any time. The names that Landlord may not adopt for\nthe Building pursuant to this subsection (ii) are herein referred to as the\n\"RESTRICTED NAMES,\" and the companies described or referred to in clauses (A)\nand (B) above are hereinafter referred to as \"RESTRICTED COMPANIES.\" For the\npurposes of this Section, \"adopting a name for the Building\" shall include the\nplacing of an identification sign or plaque of the name in question on the\nexterior of the Building, but shall not include the banners or the \"Exterior\nSigns\" described in Article 45 below.\n\n               (iii) For the purposes of subsection 19.06(a)(ii)(A) above, if\nLandlord notifies Tenant of a name that Landlord desires to adopt for the\nBuilding, and Tenant fails to notify Landlord within fifteen (15) days (TIME\nBEING OF THE ESSENCE) after Landlord gives such notice to Tenant that Tenant\nbelieves that the name that Landlord desires to adopt is a Restricted Name, then\nTenant shall be deemed to have waived such prohibition with respect to such\nname. In addition, if Tenant has not so waived such prohibition, and except as\notherwise provided in subsection (iv) below, if the Occupancy Requirement is\nsatisfied and Landlord and Tenant cannot agree that a name is or is not a\nRestricted Name, then either party may request arbitration of such matter, by\nnotice from such party to the other, in the City of New York in accordance with\nthe then Expedited Procedures, and the other party shall submit to such\narbitration in accordance with the rules thereof. The decision of the arbitrator\nshall be final and conclusive, and judgment on the decision rendered by the\narbitrator may be entered in any court having jurisdiction thereof. In rendering\nsuch decision, the arbitrator shall not add to, subtract from, or otherwise\nmodify the provisions of this lease. The fees and expenses of such arbitration\n\n\n                                       83\n\n\nshall be borne by the unsuccessful party, however, each party shall be\nresponsible for the fees and expenses of its attorneys and witnesses.\n\n                  (iv) Notwithstanding the foregoing, if at any time during the\nterm of this lease the Occupancy Requirement is not satisfied, and Landlord\nadopts a name for the Building that would have been prohibited but for the fact\nthat the Occupancy Requirement was not satisfied, and thereafter the Occupancy\nRequirement is again satisfied, Landlord shall not be obligated to rename or\nunname the Building.\n\n            (b) Notwithstanding anything contained in this lease to the\ncontrary, if Landlord leases space in the Building to a Restricted Company,\nLandlord may permit such Restricted Company to install a plaque on the exterior\nof the Building that indicates a Restricted Name (such a plaque being\nhereinafter referred to as a \"RESTRICTED COMPANY PLAQUE\"). If a Restricted\nCompany Plaque is so installed, then in addition to Tenant's rights under\nSection 43.02 below, but provided the Occupancy Requirement is, and remains\nsatisfied, Landlord, at the request of Tenant and at the sole cost and expense\nof Tenant (which cost and expense shall be reimbursed to Landlord by Tenant\nwithin fifteen (15) days after Landlord's demand therefor), and subject to the\nterms and conditions of this Article and otherwise in compliance with all laws\nand\/or requirements of public authorities, shall install a plaque containing\nTenant's name and\/or registered or official logo, having a size that is\napproximately the same size as the other Restricted Company Plaques, and made of\na material Landlord determines shall be in keeping with the design and character\nof the Building and in a location of substantially comparable prominence as the\nother Restricted Company Plaques, as reasonably determined by Landlord.\nLandlord, at Tenant's sole cost and expense, shall maintain its plaque during\nthe Term (and any extensions thereof) or until earlier termination of this lease\nand Tenant shall pay such costs and expenses (as additional rent) within fifteen\n(15) days after the date of notice from Landlord. In the event that Landlord\nshall deem it necessary in its sole reasonable judgment because of deterioration\nor damage to such plaque, Tenant shall replace such plaque with a new plaque\nwith the same specifications (unless otherwise approved by Landlord) within\nfifteen (15) days after the date of notice from Landlord. At Landlord's option,\nLandlord may, at Tenant's sole cost and expense, remove the plaque and repair\nall damage to the Building caused thereby, in the event that at any time (i) the\nOccupancy Requirement is not satisfied, or (ii) there are no Restricted Company\nPlaques on the exterior of the Building. In the event that Landlord shall deem\nit necessary to remove Tenant's plaque in order to (x) make repairs, alterations\nor improvements in, to or upon, the Building; or (y) comply with any law or\nrequirement of public authorities or (z) comply with any agreement between\nLandlord and a third party, including, without limitation, superior mortgages or\nsuperior leases, then the Landlord shall have the right to do so at Landlord's\nsole cost and expense, provided that if the applicable law or requirement of\npublic authority permits the plaque to be restored, same is restored as promptly\nas is reasonably practicable. For so long as the Occupancy Requirement is\nsatisfied, there shall be no more than two (2) Restricted Company Plaques, plus\nTenant's plaque on the exterior of the Building, except that during such time as\nthe Occupancy Requirement is satisfied but Tenant is otherwise not permitted to\nhave (and, in fact, does not have) its plaque on the exterior of the Building\npursuant to this Article, there shall be no more than three (3) Restricted\nCompany Plaques on the exterior of the Building.\n\n\n                                       84\n\n\n            (c) Subject to the applicable provisions of this lease, including\nArticles 13 and 14, there shall be no restriction on signage within the Demised\nPremises.\n\n      19.07 For the purposes of Article 19, the term \"Landlord\" shall include\nlessors of leases and the holders of mortgages to which this lease is subject\nand subordinate as provided in Article 7.\n\n      19.08 Any reservation in this lease of a right by Landlord to enter upon\nthe Demised Premises and to make or perform any repairs, alterations or other\nwork in, to or about the Demised Premises which, in the first instance, is the\nobligation of Tenant pursuant to this lease shall not be deemed to: (i) impose\nany obligation on Landlord to do so, (ii) render Landlord liable (to Tenant or\nany third party) for the failure to do so, or (iii) relieve Tenant from any\nobligations to indemnify Landlord as otherwise provided elsewhere in this lease\n\n      19.09 Landlord agrees that, subject to the provisions of Section 21.03,\naccess to the Demised Premises and the Building will be available to Tenant 24\nhours per day, 7 days per week, subject to Landlord's reasonable security\nmeasures for the Building. A lobby desk shall be located in the Building lobby\nand shall be staffed 24 hours per day, 7 days per week.\n\n      19.10 Tenant, at Tenant's sole cost and expense, shall directly arrange\nand contract with an internet service provider (an \"ISP\") to provide internet\nservice to the Demised Premises and with a T-1 service provider (a \"T-1\nPROVIDER\") to provide T-1 service to the Demised Premises. Tenant's ISP and T-1\nProvider shall be subject to Landlord's prior written approval (which approval\nshall not be unreasonably withheld, conditioned or delayed, except that if the\nproposed ISP is the then ISP designated by Landlord for the Building or if the\nproposed T-1 Provider is the then T-1 Provider designated by Landlord for the\nBuilding (both of which providers, on the date of this lease, is Eureka\nCommunications, a non-exclusive provider of both such services in the Building),\nsuch approval shall be deemed given. All wiring and related work required to be\nperformed within the Demised Premises to allow Tenant to access such internet\nservice and T-1 service, and all fees and charges charged by the ISP and the T-1\nProvider, shall be paid directly to Tenant's ISP and T-1 Provider by Tenant.\n\n                                   ARTICLE 20\n                               NOTICE OF ACCIDENTS\n\n      20.01 Tenant shall give notice to Landlord, promptly after Tenant learns\nthereof, of (i) any accident in or about the Demised Premises for which Landlord\nmight be liable, (ii) all fires in the Demised Premises, (iii) all damages to or\ndefects in the Demised Premises, including the fixtures, equipment and\nappurtenances thereof, for the repair of which Landlord might be responsible,\nand (iv) all damage to or defects in any parts or appurtenances of the\nBuilding's sanitary, electrical, heating, ventilating, air- conditioning,\nelevator and other systems located in or passing through the Demised Premises or\nany part thereof. Tenant's failure to give such prompt notice to Landlord shall\nnot relieve Landlord of any of its obligations under this lease, provided,\nhowever, Tenant shall indemnify and save harmless Landlord and its agents\nagainst and from any and all costs, expenses, damages, judgments, claims and\nother liability of Landlord or its agents \n\n\n                                       85\n\n\nreasonably incurred or paid by Landlord or its agents as a result of Tenant's\nfailure to give such prompt notice, and provided further, that if Landlord is\ndelayed in performing its obligations under this lease as a result of Tenant's\nfailure to give such prompt notice, any rights or remedies Tenant may otherwise\nhave against Landlord shall be correspondingly delayed.\n\n                                   ARTICLE 21\n                        NON-LIABILITY AND INDEMNIFICATION\n\n      21.01 Neither Landlord nor any agent or employee of Landlord shall be\nliable to Tenant for any injury or damage to Tenant or to any other person or\nfor any damage to, or loss (by theft or otherwise) of, any property of Tenant or\nof any other person, irrespective of the cause of such injury, damage or loss,\nit being understood that no property, other than such as might normally be\nbrought upon or kept in the Demised Premises as an incident to the reasonable\nuse of the Demised Premises for the purpose herein permitted, will be brought\nupon or be kept in the Demised Premises, except to the extent caused by the\nintentionally wrongful act or gross negligence of Landlord, its agents or\nemployees.\n\n      21.02 (a)   To the extent that Landlord shall not be entitled to\nreimbursement from insurance proceeds and subject to the provisions of Section\n11.03 above, Tenant shall indemnify and save harmless Landlord and its agents\nagainst and from (i) any and all claims (x) arising from (A) the conduct or\nmanagement of the Demised Premises or of any business therein, (B) any default\nunder, or breach or, any of the terms, covenants or conditions of this lease on\nTenant's part to observe, perform or comply with, or (C) any work done, or any\ncondition created (other than by Landlord for Landlord's or Tenant's account) in\nor about the Demised Premises during the term of this lease or during the period\nof time, if any, prior to the Commencement Date that Tenant may have been given\naccess to the Demised Premises or during the period of time after the expiration\nof the term of this lease that Tenant, or any person or entity claiming by,\nthrough or under Tenant, remains in possession or occupancy of the Demised\nPremises or any portion thereof, or (y) arising from any negligent or otherwise\nwrongful act or omission of Tenant or any of its subtenants or licensees or its\nor their employees, agents or contractors even if the claims described in (x) or\n(y) above arise out of the concurrent negligence of Landlord, and (ii) all\nreasonable costs, expenses and liabilities incurred in or in connection with\neach such claim or action or proceeding brought thereon. In case any action or\nproceeding be brought against Landlord by reason of any such claim, Tenant, upon\nnotice from Landlord, shall resist and defend such action or proceeding by\nattorneys reasonably acceptable to Landlord, Landlord agreeing that the\nattorneys for the insurance company providing Tenant's insurance are acceptable.\nIn no event shall Landlord be entitled to make a claim for consequential damages\nunder this subsection (a).\n\n            (b) To the extent that Tenant shall not be entitled to reimbursement\nfrom insurance proceeds and subject to the provisions of Section 11.03 above,\nLandlord shall indemnify and save harmless Tenant and its agents against and\nfrom (i) any and all claims (x) arising from (A) the conduct or management of\nthe Building (other than the Demised Premises) or of any business therein, or\n(B) any work or thing whatsoever done, or any condition created (other than by\nTenant) in or about the Building (other than the Demised Premises) during the\nterm of this lease, or (y) arising from any negligent or otherwise wrongful act\nor omission of Landlord or any of its tenants or licensees or its or their\nemployees, agents or contractors if, and \n\n\n                                       86\n\n\nonly if, the claims described in (x) or (y) above arise out of the sole\nnegligence, gross negligence or willful misconduct of Landlord or its agents and\nemployees, and (ii) all reasonable costs, expenses and liabilities incurred in\nor in connection with each such claim or action or proceeding brought thereon.\nIn case any action or proceeding be brought against Tenant by reason of any such\nclaim, Landlord, upon notice from Tenant, shall resist and defend such action or\nproceeding by attorneys reasonably acceptable to Tenant, Tenant agreeing that\nthe attorneys for the insurance company providing Landlord's insurance are\nacceptable. In no event shall Tenant be entitled to make a claim for\nconsequential damages under this subsection (b).\n\n      21.03 Except as otherwise expressly provided in this lease, this lease\nand the obligations of Tenant hereunder shall be in no wise affected, impaired\nor excused because Landlord is unable to fulfill, or is delayed in fulfilling,\nany of its obligations under this lease by reason of strike, other labor\ntrouble, governmental pre-emption or priorities or other controls in connection\nwith a national or other public emergency or shortages of fuel, supplies or\nlabor resulting therefrom, acts of God or other like cause beyond Landlord's\nreasonable control.\n\n                                   ARTICLE 22\n                              DESTRUCTION OR DAMAGE\n\n      22.01 If the Building or the Demised Premises shall be partially damaged\nor partially destroyed by fire or other cause, the fixed rent and the additional\nrent payable under Article 5 hereof shall be abated to the extent that the\nDemised Premises shall have been rendered untenantable or inaccessible, for the\nperiod from the date of such untenantability or inaccessibility to the date the\ndamage shall be repaired or restored to the extent necessary to make the Demised\nPremises tenantable and accessible. If the Demised Premises 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 or inaccessible on account of fire or other cause, the fixed rent\nand the additional rent payable under Article 5 hereof shall abate as of the\ndate of the damage or destruction or untenantability, as the case may be,\nthrough the date that is three (3) business days after the date on which the\nrepairs to the Building and the Demised Premises having been substantially\ncompleted to the extent necessary to make the Demised Premises tenantable and\naccessible, provided, however, that if Tenant, or any person or entity claiming\nby, through or under Tenant, or any person or entity claiming by, through or\nunder Tenant, occupies a portion of the Demised Premises for the conduct of its\nbusiness during the period the restoration work is taking place and prior to the\ndate that the same are made tenantable, the fixed rent and such additional rent\nattributable to the portions of the Demised Premises so occupied, on a per\nrentable square foot basis, shall be reinstated from and after the date of such\noccupancy.\n\n      22.02 If the Building or the Demised Premises shall be partially or\ntotally damaged or destroyed by fire or other cause, then, provided this lease\nshall not have been terminated as in Section 22.03 below provided, Landlord\nshall repair the damage with reasonable dispatch after notice to it of the\ndamage or destruction; provided, however, that Landlord shall not be required to\nrepair or replace any of Tenant's Property nor to repair or restore any Tenant's\nWork or Changes.\n\n\n                                       87\n\n\n      22.03 If the Building shall be totally damaged or destroyed by fire or\nother cause, or if the Building shall be so damaged or destroyed by fire or\nother cause (whether or not the Demised Premises are damaged or destroyed) as to\nrequire a reasonably estimated expenditure of more than twenty-five (25%)\npercent of the full insurable value of the Building immediately prior to the\ncasualty, then in either such case Landlord may terminate this lease by giving\nTenant notice to such effect within ninety (90) days after the date of the\ncasualty. In case of any damage or destruction mentioned in this Article Tenant\nmay terminate this lease, by notice to Landlord, if Landlord has not\nsubstantially completed the making of the required repairs within twelve (12)\nmonths after the date of such damage or destruction, which twelve (12) month\nperiod shall be extended for up to three (3) months if Landlord is delayed in\nmaking such repairs by adjustment of insurance, labor trouble, governmental\ncontrols, act of God, or any other cause beyond Landlord's reasonable control\n(such twelve (12) month period, as same may be so extended by up to an\nadditional three (3) months, being hereinafter referred to as the \"RESTORATION\nPERIOD\"). For Tenant's notice of termination to be effective, it must be sent\nwithin forty-five (45) days after the last day of the Restoration Period, TIME\nBEING OF THE ESSENCE. In addition, if any damage or destruction mentioned in\nthis Article occur, and Landlord does not elect to terminate this lease as\nprovided in this Section 22.03, then, provided Tenant has not elected to\nterminate this lease pursuant to clause (B) below, within sixty (60) days after\nsuch fire or other cause, Landlord shall deliver to Tenant a statement (the\n\"CONTRACTOR'S STATEMENT\") from a contractor, construction manager, architect or\nengineer, reasonably selected by Landlord, that sets forth such contractor's,\nconstruction manager's, architect's or engineer's good faith estimate as to when\nthe repairs described in Section 22.02 above will be substantially complete. The\nContractor's Statement shall be without any representation or warranty on the\npart of, or recourse against, Landlord or the person or entity that actually\ngives such statement, except for Tenant's right to terminate this lease as\nexpressly hereinafter provided in the event that such statement is incorrect.\nNotwithstanding anything contained in this Article 22 to the contrary, (A) if\nsuch contractor, construction manager, architect or engineer estimates that the\nrepairs described in Section 22.02 above will be substantially complete more\nthan twelve (12) months after the date of such damage or destruction, or (B) if\nthe Demised Premises shall be totally damaged or destroyed by fire or other\ncause during the last eighteen (18) months of the term of this lease, then,\nTenant, as Tenant's sole right and remedy, may elect to terminate this lease by\nwritten notice to Landlord (such notice being hereinafter referred to as a\n\"TENANT ARTICLE 22 TERMINATION NOTICE\") given within forty-five (45) days after\nthe date Tenant receives the Contractor's Statement, in the case of clause (A),\nor within forty-five (45) days after the date of the fire or other cause, in the\ncase of clause (B), TIME BEING OF THE ESSENCE WITH RESPECT TO ALL OF SUCH DATES,\nin which event, the term of this lease shall expire as fully and completely on\nthe date which is thirty (30) days after the date on which Tenant gives Landlord\nthe Tenant Article 22 Termination Notice, as if such date were the Expiration\nDate and Tenant shall forthwith quit, surrender and vacate the Demised Premises\nin accordance with the applicable provisions of this lease, without prejudice,\nhowever, to Landlord's rights and remedies against Tenant under the provisions\nof this lease in effect prior to such termination, and any fixed rent or\nadditional rent owing shall be paid up to such date and any payments of fixed\nrent or additional rent made by Tenant which were on account of any period\nsubsequent to such date shall promptly be returned to Tenant. If Tenant fails to\ngive Landlord the Tenant Article 22 Termination Notice in the manner and in the\ntime period set forth above, then Tenant's right to terminate this lease shall\nbe \n\n\n                                       88\n\n\nnull and void, and of no further force or effect, and this lease shall continue\nin full force and effect, subject to the other provisions of this lease.\n\n      22.04 No damages, compensation or claim  payable by Landlord for\ninconvenience, loss of business or annoyance arising from any repair or\nrestoration of any portion of the Demised Premises or of the Building pursuant\nto this Article.\n\n      22.05 Notwithstanding any of the foregoing provisions of this Article,\nif Landlord or the lessor of any superior lease or the holder of any superior\nmortgage shall be unable to collect all of the insurance proceeds (including\nrent insurance proceeds) applicable to damage or destruction of the Demised\nPremises or the Building by fire or other cause, by reason of some action or\ninaction on the part of Tenant or any of its employees, agents or contractors,\nthen, without prejudice to any other remedies which may be available against\nTenant, there shall be no abatement of Tenant's rents, but the total amount of\nsuch rents not abated (which would otherwise have been abated) shall not exceed\nthe amount of the uncollected insurance proceeds.\n\n      22.06 Landlord will not carry insurance of any kind on Tenant's\nProperty, Changes or Tenant's Work.\n\n      22.07 The provisions of this Article shall be considered an express\nagreement governing any case of damage or destruction of the Demised Premises by\nfire or other casualty, and Section 227 of the Real Property Law of the State of\nNew York, providing for such a contingency in the absence of an express\nagreement, and any other law of like import, now or hereafter in force, shall\nhave no application in such case.\n\n                                   ARTICLE 23\n                                 EMINENT DOMAIN\n\n      23.01 If the whole of the Building shall be lawfully taken by\ncondemnation or in any other manner for any public or quasi-public use or\npurpose, this lease and the term and estate hereby granted shall forthwith\nterminate as of the date of vesting of title in such taking (which date is\nhereinafter also referred to as the \"DATE OF THE TAKING\"), and the rents shall\nbe prorated and adjusted as of such date.\n\n      23.02 If only a part of the Building shall be so taken, this lease shall\nbe unaffected by such taking, except that Tenant may elect to terminate this\nlease in the event of a partial taking of one-third (1\/3) (or more) of the\nrentable area of the Demised Premises if the remaining area of the Demised\nPremises shall not be reasonably sufficient for Tenant to continue feasible\noperation of its business. Tenant shall give notice of such election to Landlord\nnot later than sixty (60) days after (i) notice of such taking is given by\nLandlord to Tenant, or (ii) the date of such taking, whichever occurs sooner.\nUpon the giving of such notice by Tenant this lease shall terminate on the date\nof such taking and the rents shall be prorated as of such termination date. Upon\nsuch partial taking and this lease continuing in force as to any part of the\nDemised Premises, the rents apportioned to the part taken shall be prorated and\nadjusted as of the date of taking and from such date the fixed rent for the\nDemised Premises and additional rent payable pursuant to Article 5 shall be\nappropriately adjusted according to the rentable area remaining.\n\n\n                                       89\n\n\n      23.03 Landlord shall be entitled to receive the entire award in any\nproceeding with respect to any taking provided for in this Article without\ndeduction therefrom for any estate vested in Tenant by this lease and Tenant\nshall receive no part of such award, except as hereinafter expressly provided in\nthis Article. Tenant hereby expressly assigns to Landlord all of its right,\ntitle and interest in or to every such award. Notwithstanding anything herein to\nthe contrary, Tenant may, at its sole cost and expense, make a claim with the\ncondemning authority for Tenant's moving expenses, the value of Tenant's\nfixtures or Tenant's Changes which do not become part of the Building or\nproperty of Landlord, provided however that Landlord's award is not thereby\nreduced or otherwise adversely affected.\n\n      23.04 If the temporary use or occupancy of all or any part of the\nDemised Premises shall be lawfully taken by condemnation or in any other manner\nfor any public or quasi-public use or purpose during the term of this lease,\nTenant shall be entitled, except as hereinafter set forth, to receive that\nportion of the award for such taking which represents compensation for the use\nand occupancy of the Demised Premises and, if so awarded, for the taking of\nTenant's Property and for moving expenses, and Landlord shall be entitled to\nreceive that portion which represents reimbursement for the cost of restoration\nof the Demised Premises. This lease shall be and remain unaffected by such\ntaking and Tenant shall continue responsible for all of its obligations\nhereunder insofar as such obligations are not affected by such taking and shall\ncontinue to pay in full the fixed rent and additional rent when due. If the\nperiod of temporary use or occupancy shall extend beyond the Expiration Date,\nthat part of the award which represents compensation for the use or occupancy of\nthe Demised Premises (or a part thereof) shall be divided between Landlord and\nTenant so that Tenant shall receive so much thereof as represents the period\nprior to the Expiration Date and Landlord shall receive so much thereof as\nrepresents the period subsequent to the Expiration Date. All moneys received by\nTenant as, or as part of, an award for temporary use and occupancy for a period\nbeyond the date to which the rents hereunder have been paid by Tenant shall be\nreceived, held and applied by Tenant as a trust fund for payment of the rents\nfalling due hereunder.\n\n      23.05 In the event of any taking of less than the whole of the Building\nwhich does not result in a termination of this lease, or in the event of a\ntaking for a temporary use or occupancy of all or any part of the Demised\nPremises which does not extend beyond the Expiration Date, Landlord, at its\nexpense, and to the extent 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 to substantially a\nbuilding standard condition to the extent that the same may be feasible and so\nas to constitute a complete and tenantable Building and Demised Premises.\n\n      23.06 Should any part of the Demised Premises be taken to effect\ncompliance with any law or requirement of public authority other than in the\nmanner hereinabove provided in this Article, then (i) if such compliance is the\nobligation of Tenant under this lease, Tenant shall not be entitled to any\ndiminution or abatement of rent or other compensation from Landlord therefor,\nbut (ii) if such compliance is the obligation of Landlord under this lease, the\nfixed rent hereunder shall be reduced and additional rents under Article 5 shall\nbe adjusted in the same manner as is provided in Section 23.02 according to the\nreduction in rentable area of the Demised Premises resulting from such taking.\n\n\n                                       90\n\n\n      23.07 Any dispute which may arise between the parties with respect to\nthe meaning or application of any of the provisions of this Article shall be\ndetermined by arbitration in the manner provided in Article 34.\n\n                                   ARTICLE 24\n                               SURRENDER; HOLDOVER\n\n      24.01 On the last day of the term of this lease, or upon any earlier\ntermination of this lease, or upon any re-entry by Landlord upon the Demised\nPremises, Tenant shall quit and surrender the Demised Premises to Landlord in\ngood order, condition and repair, except for ordinary wear and tear and damage\nfor which Landlord is responsible to repair pursuant to the provisions of this\nlease, and Tenant shall remove all of Tenant's Property therefrom except as\notherwise expressly provided in this lease and, except as otherwise expressly\nprovided in this lease, shall restore the Demised Premises wherever such removal\nresults in damage thereto.\n\n      24.02 (a)   In the event this lease is not renewed or extended or a new\nlease is not entered into between the parties, and if Tenant shall then hold\nover after the expiration of the term of this lease, and if Landlord shall then\nnot proceed to remove Tenant from the Demised Premises in the manner permitted\nby law (or shall not have given written notice to Tenant that Tenant must vacate\nthe Demised Premises) irrespective of whether or not Landlord accepts rent from\nTenant for a period beyond the Expiration Date, the parties hereby agree that\nTenant's occupancy of the Demised Premises after the expiration of the term\nshall be under a month-to-month tenancy commencing on the first day after the\nexpiration of the term, which tenancy shall be upon all of the terms set forth\nin this lease except for Section 18.07, and Articles 39 and 40 except that\nTenant shall pay on the first day of each month of the holdover period as fixed\nrent, an amount equal to one and one-half (1 1\/2) times one-twelfth of the fixed\nrent and additional rent payable by Tenant during the last year of the term of\nthis lease (I.E., the year immediately prior to the holdover period) for the\nfirst month (or any portion thereof) of such holdover period and two (2) times\none-twelfth of the fixed rent and additional rent payable by Tenant during the\nlast year of the term of this lease for the each month (or portion thereof)\nthereafter. It is further stipulated and agreed that if Landlord shall, at any\ntime after the expiration of the original term or after the expiration of any\nterm created thereafter, proceed to remove Tenant from the Demised Premises as a\nholdover, the fixed rent for the use and occupancy of the Demised Premises\nduring any holdover period shall be calculated in the same manner as set forth\nabove. In addition to the foregoing, but subject to the provisions of subsection\n30.02(b) below, Landlord shall be entitled to recover from Tenant all actual\nout-of-pocket costs and expenses, resulting from such holdover, including all\nattorneys' fees and disbursements and court costs incurred or paid by Landlord.\n\n            (b)   Notwithstanding anything to the contrary contained in this\nlease, the acceptance of any rent paid by Tenant pursuant to subsection 24.02(a)\nabove shall not preclude Landlord from commencing and prosecuting a holdover or\nsummary eviction proceeding, and the preceding sentence shall be deemed to be an\n\"agreement expressly providing otherwise\" within the meaning of Section 232-c of\nthe Real Property Law of the State of New York.\n\n\n                                       91\n\n\n            (c)   All damages to Landlord by reason of holding over by Tenant\nmay be of the subject of a separate action and need not be asserted by Landlord\nin any summary proceedings against Tenant. Tenant acknowledges that possession\nof the Demised Premises must be surrendered to Landlord at the expiration or\nsooner termination of the term of this lease. Tenant agrees to indemnify and\nsave Landlord harmless against all liabilities, costs, suits, demands, charges,\nand expenses of any kind or nature, including attorneys' fees and disbursements,\nresulting from a delay by Tenant in so surrendering the Demised Premises,\nincluding, without limitation, any claims made by any succeeding tenant founded\non such delay, except that Landlord shall not be entitled to make a claim for\nconsequential damages under this Section 24.02 unless Tenant remains in\npossession of the Demised Premises (or any portion thereof) for more than four\n(4) months after the expiration of the term of this lease (without taking into\naccount any month-to-month tenancy that may be created under this Section\n24.02).\n\n                                   ARTICLE 25\n                            CONDITIONS OF LIMITATION\n\n      25.01 To the extent permitted by applicable law this lease and the term\nand estate hereby granted are subject to the limitation that whenever Tenant\nshall make an assignment of all or substantially all of the property of Tenant\nfor the benefit of creditors, or shall file a voluntary petition under any\nbankruptcy or insolvency law, or an 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 against Tenant under the\nreorganization 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,\nLandlord, (a) at any time after receipt of 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 unstayed for one hundred and twenty (120) days,\nLandlord may give Tenant a notice of intention to end the term of this lease at\nthe expiration of five (5) days from the date of service of such notice of\nintention, and upon the expiration of said five (5) day period this lease and\nthe term and estate hereby granted, whether or not the term shall theretofore\nhave commenced, shall terminate with the same effect as if that day were the\nExpiration Date, but Tenant shall remain liable for damages as provided in\nArticle 27.\n\n      25.02 This lease and the term and estate hereby granted are subject to\nthe further limitation that:\n\n            (a)   whenever Tenant shall default in the payment of any \ninstallment of fixed rent, or in the payment of any additional rent or any other\ncharge payable by Tenant to Landlord, on any day upon which the same ought to be\npaid, and such default shall continue for ten (10) days after Landlord shall\nhave 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 thirty (30) days after Landlord shall have given to \n\n\n                                       92\n\n\n\nTenant a notice specifying the same which thirty (30) days shall be reduced to\nfive (5) days for a default under Section 13.07, Article 33 and subsection\n41.04(c), or, in the case of a happening or default (specifically excluding a\ndefault under said Section 13.07, Article 33 and subsection 41.04(c)) which\ncannot with due diligence be cured within a period of thirty (30) days and the\ncontinuance of which for the period required for cure will not subject Landlord\nto the risk of criminal liability (as more particularly described in Section\n10.02) or termination of any superior lease or foreclosure of any superior\nmortgage, if Tenant shall not, (i) within said thirty (30) day period advise\nLandlord of Tenant's intention to duly institute all steps necessary to remedy\nsuch situation, (ii) duly institute within said thirty (30) day period, and\nthereafter diligently prosecute to completion all steps necessary to remedy the\nsame and (iii) complete such remedy within such time after the date of the\ngiving of said notice of Landlord as shall reasonably be necessary; or\n\n            (c)   whenever any event shall occur or any contingency shall arise\nwhereby this lease or the estate hereby granted or the unexpired balance of the\nterm hereof would, by operation of law or otherwise, devolve upon or pass to any\nperson, firm or corporation other than Tenant, except as expressly permitted by\nArticle 9; or\n\n            (d)   whenever Tenant shall abandon the Demised Premises (unless as\na result of a casualty) or whenever Tenant shall vacate any portion of the\nDemised Premises and shall fail to secure and otherwise protect same, to the\nreasonable satisfaction of Landlord and such failure continues for ten (10)\nbusiness days after Landlord's notice to Tenant of such failure, or\n\n            (e)   when Tenant shall be in default in the observance or\nperformance of its obligations under any other lease in the Building, then in\nany of said cases set forth in the foregoing Subsections (a), (b), (c) (d) and\n(e), Landlord may give to Tenant a notice of intention to end the term of this\nlease at the expiration of five (5) days from the date of the service of such\nnotice of intention, and upon the expiration of said five (5) days this lease\nand the term and estate hereby granted, whether or not the term shall\ntheretofore have commenced, shall terminate with the same effect as if that day\nwere the Expiration Date, but Tenant shall remain liable for damages as provided\nin Article 27.\n\n                                   ARTICLE 26\n                              RE-ENTRY BY LANDLORD\n\n      26.01 If Tenant shall default in the payment of any installment of fixed\nrent, or of any additional rent, on any date upon which the same ought to be\npaid, and if such default shall continue for ten (10) days after Landlord shall\nhave given to Tenant a notice specifying such default, or if this lease shall\nexpire as in Article 25 provided, Landlord or Landlord's agents and employees\nmay immediately or at any time thereafter re-enter the Demised Premises, or any\npart thereof, in the name of the whole, either by summary dispossess proceedings\nor by any suitable action or proceeding at law, without being liable to\nindictment, prosecution or damages therefor, and may repossess the same, and may\nremove any persons therefrom, to the end that Landlord may have, hold and enjoy\nthe Demised Premises again as and of its first estate and interest therein. The\nword re-enter, as herein used, is not restricted to its technical legal meaning.\nIn the event of any termination of this lease under the provisions of Article 25\nor if Landlord shall re-enter the Demised Premises under the provisions of this\nArticle or in the event of the \n\n\n                                       93\n\n\ntermination of this lease, or of re-entry, by or under any summary dispossess or\nother proceeding or action or any provision of law by reason of default\nhereunder on the part of Tenant, Tenant shall thereupon pay to Landlord the\nfixed 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 27.\n\n      26.02 In the event of a breach or threatened breach by Landlord or\nTenant of any of their respective obligations under this lease, Tenant or\nLandlord, as the case may be, shall also have the right of injunction. The\nspecial remedies to which Landlord may resort hereunder are cumulative and are\nnot intended to be exclusive of any other remedies or means of redress to which\nLandlord may lawfully be entitled at any time and Landlord may invoke any remedy\nallowed at law or in equity as if specific remedies were not provided for\nherein.\n\n      26.03 If this lease shall terminate under the provisions of Article 25,\nor if Landlord shall re-enter the Demised Premises under the provisions of this\nArticle, or in the event of the termination of this lease, or of re-entry, by or\nunder any summary dispossess or other proceeding or action or any provision of\nlaw by reason of default hereunder on the part of Tenant, Landlord shall be\nentitled to retain all moneys, if any, paid by Tenant to Landlord, whether as\nadvance rent, security or otherwise, but such moneys shall be credited by\nLandlord against any fixed rent or additional rent due from Tenant at the time\nof such termination or re-entry and, at Landlord's option, against any damages\npayable by Tenant under Article 27 or pursuant to law and against all other\namounts which are then, or which may thereafter become, payable to Landlord. Any\nportion of such moneys that remain after Landlord credits same as hereinbefore\nprovided shall promptly be returned to Tenant.\n\n                                   ARTICLE 27\n                                     DAMAGES\n\n      27.01 If this lease is terminated under the provisions of Article 25, or\nif Landlord shall re-enter the Demised Premises under the provisions of Article\n26, or in the event of the termination of this lease, or of re-entry, by or\nunder any summary dispossess or other proceeding or action or any provision of\nlaw by reason of default hereunder on the part of Tenant (after the giving of\nany required notice and the expiration of any applicable cure period), Tenant\nshall pay to Landlord as damages, at the election of Landlord, either:\n\n            (a) a sum which at the time of such termination of this lease or at\nthe time of any such re-entry by Landlord, as the case may be, represents the\nthen value of the excess, if any, discounted to present value at the rate of six\n(6%) percent per annum, of:\n\n                  1.    the aggregate of the fixed rent and the additional rent\npayable hereunder which would have been payable by Tenant (conclusively\npresuming the additional rent to be the same as was payable for the year\nimmediately preceding such termination) for the period commencing with such\nearlier termination of this lease or the date of any such re-entry, as the case\nmay be, and ending with the Expiration Date, had this lease not so terminated or\nhad Landlord not so re-entered the Demised Premises; over\n\n\n                                       94\n\n\n                  2.  the aggregate rental value of the Demised Premises for\nthe same period; or\n\n            (b)   sums equal to the fixed rent and the additional rent (as above\npresumed) payable hereunder which would have been payable by Tenant had this\nlease not 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 relet the Demised Premises during said period, Landlord shall\ncredit Tenant with the net rents received by Landlord from such reletting, such\nnet rents to be determined by first deducting from the gross rents as and when\nreceived by Landlord from such reletting the expenses incurred or paid by\nLandlord in terminating this lease or in re-entering the Demised Premises and in\nsecuring possession thereof, as well as the expenses of reletting, 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 therefrom; it being understood that any such reletting\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, nor 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 reletting, except to the extent\nthat such net rents are actually received by Landlord. If the Demised Premises\nor any part thereof should be relet in combination with other space, then proper\napportionment on a square foot basis (for equivalent space) shall be made of the\nrent received from such reletting and of the expenses of reletting.\n\nIf the Demised Premises or any part thereof be relet by Landlord for the\nunexpired 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 reletting shall, prima facie, be the fair and\nreasonable rental value for the Demised Premises, or part thereof, so relet\nduring the term of the reletting.\n\n      27.02 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 25, or under any\nprovision of law, or had Landlord not re- entered the Demised Premises. Nothing\nherein contained shall be construed to limit or preclude recovery by Landlord\nagainst Tenant of any sums or damages to which, in addition to the damages\nparticularly provided above, Landlord may lawfully be entitled by reason of any\ndefault hereunder on the part of Tenant. Nothing herein contained shall be\nconstrued to limit or prejudice the right of Landlord to prove for and obtain as\nliquidated damages by reason of the termination of this lease or re-entry on the\nDemised Premises for the default of Tenant under this lease, an amount equal to\nthe maximum allowed by any statute or rule of law in effect at the time when,\nand governing the proceedings in which, such damages are to be proved whether or\nnot such amount be greater, equal to, or less than any of the sums referred to\nin Section 27.01.\n\n\n                                       95\n\n\n                                   ARTICLE 28\n                                     WAIVER\n\n      28.01 Tenant, for Tenant, and on behalf of any and all persons claiming\nthrough or under Tenant, including creditors of all kinds, does hereby waive and\nsurrender all right and privilege which they or any of them might have under or\nby reason of any present or future law, to redeem the Demised Premises or to\nhave a continuance of this lease for the term hereby demised after being\ndispossessed or ejected therefrom by process of law or under the terms of this\nlease or after the termination of this lease as herein provided.\n\n      28.02 In the event that Tenant is in arrears in payment of fixed rent or\nadditional rent hereunder, Tenant waives Tenant's right, if any, to designate\nthe items against which any payments made by Tenant are to be credited, and\nTenant agrees that Landlord may apply any payments made by Tenant to any items\nit sees fit, irrespective of and notwithstanding any designation or request by\nTenant as to the items against which any such payments shall be credited.\n\n      28.03 Landlord and Tenant hereby waive trial by jury in any action,\nproceeding or counterclaim brought by either against the other on any matter\nwhatsoever arising out of or in any way connected with this lease, the\nrelationship of Landlord and Tenant, Tenant's use or occupancy of the Demised\nPremises, including any claim of injury or damage, or any emergency or other\nstatutory remedy with respect thereto.\n\n      28.04 The provisions of Articles 17 and 18 shall be considered expressed\nagreements governing the services to be furnished by Landlord, and Tenant agrees\nthat any laws and\/or requirements of public authorities, now or hereafter in\nforce, shall have no application in connection with any enlargement of\nLandlord's obligations with respect to such services unless Tenant agrees, in\nwriting, to pay to Landlord, as additional rent, Landlord's reasonable charges\nfor any additional services provided.\n\n      28.05 If, at any time during the term of this lease, any requirement of\npublic authority shall have the effect of limiting, for any period of time, the\namount of the rents payable by Tenant, or receivable by Landlord, under this\nlease, and the maximum rents so permitted to be paid by Tenant, or received by\nLandlord, hereunder shall be less than the rents herein reserved, then:\n\n            (a)  throughout the period of limitation, Tenant shall remain\nliable for the maximum amount of rents that is lawfully payable; and\n\n            (b)   if and when the period of limitation ends, the requirement of\npublic authority imposing such limitation is repealed, or such limitation is\nrestrained or rendered unenforceable by any order or ruling of a court of\nappropriate jurisdiction:\n\n                  (i)   to the extent that the same is not prohibited by any\nrequirement of public authority, Tenant shall pay to Landlord, on demand, all\namounts that would have been due \n\n\n                                       96\n\n\nfrom Tenant to Landlord during the period of limitation, but that were not paid\nbecause of the requirements of public authorities; and\n\n                  (ii)  thereafter, Tenant shall pay to Landlord all of the \nrents reserved under this lease, all of which shall be calculated as if there\nhad been no intervening period of limitation.\n\n                                  ARTICLE 29 29\n                        NO OTHER WAIVERS OR MODIFICATIONS\n\n      29.01 The failure of either party to insist in any one or more instances\nupon the strict performance of any one or more of the obligations of this lease,\nor to exercise any election herein contained, shall not be construed as a waiver\nor relinquishment for the future of the performance of such one or more\nobligations of this lease or of the right to exercise such election, but the\nsame shall continue and remain in full force and effect with respect to any\nsubsequent breach, act or omission. No executory agreement hereafter made\nbetween Landlord and Tenant shall be effective to change, modify, waive,\nrelease, discharge, terminate or effect an abandonment of this lease, in whole\nor in part, unless such executory agreement is in writing, refers expressly to\nthis lease and is signed by the party against whom enforcement of the change,\nmodification, waiver, release, discharge or termination or effectuation of the\nabandonment is sought.\n\n      29.02 The following specific provisions of this Section shall not be\ndeemed to limit the generality of any of the foregoing provisions of this\nArticle:\n\n            (a)   no agreement to accept a surrender of all or any part of the\nDemised Premises shall be valid unless in writing and signed by Landlord. The\ndelivery of keys to an employee of Landlord or of its agent shall not operate as\na termination of this lease or a surrender of the Demised Premises. If Tenant\nshall at any time request Landlord to sublet the Demised Premises for Tenant's\naccount, Landlord or its agent is authorized to receive said keys for such\npurposes without releasing Tenant from any of its obligations under this lease,\nand Tenant hereby releases Landlord from any liability for loss or damage to any\nof Tenant's property in connection with such subletting, except to the extent\nsuch loss or damage results from the intentional wrongful act or gross\nnegligence of Landlord or its employees or agents.\n\n            (b)   the receipt by Landlord or payment by Tenant of rent with\nknowledge of breach of any obligation of this lease shall not be deemed a waiver\nof such breach;\n\n            (c)   no payment by Tenant or receipt by Landlord of a lesser amount\nthan the correct fixed rent or additional rent due hereunder shall be deemed to\nbe other than a payment on account, nor shall any endorsement or statement on\nany check or any letter accompanying any check or payment be deemed an accord\nand satisfaction, and Landlord may accept such check or payment without\nprejudice to Landlord's right to recover the balance or pursue any other remedy\nin this lease or at law provided.\n\n\n                                       97\n\n\n                                   ARTICLE 30\n                    CURING TENANT'S DEFAULTS, ADDITIONAL RENT\n\n      30.01 (a)   if Tenant shall default in the performance of any of\nTenant's obligations under this lease, Landlord, without thereby waiving such\ndefault, may (but shall not be obligated to) perform the same for the account\nand at the expense of Tenant, without notice, in a case of emergency, and in any\nother case, only if such default continues after the expiration of (i) ten (10)\ndays from the date Landlord gives Tenant notice of intention so to do, or (ii)\nthe applicable grace period provided in Section 25.02 or elsewhere in this lease\nfor cure of such default, whichever occurs later;\n\n            (b)   if Tenant is late in making any payment due to Landlord from\nTenant under this lease for five (5) or more days, then interest shall become\ndue and owing to Landlord on such payment from the date when it was due computed\nat the rate of three (3%) percent per annum over the Prime Rate but in no event\nin excess of the maximum legal rate of interest chargeable to corporations in\nthe State of New York.\n\n      30.02 (a)   Bills for any reasonable expenses incurred by Landlord in\nconnection with any such performance by it for the account of Tenant, and bills\nfor all costs, expenses and disbursements of every kind and nature whatsoever,\nincluding reasonable counsel fees, involved in collecting or endeavoring to\ncollect the fixed rent or additional rent or any part thereof or enforcing or\nendeavoring to enforce any rights against Tenant, under or in connection with\nthis lease, or pursuant to law, other than as provided in subsection 30.02(b)\nbelow, as well as bills for any property, material, labor or services provided,\nfurnished, or rendered, by Landlord or at its instance to Tenant, may be sent by\nLandlord to Tenant monthly, or immediately, at Landlord's option, and, shall be\ndue and payable in accordance with the terms of such bills.\n\n            (b)   If Tenant shall be in breach of any of Tenant's obligations\nunder this lease, and if Landlord, as a result thereof, shall make any\nreasonable out-of-pocket payments for court costs and reasonable attorneys' fees\nin instituting or prosecuting or defending any action or proceeding or in the\nevent Landlord shall make any such expenditures in connection with any action or\nproceeding brought by Tenant under this lease, then, provided that Landlord\nshall be the prevailing party in any such action or proceeding, Tenant shall\nreimburse or pay Landlord for such reasonable costs and fees actually paid by\nLandlord in connection with such action or proceeding.\n\n            (c)   If Landlord shall be in breach of any of Landlord's \nobligations under this lease, and if Tenant, as a result thereof, shall make any\nreasonable out-of-pocket payments for court costs and reasonable attorneys' fees\nin instituting or prosecuting or defending any action or proceeding or in the\nevent Tenant shall make any such expenditures in connection with any action or\nproceeding brought by Landlord under this lease, then, provided that Tenant\nshall be the prevailing party in any such action or proceeding, Landlord shall\nreimburse or pay Tenant for such reasonable costs and fees actually paid by\nTenant in connection with such action or proceeding.\n\n\n                                       98\n\n\n            (d)   Notwithstanding anything to the contrary contained in\nsubsections (b) and (c) above, to the extent that this lease provides for a\nmechanism to resolve disputes (such as arbitration), or if either party is\nexpressly permitted to dispute a demand or determination hereunder, then such\ndisputes shall not be deemed a breach under this lease and the dispute\nmechanisms provided for in this lease shall supercede subsections (b) and (c)\nabove. In addition, in any provision of this lease which provides for the\npayment of attorneys' fees or disbursements as a result of one of the parties to\nthis lease being in default hereunder, and the party alleging such default\ninstitutes or prosecutes or defends any action or proceeding in connection with\nsuch default, then the party otherwise entitled to such attorneys' fees or\ndisbursements shall not be entitled to same except as otherwise provided in\nsubsection (b) or (c) above.\n\n                                   ARTICLE 31\n                                     BROKER\n\n      31.01 Tenant covenants, warrants and represents that it had no\nconversations or other communications with any broker or finder except\nColliersABR, Inc. and Insignia\/ESG, Inc. (collectively, the \"BROKER\") in\nconnection with the leasing of the Demised Premises to Tenant and that, to\nTenant's best knowledge, there were no brokers or finders except the Broker\ninstrumental in consummating this lease. Tenant agrees to hold Landlord harmless\nagainst any claims for a brokerage commission or consultation fees arising out\nof any conversations or negotiations had by Tenant with any brokers or finders\nexcept for the Broker.\n\n      31.02 Based upon the foregoing representation, Landlord has agreed to\npay, pursuant to separate agreements, a brokerage commission to the Broker.\n\n      31.03 Landlord covenants, warrants and represents that it had no\nconversations or other communications with any broker or finder (except the\nBroker) in connection with the leasing of the Demised Premises to Tenant and\nthat, to Landlord's best knowledge, there were no brokers or finders except the\nBroker instrumental in consummating this lease. Landlord agrees to hold Tenant\nharmless against any claims for a brokerage commission or consultation fees\narising out of any conversations or negotiations had by Landlord with any\nbrokers or finders, including the Broker.\n\n                                   ARTICLE 32\n                                     NOTICES\n\n      32.01 Except as otherwise expressly permitted in this lease, all\nnotices, demands, approvals, consents, requests and other communications which\nunder the terms of this lease, or under any statute, must or may be given or\nmade by the parties hereto, must be in writing (whether or not so stated\nelsewhere in this lease), and must be made either (i) by depositing such notice\nin the registered or certified mail of the United States of America, return\nreceipt requested, or (ii) by delivering such notice by a nationally recognized\ncommercial overnight courier (\"NEXT BUSINESS DAY DELIVERY\"), which courier\nprovides for delivery with receipt guaranteed, addressed to each party as\nfollows:\n\n\n                                       99\n\n\n\n          If to Landlord:   at the address set forth on the\n                            first page of this lease\n\n          With a copy to:   Greenberg Traurig\n                            200 Park Avenue\n                            New York, New York  10166\n\n                            Attention: Robert J. Ivanhoe, Esq.\n\n          If to Tenant:     About.com, Inc.\n                            220 East 42nd Street, 24th Floor\n                            New York, New York  10017\n                            Attn:  Alan Blaustein, Esq.\n\n                            prior  to the  Commencement  Date,  and at\n                            the  Demised  Premises  (Attention:   Alan\n                            Blaustein,   Esq.,   and,  in  a  separate\n                            notice,  Attention: Mr. Todd Sloan), after\n                            the Commencement Date,\n\n     with a copy of default\n     notices and termination\n     notices only to:\n\n                            Loeb &amp; Loeb, LLP\n                            345 Park Avenue\n                            New York, New York  10154\n                            Attn:  Scott I. Schneider, Esq.\n\n      32.02 All notices, demands, approvals, consents, requests and other\ncommunications shall be deemed to have been delivered (i) if mailed as provided\nfor in this Article, on the date which is three (3) business days after mailing\nor (ii) if sent by commercial courier, on the date which is one (1) business day\nafter dispatching. Either party may designate by notice in writing given in the\nmanner herein specified a new or other address to which such notice, demand,\napproval, consent, request or other communication shall thereafter be so given\nor made. Notwithstanding the foregoing all fixed rent and additional rent\nstatements, bills and invoices may be given by regular mail, hand-delivery or\nfacsimile machine and shall be deemed given upon receipt, and emergency repair\nnotices may be hand-delivered or sent via facsimile machine and shall be deemed\ngiven upon receipt.\n\n                                  ARTICLE 33 33\n                              ESTOPPEL CERTIFICATE\n\n      33.01 Within ten (10) business days after either party's request, the\nother party shall execute and deliver to the requesting party a statement (i)\ncertifying that this lease is unmodified and in full force and effect (or, if\nthere have been modifications, that the same is in full force and effect as\nmodified and stating the modifications) and whether any options granted to\nTenant pursuant to the provisions of this lease have been exercised, (ii)\ncertifying the dates to which the fixed rent and additional rent have been paid\nand the amounts thereof, (iii) stating whether or not, to the best knowledge of\nthe signer, the other party is in default in performance of any of its\nobligations under this lease, or if Tenant is the certifying party, whether\nTenant is in default, and, \n\n\n                                      100\n\n\nif so, specifying each such default of which the signer may have knowledge, (iv)\nstating whether Tenant has any rights to offsets or abatement of rent, (v)\nstating whether Tenant has prepaid any rent for more than one month in advance,\nand (vi) certifying such other information as the requesting party reasonably\nrequests, it being intended that any such statement delivered pursuant hereto\nmay be relied upon by others with whom the party requesting such certificate may\nbe dealing and their respective successors and\/or assigns. Breach of the\nforegoing will constitute Tenant's acknowledgement which may be relied on by any\nperson holding or proposing to acquire an interest in the Building, this lease\nor any superior mortgage, that this lease is unmodified and in full force and\neffect and will constitute, as to any such person, a waiver of any defaults on\nLandlord's part which may exist prior to the date of such request. The foregoing\nshall not limit any other rights and remedies available to Landlord for breach\nof this Article.\n\n                                   ARTICLE 34\n                                   ARBITRATION\n\n      34.01 Either party may request arbitration of any matter in dispute\nwherein arbitration is expressly provided in this lease as the appropriate\nremedy. The party requesting arbitration shall do so by giving notice to that\neffect to the other party, and both parties shall promptly thereafter jointly\napply to the American Arbitration Association (or any organization successor\nthereto) in the City and County of New York for the appointment of a single\narbitrator.\n\n      34.02 The arbitration shall be conducted in accordance with the then\nprevailing rules of the American Arbitration Association (or any organization\nsuccessor thereto) in the City and County of New York. In rendering such\ndecision and award, the arbitrator shall not add to, subtract from or otherwise\nmodify the provisions of this lease.\n\n      34.03 If for any reason whatsoever a written decision and award of the\narbitrator shall not be rendered within sixty (60) days after the appointment of\nsuch arbitrator, then at any time thereafter before such decision and award\nshall have been rendered either party may apply to the Supreme Court of the\nState of New York or to any other court having jurisdiction and exercising the\nfunctions similar to those now exercised by such court, by action, proceeding or\notherwise (but not by a new arbitration proceeding) as may be proper to\ndetermine the question in dispute consistently with the provisions of this\nlease.\n\n      34.04 All the expenses of the arbitration shall be borne by the parties\nequally except that each party shall be responsible for the payment of its own\nlegal fees and disbursements and expert witness fees.\n\n                                   ARTICLE 35\n         NO OTHER REPRESENTATIONS, CONSTRUCTION, GOVERNING LAW, CONSENTS\n\n      35.01 Tenant expressly acknowledges and agrees that Landlord has not made\nand is not making, and Tenant, in executing and delivering this lease, is not\nrelying upon, any warranties, representations, promises or statements, except to\nthe extent that the same are expressly set forth in this lease or in any other\nwritten agreement which may be made between the parties concurrently with the\nexecution and delivery of this lease and shall expressly refer to this lease.\n\n\n                                      101\n\n\nThis lease and said other written agreement(s) made concurrently herewith are\nhereinafter referred to as the \"LEASE DOCUMENTS\". It is understood and agreed\nthat all understandings and agreements heretofore had between the parties are\nmerged in the lease documents, which alone fully and completely express their\nagreements and that the same are entered into after full investigation, neither\nparty relying upon any statement or representation not embodied in the lease\ndocuments, made by the other.\n\n      35.02 If any of the provisions of this lease, or the application thereof\nto any person or circumstances, shall, to any extent, be invalid or\nunenforceable, the remainder of this lease, or the application of such provision\nor provisions to persons or circumstances other than those as to whom or which\nit is held invalid or unenforceable, shall not be affected thereby, and every\nprovision of this lease shall be valid and enforceable to the fullest extent\npermitted by law. 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      35.03 This lease shall be governed in all respects by the laws of the\nState of New York applicable to agreements made and wholly executed therein\nwithout reference to conflicts of laws principles.\n\n      35.04 (a)   If Tenant shall request Landlord's consent or approval \npursuant to any of the provisions of this lease or otherwise, and Landlord shall\nfail or refuse to give, or shall delay in giving, such consent or approval,\nTenant shall in no event make, or be entitled to make, any claim for damages\n(nor shall Tenant assert, or be entitled to assert, any such claim by way of\ndefense, set-off, or counterclaim) based upon any claim or assertion by Tenant\nthat Landlord unreasonably withheld or delayed its consent or approval, and\nTenant hereby waives any and all rights that it may have, from whatever source\nderived, to make or assert any such claim; provided, however, that Tenant shall\nnot be deemed to have waived any claim for damages if there shall be an express\ndetermination in the action, proceeding or arbitration hereinafter described\nthat Landlord acted maliciously or in bad faith in exercising its judgment or\nwithholding its consent or approval despite its agreement to act reasonably (in\nwhich case Tenant shall have the right to its actual (but not consequential,\nexemplary or punitive) damages. Except as otherwise expressly provided in the\npreceding sentence, Tenant's sole remedy for any such failure, refusal, or delay\nshall be an action for a declaratory judgment, specific performance, or\ninjunction, pursuant to the Simplified Procedure For Court Determination of\nDisputes as set forth in the CPLR ss.3031 et seq. (or any successor thereto), or\n(ii) in the City of New York in accordance with the Expedited Procedures, and\nsuch remedies shall be available only in those instances where Landlord has\nexpressly agreed in writing not to unreasonably withhold or delay its consent or\napproval or where, as a matter of law, Landlord may not unreasonably withhold or\ndelay the same. The fees and expenses of such arbitration shall be borne by the\nunsuccessful party), and, in either case, the decision shall be final and\nconclusive.\n\n            (b)   In addition, whenever in this lease Landlord is required to be\nreasonable in the granting of any consent or approval or otherwise, Landlord\nshall not be deemed to have been unreasonable in the refusal to give its consent\nor approval or otherwise if: (a) Landlord is not permitted to do so under the\nterms of any superior lease or superior mortgage or (b) the consent \n\n\n                                      102\n\n\nor approval of any superior lessor or holder of superior mortgagee is required\nand has been denied or not given.\n\n      35.05 Submission by Landlord of this lease for execution by Tenant shall\nconfer no rights nor impose any obligations on either party unless and until\nboth Landlord and Tenant shall have executed this lease and duplicate originals\nthereof shall have been delivered to the respective parties.\n\n      35.06 If there shall be more than one person named as Tenant herein, then\nall such persons shall be deemed to be joint tenants in the leasehold estate\ndemised hereby, with joint and several liability hereunder.\n\n      35.07 Without Landlord's prior written consent, Tenant may not record this\nlease. Tenant, at its sole cost and expense, may prepare a memorandum of this\nlease. If (a) such memorandum contains only the minimum information required to\nrecord a memorandum of lease in the State of New York and is otherwise\nreasonably satisfactory to Landlord, and (b) Tenant, at its sole cost and\nexpense, prepares and delivers to Landlord (i) all documents and instruments (in\nform and content reasonably satisfactory to Landlord) which Landlord's title\ninsurance company advises Landlord are necessary to remove said memorandum of\nlease from the record, and (ii) the written authorization of Tenant (in form and\ncontent reasonably satisfactory to Landlord) permitting Landlord to record and\nfile such documents and instruments upon, or at any time after, the expiration\nof the term of this lease (as same may be from time to time amended), which\nauthorization shall include the authority to complete such documents and\ninstruments, including the insertion of dates and references to any amendments\nof this lease, then Landlord shall execute and acknowledge said memorandum of\nlease and permit Tenant to record same at Tenant's sole cost and expense.\n\n      35.08 Except as provided in Section 24.02 above, in no event shall\nLandlord or Tenant be liable to the other for consequential, exemplary or\npunitive damages.\n\n                                   ARTICLE 36\n                                  PARTIES BOUND\n\n      36.01 The obligations of this lease shall bind and benefit the\nsuccessors and assigns of the parties with the same effect as if mentioned in\neach instance where a party is named or referred to, except that no violation of\nthe provisions of Article 9 shall operate to vest any rights in any successor or\nassignee of Tenant and that the provisions of this Article shall not be\nconstrued as modifying the conditions of limitation contained in Article 25.\nHowever, the obligations of Landlord under this lease shall not be binding upon\nLandlord herein named with respect to any period subsequent to the transfer of\nits interest in the Building as owner or lessee thereof and in event of such\ntransfer said obligations shall thereafter be binding upon each transferee of\nthe interest of Landlord herein named as such owner or lessee of the Building,\nbut only with respect to the period ending with a subsequent transfer within the\nmeaning of this Article.\n\n\n                                      103\n\n\n      36.02 Tenant shall look only to Landlord's estate and property in the\nBuilding (including proceeds of insurance and condemnation) and, where expressly\nso provided in this lease, to offset against the rents payable under this lease,\nfor the satisfaction of Tenant's remedies for the collection of a judgment (or\nother judicial process) requiring the payment of money by Landlord in the event\nof any default by Landlord hereunder, and no other property or assets of such\nLandlord or any partner, member, officer or director thereof, disclosed or\nundisclosed shall be subject to levy, execution or other enforcement procedure\nfor the satisfaction of Tenant's remedies under or with respect to this lease,\nthe relationship of Landlord and Tenant hereunder or Tenant's use or occupancy\nof the Demised Premises.\n\n                                   ARTICLE 37\n                      CERTAIN DEFINITIONS AND CONSTRUCTION\n\n      37.01 For the purposes of this lease and all agreements supplemental to\nthis lease, unless the context otherwise requires the definitions set forth in\nEXHIBIT E annexed hereto shall be utilized.\n\n      37.02 The various terms which are bolded or underlined and defined in\nother Articles of this lease or are defined in Exhibits annexed hereto, shall\nhave the meanings specified in such other Articles and such Exhibits for all\npurposes of this lease and all agreements supplemental thereto, unless the\ncontext shall otherwise require.\n\n                                    ARTICLE 38\n              ADJACENT EXCAVATION AND CONSTRUCTION; SHORING; VAULTS\n\n      38.01 If an excavation or other substructure work shall be made upon\nland adjacent to the Demised Premises, or shall be authorized to be made, Tenant\nshall afford to the person causing or authorized to cause such excavation,\nlicense to enter upon the Demised Premises for the purpose of doing such work as\nshall be necessary to preserve the wall of or the Building from injury or damage\nand to support the same by proper foundations without any claim for damages or\nindemnity against Landlord, or diminution or abatement or rent.\n\n      38.02 No vaults, vault space or area, whether or not enclosed or\ncovered, not within the property line of the Building is leased hereunder,\nanything contained in or indicated on any sketch, blue print or plan or anything\ncontained elsewhere in this lease to the contrary notwithstanding. Landlord\nmakes no representation as to the location of the property line of the Building.\nAll vaults and vault space and all such areas not within the property line of\nthe Building, which Tenant may be permitted to use and\/or occupy, is to be used\nand\/or occupied under a revocable license, and if any such license be revoked,\nor if the amount of such space or area be diminished or required by any federal,\nstate or municipal authority or public utility, Landlord shall not be subject to\nany liability nor shall Tenant be entitled to any compensation or diminution or\nabatement of rent, nor shall such revocation, diminution or requisition be\ndeemed constructive or actual eviction. Any tax, fee or charge of municipal\nauthorities for such vault or area shall be paid by Tenant.\n\n\n                                      104\n\n\n                                   ARTICLE 39\n                              RIGHT OF FIRST OFFER\n\n      39.01 For the purposes of this Article, the rentable area of the entire\nfifteenth (15th), sixteenth (16th) and twenty-second (22nd) floors of the\nBuilding, substantially shown in hatching on Exhibit K hereto (which by this\nreference is made a part hereof) is hereinafter referred to as the \"SUBJECT\nSPACE.\" If at any time during the term of this lease, Landlord intends to lease\nto a \"bona fide third party tenant\" (as hereinafter defined) all or any portion\nof the Subject Space (the portion of the Subject Space that Landlord so intends\nto lease at the time in question being hereinafter referred to as the \"OFFER\nSPACE\"), then, provided that at such time this lease is in full force and effect\nand no Event of Default exists, Landlord shall give to Tenant notice of\nLandlord's intention to so lease the Offer Space (the \"OFFER SPACE NOTICE\")\nsetting forth the material terms and conditions upon which Landlord is willing\nto lease the Offer Space. The Offer Space Notice shall set forth the following\nterms (the \"OFFER TERMS\"): (a) the commencement date of the proposed letting\n(the \"OFFER SPACE LEASE COMMENCEMENT DATE\") and the expiration date of the\nproposed letting (the \"OFFER SPACE LEASE EXPIRATION DATE\"), which shall be,\nsubject to the provisions of Section 39.06, the Expiration Date of this lease,\n(b) the annual rental payable during the Offer Space Term (as hereinafter\ndefined), (c) any material additional rent payable with respect to the Offer\nSpace, including, without limitation, any additional rent related to increases\nin real estate taxes or operating expenses for the Building, increases in any\nprice index or wage or labor rate, and any sprinkler or water charges, (d) the\ndollar amount of any work which Landlord is willing to perform or pay for in the\nOffer Space (including performing in the Offer Space any Landlord's Work, to the\nextent not previously performed in the Offer Space), (e) any concession or free\nrent period applicable to the proposed letting, (f) any other terms and\nconditions which Landlord deems material, (g) the rentable area of the Offer\nSpace (which rentable area shall be reasonably determined by Landlord in good\nfaith, in a manner consistent with the method used to measure the rentable area\nof the Demised Premises and shall be conclusive and binding upon Tenant), and\n(h) a floor plan of the Offer Space. During the ten (10) business day period\ncommencing on the date that Landlord gives the Offer Space Notice to Tenant,\nTenant shall have the option (the \"OFFER SPACE OPTION\") to lease the Offer Space\nfrom Landlord for the period (the \"OFFER SPACE TERM\") commencing on the Offer\nSpace Lease Commencement Date and expiring on the Offer Space Lease Expiration\nDate. Tenant shall exercise the Offer Space Option by giving Landlord notice\nthereof (the \"EXERCISE NOTICE\") on or before the last day of such ten (10)\nbusiness day period (which last day is hereinafter referred to as the \"EXERCISE\nNOTICE Date\"), TIME BEING OF THE ESSENCE.\n\n      39.02 Tenant shall not have the Offer Space Option if at the time Landlord\nintends to lease the Offer Space to a bona fide third-party tenant, (a) this\nlease is not in full force and effect, or (b) an Event of Default exists.\n\n     39.03 Notwithstanding anything contained in this Article to the contrary,\nthe Offer Space Option shall be deemed revoked, null and void, and of no further\nforce or effect, and the Exercise Notice (or purported Exercise Notice) given in\nconnection with Tenant's attempt to exercise the Offer Space Option shall be\nineffective and void AB INITIO as an Exercise Notice, (a) if Tenant fails to\ngive the Exercise Notice to Landlord on or before the Exercise Notice Date, \n\n\n                                      105\n\n\n\nTIME BEING OF THE ESSENCE, in the manner hereinbefore provided (except as\notherwise expressly provided in Section 39.06 below), or (b) if the notice given\nto Landlord amends, modifies or supplements (or attempts or purports to amend,\nmodify or supplement) any of the Offer Terms set forth in the Offer Space\nNotice, or (c) if at the time of the giving of the Exercise Notice, this lease\nis not in full force and effect, or there exists an Event of Default, or (d) if\nTenant fails to duly execute, acknowledge and deliver to Landlord a lease\nagreement or amendment of this lease (in either case an \"OFFER SPACE LEASE\")\nwith respect to the Offer Space, prepared by Landlord and substantially in the\nform and content set forth in Section 39.04 below, within ten (10) business days\nafter Landlord delivers counterparts of the Offer Space Lease to Tenant, or (e)\nif the guarantors under any guaranty in respect of this lease or the Demised\nPremises fail to duly execute, acknowledge and deliver to Landlord, together\nwith the Offer Space Lease, an amendment to such guaranty, prepared by Landlord,\nwhich covers the Offer Space Lease and the Offer Space, or (f) if on the Offer\nSpace Lease Commencement Date, this lease is not in full force and effect or\nthere exists an Event of Default.\n\n      39.04 If Tenant shall give the Exercise Notice to Landlord on or before \nthe Exercise Notice Date, TIME BEING OF THE ESSENCE, and in the manner set forth\nin Section 39.01 above, the parties hereto shall enter into the Offer Space\nLease with respect to the Offer Space, which Offer Space Lease shall contain all\nof the same terms, covenants and conditions contained in this lease, except\nthat:\n\n            (a)   Those terms and conditions set forth in the Offer Space Notice\nthat are expressly different than the corresponding provisions in this lease,\nshall supersede and replace such corresponding provisions, or shall modify such\ncorresponding provisions accordingly, excluding Article 2 of this lease\n(Landlord hereby agreeing that Article 2 of this lease shall govern) and\nregardless whether the Offer Terms included a security deposit, no additional\nsecurity deposit shall be required under the Offer Space Lease;\n\n            (b)   Those terms and conditions set forth in the Offer Space Notice\nthat are in addition to the terms and conditions of this lease, shall be added\nto the Offer Space Lease;\n\n            (c)   Articles 4, this 39 and 41 and Exhibit G (to the extent that\nLandlord's Work has not been previously performed in the Offer Space) of this\nlease shall be omitted, unless the Offer Space Notice provides otherwise (in\nwhich case such provisions shall be amended accordingly) and the Offer Space\nLease shall provide that Tenant has inspected the Offer Space, is fully familiar\nwith the condition thereof, shall accept possession of the Offer Space on the\nOffer Space Lease Commencement Date in its then \"as-is\" condition and\nacknowledges that neither Landlord, nor any of Landlord's representatives agents\nor employees, has made any representations or warranties with respect to the\nOffer Space, except to the extent the Offer Space Notice provides otherwise, in\nwhich case such provisions shall be amended accordingly; and\n\n            (d)   The Offer Space Lease shall contain a provision, and this \nlease shall be amended to contain a provision, that a default of any of the\nterms, covenants or conditions of the Offer Space Lease or this lease, as the\ncase may be, on Tenant's part to observe, perform or \n\n\n                                      106\n\n\ncomply with (after any required notice and the expiration of any applicable cure\nperiod), shall be an \"Event of Default\" under both this lease and the Offer\nSpace Lease;\n\n            (e)   The Offer Space Lease shall provide that the Offer Space may \nbe serviced by the Equipment (as defined in Article 41 below), but the Offer\nSpace Lease shall not contain a separate provision similar to said Article 41;\nand\n\n            (f)   Article 40 of this lease shall be incorporated into the Offer\nSpace Lease if the Extension Option (as hereinafter defined) has not then been\nexercised.\n\n      39.05 Notwithstanding anything contained in this Article to the contrary,\nthe Offer Space Option shall apply only to, and may not be exercised by any\nperson or entity other than, the Tenant expressly named in this lease or a\nRelated Entity to the Tenant expressly named in this lease or a successor to the\nTenant named herein (or to a Related Entity of the Tenant named herein) after a\nStock Transfer, provided the Tenant expressly named herein or such Related\nEntity or such successor is the then Tenant under this lease and occupies, on\nits own behalf, at least 57,000 rentable square feet of the Demised Premises.\n(Notwithstanding the foregoing, until the Demised Premises comprises 57,000\nrentable square feet (or more), such 57,000 rentable square foot requirement\nshall be reduced to the actual number of rentable square feet of the Demised\nPremises.) In addition, the Offer Space Option shall apply only to the first\nletting of each Offer Space after the date hereof and shall not apply to any\nOffer Space in respect of which an Offer Space Option has been waived, rejected\nor revoked or deemed to have been waived, rejected or revoked. For the purposes\nof this Article, a \"BONA FIDE THIRD PARTY TENANT\" shall mean any person or\nentity with whom Landlord has no direct or indirect relationship (other than as\na prospective tenant of the Building) that is leasing such space for its own\nuse. Therefore, Tenant shall have no Offer Space Option if Landlord desires or\nintends to lease the Offer Space to a person or entity that is not a bona fide\nthird-party tenant. Landlord makes no representation or warranty as to the\npresent or future availability of the Subject Space, except that Landlord\nrepresents to Tenant that no existing tenant of any of the Offer Space has any\nright or option to extend its lease of its portion of the Offer Space..\n\n      39.06 If Landlord gives to Tenant the Offer Space Notice and if Tenant\nfails to give the Exercise Notice to Landlord on or before the Exercise Notice\nDate and in the manner hereinbefore provided, and thereafter Landlord intends to\nlease the Offer Space to a bona fide third party tenant at a net effective rent\n(the \"THIRD PARTY NER\") that is less than ninety-five (95%) percent of the net\neffective rent reflected in the Offer Space Terms (the \"OFFER SPACE NER\"), then,\nsubject to and in accordance with the provisions of this Article, Landlord shall\ngive to Tenant a new Offer Space Notice, and Tenant shall have the Offer Space\nOption with respect to such new Offer Space Notice, as set forth above, except\nthat the new Offer Space Notice shall set forth such new terms and conditions.\nTenant hereby acknowledges and agrees that the term for which Landlord intends\nto lease the Offer Space to a bona fide third party tenant may be greater than\nor less than the Offer Space Term and that in such case, for the purpose of\ncomparing the Third Party NER to the Offer Space NER, Landlord shall, in good\nfaith, adjust the Third Party NER, to the extent necessary, to what the Third\nParty NER would have been if the term for which Landlord intended to lease the\nOffer Space to a bona fide third party tenant were \n\n\n                                      107\n\n\nthe Offer Space Term. For the purposes of this Section, \"NET EFFECTIVE RENT\"\nshall mean, on a dollar per rentable square foot basis, the present value of the\nprojected future rent payments, including escalations, free rent and amortized\nlandlord concessions, expressed as an equivalent annuity over the lease term or\nthe remaining portion of the lease term, using the same discount rate (expressed\nmonthly or annually) for all calculations. The dollar cost per rentable square\nfoot is calculated by dividing the actual gross annuity amount by the rentable\narea in question.\n\n      39.07 If for any reason, the Offer Space Option is not exercised in\naccordance with, and subject to, the applicable provisions of this Article, or\nis waived, rejected or revoked or deemed waived, rejected or revoked, Landlord\nmay, but shall not be obligated, at any time or from time to time, lease,\nlicense or otherwise permit the use of, all or any portions of the Offer Space\nupon any terms and conditions that are acceptable to Landlord.\n\n     39.08 Except as expressly set forth in this lease, Tenant shall not have\nany option to lease the Offer Space or any portions thereof or any other portion\nof the Building except for the Phase II Portion, the Phase III Portion and the\nPhase IV Portion.\n\n                                   ARTICLE 40\n                                EXTENSION OPTION\n\n      40.01 Tenant shall have the option (the \"EXTENSION OPTION\") to extend the\nterm of this lease for a term (the \"EXTENSION TERM\") of five (5) years to\ncommence on the date (the \"EXTENSION TERM COMMENCEMENT DATE\") next succeeding\nthe Expiration Date and to expire on the date (the \"EXTENSION TERM EXPIRATION\nDATE\") which is the fifth (5th) anniversary of the Expiration Date, which\nExtension Option shall be exercised only by Tenant giving to Landlord notice\nthereof (the \"EXTENSION EXERCISE NOTICE\") on or before the date (the \"EXTENSION\nEXERCISE NOTICE DATE\") which is eighteen (18) months prior to the Expiration\nDate, TIME BEING OF THE ESSENCE.\n\n      40.02 Notwithstanding anything contained in this lease to the contrary,\nTenant shall not have the Extension Option if on the date Tenant gives to\nLandlord the Extension Exercise Notice, (a) this lease is not in full force and\neffect, or (b) an Event of Default exists.\n\n      40.03 In addition to the provisions of Section 40.02 above, and\nnotwithstanding anything contained in this lease to the contrary, the Extension\nOption shall be deemed revoked, null and void, and of no further force or\neffect, and the Extension Exercise Notice (or purported Extension Exercise\nNotice) given in connection with Tenant's attempt to exercise the Extension\nOption shall be ineffective and void AB INITIO as an Extension Exercise Notice,\n(a) if Tenant fails to give the Extension Exercise Notice to Landlord on or\nbefore the Extension Exercise Notice Date (TIME BEING OF THE ESSENCE) in the\nmanner hereinbefore provided, or (b) if at the time of the giving of the\nExtension Exercise Notice, this lease is not in full force and effect, or there\nexists an Event of Default, or (c) if the guarantors under any guaranty in\nrespect of this lease or the demised premises fail to duly execute, acknowledge\nand deliver to Landlord within ten (10) days after Landlord's request therefor,\nan amendment to such guaranty, prepared by Landlord, which covers the Extension\nTerm, or (d) if prior to the Extension Term \n\n\n                                      108\n\n\nCommencement Date, this lease or the term hereof has ended, expired or is not\notherwise in full force and effect, or an Event of Default occurs.\nNotwithstanding anything contained in this lease which may be deemed to the\ncontrary, if Tenant exercises the Extension Option, but prior to the Extension\nTerm Commencement Date, this lease or the term hereof has ended, expired or is\nnot otherwise in full force and effect as a result of any Event of Default,\nthen, solely for the purposes of calculating the damages to which Landlord is\nentitled under Articles 25, 26 and 27 of this lease, the term of this lease\nshall be deemed to have been extended by the Extension Term, and the annual\nExtension Rent (as hereinafter defined) for the Extension Term shall be deemed\nto be the fixed rent in effect on the last day of the initial term of this\nlease, without taking into account any abatements thereof under Article 9 hereof\nor otherwise.\n\n      40.04 The Extension Term, if any, shall be upon, and subject to, all of\nthe terms, covenants and conditions provided in this lease for the initial term\nhereof (including, without limitation, subsections 5.01(b) and 5.07(c)), except\nthat:\n\n            (a)   any terms, covenants, or conditions hereof that are expressly \nor by their nature inapplicable to the Extension Term (including, without\nlimitation, Articles 4, 39, this 40 and Exhibit G hereof) shall not apply during\nthe Extension Term; and\n\n            (b)   the annual fixed rent payable by Tenant during the Extension\nTerm (hereinafter referred to as the \"EXTENSION RENT\") shall, subject to\nadjustment as otherwise in this lease provided, be an amount equal to\nninety-five (95%) percent of the fair market rental value of the Demised\nPremises, to be determined as provided in Sections 40.05 and 40.06 hereof and to\nbe calculated as of the Extension Term Commencement Date on the basis of a new\nletting of the Demised Premises for the Extension Term for a term of five (5)\nyears (but taking into account the fact that the Base Tax Year and the Base\nOperational Year are not changed and taking into account the testimony and\ndocumentary evidence, and the facts and data, referred to in subsection 40.06(d)\nbelow). The amount which equal the fair market rental value of the Demised\nPremises for the Extension Term is herein referred to as the \"FMV AMOUNT.\"\n\n      40.05 The initial determination of the FMV Amount shall be made by\nLandlord. Landlord shall give notice (a \"RENT Notice\") to Tenant of the proposed\nFMV Amount on or before the date which is three (3)) months prior to the\nExtension Term Commencement Date. The FMV Amount so determined by Landlord shall\nbe deemed conclusive and binding upon Tenant unless on or before the date (the\n\"DETERMINATION DATE\") which is forty-five (45) days after Landlord gives to\nTenant the Rent Notice (a) Tenant gives to Landlord notice (the \"DISPUTE\nNOTICE\") that Tenant disputes the FMV Amount so determined by Landlord, or (b)\nLandlord and Tenant agree in writing (which agreement (an \"FMV AGREEMENT\") shall\nbe duly executed and delivered by Landlord and Tenant) upon the fixed rent for\nthe Extension Term. If Tenant sends to Landlord a Dispute Notice within the time\nand in the manner hereinbefore provided, and if Landlord and Tenant fail to so\nagree upon the fixed rent for the Extension Term, the FMV Amount for the\nExtension Term shall be determined by arbitration pursuant to Section 40.06\nbelow.\n\n\n                                      109\n\n\n      40.06 If Tenant gives to Landlord a Dispute Notice in respect of the FMV\nAmount so determined by Landlord as provided in Section 40.05 above, and\nLandlord and Tenant fail to execute and deliver an FMV Agreement on or before\nthe Determination Date, then the FMV Amount for the Extension Term shall be\ndetermined by arbitration as follows:\n\n            (a)   Landlord and Tenant shall each appoint an arbitrator by \nwritten notice given to the other party hereto not later than thirty (30) days\nafter the Determination Date, which arbitrators may then be regularly employed\nor engaged by Landlord and Tenant. If either Landlord or Tenant fail to appoint\nan arbitrator within such period of time and thereafter fail to do so by written\nnotice given within a period of five (5) days after notice by the other party\nrequesting the appointment of such arbitrator, then such arbitrator shall be\nappointed by the American Arbitration Association or its successor (the branch\noffice of which is located in or closest to the City and State of New York),\nupon request of either Landlord or Tenant, as the case may be;\n\n            (b)   the two (2) arbitrators appointed as above provided shall\nattempt to reach an agreement as to the FMV Amount, and in the event that they\nare unable to do so within thirty (30) days after their joint appointment, then\nthey shall appoint a third (3rd) arbitrator by written notice given to both\nLandlord and Tenant, and, if they fail to do so by written notice given within\nsixty (60) days after their appointment, such third (3rd) arbitrator shall be\nappointed as above provided for the appointment of an arbitrator in the event\neither party fails to do so. Such third (3rd) arbitrator shall not then be\nregularly employed or engaged by either Landlord or Tenant or any of their\nrespective affiliates;\n\n            (c)   all of such arbitrators shall be New York State licensed real\nestate brokers having not less than ten (l0) years experience in representing\nowners or tenants in commercial leasing transactions in respect of first-class\noffice buildings in midtown Manhattan; and\n\n            (d)  the arbitrators, selected as aforesaid, forthwith shall\nconvene and render their decision in accordance with the then applicable rules\nof the American Arbitration Association or its successor, which decision shall\nbe strictly limited to a determination of the FMV Amount (as defined in Section\n40.04 above), within thirty (30) days after the appointment of the second (2nd)\narbitrator or the third (3rd) arbitrator, as the case may be. The decision of\nsuch arbitrators shall be in writing. If the first two (2) arbitrators appointed\nas above provided reach an agreement as to the FMV Amount, said agreement shall\nbe the decision of the arbitrators. If a third (3rd) arbitrator is appointed as\nabove provided, then such third (3rd) arbitrator's decision shall be limited to\nselecting the determination of the FMV Amount made by either the first (1st)\narbitrator or the second (2nd) arbitrator. Insofar as the same is in compliance\nwith the provisions and conditions of this Article, the decision of the\narbitrators shall be binding upon Landlord and Tenant. Duplicate original\ncounterparts of such decision shall be sent forthwith by the arbitrators by\ncertified mail, return receipt requested, to both Landlord and Tenant. The\narbitrators, in arriving at their decision (including the third (3rd)\narbitrator, notwithstanding the fact that the third (3rd) aribtrator's decision\nis limited as hereinbefore provided), shall be entitled to consider all\ntestimony and documentary evidence that may be presented at any hearing, as well\nas facts and data which the arbitrators may discover by\n\n\n                                      110\n\n\ninvestigation and inquiry outside such hearings. If, for any reason whatsoever,\na written decision of the arbitrators shall not be rendered within thirty (30)\ndays after the appointment of the third (3rd) arbitrator, then, at any time\nthereafter before such decision shall have been rendered, either party may apply\nto the Supreme Court of the State of New York or to any other court having\njurisdiction and exercising the functions similar to those now exercised by such\ncourt, by action, proceeding or otherwise (but not by a new arbitration\nproceeding) as may be proper, to determine the question in dispute consistently\nwith the provisions of this lease. The cost and expense of such arbitration,\naction, proceeding, or otherwise shall be borne equally by Landlord and Tenant,\nbut Landlord and Tenant shall each pay their own attorneys' fees and\ndisbursements and witnesses fees.\n\n      40.07 If Tenant gives to Landlord a Dispute Notice in respect of the FMV\nAmount so determined by Landlord as provided in Section 40.05, and the fixed\nrent for the Extension Term shall not be finally determined pursuant to the\nterms of Section 40.05 or 40.06 hereof on or before the Extension Term\nCommencement Date, then:\n\n            (a)   The annual fixed rent payable by Tenant during the Extension\nTerm until the fixed rent for the Extension Term shall be so finally determined\nshall, subject to adjustment as herein provided, be equal to the annual fixed\nrent, Tax Payment and Operating Expense Payment in effect on the last day of the\ninitial term of this lease, without taking into effect any abatement, offset or\nreduction (collectively, the \"EXTENSION MINIMUM RENT\"); and\n\n            (b)   If the fixed rent for the Extension Term, as finally \ndetermined pursuant to the terms of Section 40.06 hereof, shall be greater or\nless than the Extension Minimum Rent, then (i) the annual fixed rent payable by\nTenant for the balance of the Extension Term shall be and become the fixed rent\nas so finally determined, and (ii) if the fixed rent for the Extension Term, as\nso determined, shall be greater than the Extension Minimum Rent, Tenant shall,\nwithin twenty (20) days after Landlord's demand therefor, pay to Landlord an\namount equal to the difference between (x) the sum of the actual fixed rent\npayments paid to Landlord during the Extension Term before such final\ndetermination and (y) the sum of the fixed rent payments that would have been\npayable by Tenant if the fixed rent for the Extension Term had been finally\ndetermined prior to the Extension Term Commencement Date; or if the fixed rent\nfor the Extension Term, as so determined, shall be less than the Extension\nMinimum Rent, Landlord shall, within twenty (20) days after Tenant's demand\ntherefor pay to Tenant an amount equal to the difference between the sum of the\namount described in clause (x) above and the sum of the amount described in\nclause (y) above. If Landlord does not pay such difference within such twenty\n(20) day period and such failure continues for more than three (3) business days\nafter notice from Tenant that same is overdue, then such difference shall be\ndeducted from the next installment(s) of fixed rent and additional rent payable\nhereunder.\n\n     40.08 If, in accordance with and subject to, all of the terms, covenants\nand conditions contained in this Article, the term of this lease is extended for\nthe Extension Term, then \"EXPIRATION DATE,\" as such term is used in this lease,\nshall mean the \"EXTENSION TERM EXPIRATION DATE,\" and \"TERM OF THIS LEASE\" (and\ncomparable words), shall mean the initial term of this lease, as extended by the\nExtension Term. Notwithstanding anything which may be \n\n\n                                      111\n\n\n\ncontained in this lease to the contrary, Landlord shall have no obligation or\nduty, nor shall Landlord be required, to make any repairs, installations,\nalterations or improvements to the Demised Premises or any portion thereof\n(including, without limitation, painting, finishing, plastering or decorating),\nwith respect to the Extension Term, provided, however, that nothing contained in\nthis sentence shall affect Landlord's obligations to perform the repairs that\nLandlord is expressly required to make under this lease. Except as expressly set\nforth in this Article, Tenant shall not have any option or right to extend or\nrenew the term of this lease.\n\n                                   ARTICLE 41\n                           SATELLITE DISH INSTALLATION\n\n      41.01 For the period (the \"DISH TERM\") commencing on the Commencement\nDate and ending on the earlier of (a) the last day of the term of this lease,\nand (b) the termination or revocation of license provided for in this Article\n(such license being hereinafter referred to as the \"DISH LICENSE\"), Tenant shall\nhave the right, in accordance with, and subject to, the provisions of this\nArticle, to install, maintain, repair, use and operate on the roof of the\nBuilding, at its sole cost and expense one (1) satellite dish and support\nequipment (such satellite dish and support equipment being hereinafter\ncollectively referred to as the \"EQUIPMENT\"), which Equipment shall be cabled to\nthe Demised Premises through a riser designated by Landlord and shall not\npenetrate the roof of the Building, subject to all of the applicable terms,\ncovenants and provisions of this Article, and subject to Landlord's prior\nwritten approval (which approval shall not be unreasonably withheld, conditioned\nor delayed) including, without limitation, approval as to location, which\napproval shall also be required for modifications to, and the removal of, the\nsame. In connection with such installation, maintenance, repair, use and\noperation (collectively, the \"DISH PERMITTED USES\"), Tenant shall comply with\nall laws, ordinances, orders, rules, regulations and requirements of all\ngovernmental and quasi-governmental authorities having jurisdiction of or over\nthe installation, maintenance, repair, use, operation or removal of the\nEquipment, or the use of the Roof Space (as hereinafter defined) or any other\nportion of the Building (collectively, \"DISH LAWS\"), regardless of whether such\ncompliance requires, at any time during the Dish Term, the making of alterations\nto the Building (which alterations may only be made in accordance with, and\nsubject to, the applicable provisions of this Article) or other expenditures,\nwhether foreseen or unforeseen, ordinary or extraordinary; shall, prior to\ncommencing the installation of the Equipment, provide Landlord with a radiation\nhazard analysis satisfactory to Landlord, and prior to commencing the\ninstallation of the Equipment, and from time to time thereafter, but not more\nfrequently than once every three (3) years within ten (10) days after Landlord's\nrequest therefor, provide Landlord with the affidavit of a licensed and\ncertified engineer, stating that the Equipment complies with the Dish Laws; and\nshall procure, maintain and pay for all permits, certificates, consents,\nauthorizations and licenses required therefor, including all renewals thereof\n(collectively, \"DISH PERMITS\"). All reasonable costs and expenses paid or\nincurred by or on behalf of Landlord in connection with the Equipment, the\nInstallation (as hereinafter defined) and the Dish Permitted Uses, shall be\nreimbursed to Landlord, from time to time, within fifteen (15) days after\nLandlord gives to Tenant Landlord's itemized invoice therefor, together with\nreasonable evidence of the amounts so paid or incurred by Landlord.\n\n\n                                      112\n\n\n     41.02  (a)   The portion of the roof of the Building on which the Equipment\nare to be located, which portion shall be reasonably designated by Landlord and\nshall be of sufficient size for the Equipment, is herein referred to as the\n\"ROOF SPACE.\" Tenant shall use the Roof Space for the Dish Permitted Uses, as\nhereinbefore and hereinafter provided, and for no other purpose. Tenant shall\nnot make, or permit to be made, any alteration, installation, improvement,\nsubstitution or addition to the Roof Space or any other portion of the Building,\nexcept as expressly permitted under this lease.\n\n            (b)   Tenant shall not cause or permit Hazardous Materials to be \nused, transported, stored, released, handled, produced or installed in, on or\nfrom the Roof Space. In the event of a breach of the provisions of this\nsubsection (b), Landlord shall, in addition to all of its rights and remedies\nunder this lease and pursuant to law, require Tenant to remove any or all of\nsuch Hazardous Materials from the Roof Space in the manner prescribed for such\nremoval by all requirements of law.\n\n      41.03 Tenant shall not at any time use or occupy, or suffer or permit\nanyone to use the Roof Space or any other portion of the Building, or do or\npermit anything to be done in the Roof Space or in any other portion of the\nBuilding, which would (a) have a material adverse effect on, in the reasonable\njudgment of Landlord, (i) the proper and economical rendition of any service\nrequired to be furnished to any tenant or other occupant or user of portions of\nthe Building, (ii) the use or enjoyment of any part of the Building by any other\ntenant or other occupant or user of portions of the Building, or (iii) the\nappearance, character or reputation of the Building as a first-class facility,\nor (b) violate the Certificate of Occupancy for the Building or any Dish Laws\n(including zoning and building codes) or the Dish Permits.\n\n      41.04 (a) Before commencing the installation of the Equipment or any other\nalterations, improvements, additions or other work or changes related thereto\n(such installation and other alterations, improvements, additions and other work\nand changes being hereinafter referred to as the \"INSTALLATION\"), Tenant, at its\nsole cost and expense, shall prepare and submit to Landlord for Landlord's\napproval, reasonably detailed plans and specifications therefor, which approval\nshall not be unreasonably withheld, conditioned or delayed. The cost and expense\nreasonably incurred and\/or paid by Landlord in connection with the review of\nsaid plans and specifications (and all revisions thereto), and the inspection of\nthe work in respect thereof, by Landlord and Landlord's architects, engineers\nand other consultants and professionals shall be reimbursed by Tenant to\nLandlord within fifteen (15) days after Landlord gives to Tenant Landlord's\nitemized invoice therefor (together with reasonable evidence of the amounts so\npaid or incurred by Landlord), Tenant hereby agreeing that neither Landlord's\napproval of plans or specifications, nor its inspection of such work, nor its\nright to inspect such work, shall impose upon Landlord any obligation or\nliability whatsoever with respect thereto, including, without limitation, any\nobligation or liability that might arise as a result of such work not being\nperformed in accordance with applicable laws and requirements or with the plans\nand specifications approved by Landlord or otherwise. Landlord may, as a\ncondition of its approval, require Tenant to make revisions in and to such plans\nand specifications. Landlord shall respond, in reasonable detail, to Tenant's\nrequest to approve said plans and specifications within ten (10) business days\nafter Landlord receives a complete set of said plans and specifications, and\nLandlord shall respond, in reasonable detail, to Tenant's request to approve\nrevisions to said \n\n\n                                      113\n\n\nplans and specifications within seven (7) business days after Landlord receives\nsuch revisions. Landlord's approval to any of said plans and specifications or\nrevisions thereto shall not be effective unless same is in writing. If within\nseven (7) business days after Landlord receives a complete set of said plans and\nspecifications (or if within seven (7) business days after Landlord receives any\nrequested revisions thereto), Landlord fails to respond to Tenant's request for\nLandlord's approval thereof (whether by granting or denying such approval or by\nrequesting revisions or further revisions), Tenant shall give to Landlord a\nsecond (2nd) notice notifying Landlord that if within three (3) business days\nafter Landlord's receipt of such second (2nd) notice Landlord fails to respond\nto Tenant's request for such approval, such failure shall be deemed the granting\nof such approval. Thereafter, if Landlord fails to respond to Tenant's request\nfor such approval within such three (3) business day period (whether by granting\nor denying such approval or by requesting revisions or further revisions to said\nplans and specifications), such approval shall be deemed given, but only to the\nplans and specifications (or revisions) so submitted. Tenant shall not use,\nemploy or retain any contractor or mechanic, or permit the use, employment or\nretention of any subcontractor, that has not been first approved by Landlord,\nwhich approval shall not be unreasonably withheld, conditioned or delayed.\n\n            (b)   Before commencing the Installation, Tenant shall, at its\nexpense, obtain all permits, notices, approvals and certificates required by all\ngovernmental and quasi-governmental authorities for the commencement and\nprosecution thereof, and, upon completion, for the final approval thereof, and\nshall cause the Installation to be performed in compliance therewith, as well as\nwith all applicable laws and requirements of public authorities and all\napplicable requirements of insurance bodies, in a good and workmanlike manner,\nusing new materials and equipment. Duplicates of all such permits, notices,\napprovals and certificates shall be delivered to Landlord before commencing the\nInstallation, and upon the completion thereof, as the case may be. The\nInstallation shall be performed in such a manner as not to unreasonably\ninterfere with or delay, and (unless Tenant shall indemnify Landlord therefor to\nthe Landlord's reasonable satisfaction) as not to impose any additional expense\nupon Landlord in, the maintenance or operation of the Building. Throughout the\nperformance of the Installation and the performance of any repair or maintenance\nwork to the Equipment, Tenant shall, at its expense, carry, or cause to be\ncarried, worker's compensation insurance in statutory limits and general\nliability insurance and personal and property damage insurance for any\noccurrence in or about the Building as set forth in Article 11 of this lease.\nAll such insurance policies shall name Landlord, each Present Additional Insured\nand all other additional insureds requested by Landlord, and their respective\nagents as additional insureds, be in such limits as Landlord may reasonably\nprescribe and be placed with insurers reasonably satisfactory to Landlord.\nTenant shall furnish Landlord with satisfactory evidence that such insurance is\nin effect before the commencement of the Installation and, on request, at\nreasonable intervals thereafter during the performance of the Installation.\n\n            (c)   Tenant shall, at its expense and with diligence and dispatch,\nprocure the cancellation or discharge of all notices of violation arising from,\nor otherwise directly connected with, the Installation that shall be issued by\nthe Department of Buildings or any other public or quasi-public authority having\nor asserting jurisdiction. Tenant shall defend, indemnify and save Landlord\nharmless from and against all mechanic's and other liens filed in connection\nwith the Installation or for any other work claimed to have been done for, or\nmaterials furnished to, \n\n\n                                      114\n\n\nTenant, pursuant to this Article, including, without limitation, the liens of\nany security interest in, conditional sales of, or chattel mortgages upon, any\nmaterials, fixtures or articles so installed in and constituting part of the\nBuilding, and against all costs, expenses and liabilities incurred or paid in\nconnection with any such lien, security interest, conditional sale, or chattel\nmortgage or any action or proceeding brought thereon. Tenant, at its expense,\nshall satisfy or discharge all such liens (by bonding or otherwise), and remove\nsame from the record, within thirty (30) days after Landlord makes written\ndemand therefor\n\n            (d)   The Installation, as well as the maintenance, repair and\noperation of the Equipment, shall be done in a manner so as not to: (i) create\nany work stoppage, picketing, labor disruption, or dispute; (ii) violate\nLandlord's union contracts affecting the Building or the land on which it is\nlocated; or (iii) unreasonably or materially interfere with the business of\nLandlord or any tenant or occupant of the Building. In the event of the\noccurrence of any condition described above, Tenant shall, promptly upon notice\nfrom Landlord, cease whatever it is doing that is giving rise to such condition.\nIn the event that Tenant fails to cease whatever it is doing that is giving rise\nto such condition as aforesaid, Landlord, in addition to any rights available to\nit under this Article, at law or equity, shall have the right to injunction\nwithout notice. Tenant shall make all arrangements for, and pay all expenses\nincurred in connection with, use of the freight elevators of the Building,\nsubject to the provisions of Section 13.08 above, including the last sentence\nthereof, but, with respect to such last sentence, only to the extent that the\nInstallation is performed during Tenant's Work.\n\n      41.05 Intentionally Deleted Prior to Execution.\n\n      41.06 All of Tenant's obligations and liabilities under Article 11 of this\nlease (subject, however, to Section 11.03) shall apply to the Equipment and the\nRoof Space as if the Roof Space were a part of the Demised Premises. In\naddition, Tenant shall procure, maintain and pay for such liability and property\ndamage insurance as Landlord shall reasonably require in connection with the\nInstallation and the, maintenance, repair and operation of the Equipment, in\nform, substance and with limits of liability reasonably approved, in writing, by\nLandlord. Tenant shall have Landlord, the holders of all superior mortgages, the\nlessors under all superior leases, the agents and representatives of all of the\nforegoing and all other entities and persons reasonably designated by Landlord,\nnamed as additional insureds on all such insurance policies.\n\n      41.07 Other than the electricity that Landlord is expressly obligated to\nsupply to the Demised Premises pursuant to Article 16 of this lease, Landlord\nshall not be obligated to provide any additional electricity for the operation\nof the Equipment. Subject to Section 19.01 above, Tenant, at its sole cost and\nexpense, shall bring the electricity required to operate the Equipment from the\nDemised Premises to the Roof Space, in accordance with, and subject to, the\nprovisions of Section 16.04 of this lease. The electricity used for the\noperation of the Equipment shall be part of \"Usage\" (as such term is defined and\nused in Article 16 of this lease) and Tenant shall pay for such Usage in\naccordance, and subject to, the provisions of said Article 16.\n\n      41.08 (a) Tenant covenants and agrees that the installation, maintenance,\nrepair, operation and removal of the Equipment on the roof of the Building or in\nany other part of the Building shall be at the sole risk of Tenant. Neither\nLandlord, nor any agent or employee of \n\n\n                                      115\n\n\nLandlord, nor any person or entity claiming by, through or under Landlord or\nsuch agent or employee, shall be responsible or liable for any injury or damage\nto, or loss of, the Equipment, by reason of theft, fire or other casualty, or\notherwise, whether or not resulting from any negligent acts or omissions.\nTenant, at Tenant's sole cost and expense, shall promptly repair any and all\ndamage to the roof of the Building and to any part of the Building caused by or\nresulting from the installation, maintenance, repair, operation or removal of\nthe Equipment, and shall promptly maintain the Equipment in good working\ncondition, and promptly make all repairs thereto and replacements thereof;\nprovided, however, that all maintenance, repair and replacement work shall be\nperformed only by a contractor or contractors reasonably designated or approved\nby Landlord. If Tenant fails to so maintain, or make any repairs to or\nreplacements of, the Equipment, the roof of the Building or any other part of\nthe Building, Landlord may, but shall not be obligated to, perform such\nmaintenance or make such repairs or replacements, and Tenant shall reimburse\nLandlord for all reasonable costs and expenses paid or incurred by Landlord as a\nresult thereof, within fifteen (15) days after Landlord gives to Tenant\nLandlord's itemized invoice therefor, together with reasonable evidence of the\namounts so paid or incurred by Landlord.\n\n            (b)   Tenant shall indemnify and hold Landlord harmless from and\nagainst any and all actions, proceedings, liabilities, obligations, claims,\ndamages, deficiencies, losses, judgments, suits, expenses and costs (including,\nwithout limitation, reasonable legal fees and disbursements) in connection with\nor resulting from the Dish Permitted Uses or the presence or removal of the\nEquipment or other use thereof. Tenant further covenants and agrees that the\nEquipment and any related equipment erected or installed by Tenant pursuant to\nthe provisions of this Article shall be erected, installed, repaired, maintained\nand operated by Tenant at the sole cost and expense of Tenant and without\ncharge, cost or expense to Landlord.\n\n            (c)   Tenant hereby acknowledges that Landlord has made no\nrepresentations or warranties as to whether the roof of the Building is suitable\nfor the installation, maintenance or operation of the Equipment, or whether the\nEquipment can be used for its intended purpose.\n\n      41.09 The parties agree that Tenant's use of the roof of the Building is\nnon-exclusive and Landlord may use, and\/or permit any other person or entity to\nuse, any other portion of the Building for any purpose, including the\ninstallation of other satellite dishes, antennae, generators and\/or\ncommunications systems. Tenant shall not permit its use of the roof of the\nBuilding, or the installation, operation, maintenance, repair or removal of the\nEquipment, to impair, unreasonably interfere with or materially adversely affect\nLandlord's or such other person's or entity's data transmission and reception\nvia their respective antennas or satellite dishes, and support equipment, if\nany, or to interfere with or adversely affect the operation or use of any of the\nBuilding's systems or services, and Landlord shall use commercially reasonable\nefforts to cause the antennas and satellite dishes of others on the roof of the\nBuilding not to unreasonably interfere with the transmission from, or reception\nto, the Equipment. In no event shall the maximum level of microwave emissions\nfrom the Equipment, when combined with all other microwave emissions from the\nBuilding, exceed an amount equal to the total microwave emissions allowable for\nthe Building as determined by the governmental authorities having jurisdiction\nthereof. Tenant's use of the roof of the Building for the Dish Permitted Uses\nshall be without charge to Tenant, except as otherwise expressly provided in\nthis lease.\n\n\n                                      116\n\n\n      41.10 Tenant acknowledges that it is fully familiar with the condition of\nthe roof of the Building, and that it has examined, investigated and inspected\nthe roof of the Building (or has had adequate opportunity to have examined,\ninvestigated and inspected the roof of the Building) and has had adequate\nopportunity to conduct such further examinations, investigations and inspections\nof the roof of the Building as it deemed necessary or desirable. Neither\nLandlord, nor any of its agents or representatives, has made or does make any\nrepresentations or warranties as to the physical condition of the roof, or as to\nwhether any portion of the roof (including the Roof Space) can be used for the\ninstallation or operation of an antenna or satellite dish, or as to whether any\nlaws, orders, regulations, directions, rules or requirements permit, prohibit,\nrestrict or limit Tenant in any way to so install and operate, or from so\ninstalling and operating, an antenna on the Roof Space or any other portion of\nthe Building, or as to whether any of the required permits, certificates,\nconsents, authorizations and licenses will be issued or given.\n\n      41.11 Nothing contained in this Article, including, without limitation,\nthe incorporation or application of certain provisions of this lease to the\ninstallation, operation and maintenance of the Equipment and the Roof Space,\nshall grant (or be deemed to have granted) any leasehold or other possessory\nrights, title, estates or interests in or to the Roof Space or any other portion\nof the Building. Tenant's use of the Roof Space, and its right to install,\noperate and maintain the Equipment, is a license, and shall be subject to\nSection 713, Paragraph 7 of the New York Real Property Actions and Proceedings\nLaw and all other applicable laws. Landlord may, by giving notice to Tenant,\ntemporarily or permanently revoke the within license (a) in order to allow the\nmaking of any and all repairs, replacements, changes, modifications,\nimprovements, decorations or substitutions (collectively, \"REPAIRS\") to the Roof\nSpace or any other portion of the Building, which Landlord, in Landlord's\ndiscretion, deems necessary or desirable, (b) if the whole or any portion of the\nRoof Space or the Building shall be damaged or destroyed by fire or other\ncasualty, or acquired or condemned for any public or quasi-public use or\npurpose, (c) if Landlord is temporarily or permanently prohibited, prevented or\nlimited from permitting Tenant to use the Roof Space on account of any law,\norder, regulation, direction, rule or requirement or by reason of strikes, labor\ntroubles, accidents, inability to obtain insurance at commercially reasonable\nrates, repairs or any other cause beyond Landlord's reasonable control, or (d)\nif Tenant's maintenance, use or operation of the Equipment impairs, unreasonably\ninterferes with or materially adversely affects Landlord's or any other person's\nor entity's data transmission or reception via their respective antennae or\nsatellite dishes, and support equipment (other than antennae or satellite dishes\nof other tenants of the Building that are installed on the roof of the Building\nafter the installation of the Equipment), or the proper operation or use of any\nof the Building's systems or services (all of the foregoing described in clauses\n(a) through (d) being hereinafter collectively referred to as \"UNAVOIDABLE\nEVENTS\", and individually as an \"UNAVOIDABLE EVENT\"). If in connection with any\nUnavoidable Event, Landlord temporarily revokes the within license, then this\nArticle and the obligations of Tenant to observe, perform and comply with all of\nthe terms, covenants and conditions in this Article on Tenant's part to observe,\nperform and comply with, shall not be affected, impaired or excused on account\nthereof. If in connection with any of the foregoing, Landlord does not so revoke\nthe within license, Landlord shall use reasonable efforts to minimize\ninterference with Tenant's operation of the Equipment during the time that the\nRepair is being performed, the Roof Space is being repaired in connection with\nsuch fire, other casualty, acquisition or condemnation, or the Unavoidable\n\n\n                                      117\n\n\nEvent is being corrected, as the case may be. If Landlord permanently revokes\nthe within license, Landlord shall not be subject to any liability nor shall\nTenant be entitled to any compensation or abatement of the rent or additional\nrent under this lease, nor shall such revocation be deemed a constructive or\nactual eviction from any portion of the Demised Premises. Notwithstanding\nanything contained in this Section to the contrary, Landlord may not permanently\nrevoke the within license if upon the completion of the Repair, the completion\nof any repair in respect of such fire, other casualty, acquisition or\ncondemnation, or the completion of such correction, as the case may be, the roof\nof the Building continues to be used for the installation and operation of an\nantenna or satellite dish by tenants of the Building, in which case, if the\nexisting Roof Space is not available for the Equipment, then Landlord shall\ndesignate new Roof Space..\n\n      41.12 Landlord reserves the right, without any liability to Tenant, to \nstop service of any systems or services serving the Roof Space or the Equipment,\nor the rendition of any of the other services required of Landlord under this\nArticle, whenever and for so long as may be necessary, by reason of accidents,\nemergencies, strikes or the making of repairs or changes which Landlord is\nrequired by this Article or by law to make or in good faith deems necessary, by\nreason of difficulty in securing proper supplies of fuel, steam, water,\nelectricity, labor or supplies, or by reason of any other cause beyond\nLandlord's reasonable control. If Landlord stops any such service or system or\nthe rendition of any of such other services, and such event materially\ninterferes with Tenant's use of the Equipment, then Landlord shall use\ncommercially reasonable efforts to resume the service or system as soon as\npossible , except that nothing contained in this lease shall require Landlord to\nincur overtime costs or expenses or other bonus or incentive fees to perform\nwork on a fast-track or expedited basis.\n\n      41.13 Tenant shall give notice to Landlord, promptly after Tenant learns\nthereof, of (a) any accident in or about the Roof Space or related to the\nEquipment, (b) all fires in or to the Roof Space or any of the Equipment, (c)\nall damages to or defects in the Roof Space.\n\n      41.14 Notwithstanding anything to the contrary contained in this, Landlord\nshall have no obligation to repair any damage to, or to replace the Equipment or\nany fixtures, furniture, furnishing, equipment or other property or effects of\nTenant related to the Equipment.\n\n      41.15 Tenant shall not directly or indirectly, by operation of law, or\notherwise, assign or otherwise transfer the Dish License or its rights under\nthis Article, or underlet, sublet, or sublicense, the Dish License, any of such\nrights, or any portion of the Roof Space. Tenant acknowledges and agrees that\nthe Dish License and the rights granted to Tenant pursuant to this Article, are\ngranted exclusively for the enjoyment of Tenant hereunder, and for no other\npersons or entities and only during such time as such Tenant is the tenant under\nthis lease. Under no circumstances may Tenant charge for the use of the\nEquipment. Except as set forth in the preceding sentence, if Tenant assigns any\nof its right, title or interest in this lease, or sublets, or permits any person\nor entity to use, any portion of the Roof Space, then the Dish License and all\nsuch rights shall be revoked and terminated on the effective date of such\nassignment or the commencement date of such sublease or use, as the case may be.\n\n      41.16 The Equipment and related equipment installed by Tenant pursuant to\nthe provisions of this Article shall be and remain Tenant's property, and, upon\nthe expiration of the \n\n                                      118\n\n\n\nDish Term, or such earlier date selected by Tenant, shall be removed by Tenant,\nat Tenant's sole cost and expense, and Tenant shall repair any damage to the\nroof of the Building, or any other portion or portions of the Building caused by\nor resulting from said removal. If Tenant fails so to remove the Equipment and\nrelated equipment, Landlord may remove same, as a duly authorized agent of\nTenant, and store the same in the name and at the expense and risk of Tenant or\nthose claiming through or under it, without in any way being liable for\nconversion or negligence by reason of said acts of Landlord or anyone claiming\nunder it or by reason of the negligence of any person in caring for said\nproperty while in storage. Any property of Tenant not removed on or before the\nlast day of the Dish Term shall be deemed abandoned in which event, at\nLandlord's election, either (a) such property shall become the property of\nLandlord without any further right in or claim by Tenant or (b) Landlord may\nremove such property from the Roof Space and the Building and dispose of such\nproperty in Landlord's sole discretion, all at the expense of Tenant.\n\n      41.17 If prior to the expiration of the term of this lease, all or\nsubstantially all of the Equipment has been removed and not replaced within one\n(1) year after such removal, the Dish License shall be permanently terminated\nand revoked as of the last day of such one (1) year period.\n\n      41.18 Landlord, upon thirty (30) days' prior written notice to Tenant, may\nreasonably relocate the Equipment and related equipment to other areas of the\nBuilding and roof thereof, which relocation shall be at Landlord's cost and\nexpense (except as hereinafter provided), and which right of relocation shall be\nin addition to any and all of Landlord's other rights and remedies available at\nlaw or in equity if the necessity therefor results from any failure of Tenant to\nobserve, perform or comply with any of the terms, covenants or conditions\ncontained in this Article. If the necessity of such relocation results from such\nfailure, then the cost and expense of such relocation shall be paid by Tenant to\nLandlord within fifteen (15) days after Landlord's demand therefor.\n\n      41.19 Landlord shall have the right to assign or transfer its obligations\nunder this Article, separate and apart from its interest, obligations and\nliabilities in, under and to this lease, to an entity responsible for the\nmanagement of the roof of the Building, or any other third party, at any time,\nand in such event the obligations of Landlord under this Article shall not be\nbinding upon the Landlord with respect to any period subsequent to the\nassignment or transfer of its obligations under this Article or with respect to\nthe roof of the Building, and in the event of such assignment or transfer, said\nobligations shall thereafter be binding upon each assignee or transferee or\nsubsequent assignee or transferee, but only with respect to the period ending\nwith a subsequent assignment or transfer within the meaning of this Section. If\nsuch assignee or transferee shall request that Tenant enter into a direct\nagreement between Tenant and such transferee or assignee evidencing the\nagreements set forth herein Tenant hereby agrees to promptly execute and deliver\nany such instrument that Landlord or such transferee or assignee may reasonably\nrequest, provided that such agreement is upon substantially identical terms and\nconditions as set forth in this Article, and shall not increase Tenant's\nobligations hereunder or reduce its rights hereunder or under an SNDA, and\nprovided same shall be at no cost to Tenant other than the cost to review same.\nIn the event such direct agreement is executed, this Article shall thereupon be\nterminated and be of no further force or effect.\n\n                                      119\n\n\n                                   ARTICLE 42\n                               EMERGENCY GENERATOR\n\n      42.01 Landlord agrees that in the event Landlord shall furnish and install\nan emergency generator or similar back-up energy supply system in the Building\n(a \"GENERATOR\") then, to the extent that the Generator has sufficient excess\ncapacity (the \"EXCESS CAPACITY\") beyond the capacity that Landlord determines is\nnecessary to operate the elevators, heating, ventilating and air conditioning,\ncommon area electric and other Building services or systems, Tenant shall be\npermitted, at its sole cost and expense, to connect to the Generator (in a\nlocation and in a manner designated by Landlord, Landlord reserving the right to\nrequire Tenant to utilize Landlord's designated contractor to perform the work\nrelated to such connection, provided that Landlord's contractor's prices are\ncompetitive) to utilize an amount not to exceed Tenant's Proportionate Share of\nthe Excess Capacity (as determined by Landlord) (\"TENANT'S GENERATOR\nALLOCATION\"). Tenant shall pay, within twenty (20) days after Landlord demand as\nadditional rent, such charges as Landlord may impose for Tenant's use of the\nGenerator, provided that such charges are based upon rates that do not exceed\nLandlord's then prevailing rates for supplying electricity from the Generator to\nother Building tenants. Tenant shall not utilize electricity from the Generator\nin an amount which shall exceed Tenant's Generator Allocation and Tenant's use\nof electricity shall otherwise be subject to the provisions of Sections 16.04,\n16.05 and 1606 of this lease. Nothing contained herein shall be deemed to\nrequire Landlord to furnish and install the Generator and Tenant agrees that\nLandlord shall have no liability to Tenant, nor shall Tenant's obligations\nhereunder be in any way effected, by reason of Landlord's failure to install the\nGenerator.\n\n                                   ARTICLE 43\n                               VIDEO SCREEN\/PLAQUE\n\n      43.01 Landlord has informed Tenant that Landlord is contemplating the\ninstallation of a video screen display (which may contain multiple video screens\nor monitors, together with related equipment and installations) on a wall in the\nBuilding lobby, using technology, content, equipment and at a location to be\ndetermined by Landlord in its sole discretion (the \"VIDEO SCREEN\"). Tenant\nacknowledges that Landlord has no obligation whatsoever to install or maintain\nthe Video Screen at any time during the Term and Tenant agrees that Landlord\nshall have no liability to Tenant, nor shall Tenant's obligations hereunder be\naffected, by reason of Landlord's failure to install a Video Screen. In the\nevent that Landlord determines, in its sole discretion, to install a Video\nScreen, and provided none of the conditions set forth in subsections (a) through\n(e) of Section 43.02 shall exist, Landlord shall grant to Tenant (and such other\nBuilding tenants or other users as Landlord may, in its sole discretion,\ndetermine) the non-exclusive right to use the Video Screen for its own\nproprietary information and content, subject to Landlord's prior written\napproval, which shall not be unreasonably withheld or delayed. Subject to the\nprovisions of this Section 43.01, Tenant, at no additional charge therefor,\nexcept as otherwise provided in this lease, shall be permitted to use its\npro-rata share (based upon the proportion that (x) the rentable square foot area\nof space in the Building then occupied by Tenant for its own use or for the use\nof any Related Entities, bears to (y) the Building Area) of the Video Screen\nduring business hours on business days as reasonably and equitably determined by\nLandlord. Tenant agrees and acknowledges that, depending on the nature of the\nequipment and \n\n\n                                      120\n\n\ncapabilities of the Video Screen, Tenant's pro rata use of the Video Screen (as\nso determined by Landlord) may be based on fairly allocating a number of screens\nor monitors at a given time comprising a portion of the Video Screen for a\nparticular duration, or the entire Video Screen for a particular duration, using\na weighted computation of the overall utilization of the Video Screen (as\nreasonably determined by Landlord). Tenant's use of the Video Screen shall be\nsubject to such rules and regulations as may be promulgated by Landlord from\ntime to time with respect to the Video Screen, provided that such rules and\nregulations shall not unreasonably discriminate against Tenant.\n\n      43.02 If Landlord shall determine not to install a Video Screen in the\nBuilding lobby (and until such time as Landlord, in its sole discretion, shall\ndetermine to install a Video Screen in the Building lobby), and provided the\nOccupancy Requirement is, and remains satisfied, Landlord, at the request of\nTenant and at the sole cost and expense of Tenant (which cost and expense shall\nbe reimbursed to Landlord by Tenant within fifteen (15) days after Landlord's\ndemand therefor), and subject to the terms and conditions of this Article and\notherwise in compliance with all laws and\/or requirements of public authorities,\nshall install a plaque containing Tenant's name and\/or registered or official\nlogo, having a size of up to three (3') in height and up to four (4') in width,\nand made of a material Landlord determines shall be in keeping with the design\nand character of the Building lobby and in an appropriate location of reasonable\nprominence as reasonably determined by Landlord. Landlord, at Tenant's sole cost\nand expense, shall maintain the plaque during the Term (and any extensions\nthereof) or until earlier termination of this lease and Tenant shall pay such\ncosts and expenses (as additional rent) within fifteen (15) days after the date\nof notice from Landlord. In the event that Landlord shall deem it necessary in\nits sole reasonable judgment because of deterioration or damage to such plaque,\nTenant shall replace such plaque with a new plaque with the same specifications\n(unless otherwise approved by Landlord) within fifteen (15) days after the date\nof notice from Landlord. At Landlord's option, Landlord may, at Tenant's sole\ncost and expense, permanently remove the plaque and repair all damage to the\nBuilding caused thereby, in the event that at any time the Occupancy Requirement\nis not satisfied. In the event that Landlord shall deem it necessary to remove\nTenant's plaque in order to (x) make repairs, alterations or improvements in, to\nor upon, the Building; or (y) comply with any law or requirement of public\nauthorities or (z) comply with any agreement between Landlord and a third party,\nincluding, without limitation, superior mortgages or superior leases, then the\nLandlord shall have the right to do so at Landlord's sole cost and expense,\nprovided that if the applicable law or requirement of public authority permits\nthe plaque to be restored, same is restored as promptly as is reasonably\npracticable.\n\n                                   ARTICLE 44\n                                     TERRACE\n\n      44.01 Landlord represents that the Terrace Area has a live load capacity\nof 100 pounds per square foot. During the term of this lease, but only during\nsuch portion of the term that the entire rentable area of the 19th Floor is part\nof the Demised Premises, and only to the extent permitted by, and subject to,\n(a) all applicable laws and\/or requirements of public authorities, and (b) the\nrequirements of the insurance companies insuring Landlord's interest in the\nBuilding, and subject to the reasonable rules and regulations of Landlord (which\nshall include, but not be limited to, rules and regulations that in Landlord's\nreasonable opinion, minimize risk of injury or \n\n\n                                      121\n\n\ndamage to persons and property or that involve avoiding increases in the\npremiums charged to Landlord by such insurance companies (unless such increases\nare paid by Tenant)), Tenant may, at its sole cost and expense, but without\ncharge therefor by Landlord (except as otherwise provided in this Article), use\nthe terrace located on the 19th Floor, substantially where shown in hatching on\nExhibit I hereto (which by this reference is made a part hereof) (such portion\nof the Building being hereinafter referred to as the \"TERRACE AREA\") for the\nplacement of, and sitting on, chairs, for eating, reading and lounging, and for\nthe placement of plants and planters, and for no other purpose. For the purposes\nof the preceding sentence, \"requirements of the insurance companies insuring\nLandlord's interest in the Building\" shall include the suggestions of such\ninsurance companies that involve minimizing risk of injury or damage to persons\nand property or that involve avoiding increases in the premiums charged to\nLandlord by such insurance companies. To the extent that the premiums charged by\nsuch insurance companies are increased as a result of the use of the Terrace\nArea, Tenant shall pay to Landlord, as additional rent, the amount of such\nincreases within fifteen (15) days after Landlord's demand therefor from time to\ntime. If, and to the extent, that Landlord's insurance policies for the Building\nwill not include, or exclude, liability and damage relating to the Terrace Area\n(or other portions of the Building) as a result of the mere use of the Terrace\nArea, Tenant shall not be permitted to use the Terrace Area. Landlord represents\nthat the Terrace Area has a live load capacity of 100 pounds per square foot.\n\n      44.02 Tenant shall be responsible and liable for such access and for all\npersons using the Terrace Area, including, subject to Section 42.01 above and\nthe other applicable provisions of this lease, the installation, at Tenant's\nsole cost and expense, of reasonable security devices and systems to insure that\nthere is no unauthorized use of the Terrace Area. Neither Landlord, nor any of\nits agents or employees, shall be liable for any damage to, or theft of, any\nmaterials, supplies or other property, nor for any injury or damage to persons,\nin connection with, resulting from, or relating to, such access and such use of\nthe Terrace Area. In addition, the use of the Terrace Area shall in no way\ninterfere with or disturb the operation or maintenance of the Building or the\nother tenants and occupants of the Building or their use and occupancy thereof.\nTenant shall take all necessary steps to minimize noise emanating from the\nTerrace Area and in no event shall Tenant permit music (live or recorded) or\nother amplified sounds to be played, performed or made on or from the Terrace\nArea. Tenant shall indemnify and hold Landlord, its agents and employees,\nharmless, from and against any and all actions, proceedings, liabilities,\nobligations, claims, damages, deficiencies, losses, judgments, suits, expenses\nand costs (including, without limitation reasonable legal fees and\ndisbursements) in connection with, resulting from, or relating to, the use of\nthe Terrace Area. Except for an assignment of all of Tenant's rights, title and\ninterest in and to this lease in accordance with, and subject to, the applicable\nprovisions of this lease, Tenant shall not directly or indirectly, or by\noperation of law, or otherwise, assign or otherwise transfer its rights to use\nthe Terrace Area or let any other person or entity (other than Tenant's\nemployees and business invitees and permitted subtenants of the 19th Floor) use\nthe Terrace Area or any portion thereof. Nothing contained in this Article or\nelsewhere shall be deemed to grant Tenant (or any person claiming by, through or\nunder Tenant) a leasehold interest in the Terrace Area. Tenant's use of the\nTerrace Area is a license, and shall be subject to Section 713, Paragraph 7 of\nthe New York Real Property Actions and Proceedings Law and all other applicable\nlaws. On or before the Expiration Date or sooner termination or expiration of\nthe term of this lease or of such license, or the sooner date on which the\nentire \n\n\n                                      122\n\n\nrentable area of the 19th Floor is no longer a part of the Demised Premises,\nTenant shall remove from the Terrace Area all of its property and repair any and\nall damage (other than ordinary wear and tear and damage for which Tenant is not\nresponsible hereunder) to the Terrace Area occurring during, or by reason of,\nthe use thereof by Tenant or by any other person or entity claiming by, through\nor under Tenant, and to all other portions of the Building caused by its use of\nthe Terrace Area or such removal. If for any reason Landlord is prohibited or\nprevented from permitting Tenant to use the Terrace Area, including, without\nlimitation, a fire or other casualty to any portion of the Building, or on\naccount of any rule, order or regulation of any federal, state, county or\nmunicipal authority or any department, subdivision or agency thereof, or any\nother legal or insurance requirement, including, without limitation, applicable\nzoning laws, then, for so long as Landlord is so prohibited or prevented,\nTenant's right to use the Terrace Area shall be terminated and revoked,\npermanently or temporarily, as the case may be, and Tenant, within three (3)\nbusiness days after Landlord's written request, shall remove from the Terrace\nArea all of its property, repair any and all damage (other than ordinary wear\nand tear and damage for which Tenant is not responsible hereunder) to the\nTerrace Area and to all other portions of the Building caused by its use of the\nTerrace Area or such removal, and Landlord shall not be subject to any liability\nnor shall Tenant be entitled to any compensation or abatement of the rent or\nadditional rent under this lease, nor shall such revocation or termination be\ndeemed a constructive or actual eviction from any portion of the Demised\nPremises. Tenant, at Tenant's sole cost and expense, shall promptly repair all\ndamage (other than ordinary wear and tear and damage for which Tenant is not\nresponsible hereunder) to the Terrace Area and other portions of the Building\ncaused by Tenant's use of the Terrace Area, including, without limitation,\nmoving and removing materials, supplies and other property to and from the\nTerrace Area. In addition, Tenant shall use the Terrace Area in compliance with,\nand subject, all applicable laws and\/or requirements of public authorities and\nall requirements of insurance bodies. Tenant hereby acknowledges that Tenant has\nnot relied upon any representation or warranty, express or implied, in\nconnection with the Terrace Area and that Landlord has made no such\nrepresentations or warranties, including, without limitation, any representation\nor warranty as to whether the Terrace Area is suitable for Tenant's use or\nwhether the Terrace Area can be legally used for the purposes described herein.\nTenant shall use the Terrace Area in its then as-is condition, Tenant hereby\nagreeing that Landlord shall not be obligated to perform any alterations,\nrepairs, improvements, remediation, compliance with laws or other work\nwhatsoever in connection with Tenant's use of the Terrace Area, other than\nperforming any work required for the Terrace Area to have a live load capacity\nof 100 pounds per square foot and for the Terrace Area otherwise to remain\nstructurally sound. Tenant has fully inspected the Terrace Area, is fully\nfamiliar with the condition thereof. Notwithstanding anything contained in this\nsubsection to the contrary, Tenant shall not be permitted to make any\nalterations or improvements, or perform any other work whatsoever, in or to the\nTerrace Area, without Landlord's prior written consent in each instance, except\nthat Tenant may make Nonstructural Changes to the Terrace Area in accordance\nwith, and subject to, the provisions of Article 13 and 14, as if the Terrace\nArea were a part of the Demised Premises, except that none of such Nonstructural\nChanges shall be deemed a Permitted Nonstructural Change, and all installations\nand improvements to the Terrace Area shall be deemed Specialty Installations.\nDuring Tenant's use of the Terrace Area, the insurance that Tenant is required\nto maintain under Article 11 above shall include the Terrace Area. Tenant shall\nnot be obligated to make any structural repairs to the Terrace Area except those\n(subject to the provisions of Section \n\n\n                                      123\n\n\n11.03 above) that are required by reason of (i) the performance or existence of\nTenant's Work or Tenant's Changes, (ii) the installation, use or operation of\nTenant's Property in the Terrace Area, (iii) the moving of Tenant's Property in\nor out of the Terrace Area, (iv) the negligence or willful act of Tenant or any\nof its employees, agents or contractors or (v) the use of any portion of the\nTerrace Area for a use that is not permitted under this lease. Notwithstanding\nanything contained in this lease to the contrary, any structural repairs to the\nTerrace Area required by any of the reasons set forth in clauses (i) through (v)\nof the preceding sentence shall be made by Tenant at its cost and expense,\nunless Landlord elects to perform same pursuant to the provisions of Article 15\nabove.\n\n      44.03 All of Landlord's rights under Article 19 of this lease with respect\nto the Demised Premises shall apply to the Terrace Area. If at any time during\nthe term of this lease, Tenant's right to use the Terrace Area terminates, ends\nor is revoked, then Landlord shall, to the extent permitted by, and subject to,\n(a) all applicable laws and\/or requirements of public authorities, and (b) the\nrequirements of the insurance companies insuring Landlord's interest in the\nBuilding, close off the access to the Demised Premises from the Terrace Area.\n\n     44.04 Notwithstanding anything contained in this Article to the contrary,\nuntil the 19th Floor Effective Date occurs, the reference in this Article to the\n\"entire rentable area of the 19th Floor\" shall be deemed a reference to the\nentire rentable area of the Substantially Completed 19th Floor Portions, it\nbeing understood and agreed that until the 19th Floor Effective Date occurs, if\nreasonable access to the Terrace Area from the Substantially Completed 19th\nFloor Portions cannot reasonably be provided by Landlord, then Landlord shall\nnot be required to give Tenant access to the Terrace Area until the 19th Floor\nEffective Date occurs.\n\n                                   ARTICLE 45\n                             BANNERS; EXTERIOR SIGNS\n\n      45.01 Landlord has advised Tenant that Landlord intends to install,\nsubject to obtaining all necessary licenses, permits or other approvals required\nby all applicable governmental authorities, banners over the Broadway and 40th\nStreet entrances to the Building. Landlord agrees that, for so long as the\nOccupancy Requirement is satisfied, Tenant may have the right to use one (1)\nbanner above each of such entrances, subject to and in accordance with the\nprovisions of this Article. Landlord may reserve one (1) banner of its choice\nabove each Building entrance for Landlord's own use and shall give Tenant the\nfirst right to designate the banner location from those that remain available\nover each entrance that Tenant desires to use. If Tenant desires to use and\nmaintain banners, it shall notify Landlord thereof together with its desired\nlocation. Promptly after Landlord receives Tenant's notice , Landlord shall\nappoint a recognized expert (the \"SIGNAGE EXPERT\") in signage licensing and\nmarketing arrangements in the Times Square area, having at least five (5) years\nof experience, to determine the annual fair market value of such banner to a\nthird party license thereof in an arms length transaction (the \"BANNER FMV\").\nPromptly after Landlord receives the Signage Expert's determination of the fair\nmarket value thereof, Landlord shall notify Tenant thereof and Tenant shall have\nthirty (30) days (TIME BEING OF THE ESSENCE) after receipt of such determination\nto notify Landlord that it accepts or rejects the right to display the banners\nat the Banner FMV. Failure by Tenant to respond within such thirty (30) day\nperiod (TIME BEING OF THE ESSENCE) shall be deemed to be\n\n\n                                      124\n\n\nTenant's rejection of such right to display banners. If Tenant shall elect to\naccept the right to display the banners in accordance with the provisions\nhereof, Landlord may, after the expiration of each year, appoint a Signage\nExpert to again determine the then Banner FMV. Upon Landlord's receipt of the\nBanner FMV from the Signage Expert, Landlord shall notify Tenant of the Signage\nExpert's determination, and Tenant shall have thirty (30) days (TIME BEING OF\nTHE ESSENCE) to renew the right to use the banner for an additional one (1) year\nperiod at the newly determined Banner FMV. Failure by Tenant to respond within\nsuch thirty (30) day period (TIME BEING OF THE ESSENCE) shall be deemed to be\nTenant's election to renew at the newly determined Banner FMV. Tenant's right to\nuse and display banners in accordance with this Article shall be deemed a\nlicense for one (1) year (subject to renewals as aforesaid), shall terminate\nwhen the Occupancy Requirement is no longer satisfied, and shall be subject to\nsuch additional reasonable rules and regulations as Landlord may adopt with\nrespect thereto (provided same do not unreasonably discriminate against Tenant).\nThe banners shall be of such design and materials and in accordance with such\nother criteria as Landlord shall establish, from time to time. Tenant shall pay,\nas a license fee for the use of the banners, the Banner FMV, which shall be paid\nto Landlord in equal monthly installments in advance in the same time and manner\nas fixed rent, and any default in the payment thereof shall give Landlord the\nsame rights and remedies as in the case of a default in the payment of fixed\nrent hereunder.\n\n     45.02 Provided that (a) the Occupancy Requirement is then satisfied and (b)\nTenant shall then be licensing the banners in accordance with the provisions of\nSection 45.01 above, Tenant shall have the right of first offer to license any\nadditional banners or building exterior advertisement signs that Landlord\nintends to license (collectively, \"EXTERIOR SIGNS\") to non-Building tenants or\noccupants (collectively, \"NON-TENANTS\") in accordance with the provisions of\nthis Section. In the event that Landlord desires to license any Exterior Signage\nto Non-Tenants, Landlord shall first send Tenant written notice thereof (an\n\"OFFER NOTICE\") setting forth (i) a description, in reasonable detail, of the\nsubject Exterior Sign, (ii) the term of the license, (iii) the fees and other\ncharges to be payable thereunder, and (iv) any other material business terms of\nthe proposed license for the Exterior Sign (the \"SIGNAGE TERMS\"). The Offer\nNotice shall be deemed an offer by Landlord to license to Tenant the subject\nExterior Sign upon the Signage Terms. Within thirty (30) days after Tenant's\nreceipt of the Offer Notice (TIME BEING OF THE ESSENCE), Tenant shall notify\nLandlord in writing (an \"ACCEPTANCE NOTICE\") if Tenant desires to license from\nLandlord the subject Exterior Sign upon the Signage Terms and such other terms\nand conditions as are contained in Landlord's then standard form of signage\nlicensing agreement for the Building (provided that the Offer Terms are not\nmodified thereby). If Tenant sends an Acceptance Notice within the time and in\nthe manner hereinbefore provided, and shall execute and deliver Landlord's then\nstandard form of license agreement on the Signage Terms within ten (10) business\ndays after Landlord's submission thereof to Tenant, Landlord shall license to\nTenant the subject Exterior Sign to Tenant on the Signage Terms. If Tenant fails\nto send an Acceptance Notice within the thirty (30) day period (TIME BEING OF\nTHE ESSENCE) or to execute Landlord's then standard term of license agreement on\nthe Signage Terms within such ten (10) business day period), then, subject to\nthe next succeeding sentence, the right of first offer for such Exterior Sign\nshall terminate and expire, Tenant shall have no further right to license such\nExterior Sign and Landlord shall be free to license such Exterior Sign to any\nparty upon such terms as Landlord may deem appropriate. Notwithstanding the\nforegoing, in the event \n\n\n                                      125\n\n\n\nthat Tenant fails to send an Acceptance Notice as hereinbefore provided and\nLandlord thereafter intends to license the subject Exterior Sign to a Non-Tenant\nupon terms materially more favorable to the licensee than the Signage Terms (the\nparties hereto agreeing that materially more favorable to licensee shall mean\nthat the economic terms, taken as a whole on a net present value basis, are at\nleast seven (7%) percent more favorable to licensee than the Signage Terms),\nLandlord shall send Tenant a revised Offer Notice setting forth the more\nfavorable Signage Terms, and the same provisions of this Section shall apply\nthereto, except that Tenant shall be\n\n\n                                      126\n\n\nrequired to send the Acceptance Notice within ten (10) days (TIME BEING OF THE\nESSENCE) after Tenant's receipt of the Offer Notice setting forth the revised\nSignage Terms.\n\n     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this lease as of\nthe date first above written.\n\n                         LANDLORD:\n\n                         1440 BROADWAY PARTNERS, LLC\n                         a Delaware limited liability company\n\n                         By:  1440 BROADWAY PARTNERS CORP.,\n                              Its Managing Member\n\n                              By:  Max Capital Management Corp.,\n                                   Manager\n\n                         By:                                \n                              ------------------------------\n                              Adam C. Hochfelder, President\n\n                         TENANT\n\n                         ABOUT.COM, INC.\n\n                         By:                                \n                              ------------------------------\n                              Name:\n                              Title:\n\n\n\n\n                                      127\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9603,9579],"class_list":["post-41789","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_industries-technology__programming","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\/41789","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=41789"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41789"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41789"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41789"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}