1290 ASSOCIATES, L.L.C.

Exhibit 10.27

CONFIDENTIAL INFORMATION

1290 ASSOCIATES, L.L.C.

Landlord

TO

WARNER COMMUNICATIONS INC.

Tenant

Lease

Dated as of February 1, 1996

TABLE OF CONTENTS

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INDEX OF DEFINED TERMS

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▇▇▇▇▇, dated as of February 1, 1996, between 1290 ASSOCIATES, L.L.C. (“Landlord”), a New York limited liability company whose address is c/o Olympia & York Companies (U.S.A.), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and WARNER COMMUNICATIONS INC. (“Tenant”), a Delaware corporation, whose address is ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

W I T N E S S E T H

WHEREAS, ▇▇▇▇▇▇▇▇ is willing to lease to Tenant and Tenant is willing to hire from Landlord, on the terms hereinafter set forth, certain space in the office building located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (the “Building”) on the land more particularly described in Exhibit A (the “Land”; the Land and the Building and all plazas, sidewalks and curbs adjacent thereto are collectively called the “Project”).

NOW, THEREFORE, Landlord and Tenant agree as follows:

ARTICLE 1

Premises; Term; Use

1.01        Demise.  (a) Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, subject to the terms and conditions of this Lease, the following space:

(i)            the entire 23rd floor of the Building substantially as shown on the plans thereof attached hereto as Exhibit B-1 (the “Block A Space”),

(ii)           the entire 25th and 27th floors of the Building substantially as shown on the plans thereof attached hereto as Exhibits B-4 and B-6 (collectively, the “Block B Space”; the portion of the Block B Space which shall have been delivered to Tenant on the date hereof, together with the Block C Space is herein referred to as the “Delivered Blocks” and each portion of the Delivered Blocks, which is on different floors, is individually a “Delivered Block”),

(iii)          the entire 24th floor of the Building substantially as shown on the plans thereof attached hereto as Exhibit B-2 (the “Block C Space”),

(iv)          the entire 26th floor of the Building substantially as shown on the plans thereof attached hereto as Exhibit B-5 (the “Block D Space”),

(v)           the entire 28th floor of the Building substantially as shown on the plan thereof attached hereto as Exhibit B-3 (the “Block E Space”),

(vi)          the entire 29th floor of the Building substantially as shown on the plan thereof attached hereto as Exhibit B-7 (the “Block F Space”; the Block A Space, the Block B Space, the Block C Space, the Block D Space, the Block E Space and the Block F Space are individually a “Block” and collectively, the “Blocks” and together with any other space as and when such other space shall after the date hereof be included in the demise hereunder, the “Premises”; the Blocks excluding the Block F Space are collectively the “Initial Blocks”), and

(b)           Landlord and Tenant agree that each floor comprising the Blocks is conclusively deemed to contain the number of rentable square feet of space specified therefore on Exhibits B-1 through B-7 attached hereto. Landlord represents and warrants to Tenant that floors 2 and above of the Building contain in the aggregate 1,793,457 rentable square feet, determined using the same standard of measurement as that used to determine the rentable square footage of the Blocks.

1.02        Term.  (a) The term of this Lease (the “Term”) shall commence on the date hereof, and shall end with respect to the entire Premises, unless sooner terminated as herein provided, on June 30, 2012 (such date, as the same may be extended pursuant to Article 9, is called the “Expiration Date). Possession of each Block will, subject to the terms of this Lease, be delivered by Landlord to Tenant on the Commencement Date applicable to such Block in the condition required in this Lease. Tenant’s obligations under the terms of this Lease with respect to any Block, shall not commence until the Commencement Date for such Block.

1.03        Commencement Date.  (a) (i) “Block A Commencement Date” means February 1, 1996 (“Stated Block A Commencement Date”) as such date may be extended pursuant to Section 1.03(b) hereof.

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(ii)           “Block B Commencement Date” means with respect to the Delivered Blocks the date of this Lease and with respect to the remainder of the Block B Space, February 1, 1996 (“Stated Block B Commencement Date”) as such date may be extended pursuant to Section 1.03(b) hereof.

(iii)          “Block C Commencement Date” means the date of this Lease (“Stated Block C Commencement Date”).

(iv)          “Block D Commencement Date” means March 1, 1996 (“Stated Block D Commencement Date”) as such date may be extended pursuant to Section 1.03(b) hereof.

(v)           “Block E Commencement Date” means January 15, 1996 (“Stated Block E Commencement Date”) as such date may be extended pursuant to Section 1.03(b) hereof.

(vi)          “Block F Commencement Date” means the earlier of (A) June 30, 1998 (the “Stated Block F Commencement Date”) and (B) the Early Block F Commencement Date as such dates may be extended pursuant to Section 1.03(b) hereof. The Early Block F Commencement Date shall mean the date specified by Landlord in a notice to Tenant (the “Block F Notice”) which Block F Notice Landlord may, but shall not be obligated to, provide to Tenant on or prior to January 31, 1998, advising Tenant that either the Block F Space has been vacated by and is free of any possessory right (including, without limitation, Bank of New York) or that Landlord reasonably anticipates the Block F Space to be vacated and free of any such rights prior to May 31, 1998 and that the Block F space shall become part of the Premises on the date specified in the Block F Notice, which specified date shall be at least one hundred twenty (120) days after the giving of such notice unless Tenant and Landlord mutually agree on adding the Block F Space to the Premises prior to the expiration of such 120 day period. (Each of the Stated Block A Commencement Date, the Stated Block B Commencement Date, the Stated Block C Commencement Date, the Stated Block D Commencement Date, the Stated Block E Commencement Date and the Stated Block F Commencement Date is called a “Stated Commencement Date” and each of the Block A Commencement Date, the Block B Commencement Date, the Block C Commencement Date, the Block D Commencement Date, the Block E Commencement Date and the Block F Commencement Date is called a “Commencement Date”).

(b)           If Landlord shall be unable to deliver possession of any Blocks (other than the Delivered Blocks) to Tenant on or before the applicable Stated Commencement Date (or the Early Block F Commencement Date, if applicable) for such Block by reason of a

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holdover tenancy in all or any portion of such Block, Tenant Delay, Force Majeure, or otherwise, Landlord shall notify Tenant thereof and the applicable Commencement Date of such Block (other than the Delivered Blocks) shall be extended by one day for each day that Landlord shall be unable to deliver possession thereof (the Stated Commencement Date (or the Early Block F Commencement Date, if applicable) as extended by Force Majeure is the “Force Majeure Adjusted Commencement Date”). If any Stated Commencement Date or Early Block F Commencement Date, each as set forth in clause (a), is extended pursuant to this clause (b), promptly after the occurrence of each Commencement Date, Landlord shall notify Tenant thereof and Landlord and Tenant shall confirm such Commencement Date by a separate instrument; provided, that the failure to execute and deliver any such instrument shall not affect the determination of any such dates in accordance with this Article 1. Pending the resolution of any dispute as to a Commencement Date, Tenant shall pay Rent based upon Landlord’s determination. Any dispute as to a Commencement Date shall be resolved by arbitration in accordance with Section 9.03 hereof.

(c)           If for any reason Landlord shall be unable to deliver possession of the Premises to Tenant, in Delivery Condition, on any date specified in this Lease for such delivery, Tenant’s sole rights and remedies therefor shall be as expressly set forth in clauses (d) and (e) and the validity of this Lease shall not be impaired, nor shall the Term be extended, by reason thereof. This Section 1.03 shall be an express provision to the contrary for purposes of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect.

(d)           If Landlord is unable to deliver to Tenant possession of any Block (or in the case of the Block B Space and the Block C Space, the portion thereof other than the Delivered Blocks), in Delivery Condition, on or prior to the Stated Commencement Date for such Block by reason of Force Majeure, then the Rent Commencement Date for such undelivered Block (or in the case of the Block B Space and the Block C Space, the portion thereof other than the Delivered Blocks) shall be postponed by one day for each day that such failure continues beyond the Stated Commencement Date.

(e)           If Landlord is unable to deliver to Tenant possession of any Block (or in the case of the Block B Space and the Block C Space, the portion thereof other than the Delivered Blocks), in Delivery Condition on or before the applicable Stated Commencement Date for such Block by reason other than Force Majeure or Tenant Delay, then the Rent Commencement Date for such undelivered Block (or in the case of the Block B Space and the Block C Space, the portion thereof other than the Delivered Blocks) shall be postponed by (i) one day for each day that such failure continues for such undelivered Block or portion thereof to and including the 90th day of such delay, (ii) 1.1 days for each day that such failure

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continues beyond the 90th day of such delay to and including the 120th day of such delay, (iii) 1.2 days for each day that such failure continues beyond the 120th day of such delay, to and including the 150th day of such delay, (iv) 1.3 days for each day that such failure continues beyond the 150th day of such delay, to and including the 180th day of such delay, (v) 1.4 days for each day that such failure continues beyond the 180th day of such delay, to and including the 210th day of such delay, and (vi) 1.5 days for each day that such failure continues beyond the 210th day of such delay.(1) In no event shall the Rent Commencement Date for such undelivered Block be extended by reason of ▇▇▇▇▇▇ ▇▇▇▇▇.

(f)            If Landlord is unable to deliver to Tenant possession of any Block (or in the case of the Block B Space and the Block C Space, the portion thereof other than the Delivered Blocks) in Delivery Condition on or before the date required for such delivery pursuant to this Lease by reason of a holdover tenancy in all or any portion of such Block, Landlord shall use commercially reasonable efforts (including commencement and prosecution with reasonable diligence, summary dispossess or other appropriate proceedings), to terminate such holdover tenancy.

(g)           “Delivery Condition” means with respect to any Blocks that Landlord’s Work with respect to such Blocks is deemed to have been substantially completed in accordance with this Section 1.03(g). ▇▇▇▇▇▇▇▇’s Work with respect to any Block shall be deemed to have been substantially completed on the later of the third business day after Landlord notifies Tenant that the Landlords’s Work is substantially completed and the date upon which such ▇▇▇▇▇▇▇▇’s Work has in fact been substantially completed. ▇▇▇▇▇▇▇▇’s work shall be deemed substantially completed when ▇▇▇▇▇▇▇▇’s Work has been completed other than minor details or adjustments (“Punch List Items”) which do not interfere in material respect with Tenant’s ability to prepare the applicable Block for Tenant’s initial occupancy thereof, those items which as set forth in Exhibit G are not a condition to delivery of such Blocks and (iii) any part of Landlord’s Work to the extent not completed due to Tenant Delay.

(1)           By way of illustration of the application of the provisions of Sections 1.03(d) and (e), if delivery of Block A is delayed beyond the Stated Block A Commencement Date for twenty (20) days due to causes other than Tenant Delay and Force Majeure, followed by thirty (30) days due to Force Majeure, followed by twenty (20) days due to Tenant Delay and one hundred ten (110) days due to causes other than Tenant Delay and Force Majeure; then the Block A Rent Commencement Date will be delayed for a total of one hundred sixty-five (165) days computed as follows: thirty (30) days due to Force Majeure and one hundred thirty five (135) days for the delay caused by reasons other than Force Majeure or Tenant Delay (day for day for the first ninety (90) days, thirty-three (33) days (30 x 1.1) for the next thirty (30) days and twelve (12) days (10 x 1.2) for the next ten (10) days.

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Landlord and Tenant, within ten (10) days after the relevant Commencement Date with respect to the Block A Space, the Block B Space (other than the Delivered Blocks), the Block D Space, the Block E Space and the Block F Space, and within ten (10) days after the portion of Block B Space which is a Delivered Block and the Block C Space are delivered to Tenant on the applicable Second Commencement Date, shall jointly inspect such Block and note any Punch List Items with respect to such Blocks. Landlord shall promptly complete any and all such Punch List Items.

1.04        Tenant Delay.  “Tenant Delay” means any delay which Landlord may encounter in the performance of Landlord’s obligations under this Lease (i) as the direct result of any breach by Tenant of its obligations under this Lease or (ii) by reason of any negligence or wrongful act or omission of any nature of Tenant, its Affiliates, Related Service Providers occupying all or any part of the Premises, the Tenant Group or any of their agents, employees, contractors or invitees. Tenant shall pay to Landlord any costs or expenses incurred by Landlord by reason of any Tenant Delay which are in excess of the costs and expenses which Landlord would have incurred had the Tenant Delay not occurred. Landlord shall give Tenant notice of any alleged Tenant Delay which is actually known to the Building manager. During any period that the Building manager or Landlord’s construction supervisor, if any, actually knows of the Tenant Delay, no Tenant Delay shall be deemed to exist until the later of (i) the actual commencement of such Tenant Delay and (ii) fifteen days prior to (or in the case of an alleged Tenant Delay in connection with Sections 1.03(e) and (g), five days prior to) the date Landlord shall have given Tenant such notice of Tenant Delay. Notwithstanding the immediately preceding sentence, (i) during any period of time that the Tenant Delay is unknown by the Building manager and Landlord’s construction supervisor, if any, such Tenant Delay shall be deemed to exist notwithstanding that no notice thereof has been delivered by Landlord to Tenant and (ii) any Tenant Delay in connection with Section 1.03(b) shall be deemed to exist notwithstanding that no notice thereof has been delivered by Landlord to Tenant. Any dispute with respect to ▇▇▇▇▇▇ ▇▇▇▇▇ may be resolved by arbitration pursuant to Section 9.03 hereof.

1.05        Use.  The Premises shall be used and occupied by Tenant (and its permitted subtenants, Affiliates and Related Service Providers) solely as general and executive offices (including such ancillary uses in connection therewith as shall be reasonably required in the operation of their businesses) and the following (but only to the extent such uses are ancillary to use of the Premises as general and executive offices) are permitted by Law in the Premises and are for the benefit of Tenant’s employees or the employees of Tenant’s permitted subtenants, Affiliates and Related Service Providers, in each case occupying any part of the Premises and reasonable numbers of guests, of the foregoing Affiliates or Related Service Providers. In no event shall any of such uses be made available to employees of Tenant,

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Affiliates or Related Service Providers who are not located at the Building (other than reasonable numbers of senior executives) or to the general public: The Identified Ancillary uses are intended to benefit and to be ancillary to the use of the Premises and not to benefit persons not located in the Premises, other than incidentally and in limited numbers): (i) an employee cafeteria (the “Cafeteria”); provided, that if cooking will be done (other than only microwave cooking) (A) Tenant shall install all flues, vents, grease traps and ansul systems and other similar items reasonably requested by Landlord, (B) Tenant shall install an exhaust system that, in Landlord’s reasonable judgment, is consistent with the standards of a first class office building in midtown Manhattan, (C) all ducts and flues shall be installed within the Premises and shall exit the Building from a location reasonably acceptable to Landlord, (D) Tenant shall clean all grease traps as appropriate, (E) Tenant shall bag all wet garbage, place such garbage in containers that prevent the escape of odors, and provide for a refrigerated waste facility to store such garbage pending disposal and (F) Landlord shall cause such Cafeteria to be serviced on a regular basis by the Building’s exterminator, provided such exterminator is competent and the price for its services is reasonable, and Tenant shall pay to Landlord within thirty (30) days after demand, the cost of providing any additional extermination service required by reason of such Cafeteria; and further provided (whether or not cooking will be done), (v) Tenant shall not allow any odors to escape from the Premises to other portions of the Project, (w) Tenant shall otherwise maintain and operate the Cafeteria consistent with the standards of a first class office building in midtown Manhattan, and (x) the entire floor on which such cafeteria is located and the entire floor immediately above and the entire floor immediately below the floor on which such cafeteria is located shall be fully leased by Tenant or its Affiliates or Related Service Providers (provided, once completed consistent with this clause (x), Tenant shall not be required to move such cafeteria to satisfy such requirement that it be located between floors fully leased by Tenant, it Affiliates or Related Service Providers and (y) the Cafeteria shall consist of no more than 15,000 rentable square feet in the aggregate; and (ii) an infirmary; provided, Tenant shall (A) regularly dispose of all medical materials, medical rubbish, medical waste, “red bag waste,” infectious waste and other materials that require special disposal (“Medical Waste”) generated in connection with Tenant’s use of the Premises as an infirmary to comply with all Laws, (B) at its cost and expense engage the service of a contamination waste disposal firm for regular disposal of such medical waste, (C) not use or operate in the Premises any equipment, machinery or other device, including without limitation x-ray and radiation machines, electronic scanners, which emit radiation or other objectionable emissions outside of such infirmary, (D) not store or use substances (other than in limited quantities which are customary in infirmaries in first class, midtown Manhattan office buildings), which could be deemed dangerous or combustible, including without limitation, high pressure gases, (E) store all medicines and drugs (whether prescription or otherwise), in a safe secure place, under lock and key; (iii) a health and fitness facility consisting of no more than 8,000 rentable square feet in the aggregate; provided, that

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(A) no noise or vibration from the health and fitness facility shall emanate from the Premises so that the same shall annoy or disturb other tenants in the Building and the entire floor on which such health and fitness facility is located and the entire floor immediately above and the entire floor immediately below the floor on which such health and fitness facility is located shall be fully leased by Tenant or its Affiliates or Related Service Providers (provided, once completed consistent with this clause (A) Tenant shall not be required to move such health and fitness facility to satisfy such requirement that it be located between floors fully leased by Tenant, its Affiliates or Related Service Providers), upon completion of such health and fitness facility, and (B) the location, the size and configuration of the space utilized, the placement and type of equipment and construction of the health and fitness facility shall be subject to the reasonable recommendations of Landlord’s consultants (which consultants shall be paid by Tenant, provided such consultant is competent and its charges for its services are reasonable), be in conformity with the standards of a first-class midtown Manhattan office building and its use shall not cause any harmonic sway in the Building; (iv) a childcare facility (not to exceed 5,000 rentable square feet in the aggregate); (v) library (including video and audio); (vi) wholesale sale of limited quantities of Tenant’s products so as to constitute samples and a representative product and licensing of products and services and showrooms therefor, provided that such sales and any storage of products in connection therewith are only incidental to the use of the Premises as general and executive offices; (vii) travel agency solely for use of Tenant, its Affiliates and Related Service Providers occupying space in the Premises; (viii) pantries (with no cooking facilities other than microwave cooking); and (ix) a computer center (the ancillary uses described in clauses (i)-(ix) above are called the “Identified Ancillary Uses”)). Notwithstanding anything in Section 4.06 or elsewhere in this Lease to the contrary, Tenant shall be responsible for complying with all Laws applicable to the use of the Premises for the Identified Ancillary Uses (including, without limitation, any structural and nonstructural alterations to the Premises or Building required by such Laws) and for obtaining, at Tenant’s sole cost and expense, all consents, approvals and permits (including, without limitation, any amendment to the certificate of occupancy for the Building and any public assembly permit) required by reason of any such use and Landlord makes no representation to Tenant as to the suitability of the Premises for any of the Identified Ancillary Uses. Landlord, at Tenant’s expense, shall cooperate with ▇▇▇▇▇▇’s efforts to obtain any such consents, approvals and permits, including, without limitation, executing and delivering any documents or instruments reasonably required by Tenant in connection therewith. The entire floor on which any music, sound or video demonstration areas of Tenant, its subtenants, Affiliates or Related Service Providers are located and the entire floor immediately above and the entire floor immediately below shall be fully leased by Tenant, its subtenants, Affiliates or Related Service Providers (once any demonstration area is completed, Tenant shall not be required to move such demonstration area to satisfy such requirement that it be located between floors leased by Tenant, its Affiliates or Related Service Providers; provided Tenant shall take such actions as

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are reasonably required by Landlord to ensure that any noise or vibration generated within the demonstration area does not disturb other tenants in the Building, including installing soundproofing materials). Nothing in this Section 1.05 which permits the Premises or any part thereof to be used for Identified Ancillary Uses shall be interpreted to mean that Tenant is permitted to make any Alterations other than in compliance with all of the terms and conditions set forth in Section 4.02 including the requirement to obtain Landlord’s prior consent where required in Section 4.02.

In no event shall the Premises be used for any of the following: (a) a banking, trust company, safe deposit business, savings bank, a savings and loan association, or a loan company, except as general and executive offices and not as a branch open to the public, (b) the sale of travelers’ checks and/or foreign exchange except to employees of Tenant, its Affiliates or members of the Related Service Providers, (c) a stock brokerage office or for stock brokerage purposes except as general and executive offices and not as a branch open to the public, (d) a restaurant, bar or for the sale of food or beverages, except for reasonable quantities of pantries (with no cooking facilities, other than microwave cooking), vending machines for drinks, candy and snacks to service employees of Tenant, its Affiliates and Related Service Providers in each case which are occupying space in the Premises and as otherwise specifically provided herein, (e) photographic reproductions and/or offset printing, other than such reproduction or film processing (subject, in the case of film processing, to the reasonable requirements of Landlord in connection with storage, disposal and ventilation) which is ancillary to the use of the Premises as general and executive offices, (f) an employment or travel agency, other than a travel agency to service solely employees of Tenant, its Affiliates and Related Service Providers in each case which are occupying space in the Premises in connection with travel related to said parties’ business, (g) a school or classroom except for training facilities for the use by the employees of Tenant, its Affiliates or members of the Related Service Providers which in each case are occupying space in the Premises, (h) medical or psychiatric offices except as provided in the preceding paragraph, (i) conduct of an auction, (j) gambling activities, (k) conduct of obscene, pornographic or similar disreputable activities, (1) offices of an agency, department or bureau of the United States Government, any state or municipality within the United States or any foreign government, or any political subdivision of any of them, (m) offices of any charitable, religious, union or other not-for-profit organization which would cause adverse federal, state or local income tax or other tax consequences to Landlord; provided, that, in no event shall the rentable square feet occupied by charitable, religious, union or other not-for-profit organizations and any entity set forth in clause (n) below exceed 25,000 rentable square feet in the aggregate, or (n) offices of any tax exempt entity within the meaning of Section 168(h)(2) of the Internal Revenue Code of 1986, as amended, or any successor or substitute statute, or rule or regulation applicable thereto which would cause adverse federal, state or local income

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tax or other tax consequences to Landlord; provided, that, in no event shall the rentable square feet occupied by such tax exempt entities together with the rentable square feet occupied by the entities set forth in clause (m) above exceed 25,000 rentable square feet in the aggregate. The Premises shall not be used for any purpose which would be inconsistent with the first class character of the Building, create unreasonable or excessive elevator or floor loads, constitute a public or private nuisance or interfere with any other tenant or Landlord.

1.06        Tenant’s Right of Offering.

(a)           During the Term and provided that:

(i)            This Lease shall not have terminated,

(ii)           Tenant, together with any Affiliates of Tenant (and any Related Service Providers occupying space leased by Tenant or any Affiliate of Tenant), shall be in actual occupancy of not less than 80% of the aggregate rentable square feet of the Blocks and the space currently leased by Tenant on the fourth floor in the Building, and

(iii)          Tenant shall not be in default hereunder beyond the expiration of any applicable notice and grace period (provided, that Landlord, in its sole discretion, may waive this requirement);

then, Tenant may lease additional space for its own use and occupancy or that of its Affiliates, even though such space may not be available for a term that is coterminous with this Lease (herein called “Additional Space”) in accordance with this Section 1.06.

(b)           If during the Term any separately leasable units of office space (as determined by Landlord) on floors two (2) through and including nine (9) of the Building (the “Offer Space”) become Available (as such term is hereinafter defined) or are anticipated by Landlord to become Available within twelve (12) months (herein, for so long as such separately leasable units of office space remains Available, called “Available Space”) Landlord shall promptly provide Tenant with a written listing (the “Available Space Notice”) specifying the date on which each such separately leasable unit of Available Space is anticipated to become Available; and the configuration (including the rentable square footage, floor plan and floor) of each such separately leasable unit of Available Space. Within ten (10) days after the giving of the Available Space Notice, Tenant shall either (x) give to Landlord a notice (the “Request for Information”) in which Tenant shall request that Landlord deliver to Tenant the

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Landlord’s List for any or all of the separately leasable units of Available Space designated on the Available Space Notice, or (y) refrain from giving a Request for Information. In the event Tenant refrains from giving a Request for Information, Tenant’s rights with respect to all Available Space described in such Available Space Notice shall terminate and Landlord shall be free to lease all or any portion of such space to others at such rental and upon such terms and conditions as Landlord in its sole discretion may desire and Landlord shall have no obligation to include on any future Available Space Notice such space unless such space is leased to an entity other than Tenant and once again becomes Available Space. If ▇▇▇▇▇▇ gives to Landlord a Request for Information, then Landlord shall, within twenty (20) days after the giving of such Request for Information provide Tenant with a written listing (“Landlord’s List”) specifying the following with respect to the Available Space listed on the Request for Information:

(i)            the date on which each such separately leasable unit of Available Space listed on the applicable Request for Information is anticipated to become Available,

(ii)           the term for which each such separately leasable unit of Available Space listed on the applicable Request for Information is available for leasing (it being acknowledged and agreed by Tenant that, except for the Fourth Floor Exception, such term may be substantially longer or shorter than the term then remaining on this Lease and that Tenant shall not have the right to require Landlord to lease to Tenant any separately leasable unit of Available Space for a term that is coterminous with the term of this Lease).

(iii)          any terms and conditions on which each such separately leasable unit of Available Space listed on the applicable Request for Information is Available that are in variance with the terms of this Lease (e.g., if Landlord will have a cancellation option with respect to all or a portion of such Available Space),

(iv)          the number of rentable square feet (computed by the same manner as rentable square feet was computed for the Blocks) contained in and the configuration of each such separately leasable unit of Available Space listed on the applicable Request for Information (it being acknowledged and agreed by Tenant that its right to lease any separately leasable unit of Available Space

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shall be with respect to such space as so configured and sized in the Landlord’s List and that such space may consist of a combination of more than one contiguous floor),

(v)           the rental for such Available Space (taking into account all relevant factors such as free rent periods and construction allowances and the base year, base amount and other calculations in connection with Taxes, Operating Payments and electricity and other elements of the economic package offered by Landlord),

(vi)          the renewal rights, if any, that will be applicable with respect to such Available Space, and

(vii)         such other matters as Landlord may deem appropriate for such Landlord’s List.

The “Fourth Floor Exception” shall mean that at all times that Tenant or its Affiliates are leasing the space which Tenant is currently leasing on the fourth floor of the Building (whether pursuant to the existing lease or a new lease; the “Fourth Floor Lease”), if any Offer Space shall become Available Space for all or any part of the balance of such fourth floor, then such Offer Space shall, if added to the Premises pursuant to this Section, be added to the Premises for a term which is coterminous with the terms of the Fourth Floor Lease and the terms and conditions, under which such Offer Space is added to the Premises, shall be appropriately adjusted to reflect that the term thereof is coterminous with the term of the Fourth Floor Lease rather than the term which such Offer Space is otherwise Available for leasing.

(c)           Any given separately leasable unit of Offer Space shall be “Available” as of any date only to the extent that it is not then:

(i)            subject to a lease with a scheduled expiration date more than twelve (12) months after the giving of Landlord’s List,

(ii)           subject to (1) any currently existing rights, options (including, without limitation, any right of first refusal or right of first offer), or negotiated agreements (including, without limitation, any mandatory additional space provision) (collectively the “Existing Rights”) of tenants leasing space in the Building as of the date hereof (herein called “Existing Tenants”) and any

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renewal rights and rights which are granted after the date hereof by Landlord to such Existing Tenants to lease additional space on the same floor that an Existing Tenant is now occupying or has an existing right to occupy in the future (provided, however, that Landlord agrees that, as long as Tenant or an Affiliate of Tenant is leasing the space on the fourth floor of the Building which Tenant is currently leasing, Landlord will not grant, after the date hereof, to such Existing Tenants any rights to lease additional space on the fourth floor; and further provided, that Landlord shall not grant to an Existing Tenant, after the date hereof, the right or option to lease additional Offer Space, which is prior in right to Tenant, on the same floor that an Existing Tenant currently leases space unless such tenant then leases at least 60% of the rentable square feet comprising such floor except that if such Existing Tenant is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ is not occupying at least 60% of the rentable square feet comprising such floor, then Landlord may, after the date hereof, grant ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ the right or option to lease additional Offer Space on the floor that it currently leases space, if Landlord shall have first offered such Offer Space to Tenant as . provided herein and Tenant shall not have added such space to the Premises as herein provided) and (2) any rights and options granted by Landlord after the date hereof to tenants leasing space in the Building after the date hereof (herein called “Future Tenants”) to lease additional space on the same floors of the Building on which such Future Tenant is then leasing space and to extend the term of such Future Tenants’ leases (except that Landlord agrees that as long as Tenant or an Affiliate of Tenant is leasing the space on the fourth floor of the Building which Tenant is currently leasing, Landlord will not grant, after the date hereof, to such Future Tenants any right to lease additional space on the fourth floor of the Building; and further provided, that Landlord will, not grant, after the date hereof, to a Future Tenant any right or option which is prior in right to Tenant to lease additional Offer Space on the same floor that such Future Tenant is then leasing space unless such Future Tenant is then leasing at least 60% of the rentable square feet comprising such floor), in each case, that could render such unit of space unavailable for leasing to Tenant, or

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(iii)          the subject of active bona fide lease negotiations as of the date of this Lease.

(d)           Tenant shall keep confidential all information contained in Landlord’s List and shall disclose same only to: (i) in-house personnel, (ii) Tenant’s attorneys and (iii) Tenant’s consultants, in each case on an as-needed basis, and Tenant shall require such personnel, attorneys and consultants to keep all such information confidential.

(e)           (i)  Tenant shall have the option, within the time period as more particularly set forth in clause (ii) below, to add to the Premises one or more of the separately leasable units of Available Space designated on Landlord’s List. Any Additional Space shall be delivered to Tenant vacant and broom-clean, but otherwise in its “AS IS” condition (unless otherwise specified in Landlord’s List) but free of all tenancies and occupancies and subject to the provisions of Section 7.05 hereof in the event of a casualty, and added to the Premises on the date (herein called the “Additional Space Inclusion Date”) on which Landlord makes such space available to Tenant.

(ii)           Within twenty (20) days after the giving of Landlord’s List, Tenant shall either:

(w)          give to Landlord a notice (herein called a “Tenant’s Exercise Notice”), in which Tenant shall elect to add to the Premises one or more of the separately leasable units of Available Space designated on Landlord’s List in the exact configuration with the same number of rentable square feet and at the same rental and otherwise on the terms set forth on Landlord’s List (it being acknowledged and agreed by Tenant that such space may consist of a combination of more than one contiguous floors); or

(x)            give to Landlord a notice (herein called. a “Tenant’s Counteroffer”) in which Tenant shall inform Landlord that Tenant is not willing to add to the Premises one or more of the separately leasable units of Available Space designated on Landlord’s List, in the exact configuration and with the same number of rentable square feet and for the same term of years and at the same rental set forth on Landlord’s List, but shall also inform Landlord that Tenant would be willing to lease space from Landlord’s List for a specified term of years (“Tenant’s Specified Term”), for a specified rentable square footage and specified

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configuration (“Tenant’s Specified RSF”) and for a specified rental, which shall take into account all relevant factors, including any free rent periods, construction allowances and the base year, base amount and other calculations in connection with Taxes, Operating Payment, and electricity and other elements of the economic package offered by Tenant (Tenant’s Specified Rental); provided, that Tenant’s Specified Term must be in full year increments (e.g., not 9 years and 9 months, rather than 10 years), unless Tenant’s Specified Term is for a term coterminous with the remainder of the Premises and Tenant’s Specified RSF must not leave Landlord with an effectively unleasable block of space (e.g., Tenant shall not specify 38,000 rentable square feet as Tenant’s Specified RSF if Landlord’s List contains a full floor consisting of 40,079 rentable square feet); or

(y)           refrain from giving a Tenant’s Exercise Notice or a Tenant’s Counteroffer.

(iii)          In the event that Tenant refrains from giving a Tenant’s Exercise Notice or a Tenant’s Counteroffer, Tenant’s rights with respect to all Available Space described in such Landlord’s List (herein called the “Waived Space”) shall terminate and Landlord shall be free to lease all or any portion of such Waived Space to others at such rental and upon such terms (including, without limitation, size, configuration and length of term) and conditions as Landlord in its sole discretion may desire whether such rental terms, provisions and conditions are the same as those offered to Tenant or more or less favorable. Tenant shall, within five (5) days after Landlord’s request therefor, deliver an instrument in form reason-ably satisfactory to Landlord confirming the aforesaid waiver, but no such instrument shall be necessary to make the provisions hereof effective; provided, however, that Landlord shall have no obligation to include on any Available Space Notice any of the Waived Space which has appeared on any prior Landlord’s Lists unless such Waived Space is leased to an entity other than Tenant and once again becomes Available Space.

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(iv)          In the event that ▇▇▇▇▇▇ gives a Tenant’s Counteroffer, then Landlord, within twenty (20) days after the giving of such Tenant’s Counteroffer, shall either:

(x)            elect to lease to Tenant the space designated by Tenant from among the separately leasable units of Available Space contained on Landlord’s List, in a commercially reasonable configuration, equal in size to Tenant’s Specified RSF for a term equal to Tenant’s Specified Term, and for a rental equal to Tenant’s Specified Rental in which event such space shall be added to the Premises on all of the terms and conditions set forth in this Section 1.06; or

(y) elect not to lease to Tenant the space designated by Tenant from among the separately leasable units of Available Space contained on Landlord’s List, equal in size to Tenant’s Specified RSF for a term equal to Tenant’s Specified Term and at a rental equal to Tenant’s Specified Rental, in which event Landlord shall not (with respect to the first leasing of the space in question after such space was offered to Tenant in the Landlord’s List) without first offering the space in question to Tenant, lease to another tenant the block of space designated by Tenant from among the separately leasable units of Available Space contained on Landlord’s List for (A) a term within ten (10%) percent, plus or minus, of Tenant’s Specified Term, (B) for a rentable square footage within ten (10%) percent, plus or minus, of Tenant’s Specified RSF or (C) for a rental computed on a per square foot basis per annum (taking into account all relevant factors such as free rent periods, construction allowances and the base year, base amount and other calculations in connection with Taxes, Operating Payments and electricity and other elements of the economic package) discounted to present value at the Interest Rate less than 90% of Tenant’s Specified Rental discounted to present value at the Interest Rate (collectively the “Required Reoffer Terms”).

(v)           For purposes of subsection 1.06(e)(iv)(y) hereof and this subsection 1.06(e)(v), if, with respect to the first leasing of the space in question after such space was offered to Tenant in the

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Landlord’s List, Landlord intends to enter into negotiations with a third party to lease to such third party a block of space from among the separately leasable units of Available Space contained on Landlord’s List, for the Required Reoffer Terms (herein called the “Reoffer Space”), Landlord shall provide Tenant with a notice (herein called a “Reoffer Notice”) which, with respect to such Reoffer Space, shall contain all of the information required to be contained in a Landlord’s list including, without limitation, the exact size and configuration (the “Reoffer Configuration”) and length of term (the “Reoffer Term Length”) and the rental (the “Reoffer Rental”) for which Landlord intends in good faith to enter into negotiations for such Reoffer Space. Tenant shall have twenty (20) days after the giving of the Reoffer Notice to elect by written notice to Landlord (herein called the “Reoffer Acceptance Notice”) to add the Reoffer Space to the Premises in the exact Reoffer Configuration, for the exact Reoffer Term and the exact ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and subject to all of the terms and conditions of this Section 1.06 for the leasing of Additional Space. In the event that Tenant does not give the Reoffer Acceptance Notice within such twenty (20) day period, Tenant shall be deemed to have waived its right to lease the Reoffer Space, and Landlord shall be free to lease all or any portion of such Reoffer Space to others at such rental and upon such terms (including, without limitation, size, configuration and length of term) and conditions as Landlord in its sole discretion may desire whether such rental terms, provisions and conditions are the same as those offered to Tenant or more or less favorable; provided, however, Landlord shall not (with respect to the first leasing of the space in question after such space was offered to Tenant in the Landlord’s List) without first offering the space in question to Tenant in the manner provided above in this clause (v), lease the Reoffer Space to another tenant for (A) term within ten (10%) plus or minus of the Reoffer Term Length, (B) for a rentable square footage within ten (10%) percent, plus or minus, of the rentable square footage specified in the Reoffer Configuration or (C) for a rental computed as set forth in subsection 1.06(e)(iv)(y) above discounted to present value at the Interest Rate less than 90% of the Reoffer Rental discounted to present value at the Interest Rate. The term, upon which Landlord shall offer such space to

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Tenant shall be upon the terms which Landlord intends in good faith to enter into negotiations for such space. Tenant shall, within five (5) days after Landlord’s request therefor, deliver an instrument in form reasonably satisfactory to Landlord confirming the aforesaid waiver, but no such instrument shall be necessary to make the provisions hereof effective.

(f)            In the event that (i) Tenant shall elect pursuant to the terms hereof to lease a separately leasable unit of Available Space, and (ii) such separately leasable unit of Available Space shall come available for leasing on an unscheduled basis (e.g., as the result of a bankruptcy or a leasehold surrender) prior to the anticipated Additional Space Inclusion Date (herein called “Unscheduled Available Space”), then Landlord shall give to Tenant a notice (herein called an “Unscheduled Available Space Notice”) to Tenant setting forth the revised anticipated Additional Space Inclusion Date for such separately leasable unit of space, and such separately leasable unit of space shall be added to the Premises on the later to occur of (i) the date on which Landlord makes such space available to Tenant and (ii) the earlier to occur of (x) the original anticipated Additional Space Inclusion Date and (y) the date that is sixty (60) days after the date on which Landlord notifies Tenant of such revised anticipated Additional Space Inclusion Date.

(g)           Tenant shall lease the Additional Space upon all of the terms and conditions of this Lease that are in effect immediately prior to the Additional Space Inclusion Date, except that:

(i)            any inconsistency between the terms and conditions specified in Landlord’s List, the Reoffer Notice or Tenant’s Counteroffer as applicable, and the terms and conditions set forth in this Lease shall be governed by ▇▇▇▇▇▇▇▇’s List, the Reoffer Notice or ▇▇▇▇▇▇’s Counteroffer as applicable;

(ii)           Tenant shall not be entitled to any dedicated elevator service, any hours of free services or any right to use passenger elevators for construction personnel and hand tools or other special uses in connection with Tenant’s preparation and move into the Additional Space, or any special services or arrangements unless such terms are provided for in Landlord’s List, the Reoffer Notice or Tenant’s Counteroffer, as applicable;

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(iii)          the net effective rental payable by Tenant with respect to the Additional Space shall be the rental in Landlord’s List, or the Reoffer Notice (or Tenant’ Specified Rental or the Reoffer Rental, if applicable);

(iv)          the Additional Space shall be added to the Premises in the exact configuration and with the same number of rentable square feet set forth on Landlord’s List, Tenant’s Counteroffer or the Reoffer Notice, as the case may be (it being acknowledged and agreed by Tenant that such space may consist of a combination of more than one contiguous floors).

(h)           If any Additional Space shall not be available for Tenant’s occupancy on the anticipated Additional Space Inclusion Date for any reason including the holding over of the prior tenant, then Landlord shall use commercially reasonable efforts to make such space available as soon as is reasonably practicable; provided, however, that Landlord and Tenant agree that the failure to have such Additional Space available for occupancy by Tenant shall in no way affect the validity of this Lease or the inclusion of such Additional Space in the demised premises or the obligations of Landlord or Tenant hereunder, nor shall the same be construed in any way to extend the term of this Lease, and for the purpose of this Section 1.06 the Additional Space Inclusion Date shall be deferred to and shall be the date such Additional Space is available for Tenant’s occupancy unleased and free of tenants or other occupants. The provisions of this Section 1.06 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law. Notwithstanding anything to the contrary contained herein, the event that Landlord is unable to deliver possession of any separately leasable unit of Additional Space to Tenant within one (1) year after the anticipated Additional Space Inclusion Date therefor, Tenant, as its sole remedy, may elect by written notice given to Landlord within the twenty (20) day period commencing on the first anniversary of such anticipated Additional Space Inclusion Date, to revoke its election to add such Additional Space to the Premises.

(i)            Notwithstanding anything to the contrary contained herein, Tenant shall not have the right to elect to add any separately leasable unit of Additional Space to the Premises if there would be less than five (5) years remaining in the term of this Lease for the Blocks as of the anticipated Additional Space Inclusion Date for such separately leasable unit of such space provided, Tenant may simultaneously elect to exercise its right to extend the term of this Lease pursuant to the provisions of Article 9 hereof with respect to the entire Premises (except for Additional Space previously leased by ▇▇▇▇▇▇ which has an expiration date different than the Expiration Date) leased by ▇▇▇▇▇▇ as of the time of such exercise

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whereupon, such extension of the Term shall be included in determining whether less than five (5) years remain in the term of this Lease.

(j)            Time is of the essence of each and every provision of this Section 1.06.

(k)           Promptly after the request of Tenant, but in no event more than once in any twelve month period, Landlord shall provide to Tenant, for informational purposes only, a list of the expected termination dates of all Offer Space.

(l)            Any dispute with respect to the matters set forth in this Section 1.06 shall be resolved by arbitration pursuant to Section 9.03 hereof.

(m)          Landlord represents to Tenant that the only Existing Rights as of the date hereof with respect to Offer Space which are superior to Tenant’s right of offering set forth in this Section 1.06 are (i) ▇▇▇▇ ▇▇▇▇▇ and Sons Incorporated with respect to the 8th and 9th floors, (ii) Equitable Life Assurance Society of the United States with respect to floors 7, 8 and 9, (iii) AT&T Global with respect to floors 4 and 5 and (iv) Straight Arrow Publishers L. P. with respect to floors 2, 3, 4, 5 and 6.

ARTICLE 2

Rent

2.01        Rent.  “Rent” shall consist of Fixed Rent and Additional Charges.

2.02        Fixed Rent.

(a)           The fixed rent (“Fixed Rent”) for the Blocks shall be at the following rates:

(i)            for the period commencing on the applicable Fixed Rent Commencement Date to and including July 31, 2001, $37.18 per annum per rentable square foot of space in the Blocks from time to time included in the Premises payable by Tenant in equal monthly installments;

(ii)           for the period commencing on August 1, 2001 to and including December 31, 2006, $40.18 per annum per rentable square foot

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of space in the Blocks from time to time included in the Premises payable by Tenant in equal monthly installments; and

(iii)          for the period commencing on January 1, 2007 to and including the Expiration Date, $44.18 per annum per rentable square foot of space in the Blocks from time to time included in the Premises payable by Tenant in equal monthly installments.

Each monthly installment of Fixed Rent shall be payable by Tenant in advance on the Fixed Rent Commencement Date and on the first day of each calendar month thereafter; provided, that if the Fixed Rent Commencement Date is not the first day of a month, then Fixed Rent for the month in which the Fixed Rent Commencement Date occurs shall be prorated and paid on the Fixed Rent Commencement Date; and further provided that if this Lease shall terminate on a date other than the last day of the month for reasons other than the occurrence of a default by Tenant, the Fixed Rent for the month in which the Lease terminates shall be prorated; and any overpayment to Landlord, in excess of amounts payable by Tenant to Landlord under this Lease, shall be refunded to Tenant. “Fixed Rent Commencement Date” (A) for the Block A Space, the Block B Space, the Block C Space, the Block D Space and the Block E Space means July 1, 1997 as such date may be extended for any Block (other than the Delivered Blocks), pursuant to Sections 1.03(d) and (e) hereof and (B) for the Block F Space means a date that is the number of months (including partial months, if any, as a fraction) after the Stated Block F Commencement Date (or, if the Block F Notice shall have been given by Landlord, then the Early Block F Commencement Date), as such dates may be extended pursuant to Section 1.03(d) and (e) hereof, determined by multiplying 17 months by a fraction, the numerator of which is the number of months (including partial months, if any, as a fraction) that the Block F Space is included in the demise hereunder and the denominator of which is 197 months. “Tax and Operating Payment Commencement Date” means the applicable Fixed Rent Commencement Date as such date may be extended for any Block (other than the Delivered Blocks), pursuant to Sections 1.03(d) and (e) hereof. “Rent Commencement Date” means the applicable Fixed Rent Commencement Date and Tax and Operating Payment Commencement Date with respect to each Block.

(b)           If Tenant’s ability to obtain any governmental permit required by Tenant to perform Tenant’s initial Alterations in any Block, or portion of any Block or in the Building with respect to any Block or portion thereof, is delayed due to (i) the failure of Landlord (by reason other then Force Majeure or Tenant Delay) to sign applications for governmental permits in accordance with and within the time period provided in Section 4.02 (j) hereof or (ii) the failure of Landlord (by reason other then Force Majeure or Tenant Delay) to cure any violation of Law which Landlord has an affirmative obligation to comply

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with pursuant to the terms of this Lease, then provided in all cases Tenant is using commercially reasonable prudence and diligence to avoid such delay, Tenant may notify Landlord of such resulting delay (making specific reference to this Section 2.02(b)) and if Landlord shall not have signed such application within five days after such notice or shall not have cured such violation within forty-five (45) days of such notice (if the cure requires the performance of work) or fifteen (15) days after notice if such violation is a monetary violation then Fixed Rent and Additional Charges pursuant to Sections 2.04 and 2.05 shall be abated with respect to such Block or such portion of such Block, in the case of clause (i), for the number of days, that substantial completion of Tenant’s initial Alterations in such Block or portion of such Block is delayed due to such inability to obtain any governmental permit beyond such five day period and, in the case of clause (ii), for the number of days that substantial completion of Tenant’s initial Alterations in such Block or portion of such Block is delayed due to such inability to obtain any governmental permit beyond such forty-five (45) day period if such violation is a non-monetary violation and for any period beyond the fifteenth day Landlord receives notice of such violation from Tenant in the event of a monetary violation; provided, that in each case Rent shall be abated only with respect to that portion of the Blocks in which substantial completion of Tenant’s initial Alterations is so delayed.

2.03        Additional Charges.  “Additional Charges” means Tax Payments, Operating Payments and all other sums of money, other than Fixed Rent, at any time payable by Tenant under this Lease, all of which Additional Charges shall be deemed to be rent.

2.04        Tax Payments.  (a) “Base Tax Amount” means $15,986,033.

(b)           “Taxes” means (i) the real estate taxes, vault taxes, assessments and special assessments levied, assessed or imposed upon or with respect to the Project by any federal, state, municipal or other government or governmental body or authority, and (ii) any expenses actually incurred by Landlord (or if paid to an Affiliate of Landlord, the reasonable and customary expenses incurred by Landlord) in contesting such taxes or assessments and/or the assessed value of the Project, which expenses shall be allocated to the Tax Year to which such expenses relate. If at any time the method of taxation shall be altered so that in lieu of or as an addition to or as a substitute for, the whole or any part of such real estate taxes, assessments and special assessments now imposed on real estate, there shall be levied, assessed or imposed (“Substituted Taxes”) (x) a tax, assessment, levy, imposition, fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom (which shall be computed for purposes of inclusion in Taxes as if the Project were the only property owned by Landlord), or (y) any other additional or substitute tax, assessment, levy, imposition, fee or charge which is clearly identifiable as a tax on real estate or the owner thereof, and not as a

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generally applicable business tax, including without limitation, transportation taxes, fees and assessments, then all such taxes, assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be included in “Taxes.” If the owner, or lessee under a Superior Lease, of all or any part of the Building and/or the Land is an entity exempt from the payment of taxes described in clauses (i) and (ii), there shall be included in “Taxes” the taxes described in clauses (i) and (ii) which would be so levied, assessed or imposed if such owner or lessee were not so exempt and such taxes shall be deemed to have been paid by Landlord on the dates on which such taxes otherwise would have been payable if such owner or lessee were not so exempt. Except as permitted in this Section 2.04(b), with respect to Substituted Taxes, “Taxes” shall not include (A) any franchise, capital stock, transfer income, estate, gift, succession, inheritance, mortgage recording, transfer gains or unincorporated business tax or commercial rent tax imposed on Landlord, (B) any penalties or late charges with respect to the payment of Taxes, provided, penalties and late charges shall not include the failure to take advantage of a discount for early payment and costs in connection with the payment of Taxes in installments or (C) any costs or expenses included in Operating Expenses, including without limitation, water, sewer vault and sales taxes which are included in Operating Expenses. If any special assessments for public improvements which are or shall be levied, assessed or imposed upon or with respect to the Project are payable at the option of Landlord in installments, then such special assessment shall be included in Taxes as if Landlord shall have elected to pay such special assessment over the longest period permitted. Landlord represents and covenants to Tenant that no tax abatement will be in effect for the Project in the Tax Years included in the calculation of Base Tax Amount.

(c)           “Tax Year” means each period of 12 months, commencing on the first day of July of each such period, in which occurs any part of the Term, or such other period of 12 months occurring during the Term as hereafter may be adopted as the fiscal year for real estate tax purposes of the City of New York.

(d)           “Tenant’s Share” means a fraction expressed as a percentage, the numerator of which shall be the rentable square footage of space from time to time included in the Premises and the denominator of which shall be 1,793,457. Any Change in Tenant’s Share shall be effective from and after each applicable Tax and Operating Payment Commencement Date (or other date, with respect to any space other than Blocks on which Tenant is required pursuant to the terms of this Lease to commence making Tax Payments with respect to such space) and Tenant’s Tax Payments for any Tax Year in which such change occurs shall be adjusted accordingly;

(e)           If Taxes for any Tax Year, including the Tax Year in which the Tax and Operating Payment Commencement Date for any Block occurs, shall exceed the Base

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Tax Amount, Tenant shall pay to Landlord (each, a “Tax Payment”) Tenant’s Share of the amount by which Taxes for such Tax Year are greater than the Base Tax Amount. The Tax Payment for each Tax Year shall be due and payable in installments in the same manner that Taxes for such Tax Year are due and payable by Landlord, whether to the City of New York or to a Superior Lessor or Superior Mortgagee (unless such Superior Lessor or Superior Mortgagee is an Affiliate of Landlord (or other entity which controls the management and operations of Landlord which is not an Affiliate of Landlord) in which case the Tax Payment shall be due and payable in installments, in the same manner that Taxes for such Tax Year are due and payable to the City of New York). If Tenant is required to escrow Taxes with Landlord pursuant to the preceding sentence due to a requirement of any Superior Lease or Superior Mortgage, then Landlord will give Tenant a credit against Taxes equal to any interest that Landlord earns on such funds that ▇▇▇▇▇▇ has escrowed. Tenant shall pay Tenant’s Share of each such installment within twenty (20) days after the rendering of a statement therefor (a “Tax Statement”) by Landlord to Tenant, gut in no event shall Tenant be required to pay Tenant’s Share of any Taxes more than twenty (20) days prior to the date such Taxes first become due and payable by Landlord. The Tax Statement to be rendered by Landlord shall set forth in reasonable detail the computation of ▇▇▇▇▇▇’s Share of the particular installment(s) being billed. If Landlord shall not have received the relevant bill from the taxing authority (“Tax Bill”) at the time any Tax Statement is delivered to Tenant, Landlord shall deliver to Tenant, promptly after receipt thereof by Landlord (and shall endeavor to do so within one hundred twenty (120) days after receipt of such Tax Bill by Landlord), a statement setting forth the amount (if any) of any overpayment or underpayment by Tenant with respect to the Tax Payment paid by Tenant in accordance with such Tax Statement and the appropriate party shall pay to the other party the amount of such overpayment or underpayment within twenty (20) days after such statement is received by ▇▇▇▇▇▇. At the request of ▇▇▇▇▇▇, Landlord shall deliver to Tenant a copy of the relevant Tax Bill within the later of sixty (60) days after such demand and sixty (60) days after receipt by Landlord of such Tax Bill. If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, the Tax Payment for such Tax Year shall be appropriately adjusted and paid or refunded, as the case may be, in accordance herewith. In no event, however, shall Taxes be reduced below the Base Tax Amount.

(f)            If Landlord shall receive a refund of Taxes for any Tax Year, Landlord within thirty (30) days of receipt of such refund shall pay to Tenant Tenant’s Share (which is in effect during the Tax Year to which the applicable refund relates) of the net refund (after deducting from such refund the costs and expenses of obtaining the same (provided, that if any of such expenses are paid to an Affiliate of Landlord, it shall only include any such cost and expenses which are reasonable and customary), including, without limitation, appraisal, accounting and legal fees, to the extent that such costs and expenses were

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not included in Operating Expenses or in Taxes for such Tax Year or any prior Tax Year and after adding Tenant’s Share of any interest paid to Landlord by the taxing authority in connection with such refund); provided, that such payment to Tenant shall in no event exceed ▇▇▇▇▇▇’s Tax Payment paid for such Tax Year (except to the extent of added interest). If Landlord fails to pay Tenant the overpayment within fifteen (15) days after the same is due, then any sum due shall accrue interest at the Interest Rate until it has been paid in full. If in any Tax Year included in the Term, the assessed value of the Project on which Taxes are calculated is increased over the prior Tax Year, Landlord shall cause the assessed value of the Project to be diligently contested unless in Landlord’s reasonable judgment such contest would be unsuccessful.

2.05        Operating Payments. (a) “Base Operating Amount” means Operating Expenses for the Base Operating Year.

(b)           “Base Operating Year” means calendar year 1996.

(c)           “Landlord’s Statement” means an instrument setting forth, in reasonable detail, the calculation of the Operating Payment payable by Tenant for a specified Operating Year, certified by Landlord. To the extent Landlord provides operating statements to Superior Mortgagees or Superior Lessee, which statements are certified by a certified public accountant, then Landlord will also deliver a copy of such certified statement to Tenant.

(d)           “Operating Expenses” means all expenses paid or incurred by or on behalf of Landlord in respect of the repair, replacement, maintenance, operation and security of the Project, including, without limitation, (i) salaries, wages, medical, surgical, insurance (including, without limitation, group life and disability insurance), union and general welfare benefits, pension payments, severance payments, sick day payments and other fringe benefits of employees of Landlord, Landlord’s Affiliates and their respective contractors engaged in such repair, replacement, maintenance, operation and/or security excluding employees of landlord and Landlord’s Affiliates above the grade of building manager; provided, that with respect to such employees so engaged in connection with the Project and properties other than the Project, such expenses shall be equitably allocated between the Project and the property other than the Project; (ii) payroll taxes, worker’s compensation, uniforms and related expenses (whether direct or indirect) for such employees; (iii) the cost of fuel, gas, steam, electricity, heat, ventilation, air-conditioning band chilled or condenser water, water, sewer and other utilities, together with any taxes and surcharges on, and fees paid in connection with the calculation and billing of, such utilities; (iv) the cost of painting and/or decorating all areas of the Project, excluding, however, any space contained therein which is demised to tenants; (v) the cost of casualty, liability, fidelity, rent and all other insurance

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regarding the Project; (vi) except for tools and equipment related to alterations, repairs, replacements and/or improvements set forth in clause (x) below which shall be included in Operating Expenses in accordance with clause (x), the cost of all supplies, tools, materials and equipment, whether by purchase or rental, used in the repair, replacement, maintenance, operation and/or security of the Project, and any sales and other taxes thereon, provided, with respect to leased tools and equipment, if such tools and equipment are customarily purchased in first class midtown Manhattan office buildings and if purchased by Landlord would be capitalized pursuant to clause (x), then such tools and equipment shall be included in Operating Expenses as if purchased in connection with replacements set forth in clauses (x)(I), (II) or (III), as applicable, below; (vii) the rental value of Landlord’s Building office and any other premises in the Building (not to exceed 1,000 square feet in the aggregate) utilized by the personnel of either Landlord, Landlord’s Affiliates or Landlord’s contractors, in connection with the repair, replacement, maintenance, operation and/or security thereof, and all office expenses, such as telephone, utility, stationery and similar expenses incurred in connection therewith; (viii) the cost of cleaning, janitorial and security services, including, without limitation, glass cleaning, snow and ice removal and garbage and waste collection and disposal; (ix) the cost of all interior and exterior landscaping and all temporary exhibitions located at or within the Project; (x) the cost of all alterations, repairs, replacements and/or improvements made at any time during and after the Base Operating Year by or on behalf of Landlord, whether structural or non structural, ordinary or extraordinary, foreseen or unforeseen, and whether or not required by this Lease, and all tools and equipment related thereto; provided, that if under GAAP, any of the costs referred to in this clause (x) are required to be capitalized, then such costs shall not be included in Operating Expenses during and after the Base Operating Year unless they (I) are required by any Laws enacted after the date of this Lease, (II) have the effect of reducing expenses that would otherwise be included in Operating Expenses, or (III) constitute a replacement which in Landlord’s reasonable judgment is prudent to make in lieu of repairs to the replaced item(s) (excluding in the case of this clause (III) the Capital Program Work and any portion of such replacement which consists of upgrading of the Building electrical, HVAC, telecommunications, or elevator systems (excluding upgrading which would be included in clauses (I) and (II)) or which are performed for cosmetic or aesthetic purposes)) (the cost of alterations, repairs, replacements and/or improvements described in clauses (I) and (III), together with interest thereon at the greater of (A) the Interest Rate in effect on December 31 of the Operating Year in which such costs were incurred or (B) the actual costs incurred by Landlord (not to exceed the Interest Rate) to finance such alterations, repairs, replacements and/or improvements described in clauses (I) and (III) of this clause (x), shall be amortized and included in Operating Expenses over the useful life of the item in question, as determined by Landlord in accordance with GAAP; the cost of alterations, repairs, replacements and/or improvements described in clause (II) of this clause (x) plus interest thereon, at the rate set forth above in this parenthetical, shall be

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included in Operating Expenses in the Operating Year in which such costs are incurred and in each Operating Year thereafter to the extent of the reduction in expenses resulting therefrom in such Operating Year until the entire cost thereof and interest thereon shall have been fully included in Operating Expenses); (xi) management fees equal to 2-1/2% of the aggregate rents, additional rents and other charges (excluding any amounts payable by other tenants in the Building and Tenant for miscellaneous charges and expenses such as, without limitations, overtime HVAC use, supervision charges or the freight elevator) payable to Landlord by tenants of the Building; provided, if during any relevant period, including the Base Operating Year, the rent, additional rent or other charges on which such management fee is calculated is abated, then, in such event, the management fee to be included in Operating Expenses for such period shall be increased to reflect the management fee (equal to 2-1/2%) which would have been included in Operating Expenses if such rent, additional rent or other charges would not have been abated; (xii) all reasonable costs and expenses of legal, bookkeeping, accounting and other professional services; (xiii) fees, dues and other contributions paid by or on behalf of Landlord to civic or other real estate organizations and any assessments, dues, levies or charges paid to any business improvement district or similar organization or to any entity on behalf of such an organization; and (xiv) subject to the limitations set forth above, all other fees, costs, charges and expenses properly allocable to the repair, replacement, maintenance, operation and/or security of the Project, in accordance with then prevailing customs and practices of first class office buildings in midtown Manhattan, City of New York. Operating Expenses shall reflect all rebates, credits and similar reductions received by or for the benefit of Landlord. Notwithstanding the foregoing, “Operating Expenses” shall not include the following:

(1)           depreciation and amortization (except with respect to the alterations, repairs, replacements, and/or improvements described in clauses I, II and III of clause (x) of this Section 2.05(d));

(2)           principal and interest payments and other costs incurred in connection with any financing or refinancing of the Project or any portion thereof (except as provided in clause (x) above);

(3)           the cost of tenant improvements made for tenant(s) of the Building;

(4)           brokerage commissions, consultant fees, and marketing, promotion and advertising expenses incurred in procuring tenants for the Building;

(5)           the cost of any work or service (including, without limitation in connection with a cafeteria or dining facility, or athletic, luncheon or recreational club)

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performed for any tenant of the Building (including Tenant), whether at the expense of Landlord or such tenant, to the extent that such work or service is in excess of the work or service that Landlord is required to furnish Tenant under this Lease at the expense of Landlord;

(6)           the cost of any electricity consumed in the Premises or in any other space in the Building demised to tenants;

(7)           Taxes;

(8)           legal fees incurred in preparing leases for tenants or in enforcing the terms of any lease;

(9)           any cost to the extent Landlord is reimbursed therefor out of insurance proceeds or otherwise (Landlord hereby covenants and agrees to use reasonable efforts to collect any of the aforesaid amounts payable to Landlord, excluding litigation, and to prosecute such collection with due diligence) other than by means of operating expense reimbursement provisions contained in the leases of other tenants;

(10)         franchise, estate, gift, mortgage recording, transfer gains, transfer, unincorporated business, commercial rent or income taxes imposed on Landlord;

(11)         all compensation and fringe benefits of any leasing staff maintained by Landlord to procure tenants for the Building;

(12)         rent concessions incurred in connection with procuring tenants to lease space in the Building including any costs related to procuring the surrender or modification of an existing lease of space in the Project;

(13)         all amounts (other than management fees which shall be governed by Section 2.05(d)(xi) above) paid by Landlord to Affiliates of Landlord for goods and services in the Building to the extent the same materially exceed the costs of such goods or services supplied or rendered by unaffiliated third parties on a competitive basis in first class midtown Manhattan office buildings;

(14)         legal fees and disbursements and other costs incurred by Landlord which would not have been incurred but for (i) the negligence or willful misconduct of Landlord including any judgment or settlement and the arbitration and court costs in connection therewith and (ii) any bankruptcy of Landlord or similar proceeding;

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(15)         rent, additional rent and other charges payable by Landlord under any lease or sublease of space at the Building, which is assigned or further sublet to Landlord;

(16)         Arbitration expenses to the extent unrelated to the costs and expenses includable in Operating Expenses;

(17)         all costs incurred in connection with the acquisition or sale of development rights in connection with the Project or the conveyance of title to the Project;

(18)         the cost to acquire, maintain, insure or replace works of art which are in the nature of “fine art” rather than decorative art work with no unusual value;

(19)         any costs incurred by Landlord resulting solely by reason of Landlord’s breach of the terms and conditions of a lease of space at the Project or any other contract or agreement in connection with the Building unless in Landlord’s reasonable business judgment, the breach of such contract or agreement will have the effect of reducing expenses that would otherwise be included in Operating Expenses;

(20)         all amounts paid by Landlord under the Superior Lease or any ground lease at the Project (other than amounts which constitute a reimbursement to the lessor under the Superior Lease or the ground lessor for items which would have been included in Operating Expenses under this Lease if the same were paid directly by Landlord) and all amounts paid by Landlord to consummate such Superior Lease or ground lease;

(21)         all fines, penalties, interest and other late payment charges (other than as set forth in 2.05(d)(x) and costs of failing to take advantage of a prepayment discount);

(22)         all costs of capital improvements and any other capital costs other than as expressly provided in Section 2.05(d)(x);

(23)         all costs incurred by Landlord in connection with commercial concessions operated by Landlord to the extent such costs would not be included in Operating Expenses if such commercial concessions were operated by an entity other than Landlord;

(24)         additions to Building reserves;

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(25)         dues paid for membership in trade associations or similar organizations other than such associations and organizations in which owners and managers of first class Manhattan office buildings are members but such costs will be allocated among the buildings owned or managed by Landlord or its Affiliates as applicable;

(26)         costs of removing asbestos, PCB’s or other hazardous materials or substances in or about the Project in connection with a capital abatement program (but excluding such removal costs incurred in the ordinary course of operating and maintaining the Project which shall be included in Operating Expenses);

(27)         any costs for which Landlord is reimbursed by Tenant under another category of item included in Operating Expenses; and

(28)         any costs associated with the sale, transfer or restructuring of the ownership of Landlord or the Project.

(e)           “Operating Year” means each calendar year in which occurs any part of the Term.

(f)            For each Operating Year, including the Operating Year in which the applicable Tax and Operating Payment Commencement Date occurs, Tenant shall pay (each, an “Operating Payment”) Tenant’s Share of the amount, if any, by which Operating Expenses for such Operating Year exceed the Base Operating Amount.

(g)           If during any relevant period (i) any rentable space in the Building above the ground floor shall be unoccupied, and/or (ii) the tenant or occupant of any space in the Building above the ground floor undertook to perform work or services therein in lieu of having Landlord perform the same and the cost thereof would have been included in Operating Expenses, then, in any such event, the Operating Expenses for such period shall be increased to reflect the Operating Expenses that would have been incurred if such space had been occupied or if Landlord had performed such work or services, as the case may be.

(h)           Landlord may furnish to Tenant, prior to the commencement of each Operating Year, a statement setting forth Landlord’s reasonable estimate of the Operating Payment for such Operating Year. Tenant shall pay to Landlord on the first day of each month during such Operating Year, an amount equal to 1/12th of landlord’s estimate of the Operating Payment for such Operating Year. If Landlord shall not furnish any such estimate for an Operating Year or if Landlord shall furnish any such estimate for an Operating Year subsequent to the commencement thereof, then (A) until the first day of the month following

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the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section 2.05 in respect of the last month of the preceding Operating Year; (B) after such estimate is furnished to Tenant, Landlord shall notify Tenant whether the installments of the Operating Payment previously made for such Operating Year were greater or less than the installments of the Operating Payment to be made in accordance with such estimate, and (x) if there is a deficiency, Tenant shall pay the amount thereof within thirty (30) days after such notification by Landlord, or (y) if there is an overpayment, Landlord shall, within thirty (30) days after such notification by Landlord refund to Tenant the amount thereof; and (C) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout such Operating Year Tenant shall pay to Landlord an amount equal to 1/12th of the Operating Payment shown on such estimate. Landlord may, during each Operating Year, furnish to Tenant a revised statement of Landlord’s estimate of the Operating Payment for such Operating Year, and in such case, the Operating Payment for such Operating Year shall be adjusted and paid or refunded as the case may be, substantially in the same manner as provided in the preceding sentence.

(i)            Landlord shall furnish to Tenant a Landlord’s Statement for each Operating Year (and shall endeavor to do so within one hundred twenty (120) days after the end of each Operating Year). If Landlord’s Statement shall show that the sums paid by Tenant, if any, under Section 2.05(h) exceeded the Operating Payment to be paid by Tenant for the applicable Operating Year, Landlord shall refund to Tenant the amount of such excess within thirty (30) days after the furnishing of such Landlord’s Statement; provided, if such excess is not paid within one hundred fifty (150) days after the end of the applicable Operating Year, Landlord shall pay to Tenant such excess together with interest thereon at the Interest Rate from the date which is one hundred fifty (150) days after the applicable Operating Year through the date the refund is paid by Landlord; and if the Landlord’s Statement shall show that the sums so paid by Tenant were less than the Operating Payment to be paid by Tenant for such Operating Year, Tenant shall pay the amount of such deficiency within thirty (30) days after the furnishing of such Landlord’s Statement; provided, if such deficiency is not paid within thirty (30) days after the furnishing of such Landlord’s Statement, Tenant shall pay to Landlord such deficiency together with interest thereon at the Interest Rate from the date which is thirty (30) days after the furnishing of such Landlord’s Statement through the date the deficiency is paid by ▇▇▇▇▇▇.

(j)            (i)  Tenant, upon notice given within one hundred eighty (180) days after ▇▇▇▇▇▇’s receipt of a Landlord’s Statement, may elect to have Tenant’s designated (in such notice) agent (who may be an employee of Tenant but who may not be paid on a contingency fee basis) examine such of Landlord’s books and records (collectively “Records”)

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as are directly relevant to such ▇▇▇▇▇▇▇▇’s Statement and Tenant shall be entitled, at its expense, to make copies of such Records to the extent relevant to Tenant’s review. Tenant shall and shall cause its agent to treat all Records as confidential and only for the purposes herein intended and upon request of Landlord, shall confirm same in writing. Tenant shall not make any of the Records available, or disclose or communicate any of the contents of the Records directly or indirectly to any person or entity other than its agent, and other advisors for the sole purpose of evaluating and pursuing such disagreement with Landlord. As a condition to ▇▇▇▇▇▇’s right to review the Records, Tenant shall pay all sums required to be paid in accordance with the Landlord’s Statement in question. If Tenant shall not give such notice within such one hundred eighty (180) day period, then such Landlord’s Statement shall be conclusive and binding upon Tenant. Tenant and Tenant’s employees, accountants and agents shall treat all Records as confidential, and, upon request by Landlord, shall confirm such confidentiality obligation in writing. Notwithstanding the foregoing, within 3-1/2 years after the expiration of the 1996 Operating Year, ▇▇▇▇▇▇ may deliver a notice of its election to review Landlord’s Statement for the Operating Year 1996 with the first notice it delivers to Landlord under this Section 2.05(j)(ii) electing to review Landlord’s statements for any subsequent operating year.

(ii)           Tenant, within one hundred twenty (120) days after the date on which the Records are made available to Tenant, may send a notice (“Tenant’s Statement”) to Landlord that Tenant disagrees with the applicable Landlord’s Statement, specifying in reasonable detail the basis for ▇▇▇▇▇▇’s disagreement and the amount of the Operating Payment Tenant claims is due (to the extent known to Tenant). If Tenant fails timely to deliver a Tenant’s Statement, then such Landlord’s Statement shall be conclusive and binding on Tenant. Landlord and Tenant shall attempt to adjust such disagreement. If they are unable to do so Tenant shall notify Landlord, within one hundred fifty (150) days after the date on which the Records are made available to Tenant in connection with the disagreement in question, that Tenant desires to have such disagreement determined by an Arbiter, and promptly thereafter Landlord and Tenant shall designate a certified public accountant (the “Arbiter”) whose determination made in accordance with this Section 2.05(j)(ii) shall be binding upon the parties. If Tenant timely delivers a Tenant’s Statement, the disagreement referenced therein is not resolved by the parties and Tenant fails to notify Landlord of Tenant’s desire to have such disagreement determined by an Arbiter within the one hundred fifty (150) day period set forth in the preceding sentence, then the Landlord’s Statement to which such disagreement relates shall be conclusive and binding on Tenant. If the determination of the Arbiter shall substantially confirm the determination of Landlord, then Tenant shall pay the cost of the Arbiter. If the Arbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbiter shall be borne equally by Landlord and ▇▇▇▇▇▇. The Arbiter shall be a member of an independent certified

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public accounting firm having at least three (3) accounting professionals, who are certified public accountants. If Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within fifteen (15) days after receipt of notice from the other party requesting agreement as to the designation of the Arbiter, which notice shall contain the names and addresses of two or more certified public accountants who are acceptable to the party sending such notice, then either party shall have the right to request the American Arbitration Association (or any organization which is the successor thereto) (the “AAA”) to designate as the Arbiter a certified public accountant whose determination made in accordance with this Section 2.05(j)(ii) shall be conclusive and binding upon the parties, and the cost of such certified public accountant shall be borne as provided above in the case of the Arbiter designated by Landlord and Tenant. Any determination made by an Arbiter shall not exceed the amount determined to be due in the first instance by Landlord’s Statement, nor shall such determination be less than the amount claimed to be due by Tenant in Tenant’s Statement, and any determination which does not comply with the foregoing shall be null and void and not binding on the parties, in which instance the parties will select a new certified public accountant to act as the Arbiter. In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease, including the immediately preceding sentence. Pending the resolution of any contest pursuant to this Section 2.05(j)(ii), and as a condition to Tenant’s right to prosecute such contest, Tenant shall pay all sums required to be paid in accordance with the Landlord’s Statement in question. If Tenant shall prevail in such contest, an appropriate refund shall be made by Landlord to Tenant. The term “substantially” as used in this Section 2.05(j)(ii), shall mean a variance of 5% or more of the Operating Payment in question. If Tenant shall prevail in such contest and the Arbiter shall confirm that the Operating Expenses was overstated by 10% or more of the Operating Expenses on which the Operating Payment was paid, then Landlord shall pay to Tenant, upon thirty (30) days demand by ▇▇▇▇▇▇, the reasonable cost of the agent of Tenant which examined the Records in connection with such Operating Payment.

2.06        Tax and Operating Provisions.  (a) In any case provided in Section 2.04 or 2.05 in which Tenant is entitled to a refund, Landlord may, in lieu of making such refund, credit or allow Tenant to recoup against future installments of Rent any amounts to which Tenant shall be entitled unless, after Tenant shall become entitled to such refund, Tenant demands Landlord pay such refund rather than credit such refund, in which case Landlord shall pay such refund to Tenant within thirty (30) days after demand by Tenant. Nothing in this Article 2 shall be construed so as to result in a decrease in the Fixed Rent. If this Lease shall expire before any such credit or recoupment shall have been fully applied, then (provided, that Tenant is not in default under this Lease) Landlord shall refund to Tenant the unapplied balance of such credit or recoupment. Notwithstanding any provision herein to the contrary, in the event that ▇▇▇▇▇▇▇▇ has not made an election to allow Tenant a credit against the Rent with

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respect to any refund due Tenant under Section 2.04 or 2.05 and Landlord has not paid Tenant within thirty (30) days after the payment was due, then Tenant on ten (10) days’ notice to Landlord may recoup such amount due with interest at the Interest Rate by taking a recoupment against the Rent until such payment with all interest due thereon has been fully recouped.

(b)           ▇▇▇▇▇▇▇▇’s failure to render or delay in rendering a Landlord’s Statement with respect to any Operating Year or any component of the Operating Payment shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect to any such Operating Year or any such component, nor shall the rendering of a Landlord’s Statement for any Operating Year prejudice Landlord’s right to thereafter render a corrected ▇▇▇▇▇▇▇▇’s Statement for such Operating Year, provided, except with respect to a retroactive application of a Law or a new policy by a governmental authority, if Landlord shall fail to render a corrected Landlord’s Statement with respect to any Operating Year or a corrected statement for any Tax Payment or installment thereof, in each case, within the earlier to occur of (i) three (3) years after the expiration of the applicable Operating Year or Tax Year (or in the case of Tax Statements, three (3) years after the last date on which costs applicable to the Tax Year in question were incurred) and (ii) five hundred forty-five (545) days after the expiration of the Term, then Landlord shall be deemed to have waived its claim to receive any additional Operating Payment or Tax Payment which would have been payable in connection with such corrected Landlord’s Statement or corrected statement for Tax Payment. Except as provided in the preceding sentence, ▇▇▇▇▇▇▇▇’s failure to render or delay in rendering any statement with respect to any Tax Payment or installment thereof shall not prejudice Landlord’s right to thereafter render such a statement, nor shall the rendering of a statement for any Tax Payment or installment thereof prejudice Landlord’s right to thereafter render a corrected statement therefor.

(c)           If in connection with a dispute with a tenant in the Building, a nonappealable decision by a court of competent jurisdiction, an arbiter in a fmal and binding arbitration or an accountant or other individual selected by Landlord and/or a tenant of the Building or the AAA or comparable body pursuant to the terms of the applicable lease which in each case is final, binding and nonappealable shall provide that Operating Expenses in any Operating Year included in the Term were overstated, then to the extent such overstatement resulted in Tenant paying an Operating Payment in excess of the Operating Payment Tenant would have paid if the Operating Expenses reflected such court’s or arbiter’s decision, to the extent applicable (a “Final Decision”), promptly after such decision, Landlord shall furnish to Tenant a corrected Landlord’s Statement together with payment of such excess; provided, if such court or arbiter shall finally decide the dispute later than 545 days after the expiration of

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the Term, Landlord shall not be required to refund such excess to Tenant. Landlord covenants and agrees to furnish Tenant with redacted copies of all relevant Final Decisions.

(d)           Landlord and ▇▇▇▇▇▇ confirm that the computations under this Article 2 are intended to constitute a formula for agreed rental escalation and may or may not constitute an actual reimbursement to Landlord for Taxes and other costs and expenses incurred by Landlord with respect to the Project. If the Building shall be condominiumized, then Tenant’s Operating Payments and Tax Payments shall, if necessary, be equitably adjusted such that Tenant shall thereafter continue to pay the same share of the Taxes and Operating Expenses of the Building as Tenant would pay in the absence of such condominimization.

(e)           Each Tax Payment in respect of a Tax Year, and each Operating Payment in respect of an Operating Year, which (i) begins prior to the applicable Tax and Operating Payment Commencement Date, or other date, with respect to space, other than Blocks, which Tenant is required pursuant to the terms of this Lease to commence paying Tax Payment and Operating Payments with respect to such space, and any tax refund pursuant to Section 2.04(f), shall be prorated to correspond to that portion of such Tax Year and Operating Year occurring after the applicable Tax and Operating Payment Commencement Date, or (ii) ends after the expiration or earlier termination of this Lease, and any tax refund pursuant to Section 2.04(f), shall be prorated to correspond to that portion of such Tax Year or Operating Year occurring within the Term.

2.07        Electric Charges.  (a) If the Premises includes one or more entire floors, Tenant’s demand for, and consumption of, electricity on such floors shall be determined by meter or meters installed (or, if existing, retrofitted) by Landlord at ▇▇▇▇▇▇▇▇’s expense. Tenant shall pay for such electric consumption within fifteen (15) days after rendition of bills therefor (which bills Landlord shall endeavor to provide monthly), which bills shall be rendered by or on behalf of Landlord separately for each meter.

(b)           The amount payable by Tenant per “KW” and “KWHR” for electricity consumed within the Premises, whether determined by meters or as otherwise provided below, shall be 100% of the amount (as adjusted from time to time, “Landlord’s Rate”) at which Landlord from time to time purchases each KW and KWHR of electricity for the same period from the utility company (including all surcharges, taxes, fuel adjustments, taxes passed on to consumers by the public utility, and other sums payable in respect thereof). Landlord’s Rate shall be determined by dividing the cost charged by said utility (averaged separately for KW and KWHRs) during each respective billing period by the number of KWs and KWHRs consumed by the Project as set forth on the utility company invoice for such period.

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(c)           If (i) the Premises includes one or more partial floors, (ii) any portion of Tenant’s electric consumption (KW and KWHR) is measured on a meter that also measures the electric consumption of another tenant in the Building, (iii) Tenant occupies any full floors in the Premises prior to the installation of meters, or (iv) if a meter measuring Tenant’s electric consumption (KW and KWHR) is malfunctioning, then in any such case Tenant’s consumption (KW and KWHR) of electricity shall be reasonably estimated by Landlord, and Tenant shall pay 100% of Landlord’s Rate as applied to such consumption (the “Actual Charge”); provided, that in no event shall Tenant pay less than $2.50 per rentable square foot per annum ($1.00 per rentable square foot per annum with respect to each Block during the period of Tenant’s construction of initial Alterations in such Blocks (the “Minimum Charge”).

(d)           The Actual Charge shall be adjusted by Landlord from time to time if there is a change in Landlord’s Rate, and may be adjusted by Landlord from time to time if, in Landlord’s reasonable judgment, Tenant is not paying for the entire cost of Tenant’s demand for, and consumption of, electricity, including, without limitation, by reason that additional electrical equipment is installed in the Premises, or if Tenant increases its hours of operation. If applicable, any adjustment to the Actual Charge shall be retroactive to the date of the relevant change in Tenant’s consumption or in Landlord’s Rate.

(e)           If Tenant disagrees in good faith with any such determination or adjustment of the Actual Charge, Tenant shall notify Landlord thereof within ninety (90) days after landlord gives Tenant notice of such determination or adjustment or if Tenant believes (i) there is a change in Landlord’s Rate or (ii) Tenant is paying in excess of the entire cost of Tenant’s demand for and/or consumption of electricity, including, without limitation, by reason that electrical equipment is removed or altered in the Premises or if Tenant decreases its hours of operation, Tenant shall notify Landlord thereof. And in each case, Landlord shall retain, at Tenant’s expense or Landlord’s expense if the consultant substantially agrees with Tenant, an independent electrical consultant reasonably satisfactory to Tenant who shall survey the demand for, and consumption of, electricity by Tenant and, if applicable, each other tenant who shares such submeter, and the determination made by such electrical consultant shall be binding on Landlord and Tenant (provided, that in no event shall the charge to Tenant be less than the Minimum Charge). If Tenant fails to so disagree with any such determination or adjustment made by Landlord, or to request that Landlord obtain an independent electrical consultant, within such ninety (90) day period, such determination or adjustment shall be conclusive and binding on Tenant. Pending the determination of such consultant, Tenant shall pay the Actual Charge determined by Landlord, and upon such determination by the consultant, appropriate adjustment shall be made retroactive to the date of the relevant change with interest at the Interest Rate from the date each payment was made with respect to the relevant change

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(provided, that in the case of clauses (e)(i) and (ii), no adjustment will be made for any period which is forty-five (45) days prior to Tenant’s notice to Landlord of the matters set forth in such clauses (e)(i) and (ii)). Landlord shall refund to Tenant any over payment as hereinabove provided within fifteen days after Landlord is notified of such consultants determination. Surveys of Tenant’s electrical consumption shall be based upon the use of electricity during Business Hours on Business Days, and on such other days and hours when electricity is used in the Premises; and if cleaning services are provided by Landlord, such survey shall include Landlord’s normal cleaning hours of five (5) hours per day for lighting within the Premises and for electrical equipment normally used for such cleaning. Surveys of Tenant’s electrical consumption shall take into account that the Landlord’s Rate or the electric consumption of Tenant during the period that the survey is conducted may be different than the Landlord’s Rate or electric consumption of Tenant during the period covered by the Actual Charge that Tenant is contesting.

(f)            Tenant shall at its cost furnish and install all replacement lighting, tubes, lamps, bulbs and ballasts required in the Premises.

(g)           Landlord shall cooperate, at the sole cost and expense of Tenant, in Tenant’s efforts to obtain electric utility incentives for which Tenant may be qualified, provided, that such efforts shall not in any way adversely impact Landlord, any tenants in the Building or the operation of the Building.

2.08        Manner of Payment.  Tenant shall pay all Rent as the same shall become due and payable under this Lease either by wire transfer of immediately available federal funds or by check (subject to collection), drawn on a New York State bank, in each case at the times provided herein without notice or demand and without setoff or counterclaim. All Rent shall be paid in lawful money of the United States to Landlord at its office or such other place as Landlord may from time to time designate. Except as otherwise specifically provided herein, if Tenant fails to pay any Fixed Rent or recurring Additional Charges within five (5) days after the applicable due date or fails to pay any other Additional Charges within twenty (20) days after the applicable due date, then Tenant shall pay interest thereon at the Interest Rate from the date when such payment became due through and including the date such payment is received by Landlord. Any Additional Charges for which no due date is specified in this Lease shall be due and payable on the 10th day after the date of invoice.

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ARTICLE 3

Landlord Covenants

3.01        Landlord Services.  (a) From and after the date that Tenant receives delivery of any Blocks (or in the case of cleaning from and after the date that Tenant first occupies the applicable Block for the conduct of Tenant’s business, and not during any initial Alteration period or during the performance of Landlord’s work) Landlord shall furnish Tenant with the following services in connection with such Blocks (collectively, “Landlord Services”):

(i)            heat, ventilation and air-conditioning to the Premises during Business Hours on Business Days and from 8:00 a.m. to 1:00 p.m. on Saturday substantially in accordance with the design specifications set forth in Exhibit I attached hereto; if Tenant shall require heat, ventilation or air conditioning services through the Building’s systems at any other times, Landlord shall furnish such service (A) in the case of a Business Day, upon receiving notice from Tenant by 3:00 p.m. of such Business Day and (B) in the case of a day other than a Business Day, upon receiving notice from Tenant by 1:00 p.m. of the immediately preceding Business Day which notice requirement in clause (A) and (B) above may be satisfied by delivering such notices to the building manager (who is currently ▇▇ ▇▇▇▇▇▇) by hand or by telecopy with confirmed receipt to (▇▇▇) ▇▇▇-▇▇▇▇ as such telecopy number may be changed by Landlord by notice to Tenant but during Business Hours only, and Tenant shall pay to Landlord upon demand Landlord’s then established charges therefor (which, as of the date hereof is $165 per hour per zone (floors 23-29 being in the same zone) comprised of 8% for water, 59% for steam and 33% for electric energy and, from and after the date hereof, will not, unless otherwise required by Law, be comprised of any costs other than water, steam and electric energy or other utilities and Landlord will not increase its percentage profit factor in computing any of those components), provided, if other Building systems servicing the Premises service the premises leased by any other tenant in the Building and any such other Tenant requests heat, ventilation or air conditioning services during such time which Tenant is requesting such services then the charges therefor will be equitably apportioned by Landlord between such tenant and Tenant. If, as part of Tenant’s initial Alterations to the Blocks or thereafter, Tenant intends to install a supplemental air conditioning system to serve the Premises, Landlord shall, at the request of Tenant, use reasonable efforts to make space available in the Building’s mechanical areas located on the 25th floor of the Building for the placement of the mechanical equipment related to such supplemental air conditioning system. Tenant shall not be required to pay rent to Landlord for such space. Tenant shall, at its sole cost, maintain and service such system; provided, if such system is located in any part of the Building other than the Premises, Tenant shall be accompanied by a representative of Landlord who shall be made available to Tenant at reasonable times upon reasonable advance notice

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from Tenant and, other than during Business Hours on Business Days in connection with work that is not structural and does not affect the usage or proper functioning of the Building Systems, the actual cost incurred by Landlord for such representative shall be paid by Tenant to Landlord within twenty (20) days after demand by Landlord. Landlord shall provide up to 100 tons of condenser water for such supplemental air conditioning system on a year-round basis through the Building’s condenser water system based on Tenant’s demonstrated need. Tenant shall have the right, upon payment to Landlord of Landlord’s actual costs, to tap into the Building’s condenser water system to allow Tenant to receive such condenser water. Tenant shall pay to Landlord, within thirty (30) days after demand, Landlord’s reasonable estimate of the actual cost of providing such condenser water (which, as of the date of this Lease, is $.08 per ton hour comprised of 90% for electric energy and 10% for water and from and after the date hereof, will not, unless otherwise required by Law be comprised of any costs other than water, electric energy or other utilities and Landlord will not increase its percentage profit factor in computing any of those components). Such condenser water shall be provided 24 hours a day and shall not exceed 88 degrees Fahrenheit at the entry point into the Premises. Wet connections to the Building’s condenser water system are not permitted. Upon forty-five (45) days prior notice, Landlord shall perform any draindowns and refills required for Tenant’s connection to the Building’s condenser water system at the cost of Tenant;

(ii)           steam in a manner consistent with a first class midtown Manhattan office building, if required by Tenant for any additional heating or permitted kitchen use, in which event Tenant shall pay to Landlord the cost of such steam as well as the cost of piping and other equipment or facilities required to supply steam to and distribute steam within the Premises; Landlord may install and maintain, at Tenant’s expense, meters to measure Tenant’s consumption of steam and Tenant shall reimburse Landlord for the quantities of steam shown on such meters and Landlord’s charge for the production or purchase of such steam, on demand;

(iii)          (A) passenger elevator service to each floor of the Premises at all times during Business Hours on Business Days, with at least two passenger elevators subject to call at all other times, and (B) except for the freight elevator dedicated to Equitable pursuant to and during the time periods set forth in that certain Lease dated as of July 20, 1995 between Landlord and Equitable (the “Equitable Lease”), a copy of which provision Landlord has previously delivered to Tenant, freight elevator service to the Premises on a first come-first served basis (i.e., no advance scheduling) during Business Hours on Business Days, and on a reserved basis at all other times upon the payment of Landlord’s cost therefor (which, as of the date of this Lease is $65 per hour for the freight elevator and $65 per hour for the truck elevator comprised of 90% labor and 10% Landlord profit and which, after the date hereof, unless required by Law, shall be comprised of 90% labor and 10% profit); provided, during

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Tenant’s construction of its initial Alterations in the Blocks Tenant shall be entitled to receive up to 350 man-hours of such overtime freight elevator and truck elevator usage (for purposes of calculating such usage, freight and truck elevator time must be reserved jointly so that one (1) hour of freight elevator use will include one hour of truck elevator use and one hour of truck elevator use will include one hour of freight elevator use and 349 hours will remain after one hour of such use) without charge and the charge after such free usage for freight and truck elevator service during Tenant’s initial Alterations in the Blocks during times other than Business Hours, on Business Days shall be comprised of labor only and no Landlord profit. The use of all elevators by Tenant shall be on a nonexclusive basis, except as otherwise provided herein. Landlord will maintain and operate all elevators servicing the Premises in a manner substantially consistent with Exhibit J attached hereto. Except as required by Law and except for the Elevator Reconfiguration set forth in Section 8.22, Landlord represents and warrants that as of the date hereof and covenants and agrees that throughout the Term the passenger elevators serving floors 23 through 29 of the Building provide service to those floors exclusively and serve no other floors of the Building above the lobby. Tenant shall be permitted to (x) install a security desk, in accordance with Exhibit H attached hereto, in the lobby of the Building adjacent to the elevator bank (4 elevators) serving floors 23 through 29, and (subject to the reasonable approval of Landlord as to the manner of use and design consistency with the remainder of the lobby) to maintain, at all times that Tenant is permitted access hereunder to the Premises, a security guard at such desk and (y) unless space serviced by such elevator bank serving floors 23 through 29 is leased or subleased by Landlord to any entity (other than Tenant) who refuses to be subject to the controlled access of Tenant’s security desk, control access by persons other than Landlord, its employees, agents and contractors to such elevators servicing floors 23 through 29 of the Building in the same manner and subject to the same conditions as Tenant may control access to the Premises pursuant to this Lease; provided, that with respect to any entities to which Landlord has leased, or subleased space, such entities shall only be subject to reasonable controlled access of Tenant’s security desk, at no cost to such entities; and further provided, that during any period that more than one full floor of the Blocks is occupied by any one or more entities other than Tenant, Tenant’s Affiliates or Related Service Providers, at Landlord’s option exercised by ten (10) days’ notice to Tenant, Tenant’s right to install and maintain the security desk and the related security guard shall be null and void and of no force and effect. During the three-year period after the Commencement Date of each Block, Tenant shall have the right to the exclusive use, during times other than Business Hours on Business Days, of one (1) passenger cab in the elevator bank serving such Blocks to transport personnel, hand tools and furniture in connection with the initial Alterations in such Blocks, provided, that, notwithstanding the provisions of Section 7.03 hereof, Tenant shall be responsible for all damage caused to such elevator or the Building lobby arising from such use as provided in this sentence. Tenant shall install protective coverings reasonably acceptable to Landlord in the interior of such elevator

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and the Building lobby in order to protect the same from damage. If Tenant intends to move a substantial part of its furniture, equipment or files into or out of-the Blocks, then provided Tenant coordinates such move with the building manager and provided Tenant is not in default of this Lease beyond any applicable notice and cure period, Tenant shall, from time to time as may be reasonable, be permitted to use, during times other than Business Hours on Business Days and other than times that Landlord intends to use such passenger cabs for repairs, maintenance or otherwise, one passenger cab serving the Blocks in connection with such moves (or all, except for one, available passenger cabs serving the Blocks after the Block F Commencement Date). Notwithstanding the provisions of Section 7.03 hereof, Tenant shall be responsible for all damage caused to such elevator cabs and to the Building lobby arising from such use in connection with such move. Tenant shall pay to Landlord on demand Landlord’s additional actual costs (including security and maintenance) of Tenant’s use of the passenger cabs and Building lobby to transport construction personnel, hand tools and furniture in connection with the initial Alterations and in connection with such move. Notwithstanding any provision herein to the contrary, in no event shall passenger cabs be used to transport building materials or construction debris;

(iv)          reasonable quantities of hot and cold water to the floor(s) on which the Premises are located for core lavatory, executive lavatory, pantry, drinking, sprinkler and cleaning purposes only in a manner consistent with first class midtown Manhattan office buildings; if Tenant requires water for any other purpose, Landlord shall furnish cold water at the Building core riser through a capped outlet located on each of the floors on which the Premises is located (within the core of the Building), and the cost of heating such water, as well as the cost of piping and supplying such water to the Premises, shall be paid by Tenant, provided, that Landlord will not charge Tenant a connection fee for connecting piping within the Premises to the capped outlet located on each of the floors of the Premises; Landlord may install and maintain, at Tenant’s expense, meters to measure Tenant’s consumption of cold water and/or hot water for such other purposes in which event Tenant shall reimburse Landlord for the quantities of cold water and hot water shown on such meters (including Landlord’s standard charge for the production of such hot water, if produced by Landlord), on demand;

(v)           electric energy in accordance with the specifications attached to this Lease as Exhibit K through presently installed electric facilities for Tenant’s reasonable use of lighting and other electrical fixtures, appliances, supplemental air conditioning and equipment; in no event shall Tenant’s consumption of electricity exceed the capacity of existing feeders to the Building or the risers or wiring serving the Premises as set forth on Exhibit L. If Tenant demonstrates the need for additional electric power for Tenant’s use and occupancy of the Premises for the use permitted herein, and in Landlord’s reasonable judgment (taking

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into account the then existing and future needs of other then existing and future tenants, and other needs of the Building), unallocated power is available in the Building, Landlord shall allocate additional electric energy to Tenant sufficient to provide Tenant with up to, and if reasonably necessary, more than 8 ▇▇▇▇▇ per useable square foot per floor (inclusive of electric energy already made available to Tenant as provided in Exhibit L attached to this Lease). Landlord reserves the right to discontinue the furnishing of electric energy to Tenant in the Premises at any time, upon prior notice, for a period of time reasonably necessary for Tenant to obtain electric energy directly from the public utility furnishing electric service to the Building. If Tenant is permitted by Law to obtain electric energy directly from the public utility company furnishing the same, Tenant may request Landlord to discontinue furnishing electric energy to Tenant in the Premises upon thirty (30) days prior notice. If Landlord or Tenant exercises such right of termination, this Lease shall continue in full force and effect and shall be unaffected thereby, except only that, from and after the effective date of such termination, Landlord shall not be obligated to furnish electric energy to Tenant. If Landlord so discontinues furnishing electric energy to Tenant, Tenant shall pay the electric charge, pursuant to Section 2.07 through the date of discontinuance and Tenant shall arrange to obtain electric energy directly from the public utility company furnishing electric service to the Building. Such electric energy may be furnished to Tenant by means of existing Building system feeders, risers and wiring to the extent the same is available, suitable and safe for such purpose and Landlord will not impose any additional charge for the use of such facilities;

(vi)          cleaning services in accordance with Exhibit E attached hereto. Tenant shall pay to Landlord on demand the costs incurred by Landlord for (A) extra cleaning work in the Premises required because of (x) misuse or neglect on the part of Tenant, its subtenants or their respective employees or visitors, (y) interior glass partitions or an unusual quantity of interior glass surfaces and (z) non-building standard materials or finishes installed in the Premises other than wood and stone flooring, carpeting or vinyl wall coverings, and (B) removal from the Premises and the Building of any refuse of Tenant in excess of that ordinarily accumulated in business office occupancy, including, without limitation, kitchen refuse, or at times other than Landlord’s standard cleaning times. Notwithstanding the foregoing, Landlord shall not be required to clean any portions of the Premises used for preparation, serving or consumption of food or beverages, training rooms, data processing or reproducing operations, film processing, infirmary, private lavatories or toilets or other special purposes requiring greater or more difficult cleaning work than office areas (collectively, “Extra Cleaning”) and Tenant shall, except as hereinafter provided in this Section 3.01(a)(vi), retain Landlord’s cleaning contractor to perform such cleaning at Tenant’s expense. Landlord’s cleaning contractor shall have access to the Premises after 6:00 p.m. and before 8:00 a.m. and not at other hours and shall have the right to use, without charge therefor, all light, power and water in the Premises reasonably required to clean the Premises. Tenant shall

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submit to Landlord’s cleaning contractor, ▇▇▇▇▇▇’s specifications for the Extra Cleaning in the Premises and shall obtain from such contractor a bid for Extra Cleaning in the Premises. Provided that the bid submitted by such contractor is reasonably competitive, Tenant shall retain such contractor for the Extra Cleaning in the Premises. If such bid is not reasonably competitive, Tenant may retain another contractor reasonably acceptable to Landlord (which will utilize the same union local as Landlord’s cleaning contractor) for the Extra Cleaning in the Premises; provided, that if Tenant retains a contractor other than Landlord’s contractor, then (A) any reasonable out-of-pocket security expenses incurred from time to time by Landlord in supervising such contractor shall be paid by Tenant within thirty (30) days after demand therefor, (B) Tenant’s contractor shall store all of its equipment and supplies and material within the Premises, and Landlord shall furnish no space therefor, and (C) Tenant shall bag and place all rubbish, garbage, waste and other debris in an area within the Premises reasonably designated by Landlord daily prior to 6:00 AM and Tenant will arrange with the contractor designated by Landlord or at Landlord’s option, Landlord shall arrange, at Tenant’s expense, for removal of such items from the Premises to the Building loading dock at such times as are reasonably designated by Landlord. The Extra Cleaning in the Premises shall be performed in a manner consistent with a first class midtown Manhattan office building. Tenant shall pay the contractor retained by ▇▇▇▇▇▇ directly for the cost of Extra Cleaning in the Premises and Landlord shall not be required to perform Extra Cleaning in the Premises; and

(vii)         use of the Building’s loading dock, (A) from 8 a.m. to 6 p.m. on Business Hours or Business Days, on a first come-first serve basis (i.e., no advance scheduling) and no tenant in the Building, including Tenant, shall be permitted to advance schedule use of the Building’s loading dock during such time periods and (B) on a reserved basis at all other times and Tenant shall pay Landlord’s established charges for such after hours use of loading dock (which, as of the date of this Lease is $65 per hour for freight elevator and $65 per hour for the truck elevator comprised of 90% labor and 10% Landlord profit and which after the date hereof, unless required by Law, shall be comprised of 90% labor and 10% profit); provided, that Tenant shall not be required to pay Landlord’s established charges for after hours use of the loading dock if it is paying ▇▇▇▇▇▇▇▇’s after hours charge for the freight elevator for the same period or is applying its free usage credit of the freight or truck elevator during its initial Alterations.

(viii)        Landlord shall make available at no additional cost to Tenant reasonable shaft and conduit space in order for Tenant to receive reasonable and customary telecommunication and cable access from the companies or public utilities providing such services; provided, that during such access, Tenant shall be accompanied by a representative of Landlord who shall be made available to Tenant at reasonable times, upon reasonable advance notice from Tenant; and except when such representative is made available during Business

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Hours, on Business Days (during which period the representative shall be made available without charge), the actual cost to Landlord for such representative shall be paid by Tenant to Landlord within twenty (20) days after demand by Landlord.

3.02        Other Building Services.  (a) Except if and to the extent the following shall be Tenant’s obligation pursuant to this Lease, Landlord shall, at Landlord’s cost and expense (subject to reimbursement by ▇▇▇▇▇▇ as Operating Expenses to the extent provided for in Section 2.05 hereof) operate, maintain, repair and replace (if reasonably necessary) (i) all structural portions of the Building, such as, by way of example only, the roof, foundation, footings, exterior walls, load-bearing columns, ceiling and floor slabs, windows, window ▇▇▇▇▇ and sashes, (ii) all common and public service areas of the Building, including, without limitation, all elevators, corridors and lobbies, (iii) all Building systems (including, without limitation, the sprinkler and Class E system), serving the common and public service areas and the Premises (other than any distribution of such systems located in the Premises and installed by Tenant), in each case throughout the Term, and in such manner as is consistent with the maintenance, operation and repair standards of first class midtown Manhattan office buildings (the areas described in clauses (i), (ii) and (iii) are collectively called the “Landlord Obligation Areas”).

(b)           Landlord shall provide Building security in a manner which is consistent with a first class midtown Manhattan office building and shall maintain a security guard in the main lobby of the Building at all times.

(c)           Landlord shall make available on each floor of the Blocks a connection to the cable television service providing such service to the Building.

3.03        General Provisions.  (a) Landlord may stop or interrupt any Landlord Service, electricity, or other service and may stop or interrupt the use of any Building facilities and systems at such times as may be necessary and for as long as may reasonably be required by reason of accidents, strikes, or the making of repairs, alterations or improvements, or inability (other than the lack of funds) to secure a proper supply of fuel, gas, steam, water, electricity, labor or supplies, or by reason of any other cause beyond the reasonable control of Landlord; provided, that (i) Landlord shall not interrupt service of more than one passenger elevator at any one time during Business Hours on Business Days for repairs, ongoing maintenance, or renovations except in the case of an emergency, and (ii) if electric consumption in the Premises or any part thereof is required to be measured by meter, then except as provided in this Section 3.03 or Section 3.01(v), Landlord shall not permanently discontinue measuring such consumption by meter unless required by Law or a public utility tariff. Except as otherwise expressly provided for in this Lease, Landlord shall have no

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liability to Tenant by reason of any stoppage or interruption of any Landlord Service, electricity or other service or the use of any Building facilities and systems for any reason. Landlord shall use reasonable diligence to make such repairs as may be required to machinery or equipment within the Project to provide restoration of any Landlord Service and, where the cessation or interruption of such Landlord Service has occurred due to circumstances or conditions beyond the Project boundaries, to cause the same to be restored by diligent application or request to the provider. Landlord shall take all steps as would be taken by owners of first class midtown Manhattan office buildings to restore such services at the earliest possible time, and shall conduct all repair and restoration work relating thereto in such manner as to minimize interference with or interruption of the conduct of ▇▇▇▇▇▇’s business in the Premises.

(b)           Without limiting any of Landlord’s other rights and remedies, if Tenant shall be in monetary default beyond any applicable grace period and which default is not being contested by a judicial proceeding or arbitration if provided for in this Lease. Landlord shall not be obligated to furnish to the Premises any supplemental service such as after hours heating, ventilation or air conditioning and Landlord shall have no liability to Tenant by reason of any failure to provide, or discontinuance of, any such supplemental service. Landlord shall be obligated to restore such supplemental services if Tenant cures such default.

(c)           “Business Hours” means 8:00 a.m. to 6:00 p.m. “Business Days” means all days except Saturday, Sundays, New Year’s Day, Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day following Thanksgiving, Christmas Day and any other days which are either (i) observed by both the federal and the state governments as legal holidays or (ii) designated as a holiday by the applicable Building Service Union Employee Service contract or Operating Engineers contract (which as of the date of this Lease are Good Friday, Columbus Day and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇’▇ Birthday).

(d)           Any provision of this Lease which provides that Landlord or employees of Landlord shall perform a service for Tenant at Tenant’s cost, charge or expense shall be deemed to mean that landlord or Landlord’s designated contractor shall perform such service and Tenant shall pay such cost, charge or expense for such service to, at Landlord’s election, either Landlord or such contractor (subject to the relevant provision of this Lease with respect to timing of payment, furnishing of backup and Tenant’s dispute rights).

3.04        Additional Covenants.  Landlord shall install the partition wall in the Building Lobby by the elevator serving the Blocks, in accordance with Exhibit N attached hereto.

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ARTICLE 4

Leasehold Improvements; Tenant Covenants

4.01        Initial Improvements.  (a) Landlord shall perform or cause to be performed, in each Block, the work described on Exhibit G (“Landlord’s Work”). All of Landlord’s Work shall be performed by Landlord at Landlord’s sole cost and expense. Subject . to delays by reason of Force Majeure and Tenant Delay, Landlord shall, with respect to each Block (other than the Delivered Blocks) (A) substantially complete Landlord’s Work which, as set forth in Exhibit G, is a condition to delivery of such Block, on or before the applicable Commencement Date and (B) substantially complete such items of Landlord’s Work which, as set forth in Exhibit G, are not a condition to delivery of such Block, on or prior to the date set forth in Exhibit G and if no date is set forth therein, then on the date that Tenant has substantially completed its Initial Alterations in the applicable Block and shall have given Landlord thirty (30) days’ notice thereof. Tenant shall remove ▇▇▇▇▇▇’s Property from the Delivered Blocks and shall vacate and deliver to Landlord possession of the Delivered Blocks. Any items of Tenant’s Property which remain in the Block B Space and the Block C Space after delivery of possession thereof to Landlord may, at the option of Landlord be deemed abandoned, and may be disposed of by Landlord, without accountability in such manner as Landlord shall determine at Tenant’s reasonable expense. Tenant is not required to deliver all of the Delivered Blocks simultaneously to Landlord, but may deliver the Delivered Blocks in installments, provided, that each such delivery shall consist of full floor units or any space which was delivered to Tenant by landlord on the date hereof in less than full floor units. Subject to delay, by reason of Force Majeure and Tenant Delay, Landlord shall with respect to each of the Delivered Blocks (x) substantially complete Landlord’s Work which, as set forth in Exhibit G, is a condition to delivery of such Delivered Block, within thirty (30) days after the later of fifteen (15)-days after Tenant shall have notify Landlord of the date it intends to vacate the Delivered Block and the date Tenant delivers to Landlord vacant session of the Delivered Block in the condition required in this Section 4.01 (the date Tenant so delivers to Landlord vacant possession of the Delivered Block is the “Tenant Delivery Date” and the day after such thirty (30) days is the “Stated Second Commencement Date”) and (y) substantially complete such items of Landlord’s Work which, as set forth in Exhibit G, is not a condition to delivery of such Blocks, on or prior to the date set forth in Exhibit G and if no date is set forth therein, then on the date that Tenant has substantially completed its Initial Alterations, in the applicable Delivered Block and shall have given Landlord thirty (30) days’ notice thereof. On the applicable Commencement Date and Second Commencement Date, Tenant shall accept the Blocks in “as is” condition on such date, subject only to the requirements of this Section 4.01. All initial improvements which do not constitute Landlord’s Work shall constitute Alterations

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and shall be performed by Tenant at Tenant’s expense in accordance with Section 4.02 and any applicable provisions of Exhibit D. Possession of the Delivered Blocks in Delivery Condition, shall, subject to the terms of this Lease, be delivered to Tenant on the applicable Stated Second Commencement Date. If Landlord is unable to deliver possession of a Delivered Block to Tenant on or before the Stated Second Commencement Date in Delivery Condition, (x) the Stated Second Commencement Date shall be extended by one day for each day that Landlord shall be unable to deliver possession thereof in Delivery Condition (the Stated Second Commencement Date as the same may be extended is the “Second Commencement Date”) and (y) Fixed Rent and Additional Charges payable pursuant to Sections 2.04 and 2.05 with respect to such undelivered Delivered Block shall be abated for (x) the number of days equal to the Block C and B Abatement Percentage, as applicable multiplied by the number of days that such failure to deliver continues beyond the Stated Second Commencement Date by reason other than Force Majeure and Tenant Delay (including, without limitation, the failure of Tenant to deliver possession of the Delivered Blocks to Landlord in the condition required in this Lease on the date required for such delivery) and (y) one day for each day that any of the Delivered Blocks are not delivered to Tenant in Delivery Condition beyond the Stated Second Commencement Date due to Force Majeure. The “Block C and B Abatement Percentage” means, with respect to the failure of landlord to deliver to Tenant possession of the Delivered Blocks on or prior to the Stated Second Commencement Date by reason other than the Force Majeure and ▇▇▇▇▇▇ ▇▇▇▇▇, (i) for the first thirty (30) days, 1.1 days, (ii) for the second thirty (30) days, 1.2 days, (iii) for the third thirty (30) days, 1.3 days, (iv) for the fourth thirty (30) days, 1.4 days and (v) for each day thereafter, 1.5 days.  From the date Tenant delivers any of the Delivered Blocks to Landlord and until the applicable Second Commencement Date therefore, Tenant will not be responsible with respect to such Delivered Block to carry insurance or to indemnify Landlord, Superior Lessor and Superior Mortgagees for acts or omissions occurring in such Delivered Block other than the acts, omissions or negligence of Tenant, its Affiliates and Related Service Providers or any person claiming through or under Tenant, its Affiliates and Related Service Providers or any of the respective partners, directors, officers, agents, employees or contractors but shall otherwise be required to pay Fixed Rent, Tax Payments and Operating Payments, and perform all obligations it is otherwise required to perform with respect to such Delivered Blocks, other than obligations which arise out of Landlord’s use of such Delivered Blocks during such period such as mechanics’ liens arising from Landlord’s Work, maintenance and repair of the

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Delivered Blocks, costs of electric consumption, compliance with Law related to Landlord’s Work, and cleaning of the Delivered Block necessitated by Landlord’s Work.

(b)           Tenant shall have the right to install a supplemental air conditioning system to serve the Premises and, subject to the prior approval of Landlord, which approval shall not be unreasonably withheld, to install louvers to service such air cooled supplemental units in any portion of the exterior curtain wall on the floors where the Blocks are located except for (i) the west wall facing Avenue of the Americas, and (ii) the two window bays on the north and south walls nearest the west wall as more particularly described on Exhibit O attached hereto.

(c)           As part of Tenant’s initial Alterations to the Blocks, Tenant shall within 365 days after the Commencement Date or the Second Commencement Date (as the case may be) for each of the floors constituting Blocks perform the work set forth on Exhibit F annexed hereto (“Tenant’s Required Work”) with respect to such Blocks. Landlord shall allow Tenant an allowance in the amount of $20,000 for each full floor included in the Blocks plus 60 cents for each rentable square foot included in the Blocks (the “Tenant Required Work Allowance”), which allowance shall be applied against the cost and expense incurred by Tenant in connection with ▇▇▇▇▇▇’s Required Work. Tenant shall apply the entire Tenant Required Work Allowance for each Block only to the Tenant Required Work in such Block before being used for any other purpose. In the event that the cost and expense of ▇▇▇▇▇▇’s Required Work shall exceed the amount of the Tenant Required Work Allowance, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of ▇▇▇▇▇▇’s Required Work shall be less than the amount of the Tenant Required Work Allowance, Tenant shall be allowed to retain any such excess. Tenant Required Work Allowance shall be paid to Tenant by official bank check drawn on a New York State Bank upon execution and delivery of this Lease by Landlord and ▇▇▇▇▇▇.

(d)           Landlord shall allow Tenant an allowance in the aggregate amount of $45 per rentable square foot for the Initial Blocks and an allowance for Block F Space equal to the amount calculated by multiplying $1,097,100 by a fraction the numerator of which is the number of months (including any partial months as a fraction) that the Block F Space is included in the demise hereunder and the denominator of which is 197 months (hereinafter called the “Work Allowance”), which allowance shall be solely applied against the cost and expense incurred by Tenant within three years after the applicable Commencement Date or the Second Commencement Date, as the case may be, in connection with (i) the performance of Tenant’s initial Alterations in all or any part of the Blocks including without limitation permit costs and costs of construction related consultants, (ii) moving into the Blocks, (iii) services performed by Tenant’s Registered Architect and Professional Engineer in connection with such

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initial Alterations therein, (iv) the purchase and installation of telecommunication equipment and furniture therein and (v) such other work, materials and services in connection with Tenant’s initial occupancy therein which are reasonably approved by Landlord (“Tenant’s Allowance Work”). Tenant may apply the Work Allowance with respect to any Block to the Tenant’s Allowance Work incurred by Tenant in any other Block. In the event that the cost and expense of ▇▇▇▇▇▇’s Allowance Work shall exceed the amount of the Work Allowance, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of ▇▇▇▇▇▇’s Allowance Work shall be less than the amount of the Work Allowance, then the amount of such difference shall be applied as a credit against the Rent payable hereunder by ▇▇▇▇▇▇. Twenty-five percent of the Work Allowance for the Initial Blocks shall be payable on the execution and delivery of this Lease by Landlord and Tenant by official bank check drawn on a New York State Bank and twenty-five percent of the Work Allowance for the Block F Space shall be payable on the Block F Commencement Date by official bank check drawn on a New York State Bank (the “Initial Work Allowance”). The balance of the Work Allowance shall be payable as Tenant’s Allowance Work progress within thirty (30) days after Tenant shall make periodic requisitions for portions thereof not to exceed in the aggregate the amount of the Work Allowance provided (A) together with the first such requisition for the Work Allowance for the Initial Blocks and for the Block F Space as applicable, Tenant shall furnish to Landlord the items required in clauses (i) and (ii) first appearing below with respect to the portion of the Tenant Work Allowance paid to Tenant prior to the first requisition for such Block (including evidence that such Tenant Work Allowance has been spent) and with respect to the Tenant Required Work Allowance, (B) all such requisitions shall be submitted no more frequently than once per month and (C) except as provided for in the next paragraph, no requi­sition shall include the last 10% of the Tenant Work Allowance until all the requirements for final payment of ▇▇▇▇▇▇’s Work Allowance as set forth in this Section 4.01(d) with respect to the Blocks have been complied with. Landlord shall pay directly to Tenant by a check drawn on a New York State bank an amount equal to the total cost of the portion of Tenant’s Allowance Work for each Block referenced in such requisition, provided, that Tenant shall furnish to Landlord together with such requisition:

(i)            copies of invoices from the contractors, materialmen and others performing the portion of ▇▇▇▇▇▇’s Allowance Work with respect to the applicable Block referenced in such requisition; and

(ii)           a certificate from Tenant (executed by an officer of Tenant holding the office of vice-president or higher) and Tenant’s Registered Architect stating that such portion of Tenant’s Allowance Work with respect to the applicable Block has been substantially completed or substantially installed in accordance

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with ▇▇▇▇▇▇’s approved design drawings and specifications and that payment is due and owing for such work.

Prior to the final payment by Landlord of the last 10% of the Tenant’s Work Allowance for the Blocks, in addition to the requirements set forth in this Section 4.01(d) above, Tenant shall furnish to Landlord to the extent not previously furnished to Landlord:

(iii)          a certificate from Tenant and ▇▇▇▇▇▇’s Registered Architect stating that ▇▇▇▇▇▇’s Allowance Work and ▇▇▇▇▇▇’s Required Work with respect to the Blocks have been substantially completed in accordance with Tenant’s approved design drawings and specifications;

(iv)          all sign-off documents with respect to ▇▇▇▇▇▇’s Allowance Work and ▇▇▇▇▇▇’s Required Work with respect to the Blocks from all agencies having jurisdiction;

(v)           written final unconditional lien waivers, from all contractors, materialmen and others performing Tenant’s Allowance Work and Tenant’s Required Work with respect to the Blocks or, if any of such lien waivers cannot be obtained by ▇▇▇▇▇▇, notwithstanding its reasonable efforts to obtain the same, a written statement by ▇▇▇▇▇▇, either that it has paid the contractor in question or the general contractor (in the event that the missing lien waiver is from a subcontractor) or that a dispute exists with the contractor and ▇▇▇▇▇▇ has reserved an amount sufficient to pay the amount in dispute;

(vi)          copies of all licenses and permits required by governmental authorities for operation and occupancy of such Block (except to the extent of Tenant’s inability to obtain such licenses and permits is delayed due to the failure of Landlord to sign applications, for governmental permits or remove a violation in accordance with and within the time periods provided in Section 4.02(j) and Section 2.02(b) hereof respectively;

(vii)         as-built plans and specifications, with respect to ▇▇▇▇▇▇’s Allowance Work and ▇▇▇▇▇▇’s Required Work with respect to the Blocks; and

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(viii)        copies of all guarantees and warranties issued to Tenant in connection with ▇▇▇▇▇▇’s Allowance Work and ▇▇▇▇▇▇’s Required Work with respect to the Blocks.

Notwithstanding the foregoing, in the event that Tenant has complied with all of the provisions of Section 4.02(d)(i)-(viii), except that Tenant has not been able to obtain a sign-off document, license or permit (individually or collectively a “Governmental Approval”) as provided for in Section 4.02(d)(iv) or (vi) and the sole reason that Tenant has not been able to obtain such Governmental Approval is that the appropriate agency has not performed its inspection or taken such other ministerial action; then in such event Landlord will disburse to Tenant all but the last 2% of the Tenant Work Allowance and will disburse the final 2% upon receipt of the required Governmental Approval.

(e)           If Landlord fails to pay the Work Allowance or any part thereof which is due and payable under this Lease on or before the due date therefor and such failure continues for fifteen (15) days after Tenant notifies Landlord of such failure (which notice shall state that Tenant intends to set off or recoup such amount against the next installment of Rent unless Landlord pays such amount to Tenant) (an “Offset Notice”), then Tenant may, in addition to any other remedies it may have for the failure to pay such amount, set-off or recoup such amount against Rent payable under this Lease, together with interest accrued thereon at the Interest Rate from the date which such amount became due and payable to the date of Landlord’s payment or Tenant’s recoupment of such amount. Any dispute with respect to ▇▇▇▇▇▇’s entitlement to all or any portion of the Work Allowance may be submitted to arbitration pursuant to Section 9.03 hereof. If Landlord disputes ▇▇▇▇▇▇’s entitlement to all or any part of the Work Allowance, Landlord may nevertheless pay the amount of the disputed Work Allowance without prejudice to Landlord’s dispute.

4.02        Alterations.  (a) Tenant shall make no improvements, changes or alterations in or to the Premises or the Building (“Alterations”) without Landlord’s prior approval. Provided Tenant is not in default under this Lease beyond any notice and cure period, Landlord shall not unreasonably withhold its approval to any Alteration that is not a Material Alteration (or to any Material Alteration to which it has otherwise in this Lease agreed to not unreasonably withhold its consent). Notwithstanding the foregoing, (i) Landlord’s consent shall not be required with respect to work solely involving painting, decorating and/or wall covering (“Decorating”), provided, that, in each case such work does not require Tenant to obtain a building permit and (ii) Landlord shall be deemed not to have unreasonably withheld its consent to any Alteration if such Alteration requires the consent of any Superior Mortgagee or Superior Lessor and such consent shall have been withheld by such Superior Mortgagee or Superior Lessor. “Material Alteration” means an Alteration that (i) is

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not limited to the interior of the Premises or which affects the exterior (including the appearance) of the Building, (ii) is structural or affects the strength of the Building (except Landlord will not unreasonably withhold its approval with respect to one floor cut on each floor of the Premises for an internal staircase, core drill of slab, treaded rod and isolators for installation of equipment and increasing the live load), (iii) affects the usage or the proper functioning of any of the Building systems except if the usage or functioning of the Building System is not materially or adversely affected and the Alteration is limited to and does not affect any part of the Building other than the interior of the Premises, or (iv) requires a change to the Building’s certificate of occupancy unless such change is limited to the certificate of occupancy for the Premises and is in connection with an Identified Ancillary use. Notwithstanding the foregoing, if any Alteration to which Landlord has consented requires access to the Building’s shafts, risers, conduits, utility closets and machine rooms, then Landlord shall not unreasonably withhold its consent to reasonable and customary access and use of the Building’s shafts, risers, conduits, utility closets and machine rooms in connection therewith subject to the reasonable requirements of Landlord, including, without limitation, the time periods and manner of access and supervision by personnel of Landlord; provided, that during such access, Tenant shall be accompanied by a representative of Landlord who shall be made available to Tenant at reasonable times, upon reasonable advance notice from Tenant; and except when such representative is made available during Business Hours, on Business Days (during which period the representative shall be made available without charge), the actual cost to Landlord for such representative shall be paid by Tenant to Landlord within twenty (20) days after demand by Landlord.

(b)           Tenant, in connection with any Alteration, shall comply with the Alteration Rules and Regulations set forth as Exhibit D, attached hereto. To the extent any of the provisions contained in Exhibit D conflict with the provisions of the Lease, the provisions of the Lease shall govern and control. To the extent any of the provisions contained in Exhibit D are modified or supplemented by Landlord after the date hereof, and as a result thereof, there is a conflict between the provisions of the Lease and the provisions of such modified or supplemented Exhibit D, the provisions of the Lease shall govern and control; provided, however, that in no event shall Landlord modify or supplement the provisions of Exhibit D, relating to the construction supervisory fee. Tenant shall not proceed with any Alteration which is not Decorating unless and until Landlord approves Tenant’s plans and specifications therefor. Landlord shall, within twenty (20) days following receipt of Tenant’s plans and specifications, advise Tenant of Landlord’s approval or disapproval of such plans and specifications or any part thereof. If Landlord shall fail to approve or disapprove Tenant’s plans and specifications or any part thereof within such twenty (20) days, Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove Tenant’s plans and specifications or any part thereof within two (2) Business Days after receipt

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of such reminder notice, Landlord shall be deemed to have approved such plans and specifications or the applicable part thereof. If Landlord shall disapprove such plans and specifications (or any part thereof), Landlord shall set forth its reasons for such disapproval in writing and in reasonable detail and itemize those portions of the plans and specifications so disapproved. Landlord shall advise Tenant with ten (10) days following receipt of Tenant’s revised plans and specifications, or portions thereof, of Landlord’s approval or disapproval of the revised plans and specifications or any portion thereof, and shall set forth Landlord’s reasons for any such further disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove the revised plans and specifications or any portion thereof within such ten (10) days, Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove Tenant’s plans and specifications or any part thereof within two (2) Business Days after receipt of such reminder notice, Landlord shall be deemed to have approved the revised plans and specifications or such portions thereof. If Tenant’s Plans and Specifications are in connection with an Alteration, other than a Material Alteration, Tenant may submit any dispute with Landlord as to the reasonableness of Landlord’s disapproval of such plans and specifications to arbitration in accordance with Section 9.03 hereof. Any review or approval by Landlord of plans and specifications with respect to any Alteration is solely for Landlord’s benefit, and without any representation or warranty to Tenant with respect to the adequacy, correctness or efficiency thereof, its compliance with Laws or otherwise.

(c)           Tenant shall pay to Landlord upon demand Landlord’s reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable and customary fees of any architect or engineer employed by Landlord or any Superior Lessor or Superior Mortgagee for such purpose) for reviewing plans and specifications and inspecting Alterations (other than Decorating).

(d)           Except if the Tenant is a Qualified Tenant, before proceeding with any Alteration that will cost more than $250,000 (exclusive of the costs of Decorating and items constituting Tenant’s Property), as estimated by a reputable contractor designated by Landlord and reasonably acceptable to Tenant, Tenant shall furnish to Landlord one of the following: (i) a cash deposit, (ii) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in New York reasonably satisfactory to Landlord) or (iii) an irrevocable, unconditional, negotiable letter of credit, issued by a bank and in a form reasonably satisfactory to Landlord; each to be equal to 110% of the cost of the Alteration, estimated as set forth above. Any such letter of credit shall be for one year and shall be renewed by Tenant each and every year until the Alteration in question is completed and shall be delivered to Landlord not less than fifteen (15) days prior to the expiration of the then current letter of credit, failing which Landlord may present the then current letter of

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credit for payment. Upon (A) the completion of the Alteration in accordance with the terms of this Section 4.02 and (B) the submission to Landlord of (x) proof evidencing the payment in full for said Alteration, (y) written unconditional lien waivers of mechanics’ liens and other liens on the Project from all contractors performing said Alteration and (z) all submissions required pursuant to Section B4 of Exhibit D attached hereto, the security deposited with Landlord (or the balance of the proceeds thereof, if ▇▇▇▇▇▇▇▇ has drawn on the same) shall be returned to Tenant. Upon Tenant’s failure properly to perform, complete and fully pay for any Alteration, as reasonably determined by Landlord, Landlord may, upon notice to Tenant, draw on the security deposited under this Section 4.02(d) to the extent Landlord deems necessary in connection with said Alteration; the restoration and/or protection of the Premises or the Project and the payment of any costs, damages or expenses resulting therefrom. Any cash security deposit being held by Landlord pursuant to this Section 4.02(d) will be held in escrow in an interest bearing account and all interest will accrue for the benefit of Tenant. Notwithstanding any provision in this Lease to the contrary as long as Tenant is a Qualified Tenant, no subtenant will be required to comply with the terms of this Section 4.02(d) unless Landlord has agreed to provide a nondisturbance agreement to such subtenant.

(e)           Tenant shall obtain (and furnish, prior to commencement and prosecution of Alterations, copies to Landlord of) all necessary governmental permits and certificates for the commencement and prosecution of Alterations and for final approval thereof upon completion, and shall cause Alterations to be performed in compliance therewith, and in compliance with all Laws and in substantial compliance with the plans and specifications approved by Landlord. Alterations shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the then standards for the Building. Alterations other than Decorating shall be performed by contractors first approved by Landlord which approval shall not be unreasonably withheld or by the contractors listed in Exhibit P hereto; provided, that any Alterations in and to the base building systems shall be performed only by contractors designated by Landlord, including, as of the date hereof the contractors listed on Exhibit P. Landlord may from time to time add and delete names from Exhibit P. If Landlord shall fail to approve or disapprove of any contractors within twenty (20) days after ▇▇▇▇▇▇’s request for ▇▇▇▇▇▇▇▇’s approval, Tenant shall have the right to give a reminder notice to Landlord and if Landlord fails to approve or disapprove such proposed contractor within two (2) Business Days after receipt of such reminder notice, Landlord shall be deemed to have approved such contractor. Tenant may submit any dispute with ▇▇▇▇▇▇▇▇ as to the reasonableness of Landlord’s disapproval of such contractors to arbitration in accordance with Section 9.03 hereof. The performance of any Alteration shall not be done in a manner which would violate Landlord’s union contracts affecting the Project, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the

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Building. Tenant shall immediately stop the performance of any Alteration if Landlord notifies Tenant that continuing such Alteration would violate Landlord’s union contracts affecting the Project, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building.

(f)            Throughout the performance of Alterations, Tenant shall carry worker’s compensation insurance in statutory limits, “all risk” Builders Risk coverage valued on a replacement cost basis and written on a completed value basis and general liability insurance with limits of not less than the limits required in Section 7.02, with completed operation endorsement, for any occurrence in or about the Project, under which Landlord and its agent and any Superior Lessor and Superior Mortgagee whose name and address have been furnished to Tenant shall be named as additional insureds (except with respect to worker’s compensation and Builders Risk coverage, provided, that any insurance proceeds of the Builders Risk coverage covering Improvements and Betterments shall be paid by Tenant to Landlord as and when required in this Lease), with insurers which comply with the provisions of Section 7.02. Tenant shall furnish Landlord with evidence that such insurance is in effect at or before the commencement of Alterations and, on request, at reasonable intervals thereafter during the continuance of Alterations.

(g)           Should any mechanics’ or other liens be filed against any portion of the Project by reason of the acts or omissions of, or because of a claim against, Tenant or anyone claiming under or through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within sixty (60) days after notice from Landlord. If Tenant shall fail to cancel or discharge said lien or liens within said 60-day period, Landlord may, upon 5 days’ prior notice to Tenant, (which notice may be given at any time but not earlier than fifty-five (55) days after Landlord shall have sent the sixty (60) day notice provided above in this clause (g)) cancel or discharge the same and Tenant shall reimburse Landlord for all costs incurred in canceling or discharging such liens, together with interest thereon at the Interest Rate from the date incurred by Landlord to the date of payment by ▇▇▇▇▇▇, such reimbursement to be made within fifteen (15) days after receipt by ▇▇▇▇▇▇ of a written statement from Landlord as to the amount of such costs. Tenant shall indemnify and hold Landlord harmless from and against all costs (including, without limitation, attorneys’ fees and disbursements and costs of suit), losses, liabilities or causes of action arising out of or relating to any Alteration, including, without limitation, any mechanics’ or other liens asserted in connection with such Alteration.

(h)           Tenant shall deliver to Landlord, within thirty (30) days after the completion of an Alteration other than Decorating, “as-built” drawings thereof. During the Term, Tenant shall keep records of Alterations other than Decorating costing in excess of

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$5,000 including plans and specifications, copies of contracts, invoices, evidence of payment and all other records customarily maintained in the real estate business relating to Alterations and the cost thereof and shall, within thirty (30) days after demand by Landlord, furnish to Landlord copies of such records.

(i)            All Alterations to and Fixtures installed by Tenant in the Premises shall be fully paid for by Tenant in cash and shall not be subject to conditional bills of sale, chattel mortgages, or other title retention agreements.

(j)            Provided Tenant complies with the provisions of this Section 4.02 and Exhibit D in connection with Alterations, Landlord shall, within ten (10) Business Days (or five (5) Business Days in connection with Tenant’s initial Alterations in the Blocks) after request of Tenant, sign such applications for governmental permits as Tenant may reasonably require in connection with Alterations which have been consented to by Landlord.

4.03        Landlord’s and ▇▇▇▇▇▇’s Property.  (a) All fixtures, equipment, improvements and appurtenances attached to or built into the Premises, whether or not at the expense of Tenant other than Tenant’s Property (collectively, “Fixtures”), shall be and remain a part of the Premises and shall not be removed by Tenant except that in connection with an Alteration, Tenant may remove such Fixtures; provided, that such removed Fixtures are replaced with Fixtures consistent with the Fixtures installed in the Building by other tenants in the Building and all damage to the Premises caused by such removal is repaired in connection with such Alteration. All Fixtures constituting Improvements and Betterments shall be the property of Tenant during the Term and, upon expiration or earlier termination of this Lease, shall become the property of Landlord. All Fixtures other than Improvements and Betterments shall, upon installation, be the property of Landlord. “Improvements and Betterments” means (i) all Fixtures, if any, installed at the expense of Tenant, whether installed by Tenant or by Landlord (i.e., excluding any Elevator Reconfiguration Work and Fixtures paid for by Landlord directly or by way of the Work Allowance or Tenant Required Work Allowance or any other work allowance paid by Landlord to Tenant in connection with Additional Space included in the Premises) and (ii) all carpeting in the Premises.

(b)           All movable partitions, business and trade fixtures, special cabinet work, machinery and equipment, and all furniture, furnishings and other articles of movable personal property owned by Tenant its Affiliates, subtenants or Related Service Providers and located in the Premises (collectively, “Tenant’s Property”) shall be and shall remain the property of Tenant and may be removed by Tenant at any time during the Term; provided, that if any Tenant’s Property is removed, Tenant shall repair any damage to the Premises or to the Building resulting from the installation and/or removal thereof.

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(c)           At or before the Expiration Date, or within fifteen (15) days after any earlier termination of this Lease, Tenant, at Tenant’s expense, shall remove Tenant’s Property from the Premises (except such items thereof as Landlord shall have expressly permitted to remain, which shall become the property of Landlord), and Tenant shall repair any damage to the Premises or the Building resulting from any installation and/or removal of Tenant’s Property. Any items of Tenant’s Property which remain in the Premises after the Expiration Date, or more than fifteen (15) days after an earlier termination of this Lease, may, at the option of Landlord, be deemed to have been abandoned, and may be retained by Landlord as its property or disposed of by Landlord, without accountability, in such manner as Landlord shall determine, at Tenant’s reasonable expense.

(d)           Landlord, by notice (the “Fixture Notice”) given to Tenant, may require Tenant, notwithstanding Section 4.03(a), to remove all or any Fixtures that do not constitute a standard office installation, such as, by way of example only, kitchens, vaults, safes, raised flooring and stairwells. Such notice shall be given (i) together with Landlord’s consent to the installation of any Fixture (other than a Fixture installed as part of the initial Alterations in the Blocks), (ii) within thirty (30) days after Landlord receives Tenant’s Fixture List, with respect to Fixtures installed in the Blocks as part of the initial Alterations in the Blocks, (iii) at any time prior to the earlier of (x) sixty (60) days after notice of Landlord’s obligation to provide a Fixture Notice is delivered by Tenant to Landlord (which notice by Tenant shall not be delivered earlier than two hundred seventy (270) days prior to the Expiration Date) and (y) the Expiration Date or at any time not later than thirty (30) days after any earlier termination of the Lease, with respect to (A) Fixtures installed as part of Tenant’s initial Alterations to the Blocks and not included in Tenant’s Fixture List or (B) Fixtures, the installation of which was not consented to by Landlord or was not required to be consented to by Landlord. If Landlord shall give such notice, then Tenant, at Tenant’s expense, shall remove the same from the Premises, shall repair and restore the Premises to the condition existing prior to installation thereof and shall repair any damage to the Premises or to the Building due to such removal prior to the Expiration Date or earlier termination of this Lease (except that in the event of Fixtures installed as set forth in clause (iii) in connection with an early termination of this Lease, within thirty (30) days after the giving of such notice by ▇▇▇▇▇▇▇▇) and the existence of such Fixtures and their removal by Tenant shall not constitute a holding over by Tenant. Promptly after Tenant completes its initial Alterations, Tenant shall provide to Landlord a list (the “Fixture List”) of the Fixtures to be installed by Tenant in the Blocks. Notwithstanding any provisions herein to the contrary, at the Landlord’s option Tenant shall remove the Antenna and the 75 Rock Conduit on or prior to the Expiration Date or within thirty (30) days of an earlier termination of this Lease.

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4.04        Access and Changes to Building.  (a) Landlord reserves the right, at any time, to make changes in or to the Project as Landlord may deem necessary or desirable, and Landlord shall have no liability to Tenant therefor, provided, that any such change does not materially and adversely interfere with Tenant’s reasonable access to Avenue of the Americas, 51st Street, 52nd Street, the lobby, the concourse, 75 Rock Passage or the Premises and does not affect the first class nature of the Project or the services provided to Tenant. Landlord may install and maintain pipes, fans, ducts, wires and conduits within or through the walls, floors or ceilings of the Premises; provided, that same are concealed behind walls, below floors or above ceilings, and do not reduce the rentable square feet in the Premises beyond a de minimis extent in the aggregate. In exercising its rights under this Section 4.04, Landlord shall use reasonable efforts to minimize any interference with ▇▇▇▇▇▇’s use of the Premises for the ordinary conduct of Tenant’s business. Tenant shall not have any easement or other right in or to the use of any door or any passage or any concourse or any plaza connecting the Building with any subway or any other building or to any public conveniences, and the use of such doors, passages, concourses, plazas and conveniences may, without notice to Tenant, be regulated or discontinued at any time by Landlord, provided, that, subject to Force Majeure, requirements of Law and to temporary closures due to among other things, the need for repairs, improvements, maintenance and/or cleaning, Landlord shall not, during Business Hours on Business Days during the Term, close the access from the Building to the underground passage outside the Building (“75 Rock Passage”) which connects the Building to the underground passage (“Adjacent Passage") providing access to 75 Rockefeller Plaza and the Rockefeller Center Concourse. Landlord makes no representation as to the permissibility of keeping the 75 Rock Passage or access thereto from the Building or access to the Adjacent Passage open under applicable Law or otherwise or the rights of Landlord with respect thereto. If the 75 Rock Passage or access thereto from the Building or access to the Adjacent Passage from the Project is closed, then Landlord shall promptly, upon the request of and cost of Tenant take such reasonable actions as may be requested by Tenant to cause the 75 Rock Passage, access thereto from the Building, and access to the Adjacent Passage from the Project, as applicable, to be reopened.

(b)           Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows and doors bounding the Premises, all of the Building, including, without limitation, exterior Building walls, core corridor walls and doors and any core corridor entrance, any terraces or roofs adjacent to the Premises, and any space in or adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Premises, are reserved to Landlord and are not part of the Premises. Landlord reserves the right to name the Building and to change the name or address of the Building at any time and from time to time; provided, that if Landlord changes the address of the Building, then at the

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request of Tenant and at Landlord’s cost, Landlord shall make all appropriate filings with the United States Post Office, if any such filings are available, to continue delivering mail to the Building which is addressed to the prior address. Nothing in this Section 4.04(b) shall be construed to diminish Tenant’s rights under Article 10, Section 4.02 or other express provisions of the Lease which permit Tenant access to shaft space or other non-Premises space in the Building nor shall this Section 4.04(b) be construed to prevent Tenant from making reasonable and customary use of the plenums in the Premises and areas behind nonstructural walls in the Premises for duct work, wiring and other customary uses.

(c)           Landlord shall have no liability to Tenant if at any time any windows of the Premises are either temporarily darkened or obstructed for less than 60 consecutive days or if at any time any windows of the Premises are temporarily darkened or obstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the Building (or permanently darkened or obstructed if required by Law) or covered by any translucent material for the purpose of energy conservation, or if any part of the Building, other than the Premises, is temporarily closed or inoperable. Landlord shall not permanently close or permanently render inoperable the entrance to the Building located at 51st Street, 52nd Street and Avenue of the Americas, the 75 Rock Passage, the elevators servicing the Premises, the truck elevator or the loading dock and the waiver of liability herein above provided in this clause (c) shall not apply if the same is permanently closed or permanently rendered inoperable; provided, that Landlord shall have no liability to Tenant if the same are required to be permanently closed or to be permanently rendered inoperable by Law or by condemnation. The phrase “Landlord shall have no liability to Tenant” as used in this Section 4.04(c) shall not be interpreted to restrict any right of Tenant to claim a constructive eviction if otherwise permitted by law.

(d)           Landlord and persons authorized by Landlord shall have the right, upon prior notice to Tenant (except in an emergency, in which case, upon such notice, if any, which in Landlord’s reasonable determination is appropriate), to enter the Premises (together with any necessary materials and/or equipment), to inspect or perform such work as Landlord may reasonably deem necessary or to exhibit the Premises to prospective purchasers or lenders or, during the last 24 months of the Term, to prospective tenants, or for any other reasonable purpose as Landlord may deem necessary or desirable. Landlord shall use commercially reasonable efforts to minimize interference with ▇▇▇▇▇▇’s use and enjoyment of the Premises and to exercise due care in entering and exiting the Premises. During the performance of any work of Landlord in or about the Premises, Landlord shall have the right to store in the Premises materials and equipment utilized in connection with such work, but only so much materials as would be consumed in one day and only such equipment as is reasonably necessary. Other than in connection with an emergency, Landlord shall not enter the Premises

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unless accompanied by a representative of Tenant; provided, that Tenant shall have made such representative available to Landlord upon reasonable prior notice (not to exceed one Business Day). Notwithstanding the provisions of this Section 4.04(d), except (i) in emergencies, (ii) if required by Law or (iii) if the inability to gain access would materially and adversely affect another tenant in the Building or the operation of the Building or (iv) in the event Landlord has provided Tenant with prior reasonable notice and Landlord is accompanied by a representative of Tenant which Tenant shall make available to Landlord, Tenant shall be permitted to exclude Landlord from entering certain secure areas in the Premises from time to time designated by Tenant to Landlord in writing, not to exceed in the aggregate 10,000 square feet, provided, that Tenant shall indemnify and hold Landlord harmless from and against all costs (including without limitation, reasonable attorney fees and disbursements and costs of suit) losses, liabilities or causes of action arising out of or relating to the inability of Landlord to gain access to such secure area).

(e)           Subject to the other provisions of this Lease, including without limitation clause 2 of the Rules and Regulations attached hereto as Exhibit C, Tenant shall have access to the Premises 24 hours a day, 7 days a week, 365 days a year.

4.05        Repairs.  Tenant shall keep the Premises (including, without limitation, all Fixtures which are not the responsibility of Landlord pursuant to this Lease to repair) in good condition and, upon expiration or earlier termination of the Term, shall surrender the same to Landlord in the same condition as when first occupied, reasonable wear and tear excepted (to the extent Tenant pays to Landlord (A) in accordance with Section 7.05(g) in connection with a casualty damage to Tenant’s Improvements and Betterments one-half of the sum of (i) the insurance proceeds covering Tenant’s Improvements and Betterments, (ii) the amount of any deductible under the policy insuring Tenant’s Improvements and Betterments and (iii) the amount, if any, by which the cost of repairing and restoring Tenant’s Improvements and Betterments as estimated by a reputable contractor designated by Landlord and reasonably acceptable to Tenant exceeds clauses (i) and (ii) above and (B) in connection with a condemnation proceeding affecting the Premises or any part thereof, any condemnation proceeds it receives in connection with Improvements and Betterments in the Premises, then Tenant may surrender the Premises to Landlord subject to damage by casualty or condemnation). Subject to the preceding sentence and except to the extent of the release of liability and waiver of subrogation provided in Section 7.03 hereof, Tenant’s obligation shall include, without limitation, the obligation to repair all damage caused by Tenant, its agents, employees, invitees and licensees to the equipment and other installations in the Premises or anywhere in the Building. Any maintenance, repair or replacement to the windows (including, without limitation, any solar film attached thereto), the Building systems, the Building’s structural components or any areas outside the Premises and which is Tenant’s obligation to

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perform shall be performed by Landlord at Tenant’s expense. Tenant shall be responsible to repair and replace as necessary any solar film attached to the exterior windows of the Premises, which repair shall be performed by Landlord at the expense of Tenant, to the extent such solar film was damaged after the applicable Commencement Date or Second Commencement Date with respect to the Blocks and with respect to any other space included in the Premises, on the date possession of such space is delivered to Tenant. Landlord and Tenant shall, on or promptly after each Commencement Date or Second Commencement Date or date possession is delivered to Tenant, as applicable, prepare a punchlist indicating which solar film in the applicable part of the Premises is damaged as of the date of the preparation of such punchlist and Landlord shall replace same as set forth in Exhibit G. Tenant shall not commit or allow to be committed any waste or damage to any portion of the Premises or the Building.

4.06        Compliance with Laws.  (a) Tenant shall comply with all laws, ordinances, rules, orders and regulations (present, future, ordinary, extraordinary, foreseen or unforeseen) of any governmental, public or quasi-public authority and of the New York Board of Underwriters, the New York Fire Insurance Rating Organization and any other entity performing similar functions, at any time duly in force (including without limitation, all building and fire codes, zoning requirements, asbestos law, environmental laws and ADA (collectively “Laws”), attributable to any work, installation, occupancy, use or manner of use by Tenant of the Premises or any part thereof. Nothing contained in this Section 4.06 shall require Tenant to make any physical changes to the Premises (other than Tenant’s initial Alterations which shall include all Alterations necessary to make the Premises comply with Law, except (x) to the extent that the failure of the Premises to comply with any Laws applicable to demolished space on the applicable Commencement Date (with respect to the applicable Blocks other than the Delivered Blocks) or Second Commencement Date (with respect to the applicable Delivered Blocks) prevents Tenant from obtaining any governmental permit required by Tenant to perform its initial Alterations or materially increases the costs thereof, in which case, Landlord shall make such physical changes at Landlord’s cost and expense (subject to reimbursement as an Operating Expense to the extent provided for in Section 2.05)), (y) for the performance of Landlord’s Work or (z) the removal of any hazardous material including, without limitation, asbestos containing material) unless the same are necessitated by reason of (i) Tenant’s manner of use of the Premises (in contrast to customary office use), (ii) the use by Tenant of the Premises for purposes other than normal and customary ordinary office purposes, (iii) any Alteration performed by or for Tenant (other than Landlord’s Work and the elevator reconfiguration set forth in Section 8.22) or (iv) the breach by Tenant of any of its obligations under this Lease. Tenant shall procure and maintain all licenses and permits required for its business at the Premises.

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(b)           Anything contained in this Lease to the contrary notwithstanding, as part of Tenant’s initial Alterations, Tenant shall perform all work and make all installations necessary in order to fully sprinkler the Premises in compliance with the provisions of Local Law 5 of the New York City Administrative Code, as approved January 18, 1973, as amended from time to time (whether or not the Building is sprinklered or required to be sprinklered by such law); provided, that Landlord represents to Tenant that (i) each of the Blocks contain a standpipe tap for sprinkler installation (including gate valve, flow and tamper switches, and drain connections), (ii) there is currently a Class E System in the Building and on each applicable Commencement Date and Second Commencement Date there will be a class E connection on each floor of the applicable Blocks and (iii) each of the floors constituting the Blocks contain a valve tap connection to accommodate a horizontal sprinkler loop.

(c)           Except if otherwise the obligation of Tenant pursuant to this Lease, Landlord shall, at ▇▇▇▇▇▇▇▇’s own cost and expense (subject to reimbursement as Operating Expenses to the extent provided for in Section 2.06), comply with all Laws affecting the Landlord Obligation Areas and all Laws that require physical changes in or to the Premises including without limitation all Laws in connection with Landlord’s Work. Without limiting the generality of the foregoing: (i) Landlord shall maintain in effect a certificate of occupancy for the Building that shall allow the Premises to be used as general, administrative and executive offices (but Landlord shall have no obligation to modify such certificate of occupancy to permit any use other than general and executive offices uses (but Landlord will cooperate with Tenant pursuant to Section 4.02(a) to obtain changes to the certificate of occupancy for the Identified Ancillary Uses)); and (ii) Landlord shall comply with all laws imposed by the Occupational Safety and Health Administration or other governmental agency relating to indoor air quality with respect to (A) the public and service areas of the Building, and (B) the heating, ventilating and air-conditioning services and systems furnished by landlord to the Premises (but only up to the point of delivery of such services and systems to the supply duct at the core wall on each floor of the Premises).

(d)           Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Premises, of any Law, provided, that (a) Landlord shall not be subject to criminal penalty or to prosecution for a crime, or be required to pay any other fine or charge (unless Tenant pays such fine or fee) nor shall the Premises or any part thereof or the Project, or any part thereof, be subject to being condemned or vacated, nor shall the Project, or any part thereof, be subject to any lien or encumbrance, by reason of non-compliance or otherwise by reason of such contest; (b) before the commencement of such contest, Tenant shall indemnify Landlord against the cost thereof and against all liability for damages, interest, penalties and expenses (including reasonable attorneys’ fees and expenses), resulting from or incurred in connection

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with such contest or non-compliance; (c) such non-compliance or contest shall not constitute or result in any violation of any Superior Lease or Superior Mortgage, or if any such Superior Lease and/or Superior Mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; (d) if Tenant is not a Qualified Tenant, then Tenant shall furnish to Landlord such security at the expense of Tenant as Landlord shall reasonably require; (e) such non-compliance or contest shall not prevent Landlord or any tenant in the Building from obtaining any and all permits and licenses in connection with the operation of the Building or the performance of any alteration or improvement by such Tenant; (f) neither Landlord nor any other tenant in the Building shall be materially adversely affected by such noncompliance; and (g) Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting the application of the above, Landlord shall be deemed subject to prosecution for a crime if Landlord, or its managing agent, or any officer, director, partner, shareholder or employee of Landlord or its managing agent, as an individual, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise.

(e)           Landlord may defer compliance with any Law with which it is obligated to comply hereunder, so long as Landlord shall be contesting the validity or applicability thereof in good faith by appropriate proceedings, provided, that (i) Tenant shall not be subject to criminal penalty or to prosecution for a crime, or be required to pay any other fine or charge (unless Landlord pays such other fine or charge), (ii) neither the Premises (or any part thereof) nor any part of the Project which affects the Premises or Tenant’s use and occupancy thereof, shall be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest, (iii) such non-compliance or contest shall not prevent Tenant from occupying the Premises or obtaining any permits and license required to enable Tenant to lawfully occupy the Premises or perform any Alterations (other than Decorations for which Landlord’s consent is not required) approved by Landlord and (iv) Tenant shall not be materially adversely affected by such noncompliance.

4.07        Tenant Advertising.  Tenant shall not use, and shall cause each of its Affiliates not to use, the name (other than the street address) or likeness of the Building or the Project in any advertising (by whatever medium) without Landlord’s consent (not to be unreasonably withheld or delayed). Tenant shall not in any way represent, whether in advertising, correspondence or otherwise, that the Building or the Premises is part of Rockefeller Center or Rockefeller Plaza.

4.08        Right to Perform Tenant Covenants.  If Tenant fails to perform any of its obligations under this Lease, Landlord, any Superior Lessor or any Superior Mortgagee (each, a “Curing Party”) may perform the same at the expense of Tenant (a) after such notice,

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if any, that the Curing Party determines is advisable under the circumstances in the case of emergency or in case such failure materially and adversely interferes with the use of space by any other tenant in the Building or with the efficient operation of the Building or may result in a violation of any Law, in a cancellation of any insurance policy maintained by Landlord, or a default under any Superior Mortgage and (b) in any other case if such failure continues beyond any applicable notice and grace period, and thereafter such failure is not remedied within three (3) Business Days after notice advising Tenant that the Curing Party will undertake such performance at Tenant’s expense; provided, that the Curing Party shall have no obligation to undertake such performance even after such notice. If a Curing Party performs any of Tenant’s obligations under this Lease as provided above, Tenant shall pay to the Curing Party (as Additional Charges) the costs thereof, together with interest at the Interest Rate from the date incurred by the Curing Party until paid by ▇▇▇▇▇▇, within fifteen (15) days after receipt by Tenant of a statement as to the amounts of such costs. If the Curing Party effects such cure by bonding any lien which Tenant is required to bond or otherwise discharge, Tenant shall obtain and substitute a bond for the Curing Party’s bond and shall reimburse the Curing Party for the cost of the Curing Party’s bond. “Interest Rate” means the lesser of (i) the base rate from time to time announced by Citibank, N.A. (or, if Citibank, N.A. shall not exist or shall no longer announce its base rate, the prime rate of such other New York Clearing House Association member bank in New York, New York, as shall be designated by Landlord in a notice to Tenant) to be in effect at its principal office in New York, New York (the “Prime Rate”) plus 2% or (ii) the maximum rate permitted by law. The performance by any Curing Party of Tenant’s obligation pursuant to this Section shall not waive any default arising out of Tenant’s failure to perform such obligation.

4.09        Noise and Vibration.

(a) No noise, including without limitation, music or the playing of musical instruments, recordings, radios or televisions, which disturbs other tenants or occupants in the building, shall be made or permitted within the Premises. If at any time, any noise or vibration generated within the Premises, shall be audible or detectable outside of the Premises, and such noise or vibrations shall annoy or disturb other tenants or occupants of the Building, then:

(i)            Landlord may so notify Tenant (the “Noise Notification”), and

(ii)           Upon receipt of a Noise Notification, Tenant shall immediately take all steps necessary to:

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(y)           discontinue or cause discontinuance of any and all activities or conduct giving rise to such noise or vibration; or

(z)            reduce the noise or vibrations to such a level that shall not annoy or disturb other tenants or occupants of the Building.

(b)           If Landlord shall give a Noise Notification regarding a noise or vibration which is similar in location and general character to a noise or vibration that was the subject of any prior Noise Notification, within sixty (60) days after the date such prior Noise Notification was sent (such second notice, the “Repeat Noise Notification”), then in addition to the obligation of Tenant described in Section 4.09(a)(ii) hereinabove, Tenant shall, within ten (10) business days of its receipt of the Repeat Noise Notification, if requested by Landlord in the Repeat Noise Notification, provide to Landlord a Noise Abatement Plan (the “Tenant’s Abatement Plan”) which shall include identification of the source and cause of the noise or vibrations and a timetable for implementation of such Tenant Abatement Plan, to eliminate the noise and vibration that was subject to the Repeat Noise Notification. After receipt of the Tenant’s Abatement Plan, and upon request of the Landlord, Tenant shall immediately permit Landlord reasonable access to the Premises for the purpose of Landlord and Landlord’s designated agents inspecting the cause, source and location of the noise and vibration that is the subject of the Repeat Noise Notification. Landlord shall, within ten (10) business days after receipt of the Tenant’s Abatement Plan, either: (i) advise Tenant that the Tenant Abatement Plan is acceptable (which acceptance shall not be unreasonably withheld); or (ii) advise Tenant that the Tenant Abatement Plan is not acceptable and set forth such actions which Landlord believes, in good faith, are necessary to permanently eliminate the offending noise and vibration (the “Landlord’s Abatement Plan”).

(c)           Provided that Landlord and its agents have been provided with access to the Premises as provided in the prior paragraph (if Landlord requested such access), Landlord’s failure to respond to the Tenant’s Abatement Plan within ten (10) business days after receipt thereof shall be deemed an acceptance of the Tenant’s Abatement Plan. The Landlord’s Abatement Plan may include, without limitation, installation of soundproofing materials; except as otherwise provided in this Lease, relocating activities which are likely to involve generating offending noise or vibrations to portions of the Premises that are not adjacent, either vertically or horizontally, to portions of the Building that are occupied by other tenants or that transfer noise; installing automatic noise limiting governors on sound systems located in the Premises; and such other actions as Landlord may, in good faith, deem necessary to ▇▇▇▇▇ the noise.

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(d)           Upon receipt by Tenant of the Landlord’s Abatement Plan (if Landlord provides a Landlord’s Abatement Plan), Tenant may:

(i)            Proceed with ▇▇▇▇▇▇’s Abatement Plan; or

(ii)           Implement Landlord’s Abatement Plan.

If Landlord has presented to Tenant a Landlord’s Abatement Plan, Tenant shall, within ten (10) days after receipt of Landlord’s Abatement Plan, notify Landlord of its election with respect to implementing Tenant’s Abatement Plan or Landlord’s Abatement Plan. Tenant shall diligently pursue implementation of such Tenant’s Abatement Plan (or Landlord’s Abatement Plan, if so elected by Tenant) to its completion.

(e)           If Tenant fails to provide to Landlord a Tenant’s Abatement Plan as herein provided, Landlord may provide a Landlord’s Abatement Plan at any time within thirty (30) days of sending the Repeat Noise Notification, and Tenant shall diligently pursue implementation of Landlord’s Abatement Plan.

(f)            If Tenant implements the Tenant’s Abatement Plan and such Plan does not reduce or eliminate the noise or vibration and the noise or vibration continues to disturb other tenants or occupants of the Building, Landlord may send a Noise Notification with respect to such noise or vibration (the “Final Noise Notification”) which shall be accompanied by Landlord’s Abatement Plan (if not previously furnished). Provided that Landlord’s Abatement Plan satisfies the criteria in Section 4.09(b)(ii) hereof, Tenant shall promptly implement the Landlord’s Abatement Plan and diligently pursue implementation of such Plan to its completion. If Tenant chooses to and does implement the Landlord’s Abatement Plan after the Repeat Noise Notification, and the noise or vibration that caused the sending of a Repeat Noise Notification has not been remedied, then Landlord may send a Final Noise Notification and the parties shall follow the steps and procedures set forth herein as if such Final Noise Notification was a Repeat Noise Notification.

(g)           Any dispute with respect to the terms of this Section regarding the source of any noise or vibration, or the good faith aspects of the Landlord’s Abatement Plan, shall be resolved by arbitration in accordance with Section 9.03 hereof. Notwithstanding the foregoing sentence, during such arbitration, Tenant shall be obligated to take such interim steps as are reasonable and necessary to ▇▇▇▇▇ the noise or vibration.

(h)           If Tenant shall fail to comply with its obligations herein set forth, including, without limitation:

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(i)            Promptly, after receipt of a Noise Notification, discontinuing the activity or reducing the noise or vibration giving rise to such Noise Notification in accordance with the provisions of this Section 4.09; or

(ii)           Failing to provide to Landlord the Tenant’s Abatement Plan at such time as is required; or

(iii)          Failing to implement the Tenant’s Abatement Plan or the Landlord’s Abatement Plan in accordance with the provisions of this Section 4.09 and to diligently pursue the implementation of such Plan, as applicable,

then and in such event, Landlord shall have all rights provided under this Lease or in law or equity, including without Limitation landlord shall have the right to seek injunctive relief baring Tenant from continuing any actions giving rise to such default; or Landlord shall have the right, but not the obligation, to cure such default by, among other things, taking any steps reasonably necessary to soundproof the Premises and eliminate such noise or vibration, all at Tenant’s sole cost and expense, such sum to be treated as additional rent under the terms of this Lease. If Landlord should elect to take steps to cure such default as set forth in this prior sentence, Landlord shall, at all times, upon reasonable advance notice, (except that no notice shall be required in the event of any emergency such as where the noise or vibration would be reasonably likely to have a irreparable material effect on any other tenants or occupants of the Building), have access to the Premises to conduct any inspections or perform any work, and the same shall be without liability to Landlord.

(i)            Notwithstanding any provision in Section 6.03 to the contrary:

(i)  if Tenant fails in the keeping, observance or performance of any covenant or agreement of Tenant under Section 4.09(a)(ii) and if such default continues and is not cured within 3 Business Days after Landlord gives to Tenant a second notice specifying such failure;

(ii)  if Tenant fails to provide to Landlord the Tenant’s Abatement Plan at such time and as is required hereunder and if such default continues and is not cured within 7 Business Days after Landlord gives to Tenant a notice specifying such failure to provide the same; or

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(iii)  if Tenant fails to diligently implement the Tenant’s Abatement Plan or the Landlord’s Abatement Plan in accordance with the provisions of this Section 4.09 and to diligently pursue the implementation of such Plan as applicable and if such default continues and is not cured within 10 days after Landlord gives to Tenant a notice specifying such failure to diligently implement the same;

then, in any of such cases, in addition to any other remedies available to Landlord at law or in equity, Landlord shall be entitled to give to Tenant a notice of intention to end the Term at the expiration of 5 Business Days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the term and estate hereby granted shall terminate upon the expiration of such 5 Business Days with the same effect as if the last of such 5 Business Days were the Expiration Date, but Tenant shall remain liable for damages as provided herein or pursuant to law. For all purposes of this Lease, including without limitation Sections 6.04 and 6.05, termination of this Lease pursuant to this Section 4.09(i), shall be treated as if this Lease were terminated pursuant to Section 6.03.

(j)            The provisions of this Section 4.09 shall not, in any manner, limit the right or remedies afforded to Landlord in this Lease or otherwise at Law or in equity rising out of a default by Tenant, including, without limitation, any default arising out of the emanation of noise or vibration from the Premises.

(k)           The provisions of this Section 4.09 shall not govern noise or vibrations generated from Alterations which are approved by Landlord and which are performed at times other than during Business Hours during Business Days, provided that such Alterations shall be performed in a commercially reasonable manner with respect to noise and vibrations.

ARTICLE 5

Assignment and Subletting

5.01        Assignment; Etc.  (a)  Subject to Section 5.02, neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. The sale of all or any part of Tenant’s assets other than in the ordinary course of business which results in a reduction of Tenant’s

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Tangible Net Worth below that of a Qualified Tenant shall, notwithstanding that the Tenant under this Lease after such sale is the same Tenant under this Lease as prior to such sale, be deemed an assignment of this Lease whether such sale is made by one or more transactions. The dissolution or direct or indirect transfer of control of Tenant (however accomplished including, by way of example, the admission of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this Lease regardless of whether the transfer is made by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards; provided, that the transfer of any such stock, partnership or other ownership interests of Tenant (other than the transfer of control of Tenant by one entity which controls Tenant or by several entities which are Affiliates or are acting under an agreement and collectively control Tenant) shall not constitute an assignment of this Lease if such stock, partnership or other ownership interests are listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the “over the counter” market with quotations reported by the National Association of Securities Dealers; and further provided, that any conversion of the form of entity of Tenant (however accomplished including, by way of example (i) the conversion of Tenant from a corporation to a limited liability company, partnership or trust or (ii) the change of jurisdiction of incorporation or registration) which does not directly or indirectly transfer control of Tenant, reduce the Tangible Net Worth of Tenant or reduce its liability for its obligations under this Lease shall not constitute an assignment of this Lease, provided, that the converted entity assumes by written instrument in the form of Exhibit Q attached to this Lease all of Tenant’s obligations under this Lease and such conversion is for a valid business purpose and not to avoid any obligations under this Lease. No assignment or other transfer of this Lease and the term and estate hereby granted, and no subletting of all or any portion of the Premises (in each case whether or not Landlord’s consent is required thereto) shall relieve Tenant of its liability under this Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this Lease or sublet all or any portion of the Premises in violation of this Article 5 shall be null and void.

(b)           Notwithstanding Section 5.01(a), without the consent of Landlord, this Lease may be assigned (actually or deemed assigned) or the entire Premises may be sublet for substantially the balance of the Term to (i) an entity created by merger, reorganization (including by dissolution, stock transfer or change of classes of stock) or recapitalization of or with Tenant, either directly or indirectly, (ii) a purchaser of all or substantially all of Tenant’s assets, or (iii) an entity which immediately prior to such assignment or subletting (which in the case of this clause (iii) such subletting may be for less than substantially the balance of the Term) was an Affiliate of Tenant and, as an Affiliate of Tenant, was immediately prior to the

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assignment or sublease, in occupancy of all or substantially all of the Premises in the case of an assignment or of the space to be demised by its sublease in the case of a sublease and such entity will no longer be an Affiliate of Tenant immediately after entering into such sublease or such assignment, provided, that in the case of clauses (i). (ii) and (iii), that (A) Landlord shall have received a notice of such assignment or sublet from Tenant, (B) in the case of an assignment, the assignee assumes by written instrument in the form of Exhibit Q attached to this Lease all of Tenant’s obligations under this Lease (but, in the case of clause (i) the same shall only be necessary if Tenant shall not be the surviving entity), (C) such assignment or sublease is for a valid business purpose and not to avoid any obligations under this Lease, and (D) the assignee’s or subtenant’s reputation and character is consistent with the other tenants in first class midtown Manhattan office buildings and such assignee or subtenant (except in the case of a sublease pursuant to clause (iii)) shall be, immediately after giving effect to such assignment or sublease, a Qualified Tenant. In the case of a sublease pursuant to clause (iii) the subtenant must have a Tangible Net Worth (whether directly or by a guarantee as provided in Section 5.04(d)(iv)) to qualify it as a Major Subtenant. A “Qualified Tenant” shall mean an entity with a Tangible Net Worth (or whose obligations under this Lease are guaranteed, pursuant to a guaranty in form and content reasonably acceptable to Landlord, by a guarantor with a Tangible Net Worth) at least equal to $250,000,000 or an entity (whether directly or by a guarantee as provided hereinabove) which shall have a Tangible Net Worth set forth in Article 11 and shall have delivered to Landlord the required Security pursuant to Article 11. If the Lease is assigned (actually or deemed assignment) pursuant to Sections 5.01(b) or (c), then if Warner Communications, Inc. (or any guarantor pursuant to Section 5.01(b)) shall (i) sell all or any part of its assets, other than in the ordinary course of business, or (ii) dissolve, merge, reorganize, or recapitalize, and as a result of the events in clause (i) or clause (ii) the Tangible Net Worth of Warner Communications Inc. (or such guarantor) shall be reduced below that of a Qualified Tenant, then, unless the Tenant is a Qualified Tenant, has provided a substitute guarantee in form and content reasonably acceptable to Landlord by a substitute guarantor with a Tangible Net Worth at least equal to $250,000,000 or has deposited with Landlord the Security required pursuant to Article 11, Warner Communications Inc. (or such guarantor) shall, or shall cause the Tenant to, deposit with Landlord the Security from time to time required pursuant to Article 11, as if Warner Communications Inc. (or such guarantor) were the Tenant hereunder.

(c)           Notwithstanding Section 5.01(a), (but subject to compliance with Section 5.01(b)), without the consent of Landlord, Tenant may assign (by actual assignment and not by deemed assignment which deemed assignment may be governed by Section 5.01(b) hereof) this Lease or sublet all or any part of the Premises to an Affiliate of Tenant (with or without a written agreement in the case of a sublease); provided, that (i) Landlord shall have received a notice of such assignment or sublease from Tenant identifying the rentable square

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feet intended to be occupied by such Affiliate, the configuration of such space, and the identity of the Affiliate; and (ii) in the case of any such assignment, (A) the assignment is for a valid business purpose and not to avoid any obligations under this Lease, and (B) in the case of an assignment, the assignee assumes by written instruments substantially in the form attached to this Lease as Exhibit Q all of Tenant’s obligations under this Lease. “Affiliate” means, as to any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity. “Control” (and with correlative meaning, “controlled by” and “under common control with”) means actual control or ownership or voting control, directly or indirectly, of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question. This Section 5.01(c) shall govern assignments of this Lease and subletting of all or any part of the Premises to Affiliates of Tenant only to the extent such assignment or deemed assignment is not governed by Section 5.01(b) hereof.

(d)           Notwithstanding Section 5.01(a), as long as Warner Communications Inc., Time Warner Inc. or any of their Affiliates whose primary business is the entertainment industry is the Tenant under this Lease, upon notice given to Landlord (which notice shall contain the rentable square feet intended to be occupied by the Related Service Providers, the configuration of such space and the identity of the Related Service Providers), such Tenant shall have the right, without being required to obtain the consent of Landlord, to permit portions of the Premises not exceeding 25,000 rentable square feet in the aggregate at any one time to be used for the uses permitted herein, by a Related Service Provider. The term “Related Service Providers” shall mean a person or entity which is not an Affiliate of Warner Communications Inc. or Time Warner, Inc. and (a) with whom Warner Communications Inc., Time Warner, Inc. or any of their Affiliates whose primary business is the entertainment industry has a significant ongoing relationship in connection with any of the permitted activities of Warner Communications Inc., Time Warner Inc., or any of such Affiliates then occupying all or a portion of the Premises, or (b) is a foundation or not for profit entity of which any director or executive officer of Warner Communications Inc., Time Warner Inc., or of any of their Affiliates whose primary business is the entertainment industry is a board member or holds a position as an executive officer. By way of illustration and without limiting the generality of the foregoing, a significant ongoing business relationship may include an artist’s production company which may provide artistic services to Warner Communications Inc., Time Warner Inc., or any of their Affiliates whose primary business is the entertainment industry from time to time, an investment bank or advisory firm providing services to Warner Communications Inc., Time Warner Inc., any of their Affiliates whose primary business is the entertainment industry or officers or high level employees of Warner Communications Inc., Time Warner Inc., and their Affiliates whose primary business is the

entertainment industry, a law or accounting firm providing professional services to Warner

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Communications Inc., Time Warner Inc., or any of their Affiliates whose primary business is the entertainment industry, a former employee or officer of Warner Communications Inc., Time Warner Inc., or any of their Affiliates whose primary business is the entertainment industry who is serving as a consultant or a company that operates the cafeteria, health club, travel agency or day care center permitted in Section 1.05.

5.02        Landlord’s Right of First Offer.  (a)  If Tenant desires to assign this Lease or sublet all or part of the Premises (other than in accordance with Sections 5.01(b), (c) and (d), Tenant shall give to Landlord notice (“Tenant’s Offer Notice”) thereof, specifying (i) in the case of a proposed subletting, the location of the space to be sublet and the term of the subletting of such space, (ii) (A) in the case of a proposed assignment, ▇▇▇▇▇▇’s good faith offer of the consideration Tenant desires to receive or pay for such assignment or (B) in the case of a proposed subletting, ▇▇▇▇▇▇’s good faith offer of the annual rental (taking into account all relevant factors, including any free rent periods and construction allowances and unless otherwise indicated assuming that a subtenant will pay for Taxes, Operating Expenses and electricity in the same manner, and utilizing the same base year or base amount, as Tenant pays for such amounts under this Lease) which Tenant desires to receive for such proposed subletting (the “Sublet Rent”) and (iii) the proposed assignment or sublease commencement date.

(b)           Tenant’s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at Landlord’s option, (i) sublease such space from Tenant (if the proposed transaction is a sublease of all or part of the Premises), or (ii) have this Lease assigned to it or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises). Said option may be exercised by Landlord by notice to Tenant within twenty (20) days after a Tenant’s Offer Notice, together with all other information required pursuant to Section 5.02(a), has been given by ▇▇▇▇▇▇ to Landlord.

(c)           If Landlord exercises its option under Section 5.02(b)(ii) to terminate this Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice and all Rent shall be paid and apportioned to such date.

(d)           If Landlord exercises its option under Section 5.02(b)(ii) to have this Lease assigned to it (or its designee), then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord and Tenant, effective on the proposed assignment or sublease commencement date specified in the applicable Tenant’s Offer Notice. On such effective date, the appropriate party

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shall pay to the other 50% of the consideration, if any, specified in Tenant’s Offer Notice (less, in the case of payment of such consideration from Tenant to Landlord, 50% of the costs referred to in Section 5.05(b)(i)-(iii)). If Tenant assigns this Lease to Landlord or Landlord’s designee, then Tenant shall have no further liability under this Lease which arise from and after the effective date of such assignment.

(e)           If Landlord exercises its option under Section 5.02(b)(i) to sublet the space Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be in form and substance reasonably satisfactory to Landlord and Tenant at the rental set forth in the applicable Tenant’s Offer Notice with respect to such sublet space, and shall be for the term set forth in the applicable Tenant’s Offer Notice (provided, that if the Sublet Rent is greater than Tenant’s Qualified Sublet Cost, then the rent which Landlord (or its designee) is required to pay to Tenant in respect of the sublet space shall be reduced by an amount equal to 50% of the amount by which the Sublet Rent exceeds Tenant’s Qualified Sublet Cost. For purposes of this Section 5.02(e), “Tenant’s Qualified Sublet Cost” for any sublet space subleased to Landlord (or its designee) in accordance with this Section 5.02 means the sum of (1) the portion of the annual Fixed Rent (and Tax Payments and Operating Payments, but only if the subtenant is not paying Taxes and Operating Expenses in the same manner and using the same base year and base amount as Tenant pays for such amounts under this Lease) which is attributable to such sublet space, plus (2) the costs referred to in Section 5.05(a)(iii) and (v) plus (3) the amount of any reasonable brokerage commissions and reasonable legal fees paid by Tenant in connection with the sublease amortized on a straight-line basis over the term of the sublease, plus (4) the cost of electricity for such sublet space at the rate payable by the Tenant under this Lease if the subtenant is paying for electricity on a rent inclusion basis. Further, the sublease:

(A)          shall be subject to all of the terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section 5.02(e);

(B)           shall be upon the same terms and conditions as those contained in the applicable Tenant’s Offer Notice and otherwise on the terms and conditions of this Lease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section 5.02(e);

(C)           shall permit the sublessee, without Tenant’s consent, freely to assign such sublease or any interest therein or to sublet all or any part of the sublet space provided, that each such sublease with respect to the Blocks (or the fourth floor which may be leased pursuant to this Lease in accordance with Section 1.06 hereof) will contain a covenant

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enforceable by Tenant that (I) if (1) the sublet space includes a partial floor in the Blocks or the fourth floor and (2) on the commencement date of any such sublease and on the commencement date of any further sublease by such sublessee or the effective date of any assignment by such sublessee, Tenant and/or any Affiliate of Tenant or Related Service Provider occupies any part of such floor, then any such assignee or subtenant of such partial floor shall not be (i) an entertainment company whose primary business is the music industry (a “Competitor”) or (ii) EMI Entertainment World, Inc. or an Affiliate of EMI Entertainment World, Inc. whose primary business is the music industry and (II) if (1) the sublet space includes a full floor in the Blocks or the fourth floor and (2) on the commencement date of any such sublease and on the commencement date of any further sublease by such sublessee or the effective date of any assignment by such sublessee, Tenant, any Affiliate of Tenant or any Related Service Provider occupies the entire floor above and below such full floor, then any such assignee or subtenant of such full floor shall not be a Competitor, EMI Entertainment World, Inc. or an Affiliate of EMI Entertainment World, Inc. whose primary business is the music industry. Landlord may, but shall not be obligated to, at any time that it is contemplating entering into negotiations with a subtenant for such sublease space, notify Tenant thereof and if within ten (10) days after receipt of such notice Landlord has not received a response from Tenant, Landlord may send to Tenant a second notice specifically referencing this clause (C) and if within three (3) days after receipt of such second notice, ▇▇▇▇▇▇ has not responded as to whether the proposed subtenant is a Competitor, Landlord shall, notwithstanding any provision herein to the contrary, be permitted to sublease such sublease space to the proposed subtenant. If Tenant shall have timely responded to such notice of Landlord, advising Landlord that such proposed subtenant is a Competitor, ▇▇▇▇▇▇’s characterization of such proposed subtenant as a Competitor shall not be conclusive on Landlord; provided, however, Landlord shall notify Tenant if Landlord disagrees with ▇▇▇▇▇▇’s characterization of such proposed subtenant as a Competitor. Any dispute as to whether a proposed subtenant is a Competitor may be submitted by either party to arbitration in accordance with Section 9.03.

(D)          shall provide that any assignee or further subtenant of Landlord or its designee may, at the election of Landlord, make alterations, decorations and installations in such space or any part thereof, any or all of which may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided, that (1) such assignee or subtenant, at its expense, shall repair any damage caused by such removal and (2) if such sublease term expires earlier than one year prior to the Expiration Date then such assignee or subtenant, at its expense, shall remove such alterations, decorations and installations at the end of the sublease term and return the sublet space to substantially its condition before commencement of the sublet term, ordinary wear and tear excepted, unless within ten (10) days after request of Landlord, Tenant

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advises Landlord that all or any part of such alteration, decoration or installation need not be removed or Tenant shall have failed to respond to such request of Landlord within such ten (10) days and Landlord shall have sent a second request specifically referencing this clause (D) and Tenant shall have failed to respond to such second request within five (5) days; and

(E)           shall provide that (1) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (2) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord shall deem appropriate (subject to the proviso in clause (C) above and Section 1.05 of the Lease), and (3) Landlord, at Tenant’s expense, may make such alterations as may be reasonably required by Landlord to demise separately the subleased space consistent with Tenant’s Offer Notice and to comply with any Laws relating to such demise, which are not the obligation of Landlord under this Lease.

(F)           (i) Tenant shall not be responsible for any of Tenant’s obligations under this Lease which arise with respect to the sublet space to Landlord or its designee during the term of the sublease, and (ii) to the extent that there is a default in the payment of rent or other charges (including, without limitation, holdover charges) with respect to the sublet premises, then Tenant will be allowed a credit against the Rent in such amounts (without duplication of any benefits conferred under clause (i)) and (iii) unless Tenant has consented to such Alteration of the sublet premises or Tenant has failed to respond to Landlord’s request that such Alterations not be removed as provided for in Section 5.02(e)(D), Tenant will not be required to restore any Alteration made by Landlord (or its designee), or by any subtenant or assignee of Landlord (or its designee) upon the Expiration Date or such earlier termination of this Lease.

(f)            Tenant shall not sublet the applicable space to a third party (i) at a rental (taking into account all relevant factors such as free rent periods, construction allowances and the base year, base amount and other calculations in connection with Taxes, Operating Payments and electricity and other elements of the economic package) discounted to present value at the Interest Rate) which is less (on a per rentable square foot basis per annum) than 90% of the Sublet Rent set forth in Tenant’s Offer Notice discounted to present value at the Interest Rate or (ii) for a term which is ten percent (10%), more or less, than the term specified in Tenant’s Offer Notice or (iii) is for a rentable square footage which is ten percent (10%), more or less, than the square footage specified in Tenant’s Offer Notice without in each case complying once again with all of the provisions of this Section 5.02 and re-offering such space to Landlord at such lower rental, other term or other square footage. If ▇▇▇▇▇▇ offered in Tenant’s Offer Notice to assign this Lease to Landlord, Tenant shall not be

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permitted to assign this Lease to a third party where Tenant pays (on a net present value basis computed at the Interest Rate, if such payments are to be made in installments) greater consideration or grants a greater concession to such third party for such assignment than 110% of the consideration offered to be paid or concession offered to be granted to Landlord in Tenant’s Offer Notice without complying once again with all of the provisions of this Section 5.02 and re-offering to assign this Lease to Landlord and pay such consideration or grant such concession to Landlord.

5.03        Assignment and Subletting Procedures.  (a)  If Tenant delivers to Landlord a Tenant’s Offer Notice with respect to any proposed assignment of this Lease or subletting of all or part of the Premises and Landlord does not timely exercise any of its options under Section 5.02, and Tenant thereafter desires to assign this Lease or sublet the space specified in Tenant’s Offer Notice, Tenant shall notify Landlord (a “Transfer Notice”) of such desire, which notice shall be accompanied by (i) a copy of the proposed assignment or sublease and all related agreements, the effective date of which shall be at least thirty (30) days after the giving of the Transfer Notice, (ii) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed assignee or subtenant, including without limitation, its most recent financial statement, if available (provided, that, if unavailable, such unavailability shall be deemed a reasonable basis for Landlord’s refusal to consent to an assignment or subletting), and (iv) such other information as landlord may reasonably request and ▇▇▇▇▇▇▇▇’s consent to the proposed assignment or sublease shall not be unreasonably withheld, provided, that:

(i)            Such Transfer Notice shall be delivered to Landlord concurrently with or within one year after the delivery to Landlord of the applicable Tenant’s Offer Notice;

(ii)           In Landlord’s reasonable judgment the proposed assignee or subtenant will use the Premises in a manner that (A) is in keeping with the then standards of the Building and (B) is limited to the use expressly permitted under this Lease;

(iii)          The proposed assignee or subtenant is, in Landlord’s reasonable judgment, of a reputation and character consistent with the other tenants in the Building, and (A) in the case of a proposed subtenant to whom Landlord shall have delivered a non-disturbance and attornment agreement pursuant to Section 5.04(d)(iv), such proposed subtenant is a Major Subtenant, and (B) in the case of a proposed assignee, such person or entity is of a Qualified Tenant;

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(iv)          In the case where Landlord has, or within the following six (6) months is scheduled to have comparable vacant space in the Building available for a comparable term, neither the proposed assignee or sublessee, nor any Affiliate of such assignee or sublessee, is then an occupant of any part of the Building;

(v)           The proposed assignee or sublessee is not a person with whom ▇▇▇▇▇▇▇▇ is then actively negotiating or has within the prior three (3) months actively negotiated to lease space in the Building;

(vi)          The form of the proposed sublease shall comply with the applicable provisions of this Article 5 and, if with a Major Subtenant, shall be otherwise reasonably satisfactory to Landlord;

(vii)         There shall not be more than four (4) subtenants (other than Affiliates or Related Service Providers) in each floor of the Blocks and in any other floor in the Premises other than Blocks, there shall be not more than one (1) subtenant for every 10,000 square feet leased by Tenant on such floor;

(viii)        Tenant shall not publicly advertise the rental rate or any description thereof to be paid by the proposed subtenant; and

(ix)           Tenant shall reimburse Landlord on demand for any reasonable out of pocket costs actually incurred by Landlord in connection with said assignment or sublease, including, without limitation, the costs of making investigations as to the acceptability of the proposed assignee or subtenant, and legal costs incurred in connection with the granting of any requested consent;

(b)           If Landlord consents to a proposed assignment or sublease and ▇▇▇▇▇▇ fails to execute and deliver the assignment or sublease to which Landlord consented within six (6) months after the giving of such consent, then Tenant shall again comply with this Article 5 before assigning this Lease or subletting all or part of the Premises.

(c)           If Landlord fails to grant or deny consent to a proposed assignment or subletting within twenty (20) days after receipt of the relevant Transfer Notice (provided, that if the relevant Transfer Notice is not accompanied by the proposed assignment or sublease as provided in Section 5.03(i) but is accompanied by a detailed term sheet, Landlord’s consent, if given, shall be deemed conditioned upon receipt of such proposed assignment or sublease which complies with the terms hereof within sixty (60) days after landlord’s receipt of the Transfer Notice) Tenant shall have the right to give a reminder notice

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to Landlord (which notice shall state that Landlord shall be deemed to have consented to the proposed assignment or subletting if Landlord fails to grant or deny consent thereto within five (5) Business Days) and if Landlord fails to grant or deny consent to such proposed assignment or subletting within five (5) Business Days after receipt of such reminder notice, Landlord shall be deemed to have consented to such assignment or subletting. Landlord shall nevertheless, promptly after the request of ▇▇▇▇▇▇, confirm in writing that such consent has been given. Any denial of consent to a proposed assignment or subletting shall be effective only if accompanied by a statement that sets forth in detail Landlord’s reason(s) for denying such consent; provided, that in the case of any denial of consent by reason of a failure of the condition specified in Section 5.03(a)(iii), Landlord shall only be required to cite such Section in order to comply with this sentence.

(d)           Whenever solely under this Section 5.03, a provision shall expressly provide for or require that a consent or approval or the exercise of a judgment by Landlord or Tenant shall not be unreasonably withheld or delayed and a dispute or disagreement shall arise between Landlord and Tenant as to whether or not the withholding of the consent or approval in question is unreasonable or as to whether or not the exercise of any such judgment is unreasonable, the sole remedy of either party hereto shall be to send a notice to the other (“Hearing Notice”) specifying the consent or approval which it alleges has been unreasonably withheld or delayed or the judgement which it alleges has been unreasonably exercised (collectively, “Dispute”) and electing to have the Dispute resolved by an informal hearing (“Hearing”) upon and subject to the terms and conditions hereinafter set forth:

A.            The Hearing shall be at the offices of the individual designated in such notice (“Hearing Officer”) from among the following individuals:

(1)           The then Chairman or President of ▇▇▇▇▇▇▇▇▇ Company, L. P.

(2)           The then Chairman or President of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc.

(3)           The then Chairman or President of ▇▇▇▇▇▇▇▇ Partners

B.            The Hearing shall be held on the date specified in the Hearing Notice (which shall be no less than three (3) Business Days nor more than five (5) Business Days after the Hearing Notice is received) and pursuant to substantive and procedural rules to be established by the Hearing Officer;

C.            The Hearing Notice shall be delivered in the manner set forth in Section 8.01 for notice, to party on whom it is being served;

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D.            The determination by the Hearing Officer shall be conclusive upon the parties and shall be made within two (2) Business Days after the Hearing is completed;

E.             If the party upon whom the Hearing Notice is served fails or refuses to participate in the Hearing, the Dispute shall be deemed resolved against such party;

F.             If the Hearing Officer fails or refuses to participate in the Hearing, or if the party upon whom the Hearing Notice is served responds at the Hearing that Hearing Officer is not independent of the party serving the Hearing Notice, the party serving the Hearing Notice shall have the right to select an alternative Hearing Officer from the remaining individuals set forth in Paragraph A. If all of the individuals set forth in said Paragraph A hereof shall (i) fail or refuse to participate in the Hearing or (ii) fail to be independent, the provisions of this Section 5.03 shall be void and of no effect and such determination will be made by an arbitration pursuant to Section 9.03 hereof;

G.            The Hearing Officer shall have the right only to interpret and apply the terms of this Section 5.03, and may not change any such terms or deprive any party to this Lease of any right or remedy expressly or impliedly provided in this Lease.

(e)           Tenant at its election may deliver the Transfer Notice concurrently with the delivery of ▇▇▇▇▇▇’s Offer Notice for the same space and the time period for Landlord’s consent to the assignment or sublease will run from the date the Transfer Notice is delivered to Landlord.

5.04        General Provisions. (a) If this Lease is assigned, whether or not in violation of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant, and expiration of Tenant’s time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected against Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 5.01(a), or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant’s obligations under this Lease.

(b)           No assignment or transfer shall be effective until the assignee delivers to Landlord (i) evidence that the assignee, as Tenant hereunder, has complied with the requirements of Sections 7.02 and 7.03, and (ii) an agreement in the form attached hereto as Exhibit Q whereby the assignee assumes Tenant’s obligations under this Lease which

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agreement shall not be required in the case of a deemed assignment pursuant to Section 5.01(a) or, if Tenant shall be the surviving entity, in the case of the Section 5.01(b)(i).

(c)           Notwithstanding any assignment or transfer, whether or not in violation of this Lease, and notwithstanding the acceptance of any Rent by Landlord from an assignee, transferee, or any other party, the original named ▇▇▇▇▇▇ and each successor Tenant shall remain fully liable for the payment of the Rent and the performance of all of Tenant’s other obligations under this Lease. The joint and several liability of Tenant and any immediate or remote successors in interest of Tenant shall not be discharged, released or impaired in any respect by any agreement made by Landlord extending the time to perform, or otherwise modifying, any of the obligations of Tenant under this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of Tenant under this Lease. Notwithstanding the foregoing, in no event shall Tenant’s continued liability exceed what its continuing liability would have been had the Lease not been modified except for those modifications which were consented to by Tenant and nothing in this Section 5.04(c) shall create liability on the part of Tenant in contradiction to Sections 5.02(d) and 5.02(e)(F).

(d)           Each subletting by Tenant shall be subject to the following:

(i)            No subletting shall be for a term (including any renewal or extension options contained in the sublease) ending later than one day prior to the Expiration Date.

(ii)           No sublease shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until there has been delivered to Landlord, both (A) an executed counterpart of such sublease, and (B) a certificate of insurance evidencing that (x) Landlord is an additional insured under the insurance policies required to be maintained by occupants of the Premises pursuant to Section 7.02, and (y) there is in full force and effect, the insurance otherwise required by Section 7.02.

(iii)          Each sublease shall provide that it is subject and subordinate to this Lease, and that in the event of termination, reentry or dispossess by Landlord under this Lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be liable for, subject to or bound by any item of the type that a Successor Landlord is not so liable for, subject to or bound by in the case of an attornment by Tenant to a Successor Landlord under Section 6.01(a), provided, that any subtenants which are Affiliates or Related Service Providers of Tenant and are subject to and subordinate to this

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Lease shall not be required to attorn to Landlord, if such subtenant vacates and surrenders the portion of the Premises occupied by such subtenant to Landlord on.or prior to the termination of this Lease.

(iv)          Notwithstanding clause (iii) above, Landlord shall, at Tenant’s request execute and deliver to a Major Subtenant, a nondisturbance and attornment agreement substantially in the form attached to this Lease as Exhibit B, to Exhibit M attached hereto; provided, that (I) Tenant is not then in default under this Lease after notice and beyond applicable grace period, (II) the sublease with the Major Subtenant is a Qualifying Major Sublease, (III) Tenant has furnished evidence to Landlord’s reasonable satisfaction that the subtenant is a Major Subtenant and will continue to be a Major Subtenant after execution and delivery of the sublease and (IV) such Major Subtenant executes and delivers to Landlord the subordination and nondisturbance agreement hereinafter referred to. A “Qualifying Major Sublease” shall mean a sublease from Tenant to a Major Subtenant to which Landlord shall have actually given its consent (not including where Landlord’s consent is not required) pursuant to this Article 5, and which (A) consists of at least a full floor of the Blocks in the Building or at least 30,000 contiguous rentable square feet of space in the Premises which is on a floor which is not a Block (and in the case where a sublease includes a portion of a floor, the balance of the floor consists of a leasable configuration of at least 10,000 rentable square feet), (B) in the case of a Block, consists of contiguous space in the Blocks which includes the highest or lowest floor then comprising the Blocks or is in the Blocks and is contiguous to another floor which has been sublet by Tenant and with respect to which Landlord has executed and delivered one or more non-disturbance and attornment agreements hereunder, (C) provides that, at the time when the attornment provided for in the non-disturbance and attornment agreement hereinafter referred to becomes effective between Landlord and the Major Subtenant following the termination of the Lease, the rental payable thereunder, after taking into account any free rent periods, credits, offsets or deductions to which the subtenant may be entitled thereunder, will be equal to or in excess (on a per rentable square foot basis) of the greater of (ww) the Fixed Rent and the recurring Additional Charges payable by Tenant under the Lease with respect to such space and (xx) the then fair market fixed rent and the fair market additional rent that a willing lessee would pay and a willing lessor would accept in an arms-length transaction as reasonably determined by Landlord (subject to arbitration in accordance with Section 9.03 hereof) with respect to such space (D) consists of space that will be demised separately from the remainder of the Premises in accordance with all applicable Laws, (E) provides for other obligations of the Major Subtenant at least substantially identical to the obligations of Tenant under the Lease, (F) provides that if the Lease is terminated and Tenant has granted to any Major Subtenant any Major Tenant Right, then such Major Tenant Right shall be null and void with respect to such Major Subtenant after termination of this Lease in accordance with Section 8.28 hereof and (G) provides that if the Tangible Net Worth

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of the Major Subtenant (or the guarantor pursuant to this Section 5.04(d)(iv)) shall be reduced below that required of a Major Subtenant as a result of (i) the sale of all or any part of its assets, other than in the ordinary course of business or (ii) a dissolution, merger, reorganization or recapitalization, then such Major Subtenant (or such guarantor) shall deposit with Landlord a Security reasonably acceptable to Landlord and consistent with the provisions of Article 11 hereof (taking into account that the Tangible Net Worth required of the Major Subtenant is less than a Qualified Tenant and that the “Remaining Fixed Rent” shall mean the aggregate of the fixed rent payable for the term of the sublease from and after the date in question, without giving effect to any abatement, recoupment, offsets or credits against rent. In no event shall a Qualifying Major Sublease include a sublease to an Affiliate of Tenant or to a Related Service Provider. A “Major Subtenant” shall mean a subtenant with an aggregate Tangible Net Worth (or whose obligations under the sublease are guaranteed, pursuant to a guaranty, in form and content reasonably acceptable to Landlord and such guarantor, by a guarantor with a Tangible Net Worth as hereinafter provided) as determined by ▇▇▇▇▇ and ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Price Waterhouse, ▇▇▇▇▇▇▇▇ & Touche, KPMG Peat ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. or their respective successors (each a “Big Six Accounting Firm”) or other certified public accounting firm reasonably acceptable to Landlord with at least 40 certified public accountants, equal to or in excess of the amount determined by multiplying $250,000,000 by a fraction the numerator of which is the number of rentable square feet being subleased pursuant to such Qualifying Major Sublease and the denominator of which is 157,387 (the “Major Subtenant Percentage”). Notwithstanding anything to the contrary set forth in this clause (iv), any non-disturbance and attornment agreement delivered by Landlord pursuant to this clause (iv) shall, pursuant to this Lease, be conditional and by its terms expressly contain the condition such that, in the event of any termination of this Lease (x) other than by reason of (1) Tenant’s default, (2) a rejection in bankruptcy by Tenant or (3) a voluntary surrender of the Lease by Landlord and Tenant, but (y) including a termination of the Lease by reason of casualty, condemnation or pursuant to Section 8.26 hereof, then any non-disturbance and attornment agreement to a Major Subtenant shall, automatically and without further act of the parties, terminate and be of no further force or effect from and after the applicable termination date.

(e)           Each sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised under the sublease, in whole or in part, without Landlord’s consent in accordance with Section 5.03(a) and without complying with all of the terms and conditions of this Article 5, including, without limitation, Section 5.05, which for purposes of this Section 5.04(e) shall be deemed to be appropriately modified to take into account that the transaction in question is an assignment of the sublease or a further subletting of the space demised under the sublease, as the case may be.

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(f)            Tenant shall not publicly advertise the availability of the Premises or any portion thereof as sublet space or by way of an assignment of this Lease, without first obtaining Landlord’s consent, which consent shall not be unreasonably withheld or delayed, provided, that Tenant shall in no event advertise the rental rate or any description thereof. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇’s consent shall not be required for Tenant to list the Premises or any portion thereof with brokers, subject to the proviso in the immediately preceding sentence.

5.05        Assignment and Sublease Profits.  (a)  If the aggregate of the amounts payable as fixed rent and as additional rent on account of Taxes, Operating Expenses and electricity by a subtenant under a sublease of any part of the Premises (other than a sublease pursuant to Sections 5.01(b) (c) or (d) or to Landlord (or its designee) pursuant to Section 5.02) and the amount of any Other Sublease Consideration payable to Tenant by such subtenant, whether received in a lump-sum payment or otherwise shall be in excess of Tenant’s Basic Cost therefor at that time then, promptly after the collection thereof, Tenant shall pay to Landlord in monthly installments as and when collected, as Additional Charges, 50% of such excess. Tenant shall deliver to Landlord within sixty (60) days after the end of each calendar year and within sixty (60) days after the expiration or earlier termination of this Lease a statement specifying each sublease in effect during such calendar year or partial calendar year, the rentable area demised thereby, the term thereof and a computation in reasonable detail showing the calculation of the amounts paid and payable by the subtenant to Tenant, and by Tenant to Landlord, with respect to such sublease for the period covered by such statement. “Tenant’s Basic Cost” for sublet space at any time means the sum of (i) the portion of the Fixed Rent, Tax Payments and Operating Payments which is attributable to the sublet space, plus (ii) the amount payable by Tenant on account of electricity in respect of the sublet space, plus (iii) the amount of any costs reasonably incurred by Tenant in making changes (or paying for the cost of any changes made by the subtenant) in the layout and finish of the sublet space for the ,subtenant amortized on a straight-line basis over the term of the sublease; provided, that if Tenant or such subtenant is not making any such changes or to the extent any such changes do not change any of the improvements previously installed or made by Tenant to the sublet space during the prior 12 months, then portion of the unamortized costs (amortized over the Term on a straight line basis) included within the sublease term incurred by Tenant for improvements made to the sublet space within 12 months prior to such subletting, (iv) the portion of the unamortized costs (amortized over the Term on a straight line basis) incurred by Tenant for equipment, furniture or other personal property sold to such subtenant, (v) the amount of any reasonable brokerage commissions and reasonable legal fees paid by Tenant in connection with the sublease amortized on a straight-line basis over the term of the sublease plus (vi) the amount payable by Tenant for New York State Real Property Transfer Gains Tax and Real Property Transfer Taxes and New York City Real Property Transfer Tax. For

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purposes of this Section 5.05(a), the term “Other Sublease Consideration” shall mean all sums paid by (or for the benefit of) the subtenant for the furnishing of guaranteed services (in excess of Tenant’s actual out of pocket cost to provide such services) by Tenant and the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property.

(b)           Upon any assignment of this Lease other than an assignment or deemed assignment pursuant to Section 5.01(b) (c) (d) or to Landlord (or its designee) pursuant to Section 5.02, Tenant shall pay to Landlord 50% of the Assignment Consideration received by Tenant for such assignment, after deducting therefrom (i) customary and reasonable closing expenses including without limitation any New York State Transfer Gains or Transfer Tax and New York City Real Property Transfer Tax, (ii) reasonable brokerage commissions and legal fees, (iii) the portion of the unamortized costs (amortized over the Term on a straight line basis) of the excess of the costs of Tenant’s Alterations over Tenant’s Work Allowance and the Required Work Allowance and (iv) the unamortized costs (amortized over the Term on a straight line basis) incurred by Tenant for equipment, furniture or other personal property sold to such assignee. For purposes of this Section 5.05(b), the term “Assignment Consideration” shall mean an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the furnishing of guaranteed services by Tenant and the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property).

5.06        Sublease of Space From Other Tenants.  If Tenant desires to sublease space from a tenant in the Building or to obtain an assignment of such other tenant’s lease with respect to space in the Building, and such other tenant is prohibited from subleasing its leased premises or assigning its lease to another tenant in the Building, then Tenant may, by notice to Landlord, request that Landlord waive such prohibition and provided no default has occurred under this Lease beyond any notice and grace period and Landlord does not have comparable space available to be leased within the following six (6) months for a comparable term, Landlord shall, within ten (10) days after such notice from Tenant, waive such prohibition in writing with respect to subletting or assignment, provided such subletting or assignment is otherwise consistent with the provisions of such other tenant’s lease. If Landlord shall fail to respond within such ten (10) day period, Tenant may send a second notice (which second notice may not be delivered until at least ten (10) days has elapsed after the delivery of the first notice) specifically referencing this Section 5.06 to Landlord and if within three (3) Business Days after receipt of such second notice, landlord has not responded, then Landlord will be deemed to have waived such prohibition with respect to such subletting or assignment without further act.

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ARTICLE 6

Subordination; Default; Indemnity

6.01        Subordination.  (a)  This Lease is subject and subordinate to each mortgage (a “Superior Mortgage”) and each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any portion of the Project or any interest therein, provided, that (i) in the case of the Indenture, the Superior Mortgagee under the Indenture, concurrently with the execution and delivery of this Lease by Landlord and Tenant, shall have executed, acknowledged and delivered to Tenant the non-disturbance and attornment agreement attached to this Lease as Exhibit M-1, (ii) in the case of the Ground Lease (if the Superior Lessor thereunder shall no longer be Landlord or an Affiliate of Landlord or other entity which controls the management and operations of Landlord which is not an Affiliate of Landlord) or any other Superior Lease which may hereafter affect all or any portion of the Project or any interest therein, the Superior Lessor shall have executed, acknowledged and delivered a non-disturbance and attornment agreement containing the same substantive provisions as those set forth in the form attached to this Lease as Exhibit M-1 modified as necessary to reflect that the party granting the non-disturbance is a Superior Lessor rather than Superior Mortgagee and (iii) in the case of any Superior Mortgage which may hereafter affect all or any portion of the Project or any interest therein, the Superior Mortgagee thereunder shall have executed, acknowledged and delivered to Tenant a non-disturbance and attornment agreement containing substantially the same substantive provisions as those set forth in the form attached to this Lease as Exhibit M-2. Notwithstanding anything contained in this Section 6.01(a) to the contrary, if any such Superior Lessor or superior Mortgagee executes, acknowledges and delivers to Tenant a non-disturbance and attornment agreement in the form herein required, and Tenant either fails or refuses to execute and deliver such agreement within twenty (20) days after delivery of such agreement to Tenant, then this Lease shall automatically and without further act be deemed to be subject and subordinate to such Superior Lease or Superior Mortgage, as the case may be, and such non-disturbance and attornment agreement shall then be deemed to be in effect with respect to such Superior Lease or Superior Mortgage, as the case may be. If the foregoing conditions are satisfied, Tenant shall execute, acknowledge and deliver such instrument as may be reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence the subordination described in this Section 6.01(a), but no such instrument shall be necessary to make such subordination effective. The lessor under a Superior Lease is called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee.” Tenant shall execute any amendment of this Lease reasonably requested by a Superior Mortgagee or a Superior Lessor (other than the Superior Lessor under the Ground Lease so long as such Superior Lessor is Landlord or an Affiliate of Landlord or other entity which controls the management and operations, of Landlord which is not an

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Affiliate of Landlord), provided, that such amendment shall not reduce or extend the Term, increase the Rent, reduce the area of the Premises, result in an increase in Tenant’s obligations under this Lease or a reduction in the benefits available to Tenant (other than to a de minimis extent). In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “Successor Landlord”), shall automatically become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease for the then remaining Lease Term); provided, that except as otherwise provided in the nondisturbance and attornment agreement between Tenant and such Superior Mortgagee or Superior Lessor any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord); (ii) liable for the return of any monies paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such monies or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums to Tenant in connection therewith; or (vi) bound by any waiver or forbearance under, or any amendment, modification, abridgement, cancellation or surrender of, this Lease made without the consent of such Successor Landlord. Upon request by such Successor Landlord, Tenant shall execute and deliver an instrument or instruments, reasonably requested by such Successor landlord, confirming the attornments provided for herein, but no such instrument shall be necessary to make such attornment effective.

(b)           Tenant shall give each Superior Mortgagee and each Superior Lessor (which is not an Affiliate of Landlord) a copy of any notice of default served upon Landlord, provided, that Tenant has been notified of the address of such mortgagee or lessor. If Landlord fails to cure any default as to which Tenant is obligated to give notice pursuant to the preceding sentence within the time provided for in this Lease, then each such mortgagee or lessor shall have an additional thirty (30) days after receipt of such notice within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if, within such thirty (30) days, any such mortgagee or lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including, without limitation, commencement of foreclosure proceedings or eviction proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated and Tenant

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shall not exercise any other rights or remedies under this Lease or otherwise while such remedies are being so diligently pursued. Nothing herein shall be deemed to imply that Tenant has any right to terminate this Lease or any other right or remedy, except as may be otherwise expressly provided for in this Lease.

(c)           Without limiting the generality of this Section 6.01, this Lease is subject and subordinate to (i) a certain Superior Lease, dated February 25, 1959, between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as lessor, and 91078 Corporation, as lessee, a memorandum of which was recorded in the office of the Register of the City of New York, County of New York in Liber 5068 of Conveyances, Page 489, as assigned by a series of assignments (the “Ground Lease”), pursuant to which assignments Landlord holds the ground lessor and ground lessee interest in such Ground Lease as of the date hereof and (ii) a certain Mortgage Spreader and Consolidation Agreement and Trust Indenture dated as of March 20, 1984 (the “Indenture”) made between O&Y Equity Corp., Olympia & York Holdings Corporation, FAME Associates, Olympia & York 2 Broadway Land Company and Olympia & York 2 Broadway Company (collectively “Companies”), as mortgagor, and Bank of New York (as successor to NationsBank of Tennessee, N.A., successor to Manufacturers Hanover Trust Company), as Trustee, as mortgagee. Section 6.6D(1) and Section 6.6D(3) of the Indenture provide as follows:

“D.          The Companies will not:

“(1)         receive or collect, or permit the receipt or collection of, any rental or other payments under any Lease more than one month in advance of the respective periods in respect of which they are to accrue, except that (i) in connection with the execution and delivery of any Lease or of any amendment to any Lease, rental payments hereunder may be collected and received in advance in an amount not in excess of three months’ rent and/or a security deposit may be required thereunder in an amount up to any amount permitted by law (provided, that such deposits are maintained in accordance with applicable law) and (ii) the Companies may receive and collect escalation charges in accordance with the terms of each Lease;”

“(3) enter into any Lease that does not contain terms to the effect as follows:

(a)           the Lease and the rights of the tenants thereunder shall be subject and subordinate to the rights of the Trustee under this Indenture;

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(b)           the Lease has been assigned as collateral security by the landlord thereunder to the Trustee under this Indenture but that the landlord thereunder is entitled to receive and collect all rental and other payments thereunder unless and until contrary notice is received from the Trustee;

(c)           in the case of any foreclosure hereunder, the rights and remedies of the tenant in respect of any obligations of any successor landlord thereunder shall be nonrecourse as to any assets of such successor landlord other than its equity in the building in which the leased premises are located; and

(d)           the tenant’s obligation to pay rent and any additional rent shall not be subject to any abatement, deduction, counterclaim or setoff as against any mortgagee or purchaser upon the foreclosure of any of the Properties by reason of any landlord default occurring prior to such foreclosure.”

This Lease falls within the definition of “Lease” referred to in the above quoted language from the Indenture. Landlord acknowledges that if Tenant and the Superior Mortgagee under the Indenture or any Superior Mortgagees or Superior Lessors enter into a nondisturbance and attornment agreement to which Landlord is a party or to which Landlord has consented, any terms thereof which are inconsistent with this Section 6.01 shall be superseded by such nondisturbance and attornment agreement.

6.02        Estoppel Certificate.  Each party shall, at any time and from time to time, within ten (10) days after request by the other party, execute and deliver to the requesting party (or to such person or entity as the requesting party may designate) a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), certifying the Commencement Date, the Second Commencement Date, the Expiration Date and the dates to which the Fixed Rent and Additional Charges have been paid and stating whether or not, to the best knowledge of such party, the other party is in default in performance of any of its obligations under this Lease, and, if so, specifying each such default of which such party has knowledge, it being intended that any such statement shall be deemed a representation and warranty to be relied upon by the party to whom such statement is addressed. Landlord and Tenant also shall include or confirm in any such statement such other information concerning this Lease as Landlord or Tenant may reasonably request.

6.03        Default.  This Lease and the term and estate hereby granted are subject to the limitation that:

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(a)           if Tenant defaults in the payment of any Rent, and Tenant fails to cure such default by making such payment of Rent in immediately available federal funds within ten (10) calendar days after Landlord gives to Tenant a first notice specifying such default and two (2) Business Days after Landlord gives Tenant a second notice (which second notice shall be given no earlier than eight (8) calendar days after the date such ten (10) day first notice shall have been given) specifying such default; provided, that if Tenant, prior to the expiration of such two (2) Business Day second notice, notified Landlord that Tenant disputes all or any part of this Rent payment, specifying the basis for Tenant’s dispute, ▇▇▇▇▇▇ shall nevertheless pay the full amount of the disputed charge but without prejudice to Tenant’s dispute), or

(b)           if Tenant defaults in the keeping, observance or performance of any covenant or agreement (other than a default of the character referred to in Sections 6.03(a) or (c)), and if such default continues and is not cured within thirty (30) calendar days after Landlord gives to Tenant a first notice specifying the same and ten (10) Business Days after Landlord gives Tenant a second notice (which second notice shall be given no earlier than twenty (20) days after the date such thirty (30) calendar day first notice shall have been given), or, in the case of a default which for causes beyond Tenant’s reasonable control cannot with due diligence be cured prior to the expiration of such ten (10) Business Day second notice, if Tenant shall not prior to the expiration of such ten (10) Business Day second notice, (i) advise Landlord of Tenant’s intention duly to institute all steps necessary to cure such default and (ii) institute and thereafter diligently prosecute to completion within one year (subject to delay due to Force Majeure not to exceed sixty (60) days) after receipt of the second notice all steps necessary to cure the same,

(c)           if this Lease or the estate hereby granted would, by operation of law or otherwise, devolve upon or pass to any person or entity other than Tenant, except as expressly permitted by Article 5 and such default continues for thirty (30) calendar days after Landlord gives to Tenant a first notice specifying such default, and for ten (10) calendar days after Landlord gives Tenant a second notice (which second notice shall be given no earlier than twenty (20) calendar days after the date such thirty (30) calendar day first notice shall have been given),

then, in any of cases set forth in clause (a), (b) and (c) above, in addition to any other remedies available to Landlord at law or in equity, Landlord shall be entitled to give to Tenant a notice of intention to end the Term at the expiration of five (5) Business Days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the term and estate hereby granted shall terminate upon the expiration of such five (5) Business Days with

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the same effect as if the last of such five (5) Business Days were the Expiration Date, but Tenant shall remain liable for damages as provided herein or pursuant to law.

6.04        Re-entry by Landlord.  If this Lease shall terminate as in Section 6.03 provided, Landlord or Landlord’s agents and servants may immediately or at any time thereafter re-enter into or upon the Premises, or any part thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law, without being liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that Landlord may have, hold and enjoy the Premises. The words “re-enter” and “re-entering” as used in this Lease are not restricted to their technical legal meanings. Upon such termination or re-entry, Tenant shall pay to Landlord any Rent then due and owing (in addition to any damages payable under Section 6.05).

6.05        Damages.  If this Lease is terminated under Section 6.03, or if Landlord re-enters the Premises under Section 6.04, Tenant shall pay to Landlord as damages, at the election of Landlord, either:

(a)           a sum which, at the time of such termination, represents the then value of the excess, if any, of (1) the aggregate of the Rent which, had this Lease not terminated, would have been payable hereunder by ▇▇▇▇▇▇ for the period commencing on the day following the date of such termination or re-entry to and including the Expiration Date over (2) the aggregate fair rental value of the Premises for the same period (for the purposes of this clause (a) the amount of Additional Charges which would have been payable by Tenant under Sections 2.04 and 2.05 shall, for each calendar year ending after such termination or re-entry, be deemed to be an amount equal to the amount of such Additional Charges payable by Tenant for the calendar year immediately preceding the calendar year in which such termination or re-entry shall occur) each discounted to present value at the Interest Rate, or

(b)           sums equal to the Rent that would have been payable by Tenant through and including the Expiration Date had this Lease not terminated or had Landlord not re-entered the Premises, payable upon the due dates therefor specified in this Lease; provided, that if Landlord shall relet all or any part of the Premises for all or any part of the period commencing on the day following the date of such termination or re-entry to and including the Expiration Date, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating this Lease and of re-entering the Premises and of securing possession thereof, as well as the expenses of reletting, including, without limitation, altering and preparing the Premises for new tenants, brokers’ commissions, and all other expenses properly chargeable

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against the Premises and the rental therefrom in connection with such reletting, it being understood that any such reletting may be for a period equal to or shorter or longer than said period; and further provided, that (i) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord under this Lease, (ii) in no event shall Tenant be entitled, in any suit for the collection of damages pursuant to this Section 6.05(b), to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received by Landlord prior to the commencement of such suit, (iii) if the Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot rentable area basis shall be made of the rent received from such reletting and of the expenses of reletting, (iv) if the Premises or any part thereof shall be relet for a term greater than the unexpired term hereof, then the expenses of reletting, including the costs of altering the Premises for the new tenant, broker’s commissions and all other expenses properly chargeable against the Premises, shall be equitably apportioned, based on the term of such reletting between the period prior to and after the Expiration Date and (v) Landlord shall have no obligation to so relet the Premises and Tenant hereby waives any right Tenant may have, at law or in equity, to require Landlord to so relet the Premises.

Suit or suits for the recovery of any damages payable hereunder by ▇▇▇▇▇▇, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall require Landlord to postpone suit until the date when the Term would have expired but for such termination or re-entry.

6.06        Other Remedies.  Nothing contained in this Lease shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant.

6.07        Right to Injunction.  In the event of a breach or threatened breach by Tenant of any of its obligations under this Lease, Landlord shall also have the right of injunction. In the event of a breach or threatened breach by Landlord of any of its obligations under this Lease, Tenant shall also have the right of injunction. The specified remedies to which Landlord or Tenant may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which Landlord or Tenant may lawfully be entitled, and Landlord or Tenant may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for, except that to the extent any rent offset, recoupment, abatement or credit is provided to Tenant for the failure of Landlord to perform its obligations under this Lease to deliver Tenant all or any part of the Premises, such rent offset, recoupment, abatement or credit shall be the maximum monetary remedy available to Tenant as a result of Landlord’s failure to perform such obligation or deliver that portion of

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the Premises for which ▇▇▇▇▇▇ is receiving a rent offset, recoupment, abatement or credit. In the event that the same act or omission by Landlord would entitle Tenant to more than one rent offset, recoupment, abatement or credit under different provisions of this Lease, it will be Tenant’s option to elect which rent offset, recoupment, abatement or credit it will receive. Except as otherwise specifically provided herein (i) if Tenant is entitled to receive a rent offset, recoupment, abatement or credit, such rent offset, recoupment, abatement or credit shall be calculated as if the Fixed Rent payable per rentable square foot was reduced by 18 cents, (ii) if Tenant is entitled to a rent offset, recoupment, abatement or credit under different provisions of this Lease for the same harm suffered by Tenant, Tenant shall be entitled to a rent offset, recoupment, abatement or credit of only one applicable provision.

6.08        Certain Waivers.  Tenant waives and surrenders all right and privilege that Tenant might have under or by reason of any present or future law to redeem the Premises or to have a continuance of this Lease after ▇▇▇▇▇▇ is dispossessed or ejected therefrom by process of law or under the terms of this Lease or after any termination of this Lease. Landlord and ▇▇▇▇▇▇ each waive trial by jury in any action in connection with this Lease other than in connection with an action based in tort.

6.09        No Waiver.  Failure by either party to declare any default immediately upon its occurrence or delay in taking any action in connection with such default shall not waive such default but such party shall have the right to declare any such default at any time thereafter. Any amounts paid by a party hereto may be applied by the recipient, in the recipient’s discretion, to any items then owing under this Lease. Receipt by a party hereto of a partial payment shall not be deemed to be an accord and satisfaction (notwithstanding any endorsement or statement on any check or any letter accompanying any check or payment) nor shall such receipt constitute a waiver of the obligation to make full payment. No act or thing done by Landlord or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord and by each Superior Lessor and Superior Mortgagee whose lease or mortgage provides that any such surrender may not be accepted without its consent.

6.10        Holding Over.  If Tenant holds over without the consent of Landlord after expiration or termination of this Lease (including by reason of Force Majeure which is unrelated to the Project), Tenant shall pay as holdover rental for each month of the holdover tenancy an amount equal to the Holdover Percentage multiplied by the greater of (i) the fair market rental value of the Premises for such month (as reasonably determined by Landlord) or (ii) the Rent which Tenant was obligated to pay for the month immediately preceding the end of the Term (giving no effect to any rent abatement, offset or other applicable reduction). No holding over by Tenant after the Term shall operate to extend the Term. “Holdover

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Percentage” means, with respect to any holdover by Tenant after the expiration or termination of this Lease (I) for the first thirty (30) days of such holdover tenancy, 110%, (II) for the second thirty (30) days of such holdover tenancy, 120%, (III) for the third thirty (30) days of such holdover tenancy, 130%, (IV) for the fourth thirty (30) days of such holdover tenancy, 140%, (V) thereafter until the first anniversary of such holdover, 150% and (VI) thereafter, 200%; provided, however, if Tenant advises Landlord within six months prior to the Expiration Date that it intends to hold over, its reason for such holdover and its reasonable estimate of the expected holdover period then for the first ninety (90) days of such holdover tenancy the Holdover Percentage shall be 100% , and thereafter the Holdover Percentage will increase as hereinabove provided in clauses (I)-(VI) as if such 91st day was the first day of the holdover period to a maximum of 200% commencing four hundred fifty (450) days after expiration or termination of this Lease. Notwithstanding the foregoing, the acceptance of any rent paid by Tenant pursuant to this Section 6.10 shall not preclude Landlord from commencing and prosecuting a holdover or summary eviction proceeding.

6.11        Attorneys’ Fees.  If either party places the enforcement of this Lease or any part thereof, or the collection of any Rent or other payment due or to become due hereunder, or recovery of the possession of the Premises, in the hands of an attorney, or files suit upon the same, the prevailing party shall, within thirty (30) days after demand, be reimbursed by the losing party for its reasonable attorneys’ fees and disbursements and court costs.

6.12        Nonliability and Indemnification.  (a)  Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, agent, servant, employee or contractor of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant, any Affiliate of Tenant, any Related Service Provider or any partner, director, officer, shareholder, principal, agent, servant, employee or contractor of Tenant, its Affiliates or Related Service Providers (collectively the “Tenant Group”) for (i) any loss, injury or damage to Tenant, the Tenant Group or to any other person, or to its or their property, irrespective of the cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any loss of or damage to property of Tenant or the Tenant Group or of others entrusted to employees of Landlord; provided, that, except to the extent of the release of liability and waiver of subrogation provided in Section 7.03 hereof, the foregoing shall not be deemed to relieve Landlord or any partner, director, officer, shareholder, principal, agent, servant, employee or contractor of Landlord (collectively the “Landlord Group”) or any Superior Lessor or any Superior Mortgagee, respectively, of any liability to the extent resulting from the negligence of such. party, its agents, servants or employees in the operation or maintenance of the Premises or the Building, (ii) any loss, injury or damage described in clause (i) above caused by other tenants

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or persons in, upon or about the Building, or caused by operations in construction of any private (other than by or on behalf of Landlord), public or quasi-public work, or (iii) even if negligent, consequential damages arising out of any loss of use of the Premises or any equipment, facilities or other Tenant’s Property therein.

(b)           Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior Mortgagees and each of their respective partners, directors, officers, shareholders, principals, agents and employees (each, an “Indemnified Party”), from and against any and all claims arising from or in connection with (i) the conduct or management of the Premises or of any business therein, or any work or thing done, or any condition created, in or about the Premises, (ii) any act, omission or negligence of Tenant, the Tenant Group or any person claiming through or under Tenant, the Tenant Group or any of their respective partners, directors, officers, agents, employees or contractors, (iii) any accident, injury or damage occurring in, at or upon the Premises after the Commencement Date or the Second Commencement Date, as applicable, (iv) any default by Tenant or the Tenant Group in the performance of Tenant’s obligations under this Lease, (v) any brokerage commission or similar compensation claimed to be due by reason of any proposed subletting or assignment by Tenant or the Tenant Group (irrespective of the exercise by Landlord of any of the options in Section 5.02(a)), (vi) any exercise of its right of self help pursuant to Section 8.24 and (vii) any noise or vibration generated within the Premises (including, without limitation, any amounts paid or credited to other tenants, or occupants of the Building as a result thereof and any lost revenue of Landlord from other tenants or occupants of the Building (such as in connection with the termination of a then existing lease as a result of such noise or vibration) whether such amounts paid or credited or such lost revenue constitutes direct, consequential or other damages); together with all costs, expenses and liabilities incurred in connection with each such claim or action or proceeding brought thereon, including, without limitation, all attorneys’ fees and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim results from the negligence or willful misconduct of the Indemnified Party or its contractor which is not covered by the waiver of subrogation set forth in Section 7.03 hereof. If any action or proceeding is brought against any Indemnified Party by reason of any such claim, Tenant, upon notice from such Indemnified Party shall resist and defend such action or proceeding (by counsel reasonably satisfactory to such Indemnified Party or designated by ▇▇▇▇▇▇’s insurance carrier). This clause (b) is expressly subject to Section 6.13.

(c)           Neither any director, officer, shareholder, principal, agent, servant or employee of Tenant, its Affiliates or Related Service Providers (whether disclosed or undisclosed), shall be liable to Landlord or any Indemnified Party for any loss, injury or damage to Landlord, an Indemnified Party, or to any other person, or to its or their property

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which is not caused by the negligence of such director, officer, shareholder, principal, agent, servant or employee.

(d)           If either Landlord or Tenant, as the case may be (the “Indemnitee”), receives written notice of any third party claim or potential claim or the commencement of any action or proceeding that could give rise to any obligation on the part of Landlord or Tenant, as the case may be, to provide indemnification (the “Indemnitor”) pursuant to this Section, the Indemnitee shall promptly give the Indemnitor notice thereof (the “Indemnification Notice”); provided, however, that the failure to give the Indemnification Notice promptly shall not impair the Indemnitee’s right to indemnification in respect of such claim, action or proceeding unless, and only to the extent that, the lack of prompt notice adversely affects the ability of the Indemnitor to defend against or diminish the losses arising out of such claim, action or proceeding. Delivery of the Indemnification Notice shall be a condition precedent to any liability of the Indemnitor under the provisions for the indemnification contained in this Lease. The Indemnification Notice shall include copies of any notice or other document received from any third party in respect of any such asserted claim. The Indemnitor shall have the right to assume the defense of a third party claim or suit described in this Section 6.12 at its own cost and expense and with counsel of its own choosing; provided, however, such counsel is reasonably satisfactory to the Indemnitee (except if the counsel is provided by the Indemnitor’s insurer, in which case the counsel designated by the insurer will be satisfactory); the Indemnitee is kept fully informed of all material developments and is furnished copies of all papers; the Indemnitee is given the opportunity, at its option, to participate at its own cost and expense and with counsel of its own choosing (which shall be reasonably satisfactory to the Indemnitor, except if the counsel is provided by the Indemnitee’s insurer, in which case the counsel designated by the insurer will be satisfactory) in the defense of such claim or suit; and the Indemnitor diligently prosecutes the defense of such claim or suit. If all of the conditions of the foregoing provision are not satisfied the Indemnitee shall have the right, without impairing any of its rights to indemnification as provided herein, to assume and control the defense of such claim or suit and to settle such claim or suit. If the Indemnitor is defending any third party claim or suit pursuant to this Section, (i) the Indemnitee shall make available to the Indemnitor any books, records or other documents within its control that are necessary or appropriate for such defense and (ii) the Indemnitor shall not be liable for any settlement agreed to by the Indemnitee unless such settlement is approved in writing by the Indemnitor.

6.13        Consequential Damages.  Notwithstanding any provision herein to the contrary, neither Landlord nor Tenant may collect from the other consequential damages for any claim arising out of this Lease, except as otherwise specifically provided in this Lease.

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ARTICLE 7

Insurance: Casualty: Condemnation

7.01        Compliance with Insurance Standards.  (a)  Tenant shall not violate, or permit the violation of, any condition imposed by any insurance policy then issued in respect of the Project and shall not do, or permit anything to be done, or keep or permit anything to be kept in the Premises, which would subject Landlord, any Superior Lessor or any Superior Mortgagee to any liability or responsibility for personal injury or death or property damage, or which would increase any insurance rate in respect of the Project over the rate which would otherwise then be in effect or which would result in insurance companies of good standing refusing to insure the Project in amounts reasonably satisfactory to Landlord, or which would result in the cancellation of, or the assertion of any defense by the insurer in whole or in part to claims under, any policy of insurance in respect of the Project.

(b)           If, by reason of any failure of Tenant to comply with this Lease, the premiums on Landlord’s insurance on the Project shall be higher than they otherwise would be, Tenant shall reimburse Landlord, on demand, for that part of such premiums attributable to such failure on the part of Tenant. A schedule or “make up” of rates for the Project or the Premises, as the case may be, issued by the New York Fire Insurance Rating Organization or other similar body making rates for insurance for the Project or the Premises, as the case may be, shall be conclusive evidence of the facts therein stated and of the several items and charges in the insurance rate then applicable to the Project or the Premises, as the case may be.

7.02        Tenant’s and ▇▇▇▇▇▇▇▇’s Insurance.  (a)  Tenant shall maintain at all times during the Term (a) “all risk” property insurance covering all present and future Tenant’s Property and Tenant’s Improvements and Betterments to a limit of not less than the full replacement cost thereof, and (b) commercial general liability insurance, including a contractual liability endorsement, and personal injury liability coverage, in respect of the Premises and the conduct or operation of business therein, with Landlord and its managing agent, if any, and each Superior Lessor and Superior Mortgagee whose name and address shall have been furnished to Tenant, as additional insureds, with limits of not less than $5,000,000 combined single limit for bodily injury and property damage liability in any one occurrence and (c) boiler, air conditioning and machinery insurance, if there is a boiler, supplementary air conditioning or pressure object or similar equipment in the Premises, with Landlord and its managing agent, if any, and each Superior Lessor and Superior Mortgagee whose name and address shall have been furnished to Tenant, as additional insureds, with limits of not less than the full replacement cost of Tenant’s Property and Tenant’s Improvements and Betterments if such insurance policy is part of the insurance policy required to be maintained pursuant to

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Section 7.02(a) and otherwise with limits of not less than $5,000,000 and (d) when Alterations are in process, the insurance specified in Section 4.02(f) hereof and (e) if alcoholic beverages are being sold at the Premises, liability insurance for sellers of alcoholic beverages with limits of not less than $1,000,000. Such insurance may be carried under blanket or umbrella policies covering the Premises and other properties owned or leased by Tenant; provided, that each such policy shall comply in all respects with this Section 7.02, shall specify the portion of the total coverage of such policies that is allocated to the Premises in the amounts required in this Section 7.02 and shall provide that the amount of coverage afforded under such policies with respect to the Premises shall not be reduced by claims under such policies with respect to such other properties. The limits of such insurance shall not limit the liability of Tenant. Tenant shall deliver to Landlord and any additional insureds, on or prior to the Commencement Date, such fully paid-for policies or certificates of insurance, in form reasonably satisfactory to Landlord issued by the insurance company or its authorized agent. Tenant shall procure and pay for renewals of such insurance from time to time before the expiration thereof, and Tenant shall deliver to Landlord and any additional insureds such renewal policy or a certificate thereof at least fifteen (15) days before the expiration of any existing policy. All such policies shall be issued by companies licensed to do business in New York State and rated by Best’s Insurance Reports or any successor publication of comparable standing as A-VIII or better or the then equivalent of such rating, and all such policies shall contain a provision whereby the same cannot be cancelled, allowed to lapse or modified unless Landlord and any additional insureds are given at least fifteen (15) days’ prior written notice of such cancellation, lapse or modification. The proceeds of policies providing “all risk” property insurance of Tenant’s Property and Improvements and Betterments shall be payable to Tenant, provided, that any insurance proceeds covering Improvements and Betterments shall be paid by Tenant to Landlord as and when required in this Lease. Tenant shall cooperate with Landlord in connection with the collection of any insurance monies that may be due in the event of loss and Tenant shall execute and deliver to Landlord such proofs of loss and other instruments which may be required to recover any such insurance monies. Landlord may from time to time require that the amount of the insurance to be maintained by Tenant under this Section 7.02 be increased, so that the amount thereof is equal to the amount of insurance generally required of tenants by prudent landlords of comparable first class buildings in midtown Manhattan.

(b)           Landlord, at ▇▇▇▇▇▇▇▇’s expense (subject to inclusion in Operating Expense), shall at all times during the Term maintain with insurance companies licensed to do business in New York State and rated by Best’s Insurance Reports or any successor publication of comparable standing as A-VIII or better or the then equivalent of such rating, all risk insurance to the extent of 100% of the replacement cost of the Building (but excluding Tenant’s Property and Tenant’s Improvements and Betterments).

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7.03        Subrogation Waiver.  Landlord and Tenant shall each include in each of its insurance policies (insuring the Building in case of Landlord, and insuring Tenant’s Property and Improvements and Betterments in the case of Tenant, against loss, damage or destruction by fire or other casualty) a waiver of the insurer’s right of subrogation against the other party (including such parties’ employees and Affiliates within the Building and, to the extent a permitted subtenant waives its insurer’s right of subrogation against Landlord in the applicable sublease, such subtenant) during the Term or, if such waiver should be unobtainable or unenforceable, (a) an express agreement that such policy shall not be invalidated if the insured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (b) any other form of permission for the release of the other party. Each party hereby releases the other party with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damage or destruction with respect to its property occurring during the Term to the extent to which it is, or is required to be, insured under a policy or policies containing a waiver of subrogation or permission to release liability. Nothing contained in this Section 7.03 shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided for elsewhere in this Lease.

7.04        Condemnation.  (a)  If there shall be a total taking of the Building in condemnation proceedings or by any right of eminent domain, this Lease and the term and estate hereby granted shall terminate as of the date of taking of possession by the condemning authority and all Rent shall be prorated and paid as of such termination date. If there shall be a taking of any material (in Landlord’s reasonable judgment) portion of the Land or the Building (whether or not the Premises are affected by such taking), then Landlord may terminate this Lease and the term and estate granted hereby by giving notice to Tenant within sixty (60) days after the date of taking of possession by the condemning authority; provided, that if no part of the Premises is subject to such taking, Landlord shall be entitled to terminate this Lease only if Landlord then terminates substantially all other leases for office space in the Building. If there shall be a taking of the Premises of such scope (but in no event less than 20% thereof) that the untaken part of the Premises would in Tenant’s reasonable judgment be uneconomic to operate, or a taking of the Building of such a scope that Tenant is deprived of reasonable access to the Premises or of Landlord services so that it would be in Tenant’s reasonable judgment uneconomic to operate the Premises then Tenant may terminate this Lease and the term and estate granted hereby by giving notice to Landlord within sixty (60) days after the date of taking of possession by the condemning authority. If either Landlord or Tenant shall give a termination notice as aforesaid, then this Lease and the term and estate granted hereby shall terminate as of the date of such notice and all Rent shall be prorated and paid as of such termination date. In the event of a taking of the Premises which does not result in the termination of this Lease (i) the term and estate hereby granted with respect to the

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taken part of the Premises shall terminate as of the date of taking of possession by the condemning authority and all Rent shall be appropriately abated for the period from such date to the Expiration Date and (ii) Landlord shall with reasonable diligence restore the remaining portion of the Premises (exclusive of Tenant’s Property) as nearly as practicable to its condition prior to such taking.

(b)           In the event of any taking of all or a part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including, without limitation, any award made for the value of the estate vested by this Lease in Tenant or any value attributable to the unexpired portion of the Term, and Tenant hereby assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award; provided, that nothing shall preclude Tenant from intervening in any such condemnation proceeding to claim or receive from the condemning authority any compensation to which Tenant may otherwise lawfully be entitled in such case in respect of ▇▇▇▇▇▇’s Property, moving expenses or the unamortized cost (as shown on Tenant’s financial statements) of all Alterations made by Tenant to the Premises (or if the Lease shall not be terminated, then to the portion of the Premises so taken by the condemning authority) at Tenant’s expense (without the use of any work allowance provided by Landlord with respect to the Premises and less any Rent abatement provided to Tenant with respect to such Premises upon the commencement of occupancy by Tenant; provided, that if such taking shall include only a portion of the Premises and this Lease shall not be terminated by reason thereof, any work allowance or rent abatement provided by Landlord with respect to such Premises shall be appropriately prorated based on the rentable area of the taken portion of the Premises); provided, that the same do not include any value of the estate vested by this Lease in Tenant or of the unexpired portion of the Term and do not reduce the amount available to Landlord or materially delay the payment thereof.

(c)           If all or any part of the Premises shall be taken for a limited period, Tenant shall be entitled, except as hereinafter set forth, to that portion of the award for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to that portion which represents reimbursement for the cost of restoration of the Premises. This Lease shall remain unaffected by such taking and Tenant shall continue responsible for all of its obligations under this Lease to the extent such obligations are not affected by such taking and shall continue to pay in full all Rent when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use and occupancy of the Premises shall be apportioned between Landlord and Tenant as of the Expiration Date. Any award for temporary use and occupancy for a period beyond

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the date to which the Rent has been paid shall be paid to, held (in an interest bearing account) and applied by Landlord as a trust fund for payment of the Rent thereafter becoming due.

(d)           In the event of any taking which does not result in termination of this Lease, (i) Landlord, whether or not any award shall be sufficient therefor, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which constitute Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord deems desirable) and so as to constitute a complete and rentable Building and Premises and (ii) Tenant, whether or not any award shall be sufficient therefor, shall proceed with reasonable diligence to repair the remaining parts of the Premises which constitute Tenant’s Property, to substantially their former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations.

7.05        Casualty.  (a)  If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”) and if this Lease is not terminated as provided below, then (i) Landlord shall repair and restore the Building and the Premises (including Tenant’s Improvements and Betterments but excluding Tenant’s Property) with reasonable dispatch (but Landlord shall not be required to perform the same on an overtime or premium pay basis) after notice to Landlord of the Casualty and the collection of the insurance proceeds attributable to such Casualty and (ii) Tenant shall repair and restore in accordance with Section 4.02 all Tenant’s Property with reasonable dispatch after ▇▇▇▇▇▇▇▇’s restoration provided in clause (i) above is substantially completed. Except as provided in Section 4.05, upon ▇▇▇▇▇▇’s receipt from Landlord of (x) a waiver of Landlord’s right to cancel the Lease as provided in Section 7.05 as a result of such casualty, (y) confirmation that Landlord has collected the insurance proceeds attributable to such casualty as provided for in clause (i) above (or has received the first advance thereof, if such insurance proceeds are paid to Landlord in installments or has commenced restoration) and (z) a copy of the Estimate; then, the proceeds of insurance covering Tenant’s Improvements and Betterments shall be paid to Landlord, and, concurrently with the collection of such insurance proceeds, Tenant shall pay to Landlord (A) the amount of any deductible under the policy insuring Tenant’s Improvements and Betterments and (B) the amount, if any, by which the cost of repairing and restoring Tenant’s Improvements and Betterments as estimated by the Contractor exceeds the available insurance proceeds therefor. All such sums will be held by Landlord (or by Tenant, in the case of insurance proceeds for Betterments and Improvements until Tenant is required to pay such proceeds to Landlord as provided herein) in an interest bearing account in a New York State bank in trust for the benefit of Tenant and Landlord, as applicable, and (except as otherwise provided herein) may only be utilized by Landlord for the restoration of Tenant’s Improvements and Betterments. In the event this Lease is terminated then 50% of any

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remaining portion of such amount, deposited with Landlord by Tenant plus accrued interest, will be refunded to Tenant by Landlord. In the event that the cost to restore ▇▇▇▇▇▇’s Improvements and Betterments is less than the amount deposited by Tenant with Landlord, then, in such event, 50% of the amount of such surplus plus any accrued interest thereon will be promptly refunded by Landlord to Tenant, and if landlord fails to do so, then upon ten (10) days’ notice given by Tenant to Landlord, ▇▇▇▇▇▇ may recoup such amount plus interest at the Interest Rate against the Rents from the date of Tenant’s notice.

(b)           If all or part of the Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Charges under Sections 2.04 and 2.05 shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises, and the Additional Charges for electricity which are not billed on a metered basis shall be abated for the portion of the Premises that is untenantable for the period from the date of the Casualty to the earlier of (i) the date the Premises is made tenantable (provided, that if the Premises would have been tenantable at an earlier date but for Tenant having failed to cooperate with Landlord, as reasonably requested by Landlord, in effecting repairs or restoration or collecting insurance proceeds (including, without limitation, by reason of Tenant failing to pay to Landlord the amounts set forth in clauses (A) and (B) of Section 7.05(a)), then the Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease) or (ii) the date Tenant or any subtenant reoccupies a portion of the Premises (in which case the Fixed Rent and the Additional Charges allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy), provided, that Tenant and its subtenants will not be deemed to be in occupancy during such periods of time solely by reason of Tenant restoring ▇▇▇▇▇▇’s Property. ▇▇▇▇▇▇▇▇’s determination of the date the Premises is tenantable shall be controlling unless Tenant disputes same by notice to Landlord within ten (10) days after ▇▇▇▇▇▇ receives notice of such determination by ▇▇▇▇▇▇▇▇, and pending resolution of such dispute, Tenant shall pay Rent in accordance with ▇▇▇▇▇▇▇▇’s determination which dispute may be resolved by arbitration pursuant to Section 9.03 hereof. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, the Tenant Group, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available against Tenant, Tenant shall pay to Landlord an amount equal to such uncollected insurance proceeds within twenty (20) days after demand. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.

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(c)           If by reason of a Casualty (i) the Building shall be totally damaged or destroyed, (ii) the Building shall be so damaged or destroyed (whether or not the Premises are damaged or destroyed) that repair or restoration shall require more than two hundred seventy (270) days or the expenditure of more than 33% of the full insurable value of the Building (which, for purposes of this Section 7.05(c), shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floor of the Building) immediately prior to the Casualty, each as determined by the Contractor, then in any such case Landlord may terminate this Lease by notice given to Tenant within one hundred eighty (180) days after the Casualty; provided, that Landlord may only terminate this Lease if Landlord then also terminates the leases of all or substantially all of the other office tenants in the Building. In the event of any termination of this Lease under this Section 7.05(c), Tenant shall pay to Landlord the amount, if any, due in accordance with Section 7.06 below.

(d)           (i) Within sixty (60) days after Landlord has actual knowledge of any Casualty, Landlord shall deliver to Tenant an estimate prepared by a reputable contractor selected by Landlord and reasonably acceptable to Tenant setting forth such contractor’s estimate as to the time reasonably required to repair the damage in order to make the Premises tenantable and to substantially restore access to the Premises by use of the passenger elevators other than any Long Lead Work which the Contractor estimates will take more than three hundred fifteen (315) days from the date of such Casualty to repair (the “Required Restoration Work”) (the contractor designated by Landlord pursuant to this sentence is called the “Contractor” and the estimate prepared by the Contractor is called the “Estimate”).

(ii)           If at least 25,000 rentable square feet of space in the Premises shall be rendered untenantable by reason of a Casualty and the period set forth in the applicable Estimate exceeds three hundred fifteen (315) days’ from the date of such Casualty, Tenant may elect to terminate this Lease by notice (a “Termination Notice”) to Landlord given not later than thirty (30) days following ▇▇▇▇▇▇’s receipt of such Estimate.

(iii)          If Landlord shall not substantially complete the Required Restoration Work such that more than 25,000 rentable square feet of space in the Premises remains untenantable by reason of such Casualty on or before the date (the “Outside Date”) which is four hundred ten (410) days after the date of such Casualty (provided, that the Outside Date shall be extended to the extent that Landlord is delayed in substantially completing the Required Restoration Work by reason of Tenant Delay and/or Force Majeure; and further provided, that any such extension of the Outside Date by reason of Force Majeure shall not exceed sixty (60) days), then Tenant shall have the right to terminate this Lease by giving a Termination Notice to Landlord on or before the earlier to occur of (x) the date that

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Landlord substantially completes the Required Restoration Work or (y) the date that is thirty (30) days after the Outside Date.

(iv)          If Tenant timely gives a Termination Notice pursuant to this Section 7.05(d), this Lease shall terminate on the 20th day after such notice is given by ▇▇▇▇▇▇ and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the terms of this Lease. Upon any such termination, Tenant’s liability for Fixed Rent and Additional Charges hereunder with respect to the Premises shall cease as of the date of such termination, and any prepaid portion of Rent with respect to the Premises for any period after such date shall be refunded by Landlord to Tenant within thirty (30) days after such termination date. In the event of any termination of this Lease under this Section 7.05(d), whether as to all or a portion of the Premises, Tenant shall pay to Landlord the amount, if any, due in accordance with Section 7.06 below.

(v)           Anything to the contrary contained in this Section 7.05(d) notwithstanding, if any Casualty occurs during the last three (3) years of the Term, all references in this Section 7.05(d) to “315 days” and “410 days” shall be deemed to be replaced with the following number of days (provided, that such number of days shall be extended if and to the extent Landlord is delayed in substantially completing the Required Restoration Work by reason of Tenant Delay):

(A)          if such Casualty occurs during the 12-month period commencing on the date that is three (3) years prior to the last day of the Term, “240 days” and “365 days,” respectively;

(B)           if such Casualty occurs during the 12-month period commencing on the date that is two (2) years prior to the last day of the Term, “180 days” and “270 days,” respectively; and

(C)           if such Casualty occurs during the last 12 months of the Term, “120 days” and “180 days,” respectively.

(e)           “Long Lead Work” means any item of repair to Tenant’s Improvements and Betterments which is not a stock item and must be specifically manufactured, fabricated or installed or is of such an unusual, delicate or fragile nature that there is a substantial risk that (i) there will be a delay in its manufacture, fabrication, delivery or installation, or (ii) after delivery, such item will need to be reshipped or redelivered, so that the item of work in question would delay the completion of the standard items of such work even though the items of Long Lead Work in question are (A) ordered together with the other

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items required for such work and (B) then installed or performed (after the manufacture or fabrication thereof) in order and sequence that such Long Lead Work and other items of work are normally installed or performed in accordance with good construction practice.

(f)            If in case of a Casualty, Landlord shall be delayed in completing the repair and restoration that Landlord is obligated to perform under this Section 7.05 by reason of Force Majeure, Landlord shall promptly notify Tenant of the occurrence of such Force Majeure and, to the extent possible, Landlord’s good faith estimate of the duration of such Force Majeure delays and, if requested by Tenant from time to time, Landlord shall update Tenant as to the status of such Force Majeure delays.

(g)           Landlord shall not carry any insurance on Tenant’s Property or on Tenant’s Improvements and Betterments and shall not be obligated to repair or replace Tenant’s Property. Tenant shall look solely to its insurance (which may have been paid to Landlord pursuant to the terms of this Lease) for recovery of any damage to or loss of Tenant’s Property or Tenant’s Improvements and Betterments (but subject to Landlord’s obligation to restore as provided herein). Tenant shall notify Landlord promptly of any Casualty in the Premises.

(h)           This Section 7.05 shall be deemed an express agreement governing any damage or destruction of the Premises by fire or other casualty, and Section 227 of the New York Real Property Law providing for such a contingency in the absence of an express agreement, and any other law of like import now or hereafter in force, shall have no application.

7.06        Certain Termination Payments.  In the event of any termination of this Lease as to all or any portion of the Premises pursuant to Sections 6.03, 7.04, 7.05, 8.26 or otherwise by Tenant exercising a right of termination, then Tenant shall pay to Landlord an amount equal to the excess of (i) Tenant’s Work Allowance and Tenant Required Work Allowance theretofore paid by Landlord to Tenant over (ii) the costs and expense incurred by Tenant for construction of its Tenant’s Allowance Work (excluding Tenant Property but including any cancellation fee incurred by Tenant as a result of the cancellation of its purchase order for Tenant Property due to the termination of this Lease) and ▇▇▇▇▇▇’s Required Work. In the event of a termination of this Lease for any reason, Tenant shall pay to Landlord a portion of the Fixed Rent equal to eighteen cents per annum per rentable square foot for the Blocks which would have been payable by Tenant from the time of such termination through and including the original Expiration Date set forth in Section 1.03 (without giving effect to any extension of the Term pursuant to Article 9 hereof) had this Lease not terminated discounted to present value at nine percent (9%) per annum. Any payment required to be

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made under this Section 7.06 shall be paid by Tenant to Landlord on or before the date that such termination becomes effective; provided, that if Tenant claims that no payment is required to be paid by Tenant under this Section 7.06, Tenant shall so notify Landlord in Tenant’s termination notice. Any such payment (or notice that no such payment is required to be paid) shall be accompanied by invoices or other evidence reasonably satisfactory to Landlord establishing the amount of such payment or that no payment is due. If Landlord disputes the amount of any payment by Tenant under this Section 7.06 and it is subsequently determined that the amount so paid by ▇▇▇▇▇▇ was less than the amount due to Landlord hereunder, then the termination of this Lease as to the applicable space shall nevertheless be effective and Tenant shall pay to Landlord the amount of such underpayment together with interest at the Interest Rate from the date such amount was first due from Tenant through and including the date paid.

ARTICLE 8

Miscellaneous Provisions

8.01        Notice.  All notices, demands, consents, approvals, advises, waivers or other communications (each, a “Notice”) which may or are required to be given by either party to the other under this Lease shall be in writing and shall be sent (a) by United States Mail, certified or registered, postage prepaid, return receipt requested, or (b) by a nationally recognized overnight carrier (which provides for receipted delivery in the ordinary course of its business), in each case addressed to the party to be notified at the address for such party specified in the first paragraph of this Lease, or to such other place as the party to be notified may from time to time designate by at least five (5) days’ notice to the notifying party (with a copy, in the case of each Notice to Landlord, to Landlord’s Managing Attorney, c/o Olympia & York Companies (U.S.A.), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and with a copy, in the case of each Notice to Tenant, to (i) Warner Music Group, Inc., ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: Senior Vice President Business and Legal Affairs, (ii) Time Warner Inc., ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: Director of Real Estate Service, and (iii) ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇). Each notice shall be deemed to have been given on the second Business Day after such notice is deposited in the United States Mail or, in the case of delivery by a recognized overnight courier, on the Business Day after deposit (prior to its deadline for overnight delivery) with such overnight courier. Notices from Landlord or Tenant may be given by their respective attorneys and Notice by Landlord may be given by ▇▇▇▇▇▇▇▇’s managing agent, if any.

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8.02        Building Rules.  Tenant shall comply with, and Tenant shall cause the Tenant Group, including Tenant’s licensees, employees, contractors, agents and invitees to comply with, the rules of the Building set forth in Exhibit C, as the same may be reasonably modified or supplemented by Landlord from time to time for the safety, care and cleanliness of the Premises and the Building and for preservation of good order therein. If Tenant disputes the reasonableness of any such modification or supplement, Tenant shall, unless compliance will materially and adversely affect Tenant; nevertheless comply until the dispute is finally resolved in Tenant’s favor by arbitration in accordance with Section 9.03 or otherwise. Landlord shall not be obligated to enforce the rules of the Building against Tenant or any other tenant of the Building or any other party (unless Tenant is adversely affected with respect to Tenant’s use or occupancy of the Premises in any material respect and Tenant notifies Landlord thereof, specifying in reasonable detail the manner in which Tenant’s use or occupancy is being so adversely affected). Unless Landlord shall willfully fail to use reasonable efforts to so enforce said rules (and ▇▇▇▇▇▇’s use or occupancy of the Premises is adversely affected in any material respect by reason of such failure by Landlord, and Tenant notifies Landlord thereof, specifying in reasonable detail the manner in which Tenant’s use or occupancy is being so adversely affected), Landlord shall have no liability to Tenant by reason of the violation by any tenant or other party of the rules of the Building; provided, that Landlord shall not enforce the rules of the Building in a manner which discriminates against Tenant. If any rule of the Building shall conflict with any provision of this Lease, such provision of this Lease shall govern.

8.03        Severability.  If any term or provision of this Lease, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected, and each provision of this Lease shall be valid and shall be enforceable to the extent permitted by law.

8.04        Certain Definitions.  (a)  “Landlord” means only the owner, at the time in question, of the Building or that portion of the Building of which the Premises are a part, or of a lease of the Building or that portion of the Building of which the Premises are a part, so that in the event of any transfer or transfers of title to the Building or of Landlord’s interest in a lease of the Building or such portion of the Building, the transferor shall be and hereby is relieved and freed of all obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement, that such transferee has assumed all obligations of Landlord during the period it is the holder of Landlord’s interest under this Lease.

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(b)           “Landlord shall have no liability to Tenant” or words of similar import mean that Tenant is not entitled to terminate this Lease, or to claim actual or constructive eviction, partial, or total, or to receive any abatement or diminution of Rent, or to be relieved in any manner or any of its other obligations. under this Lease, or to be compensated for loss or injury suffered or to enforce any other right or kind of liability whatsoever against Landlord under or with respect to this Lease or with respect to Tenant’s use or occupancy of the Premises unless otherwise specifically provided in this Lease to the contrary.

8.05        Quiet Enjoyment.  Tenant shall and may peaceably and quietly have, hold and enjoy the Premises, subject to the other terms of this Lease and to Superior Leases and Superior Mortgages, provided, that Tenant pays the Fixed Rent and Additional Charges to be paid by Tenant within the time periods and grace periods provided for herein and performs all of Tenant’s covenants and agreements contained in this Lease.

8.06        Limitation of Landlord’s Personal Liability.  Tenant shall look solely to ▇▇▇▇▇▇▇▇’s interest in the Project for the recovery of any judgment against Landlord, and no other property or assets of Landlord or Landlord’s partners, officers, directors, shareholders or principals, direct or indirect, disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of ▇▇▇▇▇▇’s remedies under or with respect to this Lease. For purposes of the preceding sentence, “Landlord’s interest in the Project” shall be deemed to include proceeds of a sale (net of transaction costs), financing or refmancing (but only to the extent the proceeds of a sale, financing or refmancing exceed (i) the amount of any indebtedness that was paid with the proceeds of such sale, financing or refmancing plus (ii) all transaction costs associated with such sale or refmancing) of the Building or the Project (or any portion thereof), or of Landlord’s estate or interest therein, provided, that Tenant (A) shall have delivered a notice to Landlord asserting a claim for a breach of Landlord’s obligations under this Lease prior to the receipt by Landlord of such proceeds, (B) shall have commenced an appropriate proceeding against Landlord asserting such breach within six (6) months after the date such notice was delivered to Landlord and (C) shall be diligently prosecuting such claim to completion, and ▇▇▇▇▇▇ shall have the right to look to such proceeds only as to the subject matter of such action.

8.07        Counterclaims.  If Landlord commences any summary proceeding or action for nonpayment of Rent or to recover possession of the Premises, Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action, unless ▇▇▇▇▇▇’s failure to interpose such counterclaim in such proceeding or action would result in the waiver of Tenant’s right to bring such claim in a separate proceeding under applicable law.

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8.08        Survival.  Except as otherwise specifically provided in this Lease, all obligations and liabilities of Landlord or Tenant to the other which accrued before the expiration or other termination of this Lease and all such obligations and liabilities which by their nature or under the circumstances can only be, or by the provisions of this Lease may be, performed after such expiration or other termination, shall survive the expiration or other termination of this Lease. Without limiting the generality of the foregoing, the rights and obligations of the parties with respect to any indemnity under this Lease, and with respect to Tax Payments, Operating Payments and any other amounts payable under this Lease’, shall survive the expiration or other termination of this Lease except as otherwise specifically provided in this Lease.

8.09        Certain Remedies.  If Tenant requests ▇▇▇▇▇▇▇▇’s consent and Landlord fails or refuses to give such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that Tenant’s sole remedy shall be an action for specific performance or injunction, and that such remedy shall be available only in those cases where this Lease provides that Landlord shall not unreasonably withhold its consent. Tenant may submit any dispute as to the reasonableness of Landlord’s failure or refusal to give consent to be resolved by arbitration in accordance with Section 9.03 hereof. No dispute relating to this Lease or the relationship of Landlord and Tenant under this Lease shall be resolved by arbitration unless this Lease expressly provides for such dispute to be resolved by arbitration.