EX-10.8: LEASE

EXHIBIT 10.8

MAGNOLIA ASSOCIATES, LTD.

Landlord,

and

PZENA INVESTMENT MANAGEMENT, LLC,

Tenant.

LEASE

Premises:		Thirty-Fourth (34th) Floor
		120 West 45th Street
		New York, New York
		New York, New York
		Dated: February 4, 2003

TABLE OF CONTENTS

		Page
TABLE OF CONTENTS			i
LEASE			1
ARTICLE 1 BASIC LEASE PROVISIONS			1
ARTICLE 2 PREMISES; TERM; RENT			3
ARTICLE 3 USE AND OCCUPANCY			3
ARTICLE 4 CONDITION OF THE PREMISES			4
ARTICLE 5 ALTERATIONS			6
ARTICLE 6 FLOOR LOAD			10
ARTICLE 7 REPAIRS			10
ARTICLE 8 INCREASES IN REAL ESTATE TAXES AND OPERATING EXPENSES			11
ARTICLE 9 REQUIREMENTS OF LAW			17
ARTICLE 10 QUIET ENJOYMENT			19
ARTICLE 11 SUBORDINATION			19
ARTICLE 12 SERVICES			21
ARTICLE 13 INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT			25
ARTICLE 14 DESTRUCTION — FIRE OR OTHER CAUSE			27
ARTICLE 15 EMINENT DOMAIN			30
ARTICLE 16 ASSIGNMENT AND SUBLETTING			32
ARTICLE 17 ELECTRICITY			41
ARTICLE 18 ACCESS TO PREMISES			42
ARTICLE 19 DEFAULT			43
ARTICLE 20 REMEDIES AND DAMAGES			45

		Page
ARTICLE 21 LANDLORD’S RIGHT TO CURE; REIMBURSEMENT			47
ARTICLE 22 NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL			48
ARTICLE 23 END OF TERM			49
ARTICLE 24 NO SURRENDER; NO WAIVER			50
ARTICLE 25 WAIVER OF TRIAL BY JURY			51
ARTICLE 26 Intentionally Omitted			51
ARTICLE 27 NOTICES			51
ARTICLE 28 RULES AND REGULATIONS			52
ARTICLE 29 PARTNERSHIP TENANT			52
ARTICLE 30 VAULT SPACE			53
ARTICLE 31 BROKERS			53
ARTICLE 32 INDEMNITY			54
ARTICLE 33 TAX STATUS OF BENEFICIAL OWNERS			55
ARTICLE 34 SECURITY DEPOSIT			55
ARTICLE 35 MISCELLANEOUS			58
ARTICLE 36 RENEWAL TERM			61
ARTICLE 37 ARBITRATION			62

EXHIBIT A            FLOOR PLAN

EXHIBIT B            DEFINITIONS

EXHIBIT C            INTENTIONALLY OMITTED

EXHIBIT D            LANDLORD’S WORK

EXHIBIT E            RULES AND REGULATIONS

EXHIBIT F            HEATING, VENTILATION AND AIR CONDITIONING SPECIFICATIONS

EXHIBIT G            CLEANING SPECIFICATIONS

EXHIBIT H            FORM LETTER OF CREDIT

EXHIBIT I              PLANS

LEASE

          THIS LEASE is made as of the 4th day of February, 2003, between MAGNOLIA ASSOCIATES, LTD., a Florida limited partnership, having an office at c/o Reckson Associates Realty Corp., 1350 Avenue of the Americas, New York, New York 10019 (“Landlord”), and PZENA INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company, having an office at 830 Third Avenue, Fourteenth Floor, New York, New York 10022 (“Tenant”).

          Landlord and Tenant hereby covenant and agree as follows:

ARTICLE 1

BASIC LEASE PROVISIONS

PREMISES		The thirty-fourth (34th) Floor of the Building, substantially as shown on Exhibit A, which Landlord and Tenant agrees contains 11,858 rentable square feet.
BUILDING		The building, fixtures, equipment and other improvements and appurtenances now located or hereafter erected, located or placed upon the land known as 120 West 45th Street, New York, New York.
COMMENCEMENT DATE		The date of this Lease.
RENT COMMENCEMENT DATE		The date four (4) months after the Substantial Completion Date (subject, however, to the provisions of Section D of Exhibit D).
EXPIRATION DATE		The last day of the calendar month in which the day preceding the tenth (10th) anniversary of the Rent Commencement Date occurs, or if the term of this Lease shall be extended in accordance with any express provision of this Lease, the last day of any renewal or extended term.
TERM		The period commencing on the Commencement Date and ending on the Expiration Date.
PERMITTED USES		Executive and general offices, provided that any areas designated on Exhibit A as bathroom, utility or storage areas shall be used only for those respective purposes, and provided that in no event shall any Prohibited Use be included as a Permitted Use.

BASE TAXES		The average of (i) the Taxes for the Tax Year commencing July 1, 2002 and ending on June 30, 2003, and (ii) the Taxes for the Tax Year commencing July 1, 2003 and ending on June 30, 2004.
BASE OPERATING YEAR		The Computation Year commencing on January 1, 2003 and ending on December 31, 2003.
TENANT’S AREA		11,858 rentable square feet.
TENANT’S PROPORTIONATE SHARE		2.67% for Taxes and 2.78% for Operating Expenses (which Landlord and Tenant stipulate and agree is based on the Premises containing 11,858 rentable square feet and the Building containing 444,255 rentable square feet for purposes of computing Taxes and 426,960 rentable square feet for purposes of computing Operating Expenses.
FIXED RENT		(i) Five Hundred Ninety Two Thousand Nine Hundred Dollars ($592,900.00) per annum ($49,408.33 per month) for the period from the Rent Commencement Date through the day immediately preceding the fifth anniversary of the Rent Commencement Date; and (ii) Six Hundred Forty Thousand Three Hundred Thirty-Two Dollars ($640,332.00) per annum ($53,361.00 per month) for the period commencing on the fifth anniversary of the Rent Commencement Date through the Expiration Date.
ADDITIONAL RENT		All sums other than Fixed Rent payable by Tenant to Landlord under this Lease, including Tenant’s Tax Payment and Tenant’s Operating Payment (as required pursuant to Article 8), late charges, overtime or excess service charges, and interest and other costs related to Tenant’s failure to perform any of its obligations under this Lease.
RENT		Fixed Rent and Additional Rent, collectively.
SECURITY DEPOSIT		$592,900.00, subject to reduction as provided in Section 34.5.
LANDLORD’S AGENT		Any Person designated by Landlord from time to time as Landlord’s agent for purposes of managing the Real Property.

LANDLORD’S CONTRIBUTION		Seven Hundred Eleven Thousand Four Hundred Eighty Dollars ($711,480.00).

All capitalized terms used in the text of this Lease without definition are defined in this Article 1 or in Exhibit B.

ARTICLE 2

PREMISES; TERM; RENT

     Section 2.1 Lease of Premises. Subject to the terms of this Lease, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term.

     Section 2.2 Payment of Rent. Tenant shall pay to Landlord, without notice or demand, and without any set-off, counterclaim, abatement or deduction whatsoever, except as may be expressly set forth in this Lease, in lawful money of the United States, by check or money order drawn on a bank which clears through the New York Clearinghouse Association or Federal Reserve Bank of New York or other bank reasonably approved by Landlord: (i) Fixed Rent in equal monthly installments, in advance, on the first day of each calendar month during the Term, commencing on the Rent Commencement Date, (ii) Additional Rent, at the times and in the manner set forth in this Lease, and (iii) electricity charges due under Article 17, on the first day of each calendar month during the term commencing on the Commencement Date.

     Section 2.3 First Month’s Rent. Tenant shall pay one (1) month’s Fixed Rent upon the execution and delivery of this Lease. If the Rent Commencement Date is on the first day of a month, such payment shall be credited towards such month’s Fixed Rent payment. If the Rent Commencement Date is not the first day of a month, then on the Rent Commencement Date Tenant shall pay Fixed Rent for the period (the “Partial Month”) from the Rent Commencement Date through the last day of such month, and the payment made by Tenant on the date of execution and delivery of this Lease shall be credited towards Fixed Rent for the next succeeding calendar month.

ARTICLE 3

USE AND OCCUPANCY

     Section 3.1 Permitted Uses. (a) Tenant shall use and occupy the Premises for the Permitted Uses and for no other purpose. Tenant shall not use or occupy or suffer the use or occupancy of any part of the Premises in a manner constituting a Prohibited Use. If Tenant uses or suffers the use of the Premises for a purpose which constitutes a Prohibited Use or violates any Requirements, or which causes the Building to be in violation of any Requirements, then Tenant shall promptly discontinue such use upon notice of such violation.

          (b) Licenses and Permits. Tenant, at its expense, shall obtain and at all times maintain and comply with the terms and conditions of all licenses and permits required for the lawful conduct of the Permitted Uses in the Premises.

     Section 3.2 Delivery of Premises. Landlord shall be deemed to have delivered possession of the Premises to Tenant, and Tenant shall be deemed to have accepted possession of the Premises, immediately upon the Commencement Date. The provisions of this Article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Requirements. Acceptance of possession of the Premises by Tenant as herein provided shall not obviate, waive or otherwise affect Landlord’s obligation to perform Landlord’s Work as provided in this Lease.

     Section 3.3 Use of Building Name. Neither Tenant nor any occupant of the Premises shall use the name of the Building or the name of the entity for which the Building is named or designated by Landlord or any part or abbreviation (including initials) of any such name, except in a conventional manner, and without emphasis or display, as a part of Tenant’s or such permitted occupant’s business address.

ARTICLE 4

CONDITION OF THE PREMISES

     Section 4.1 Condition. Tenant has inspected the Premises and agrees (i) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, subject, however, to Landlord’s obligation to perform Landlord’s Work as provided in this Lease, (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Building except as expressly set forth herein, and (iii) except for the work set forth on Exhibit D to this Lease (“Landlord’s Work”), Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy. Tenant’s occupancy of any part of the Premises shall be conclusive evidence, as against Tenant, that (A) Landlord has Substantially Completed Landlord’s Work, (B) Tenant has accepted possession of the Premises in their then current condition, and (C) the Premises and the Building are in a good and satisfactory condition as required by this Lease. Not later than five (5) Business Days after the date that Landlord has Substantially Completed Landlord’s Work, Tenant shall deliver to Landlord written notice of all items, which Tenant claims to be Punch-List Items (hereinafter defined). Landlord shall complete and perform all Punch-List Items within a reasonable period after the date Landlord has Substantially Completed Landlord’s Work (subject, however, to Unavoidable Delay, including Tenant Delay).

     Section 4.2 Performance of Landlord’s Work. Provided this Lease shall be in full force and effect and no Event of Default then exists, Landlord shall perform Landlord’s Work in accordance with the provisions of this Article 4 and Exhibit D hereto. Tenant shall not interfere with the performance of Landlord’s Work by Landlord, its employees, agents, contractors, subcontractors and suppliers, and Tenant at all times shall fully and freely cooperate with Landlord, its employees, agents, contractors, subcontractors and suppliers in connection with the

performance of Landlord’s Work. To the extent that in the performance of Landlord’s Work there shall be issued, by any contractor, subcontractor or supplier, any warranty or guaranty, then Landlord, at Landlord’s option, shall either (i) use reasonable efforts (without being required to incur any cost or expense, or to commence or continue any suit, action or proceeding), to obtain the benefits of such warranties and guaranties for Tenant, or (ii) to the extent assignable, and without representation or warranty by Landlord, and without recourse to Landlord, assign such warranties and guaranties to Tenant; provided that in either case Landlord in no way shall be liable or obligated in connection with any such warranties or guaranties, or the issuance or non-issuance thereof, or the performance or non-performance thereof by or on behalf of the issuer thereof.

     Section 4.3 Landlord’s Work In connection with the performance of Landlord’s Work, as set forth in Section 4.2 hereof, Tenant shall provide Landlord with access at all times to all portions of the Premises. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be subject to any liability and/or penalty whatsoever as a result of any delays in connection with the performance of Landlord’s Work which result from Unavoidable Delay, including, without limitation, Tenant Delay.

     Section 4.4 Landlord’s Contribution. Provided this Lease shall be in full force and effect and that no Event of Default shall have occurred and be continuing, Landlord agrees to pay Landlord’s Contribution toward the cost of the Landlord’s Work. Tenant shall pay any and all costs of Landlord’s Work (including both “hard costs,” such as costs of construction labor and materials, and “soft costs”, such as costs of obtaining permits and approvals, and inspection, architectural and engineering costs), in excess of Landlord’s Contribution in accordance with the terms and conditions set forth herein and in Exhibit D. Landlord’s Contribution shall be payable solely on account of work related to the Landlord’s Work (including, without limitation, (i) actual architectural, consulting and engineering fees and costs incurred by Tenant in connection therewith and (ii) costs of electricity and other utilities incurred in connection therewith) except as otherwise specifically provided in this Lease. Tenant shall not be entitled to receive any portion of Landlord’s Contribution not actually expended in the performance of the Landlord’s Work in accordance with Exhibit D, nor shall Tenant have any right to apply any unexpended portion of Landlord’s Contribution as a credit against Fixed Rent, Additional Rent or any other obligation of Tenant under this Lease; provided, however (and subject to the first sentence of this Section 4.4), that if, after payment of all costs of Landlord’s Work and the costs set forth in Section 12.9(c), there shall be any unexpended balance of Landlord’s Contribution, then such balance shall be applied to reimburse Tenant for costs incurred by Tenant for installing Tenant’s initial telecommunications and computer data wiring and initial built-in furniture in the Premises, provided that Tenant provides to Landlord, not later than sixty (60) days after the Substantial Completion Date (as hereinafter defined) (with TIME OF THE ESSENCE), a request for such reimbursement accompanied by evidence reasonably satisfactory to Landlord substantiating that such work has been performed and completed and that such costs actually have been incurred and paid by Tenant; but Tenant shall pay the costs for such wiring and built-in furniture to the extent that the unexpended balance of Landlord’s Contribution (if any), after payment of the costs and expenses to which said Landlord’s Contribution otherwise is to be applied, including the costs set forth in Section 12.9(c), shall be insufficient therefor. Such reimbursement out of

the unexpended balance of Landlord’s Contribution shall be provided by Landlord to Tenant not later than thirty (30) days after request by Tenant for such reimbursement made as and when provided herein, accompanied by such substantiating evidence.

ARTICLE 5

ALTERATIONS

     Section 5.1 (a) Tenant’s Alterations. Tenant shall not make any alterations, additions or other physical changes in or about the Premises (collectively, “Alterations”), other than decorative Alterations such as painting, wall coverings and floor coverings (collectively, “Decorative Alterations”), without Landlord’s prior consent, which may be withheld in Landlord’s sole discretion. Landlord will not unreasonably withhold, delay or condition its consent to Alterations so long as such Alterations (i) are non-structural and do not affect the Building Systems, (ii) are performed only by Landlord’s designated contractors or by contractors approved by Landlord to perform such Alterations, (iii) affect only the Premises and are not visible from outside of the Premises or the Building, (iv) do not affect the certificate of occupancy issued for the Building or the Premises, (v) are consistent with the design, construction and equipment of the Building, and (vi) do not adversely affect any service furnished by Landlord in connection with the operation of the Building.

          (b) Plans and Specifications. Prior to making any Alterations, Tenant, at its expense, shall (i) submit to Landlord for its approval, detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing, sprinkler and structural construction drawings using the AutoCAD Computer Assisted Drafting and Design System, Version 12 or later of each proposed Alteration (other than Decorative Alterations), and with respect to any Alteration affecting any Building System, Tenant shall submit proof that the Alteration has been designed by, or reviewed and approved by, Landlord’s designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and comprehensive public liability (including property damage coverage) insurance, all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming as additional insureds Landlord, Landlord’s Affiliates and subsidiaries now or hereafter existing, Landlord’s managing agent, if any, Landlord’s leasing agent, if any, and all Mortgagees and Lessors, and their respective successors and assigns, now or hereafter existing and (provided that Tenant shall not be required to bear any additional expense in connection therewith) all other Indemnitees and any other parties designated by Landlord as additional insureds, as well as Builder’s Risk coverage which satisfies the requirements of Section 13.1(a)(iii), (iv) furnish to Landlord such other evidence of Tenant’s ability to complete and to fully pay for such Alterations (other than Decorative Alterations) as is reasonably satisfactory to Landlord. Upon Tenant’s request, Landlord shall reasonably cooperate with Tenant in obtaining any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (if the provisions of the applicable Requirements require that Landlord join in such application),

provided that Tenant shall reimburse Landlord for any cost, expense or liability in connection therewith. Tenant shall give Landlord not less than three (3) Business Days’ notice prior to performing any Decorative Alteration, which notice shall contain a description of such Decorative Alteration.

          (c) Governmental Approvals; Plans. Upon completion of any Alterations, Tenant, at its expense, shall promptly obtain certificates of final approval of such Alterations required by any Governmental Authority, and shall furnish Landlord with copies thereof, together with “as-built” plans and specifications for such Alterations (other than Decorative Alterations) prepared on the AutoCAD Computer Assisted Drafting and Design System, Version 12 or later (or such other system or medium as Landlord reasonably may accept), using naming conventions issued by the American Institute of Architects in June, 1990 (or such other naming convention as Landlord may accept) and magnetic computer media of such record drawings and specifications, translated into DXF format or another format reasonably acceptable to Landlord.

     Section 5.2 Manner and Quality of Alterations. All Alterations shall be performed (i) in a good and workmanlike manner and free from defects, (ii) in accordance with the plans and specifications as required under Section 5.1, and by contractors, approved by Landlord, (iii) under the supervision of a licensed architect reasonably satisfactory to Landlord (other than Decorative Alterations), and (iv) in compliance with all Requirements, the terms of this Lease, all procedures and regulations then prescribed by Landlord for work performed in the Building, and the Rules and Regulations. All materials and equipment to be used in the Premises shall be of first quality and at least equal to the applicable standards for the Building then established by Landlord, and no such materials or equipment shall be subject to any lien or other encumbrance.

     Section 5.3 Removal of Tenant’s Property. All Building Standard Installations (as defined in Article 13 of this Lease) shall be the property of Landlord and shall not be removed by Tenant without the prior approval of Landlord. All Above Building Standard Installations (as defined in Article 14 of this Lease) and Tenant’s Property shall be and, except as hereinafter provided, shall remain the property of Tenant. On or prior to the Expiration Date or sooner termination of the Term, Tenant shall, at Tenant’s expense, remove all of Tenant’s Property and, unless otherwise directed by Landlord: (i) close up any slab penetrations in the Premises and (ii) remove any Alterations which are not standard office installations, including kitchen facilities, raised floors, internal stairways, vaults, private lavatories, libraries, vertical transportation systems, reinforced floor areas, and supplemental air-conditioning systems (collectively, “Specialty Alterations”) (all Specialty Alterations shall be deemed to be Above Building Standard Installations for all purposes of this Lease). At least thirty (30) days prior to commencing the removal of any Specialty Alterations or the closing of any slab penetrations, Tenant shall notify Landlord of its intention to remove such Specialty Alterations or effect such closings, and if Landlord notifies Tenant within such thirty (30) day period, Tenant shall not remove such Specialty Alterations or close such slab penetrations, and the Specialty Alterations not so removed shall become the property of Landlord upon the Expiration Date or sooner termination of the Term. Tenant shall repair and restore, in a good and workmanlike manner, any damage to the Premises or the Building caused by Tenant’s removal of any Alterations or Tenant’s Property, or by the closing of any slab penetrations, and if Tenant fails to do so, Tenant

shall reimburse Landlord, on demand, for Landlord’s actual cost of repairing and restoring such damage. Any Above Building Standard Installations or Tenant’s Property not removed on or before the Expiration Date or sooner termination of the Term shall be deemed abandoned and Landlord may either retain the same as Landlord’s property or remove and dispose of same without accountability to Tenant, and repair and restore any damage caused thereby, at Tenant’s cost. Simultaneously with submitting to Landlord any Alteration Plans for proposed Specialty Alterations, Tenant may submit to Landlord a notice in writing (using bold letters) requesting Landlord to notify Tenant whether Landlord shall require Tenant, at the Expiration Date or sooner termination of this Lease, to remove the specified Specialty Alterations depicted in such Alteration Plans and restore the Premises as provided in this Section 5.3 (an “Alteration Removal Request”). If Tenant fails to so submit such Alteration Removal Request, and if the Specialty Alterations are in fact made (it being agreed that such Specialty Alterations shall be subject to the terms and provisions of this Lease), Landlord shall have the option to require Tenant, at the Expiration Date or sooner termination of the Term, to remove all or any of the Specialty Alterations shown on such Alteration Plans and to restore the Premises as provided in this Section 5.3. If Landlord does not respond to the Alteration Removal Request within five (5) Business Days, then as Tenant’s sole remedy Tenant shall have the right to provide Landlord with a second Alteration Removal Request (a “Second Alteration Removal Request”), which shall specifically identify the Specialty Alterations to which such request relates, and set forth in bold capital letters the following statement: IF LANDLORD FAILS TO RESPOND WITHIN 5 BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, TENANT SHALL NOT BE REQUIRED, AT THE EXPIRATON OR SOONER TERMINATION OF THE TERM OF THE LEASE, TO REMOVE THE SPECIFIED ALTERATIONS OR RESTORE THE PREMISES AS PROVIDED IN SECTION 5.3 OF THE LEASE. If Landlord shall respond to the Alteration Removal Request or a Second Alteration Removal Request, Landlord shall state in such response whether or not Tenant shall be required, at the Expiration Date or sooner termination of this Lease, to remove such Specialty Alterations and restore the Premises as provided in this Section 5.3. If Landlord fails to respond to a Second Alteration Removal Request within five (5) Business Days after receipt of same by Landlord, then as Tenant’s sole remedy Landlord shall be deemed to have agreed that Tenant shall not be required to remove the specified Specialty Alterations or restore the Premises at the Expiration Date or sooner termination of this Lease as provided in provided this Section 5.3. If Landlord, in a timely manner, shall respond to an Alteration Removal Request or a Second Alteration Removal Request, then Tenant’s obligations to remove such Specialty Alterations and restore the Premises as provided in this Section 5.3 shall be as set forth in Landlord’s response. Nothing in this Section 5.3, and no response (or lack of response) by Landlord to any Alteration Removal Request or Second Alteration Removal Request, shall affect, waive or reduce Tenant’s repair and/or maintenance obligations as otherwise set forth in this Lease.

     Section 5.4 Mechanic’s Liens. Tenant, at its expense, shall discharge any lien or charge filed against the Premises, the Building or the Real Property in connection with any work claimed or determined in good faith by Landlord to have been done by or on behalf of, or materials claimed or determined in good faith by Landlord to have been furnished to, Tenant, within thirty (30) days after Tenant’s receipt of notice thereof by payment, filing the bond required by law or otherwise in accordance with law.

     Section 5.5 Labor Relations. Tenant shall not employ, or permit the employment of, any contractor or laborer, or permit any materials to be delivered to or used in the Building, if, in Landlord’s sole judgment, such employment, delivery or use will interfere or cause any conflict or disharmony with other contractors or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or the use and enjoyment of the Building by other tenants or occupants. In the event of such interference, conflict or disharmony, upon Landlord’s request, Tenant shall cause all contractors or laborers causing such interference or conflict to leave the Building immediately.

     Section 5.6 Tenant’s Costs. Tenant shall pay to Landlord or its designee, within ten (10) Business Days after demand, all out-of-pocket costs actually incurred by Landlord in connection with Tenant’s Alterations, including costs incurred in connection with (i) Landlord’s review of the Alterations (including review of requests for approval thereof), and (ii) the provision of Building personnel during the performance of any Alterations required by trade union policy or otherwise, to operate elevators or otherwise to facilitate Tenant’s Alterations.

     Section 5.7 Tenant’s Equipment. Tenant shall not move any heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior consent (which consent shall not be unreasonably withheld, delayed or conditioned) and payment to Landlord of Landlord’s reasonable charges in connection therewith. If any such machinery, equipment or other items require special handling, Tenant agrees (i) to employ only persons holding a Master Rigger’s License to perform such work, and (ii) such work shall be done only during hours designated by Landlord.

     Section 5.8 Legal Compliance. The approval of plans or specifications, or the consent by Landlord to the making of any Alterations, does not constitute Landlord’s agreement or representation that such plans, specifications or Alterations comply with any Requirements or the certificate of occupancy issued for the Building. Landlord shall have no liability to Tenant or any other party in connection with Landlord’s approval of plans and specifications for any Alterations, or Landlord’s consent to Tenant’s performing any Alterations. If, as the result of any Alterations made by or on behalf of Tenant, Landlord is required to make any alterations or improvements to any part of the Building in order to comply with any Requirements, whether or not in the Premises, Tenant shall pay all costs and expenses incurred by Landlord in connection with such alterations or improvements as provided in Article 21.

     Section 5.9 Landlord’s Reasonable Cooperation. Provided Tenant shall at times be in compliance with its agreements and obligations under this Lease, and subject to the terms and provisions of this Lease, including, without limitation, the provisions of this Article 5, Landlord, at Tenant’s sole cost and expense, shall provide reasonable cooperation to Tenant in connection with the performance of Alterations by Tenant to which Landlord has consented, or which Tenant has a right to perform under the provisions of this Lease without the consent of Landlord, provided that Landlord shall not be obligated to incur any liability, expense, cost or obligation in connection therewith.

ARTICLE 6

FLOOR LOAD

     Tenant shall not place a load upon any floor of the Premises that exceeds 50 pounds per square foot. Landlord reserves the right to reasonably designate the position of all heavy machinery, equipment and fixtures which Tenant wishes to place within the Premises, and to place limitations on the weight thereof, in accordance with the Rules and Regulations.

ARTICLE 7

REPAIRS

     Section 7.1 Landlord’s Repair and Maintenance. Landlord shall operate, maintain and, except as provided in Section 7.2 hereof, make all necessary repairs (both structural and nonstructural) to (i) the Building Systems, (ii) the public portions of the Building, and (iii) the structural elements of the Building, both exterior and interior, including the roof, foundation and curtain wall (including the windows which comprise components thereof), in conformance with standards applicable to first-class office buildings of comparable age and quality in midtown Manhattan.

     Section 7.2 Tenant’s Repair and Maintenance. Tenant shall promptly, at its expense and in compliance with Article 5 of this Lease, (i) make all nonstructural repairs to the Premises and the fixtures, equipment and appurtenances therein (to the extent not required to be made by Landlord pursuant to Section 7.1) as and when needed to preserve the Premises in good working order and condition, except for reasonable wear and tear and damage for which Tenant is not responsible pursuant to this Lease, and (ii) replace (or, to the extent practical and consistent with the esthetic standards of the Building, repair) damaged doors, signs and glass (other than exterior window glass) in and about the Premises. Without limiting the foregoing but subject to the provisions of Section 13.2, all damage to the Premises or to any other part of the Building, or to any fixtures, equipment, sprinkler system and/or appurtenances thereof, whether requiring structural or nonstructural repairs, caused by or resulting from any act, omission, neglect or improper conduct of, or Alterations made by, or the moving of Tenant’s fixtures, furniture or equipment, including machinery and heavy equipment, into, within or out of the Premises by any Tenant Party, shall be repaired at Tenant’s expense. Such repairs shall be made by (A) Tenant, at Tenant’s expense if the required repairs are nonstructural in nature and do not affect any Building System or any portion of the Building outside of the Premises, or (B) Landlord, at Tenant’s expense, if the required repairs are structural in nature, involve replacement of exterior window glass (if damaged by any Tenant Party), or affect any Building System or any portion of the Building outside of the Premises. Tenant shall give Landlord reasonably prompt notice of any defective condition of which Tenant is aware in any structural element or any Building System located in, servicing or passing through the Premises. All Tenant repairs shall be of a quality at least equal to the original work or construction using new construction materials, and shall be made in accordance with this Lease. If Tenant fails to proceed with due diligence to make any repairs required to be made by Tenant, Landlord may make such repairs, and all actual

costs and expenses incurred by Landlord in connection therewith shall be paid by Tenant as provided in Article 21.

     Section 7.3 Interruptions Due to Repairs. Landlord reserves the right to make all changes, alterations, additions, improvements, repairs or replacements to the Building, including the Building Systems which provide services to Tenant, as Landlord deems necessary or desirable, provided that in no event shall the level of any Building service decrease in any material respect from the level required of Landlord in this Lease as a result thereof (other than temporary changes in the level of such services during the performance of any such work by Landlord), nor shall there be a denial of Tenant’s access to the Premises. Landlord shall use reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises during the making of such changes, alterations, additions, improvements, repairs or replacements, provided that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates or to incur any other overtime costs or additional expenses whatsoever, unless Tenant shall bear and pay in full such overtime or premium pay rates, overtime costs, and other additional expenses, to the extent same exceed Landlord’s ordinary, non-overtime, non-premium pay rates, costs and expenses. There shall be no Rent abatement or allowance to Tenant for a diminution of rental value, no actual or constructive eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under this Lease, and no liability on the part of Landlord, by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making, or failing to make, any repairs, alterations, additions or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances or equipment therein; provided, however, that Landlord shall be responsible for repairing any damage to the Premises to the extent actually caused by Landlord, its employees or contractors, in connection with the performance by Landlord of any repairs, alterations, additions or improvements as provided herein.

ARTICLE 8

INCREASES IN REAL ESTATE TAXES AND OPERATING EXPENSES

     Section 8.1 Definitions. As used in this Article:

          (a) “Base Expenses” means the Operating Expenses payable for the Base Operating Year.

          (b) Intentionally omitted

          (c) “Computation Year” means each calendar year in which any part of the Term occurs and, in the case of a termination of this Lease pursuant to Article 19, in which any part of the Term would have occurred except for such termination.

          (d) “Landlord’s Statement” means an instrument or instruments containing a comparison of one or both of (i) the Base Taxes and the Taxes for any Tax Year, and (ii) the Base Expenses and the Operating Expenses for any Computation Year.

          (e) “Operating Expenses” means the costs and expenses (and taxes, if any, thereon) paid or incurred by or on behalf of Landlord and/or its Affiliates with respect to the ownership, operation, maintenance and repair of the Real Property, including the costs incurred for (i) air conditioning, ventilation, and heating; (ii) interior and exterior cleaning and rubbish removal; (iii) window washing; (iv) elevators and escalators; (v) hand tools and other movable equipment; (vi) porter service; (vii) electricity, gas, oil, steam, water rates, sewer rents and other utilities; (viii) association fees and dues; (ix) insurance premiums; (x) supplies; (xi) wages, salaries, disability benefits, pensions, hospitalization, retirement plans, severance packages and group insurance for employees of Landlord, up to and including the level of building managers and their immediate supervisors, (xii) uniforms and working clothes for such employees and the cleaning thereof; (xiii) expenses imposed pursuant to any collective bargaining agreement with respect to such employees; (xiv) payroll, social security, unemployment and other similar taxes with respect to such employees; (xv) sales, use and similar taxes; (xvi) vault charges; (xvii) franchise and license fees; (xviii) charges of independent contractors performing work in connection with the operation, maintenance and repair of the Real Property; (xix) legal, accounting and other professional fees; (xx) installation, operation and maintenance of holiday decorations; (xxi) landscaping costs; (xxii) management fees; (xxiii) the annual depreciation or amortization, on a straight-line basis over such period as shall be appropriate under generally acceptable accounting principals (with interest on the unamortized portion at the Base Rate plus 2 percent per annum), of any capital costs incurred after the Base Operating Year for any equipment, device or other improvement made or acquired (provided, however, that capital costs incurred in order to comply with Requirements shall be includable only to the extent required by Requirements which are enacted or imposed after the date of this Lease, or any modification, amendment or re-interpretation of currently existing Requirements); and (xxiv) protection and security services.

          (f) Operating Expenses shall not include (1) Taxes (including without limitation legal fees included in the definition of Taxes), special assessments and franchise, income or any other taxes imposed upon or measured by the income or profits of Landlord; (2) except for depreciation and amortization specifically included in Operating Expenses as provided above, the costs of all items which should be capitalized in accordance with generally accepted accounting practices; (3) the costs of all services furnished to any other tenant of the Building on a “rent inclusion” basis which are not provided to Tenant on such basis; (4) the costs of all work or services performed for any tenant in the Building (including Tenant) at such tenant’s cost and expense; (5) mortgage amortization and interest; (6) leasing commissions; (7) allowances, concessions and other costs of tenant installations and decorations incurred in connection with preparing space for any tenant in the Real Property, including workletters and concessions; (8) rent payable under Superior Leases, if any; (9) wages, salaries and benefits paid to any employees of Landlord and Landlord’s Agent, above the level of the immediate supervisors of building managers; (10) legal and accounting fees relating to (i) disputes or negotiations with tenants, prospective tenants or other occupants of the Real Property, (ii) disputes or negotiations with purchasers, prospective purchasers, mortgagees or prospective mortgagees of the Building or any part thereof, or (iii) negotiations of leases, contracts of sale or mortgages; (11) costs which are reimbursed by insurance, warranty or condemnation proceeds, or which are reimbursable by Tenant or other tenants or any other Person other than pursuant to an expense escalation clause;

(12) costs in the nature of penalties or fines; (13) the costs of all services, supplies and repairs paid to any Affiliate or subsidiary of Landlord or Landlord’s Agent materially in excess of the costs that would be payable in an “arm’s length” or unrelated situation; (14) advertising expenses in connection with leasing of the Real Property; (15) the costs of installing, operating and maintaining a specialty improvement, such as a cafeteria, lodging or private dining facility, or an athletic, luncheon or recreational club, unless Tenant is permitted to make use of any such facility without additional cost or on a subsidized basis consistent with other users; (16) the costs or expenses (including fines, interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating Expenses or Taxes; and (17) the costs incurred in connection with the removal, encapsulation or other treatment of any Hazardous Materials classified as such and existing in the Premises as of the date hereof and required to be removed, encapsulated or treated under applicable Requirements in effect as of the date hereof.

          (g) “Taxes” means the taxes and assessments imposed upon the Real Property, including assessments made as a result of the Real Property or any part thereof being within a business improvement district, other than any interest or penalties imposed in connection therewith, and all expenses, including fees and disbursements of counsel and experts, reasonably incurred by Landlord in connection with any application for a reduction in the assessed valuation for the Real Property or for a judicial review thereof (but in no event shall such expenses be included in Base Taxes). If due to a future change in the method of taxation any franchise, income, profit or other tax shall be levied in substitution in whole or in part for or in lieu of any tax which would otherwise constitute a Tax, such franchise, income, profit or other tax shall be deemed to be a Tax for the purposes of this Lease. Interest or penalties incurred by Landlord as a result of Landlord’s late payment of Taxes shall not be included in “Taxes.” “Taxes” shall also include any occupancy or rent tax now in effect or hereafter enacted and applicable to Tenant’s occupancy of the Premises imposed upon Landlord or payable by Landlord.

          (h) “Tax Year” means the twelve (12) month period commencing July 1 of each year, or such other twelve (12) month period as may be duly adopted as the fiscal year for real estate tax purposes by the City of New York.

     Section 8.2 Tax Payments. (a) If the Taxes for any Tax Year exceed the Base Taxes, Tenant shall pay to Landlord, as Additional Rent with respect to such Tax Year, an amount (“Tenant’s Tax Payment”) equal to Tenant’s Proportionate Share of the amount by which the Taxes for such Tax Year exceed the Base Taxes. Landlord shall furnish to Tenant, prior to the commencement of each Tax Year, a Landlord’s Statement setting forth Landlord’s estimate of Tenant’s Tax Payment for such Tax Year. Tenant shall pay to Landlord on the first day of the June preceding such Tax Year and the first day of December of such Tax Year (each a “Payment Date”) of such Tax Year, an amount equal to one-half (2) of Landlord’s estimate of Tenant’s Tax Payment for such Tax Year. If Landlord shall not furnish any such estimate for a Tax Year or if Landlord shall furnish any such estimate for a Tax Year subsequent to the commencement thereof, then (x) until the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall pay to Landlord on each Payment Date, an amount equal to the amount due from Tenant on the immediately preceding Payment Date; (y) after such estimate is furnished to Tenant, if any Tenant’s Tax Payment previously made was greater or less than the

Tenant’s Tax Payment to be made in accordance with such estimate, then (1) if there is a deficiency, Tenant shall pay the amount thereof to Landlord within ten (10) Business Days after such estimate is furnished to Tenant, or (2) if there is an overpayment, Landlord shall credit such overpayment against subsequent installments of Rent, unless the Term has expired, in which event Landlord shall refund such overpayment to Tenant within thirty (30) days after the issuance of such estimate, provided that if Tenant is in default under this Lease and there are amounts due and payable to Landlord hereunder, then Landlord shall refund such overpayment to Tenant to the extent in excess of any amounts claimed to be in default hereunder within such thirty (30) day period and once all defaults under this Lease are cured and there are no amounts due and payable to Landlord hereunder, Landlord shall refund any remaining portion of such overpayment to Tenant within thirty (30) days; and (z) on the first Payment Date following the date on which such estimate is furnished to Tenant, Tenant shall make the Tenant’s Tax Payment in accordance with the terms set forth above. Landlord may, during each Tax Year, furnish to Tenant a revised Landlord’s Statement of Landlord’s good faith estimate of Tenant’s Tax Payment for such Tax Year, and in such case, Tenant’s Tax Payment for such Tax Year shall be adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. After the end of each Tax Year, Landlord shall furnish to Tenant a Landlord’s Statement of Taxes for such Tax Year, and (A) if such Landlord’s Statement shall show that the sums so paid by Tenant were less than Tenant’s Tax Payment for such Tax Year, Tenant shall pay to Landlord the amount of such deficiency in Tenant’s Tax Payment within ten (10) Business Days after such Landlord’s Statement is furnished to Tenant, or (B) if such Landlord’s Statement shall show that the sums so paid by Tenant were more than Tenant’s Tax Payment for such Tax Year, Landlord shall credit such overpayment in Tenant’s Tax Payment against subsequent installments of Rent payable by Tenant, unless the Term has expired, in which event Landlord shall refund such overpayment to Tenant within thirty (30) days after the issuance of such Landlord’s Statement, provided that if Tenant is in default under this Lease and there are amounts due and payable to Landlord hereunder, then Landlord shall refund such overpayment to Tenant to the extent in excess of any amounts claimed to be in default hereunder within such thirty (30) day period and once all defaults under this Lease are cured and there are no amounts due and payable to Landlord hereunder, Landlord shall refund any remaining portion of such overpayment to Tenant within thirty (30) days. If there shall be any increases 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, whether during or after such Tax Year, Tenant’s Tax Payment for such Tax Year shall be appropriately adjusted and any deficiencies paid or overpayments credited, as the case may be, substantially in the same manner as provided in the preceding sentence. If the Base Taxes are reduced at any time during the Term as a result of a reassessment or otherwise, then Tenant shall pay to Landlord, within ten (10) days of Tenant’s receipt of written notice from Landlord of such reduction, an amount equal to the difference between (a) the amount of all of Tenant’s Tax Payments that would theretofore have been payable had the reduced amount of Base Taxes been used in calculating such Tenant’s Tax Payment and (b) all of Tenant’s Tax Payments theretofore actually made by Tenant. In the event that during the Term the City of New York changes the dates upon which Taxes are due, the Payment Dates shall be such dates upon which real estate taxes are payable to the City of New York. If, during the Term, Landlord shall elect to collect Tenant’s Tax Payments, in full or in quarterly or bi-annual or other installments on any other

date or dates than as presently required (but not more frequently than monthly), then following Landlord’s notice to Tenant, Tenant’s Tax Payments shall be correspondingly revised.

          (b) Tenant shall be obligated to pay Tenant’s Tax Payment regardless of whether Tenant may be exempt from the payment of taxes as the result of any reduction, abatement, or exemption from Taxes granted or agreed to by any Governmental Authority, or by reason of Tenant’s diplomatic status or other tax-exempt status. The benefit of any discount for any early payment of Taxes shall accrue solely to the benefit of Landlord.

          (c) Tenant shall not (and hereby waives any and all rights it may now or hereafter have to) institute or maintain any action, proceeding or application in any court or other body having the power to fix or review assessed valuations, for the purpose of reducing Taxes, and the filing of any such proceeding by Tenant without Landlord’s consent shall be a default hereunder.

          (d) Tenant shall pay any occupancy or rent tax now in effect or hereafter enacted and applicable to Tenant’s occupancy of the Premises imposed by its terms upon Tenant.

     Section 8.3 Operating Expense Payments. (a) If the Operating Expenses for any Computation Year exceed the Base Expenses, Tenant shall pay to Landlord, as Additional Rent with respect to such Computation Year, an amount (“Tenant’s Operating Payment”) equal to Tenant’s Proportionate Share of the amount by which the Operating Expenses for such Computation Year exceed the Base Expenses. For each Computation Year, Landlord shall furnish to Tenant a statement setting forth Landlord’s estimate of Tenant’s Operating Payment for such Computation Year. Tenant shall pay to Landlord, on the first day of each month during such Computation Year, an amount equal to one-twelfth (1/12^th) of Landlord’s estimate of Tenant’s Operating Payment for such Computation Year. If Landlord does not furnish any such estimate for a Computation Year until after the commencement thereof, then (A) until the first day of the month following 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 8.3 during the last month of the preceding Computation Year, (B) promptly after such estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Operating Payment previously made for such Computation Year were greater or less than the installments of Tenant’s Operating Payment to be made for such Computation Year in accordance with such estimate, and (1) if there shall be a deficiency, Tenant shall pay the amount thereof within ten (10) Business Days after demand therefor or (2) if there shall have been an overpayment, Landlord shall credit the amount thereof against subsequent installments of Rent due hereunder, unless the Term has expired, in which event Landlord shall refund such overpayment to Tenant within thirty (30) days after the issuance of such notice, provided that if Tenant is in default under this Lease and there are amounts due and payable to Landlord hereunder, then Landlord shall refund such overpayment to Tenant to the extent in excess of any amounts claimed to be in default hereunder within such thirty (30) day period and once all defaults under this Lease are cured and there are no amounts due and payable to Landlord hereunder, Landlord shall refund any remaining portion of such overpayment to Tenant within thirty (30) days, and (C) on the first day of the month following the month in which such estimate is furnished to Tenant, and on the first day of each month thereafter throughout the remainder of such Computation Year, Tenant

shall pay to Landlord an amount equal to one-twelfth (1/12^th) of Tenant’s Operating Payment shown on such estimate.

          (b) Landlord shall furnish to Tenant a Landlord’s Statement of Operating Expenses for each Computation Year with reasonable promptness after the expiration of such Computation Year. If such Landlord’s Statement shows that the sums paid by Tenant under Section 8.3(a) exceeded the actual amount of Tenant’s Operating Payment for such Computation Year, Landlord shall credit the amount of such excess against subsequent installments of Rent due hereunder unless the Term has expired, in which event Landlord shall refund such overpayment to Tenant within thirty (30) days after the issuance of such Landlord’s Statement, provided that if Tenant is in default under this Lease and there are amounts due and payable to Landlord hereunder, then Landlord shall refund such overpayment to Tenant to the extent in excess of any amounts claimed to be in default hereunder within such thirty (30) day period and once all defaults under this Lease are cured and there are no amounts due and payable to Landlord hereunder, Landlord shall refund any remaining portion of such overpayment to Tenant within thirty (30) days. If Landlord’s Statement for such Computation Year shows that the sums so paid by Tenant were less than Tenant’s Operating Payment for such Computation Year, Tenant shall pay the amount of such deficiency within ten (10) Business Days after Tenant’s receipt of Landlord’s Statement.

     Section 8.4 Certain Adjustments. (a) If the Rent Commencement Date shall be a day other than January 1 or the Expiration Date shall be a day other than December 31, or if there is any abatement of Fixed Rent payable under this Lease (other than any abatement under Article 1 hereof) or any termination of this Lease (other than a termination pursuant to Article 19), or if there is any increase or decrease in Tenant’s Area, then in each such event in applying the provisions of this Article with respect to the Tax Year or Computation Year in which the event occurred, appropriate adjustments shall be made to reflect the result of such event on a basis consistent with the principles underlying the provisions of this Article, taking into consideration (i) the portion of such Tax Year or Computation Year, as the case may be, which shall have elapsed prior to or after such event, (ii) the rentable area of the Premises affected thereby, and (iii) the duration of such event.

          (b) If during all or any part of any Computation Year (including the Base Operating Year), Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would constitute an Operating Expense) to a rentable portion of the Building which is not then leased, Operating Expenses for such period shall include an amount equal to the costs and expenses which would reasonably have been incurred for such work or service during such period by Landlord if the Building had been one hundred percent (100%) leased and occupied.

     Section 8.5 Non-Waiver. Landlord’s failure to render a Landlord’s Statement on a timely basis with respect to any Tax Year or Computation Year shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect to such Tax Year or Computation Year or any subsequent Tax Year or Computation Year, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for any Tax Year or Computation Year; provided, that Landlord shall not have the right to render a

Landlord’s Statement, or a corrected Landlord’s Statement, after the expiration of three (3) years after the expiration or sooner termination of the Term. Anything in this Lease to the contrary notwithstanding, but subject to the provisions of the immediately preceding sentence, the refund by Landlord to Tenant of any sums on account of overpayment, alleged overpayment, or believed overpayment on account of Tenant’s Tax Payment and/or Tenant’s Operating Payment shall not prejudice Landlord’s right thereafter to render a corrected estimate or Landlord’s Statement and collect from Tenant any sums due Landlord in accordance therewith.

     Section 8.6 Tenant Disputes. Each Landlord’s Statement sent to Tenant shall be conclusively binding upon Tenant unless Tenant shall (i) pay to Landlord when due the amount set forth in such statement, without prejudice to Tenant’s right to dispute such statement, and (ii) within ninety (90) days after such statement is sent, send a notice to Landlord objecting to such statement and specifying the reasons for Tenant’s claim that such statement is incorrect. Tenant covenants and agrees that Tenant will not employ, in connection with any dispute under this Lease, any Person who is to be compensated, in whole or in part, on a contingency fee basis. If the parties are unable to resolve any such dispute within thirty (30) days following the giving of Tenant’s notice of objection, either party may refer the issues raised to an independent firm of certified public accountants selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In connection therewith, Tenant and such accountants shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review, or the substance of any admissions or stipulations by any party in connection therewith, or of any resulting reconciliation, compromise or settlement. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants shall determine that Landlord overstated the Operating Expenses by more than five percent (5%) for such Computation Year, as finally determined, in which case Landlord shall pay such fees and expenses.

ARTICLE 9

REQUIREMENTS OF LAW

     Section 9.1 (a) Tenant’s Compliance. Tenant, at its expense, shall comply (or cause compliance) with all Requirements applicable to the Premises (and to areas outside of the Premises, if resulting from any act or omission of Tenant, including, without limitation, any work undertaken by or on behalf of Tenant), regardless of whether imposed by their terms upon Landlord or Tenant provided however, that Tenant shall not be obligated to comply with any Requirement requiring any structural alteration to the Premises unless the application of such Requirement arises from (i) Tenant’s manner of use or occupancy of the Premises other than its mere use for executive and general offices, (ii) any cause or condition created by or on behalf of Tenant or any Tenant Party (including any Alterations), (iii) any wrongful act or wrongful omission by Tenant or any Tenant Party or (iv) the breach of any of Tenant’s obligations under this Lease. If Tenant obtains knowledge of any failure to comply with any Requirements applicable to the Premises, Tenant shall give Landlord prompt notice thereof. All repairs and alterations, whether ordinary or extraordinary, required to be made to cause the Premises to

comply with any Requirements shall be made by Tenant, at Tenant’s expense and in compliance with Article 5 if such repairs or alterations are nonstructural, do not affect any Building System, and do not involve the performance of work outside of the Premises, or by Landlord, at Tenant’s expense, if such repairs or alterations are structural, affect any Building System, or involve the performance of work outside the Premises.

          (b) Hazardous Materials. Tenant or any Tenant Party shall not (i) cause or wrongfully permit any Hazardous Materials to be brought into or onto the Real Property, (ii) cause or permit the storage or use of Hazardous Materials in any manner not permitted by any Requirements, or (iii) cause or permit the escape, disposal or release of any Hazardous Materials within or in the vicinity of the Real Property. Nothing herein shall be deemed to prevent Tenant’s use of any Hazardous Materials customarily used in the ordinary course of office work, provided such use is in accordance with all Requirements. Tenant shall be responsible, at its expense, for all matters directly or indirectly based on, or arising or resulting from, the presence of Hazardous Materials in the Premises, the Building or the Real Property, which is caused or permitted by Tenant or any Tenant Party. Tenant shall provide to Landlord copies of all communications received by Tenant or any Tenant Party with respect to any Requirements relating to Hazardous Materials, and any claims made in connection therewith. Landlord or its agents may perform environmental inspections of the Premises at any time after reasonable written notice to Tenant.

          (c) Landlord’s Insurance. Tenant shall not cause or wrongfully permit any action or condition that would (i) invalidate or conflict with Landlord’s insurance policies, (ii) violate applicable rules, regulations and guidelines of the Fire Department, Fire Insurance Rating Organization or any other authority having jurisdiction over the Real Property, (iii) cause an increase in the premiums for fire insurance then covering the Building over that payable with respect to comparable first-class office buildings, or (iv) result in insurance companies of good standing refusing to insure the Building or any property therein in amounts and against risks as reasonably determined by Landlord. If the fire insurance premiums increase as a result of Tenant’s failure to comply with the provisions of this Article, Tenant shall promptly cure such failure and shall reimburse Landlord for the increased fire insurance premiums paid by Landlord as a result of such failure by Tenant. In any action or proceeding to which Landlord and Tenant are parties, a schedule or “make up” of rates for the Building or the Premises issued by the appropriate Fire Insurance Rating Organization, or other body fixing such fire insurance rates, shall be conclusive evidence of the fire insurance rates then applicable to the Building.

     Section 9.2 Fire Alarm System; Sprinklers. As part of Landlord’s Work, Landlord shall install a sprinkler system and fire-alarm and life-safety system serving the Premises. Tenant, at Tenant’s expense, shall thereafter maintain in good order and repair such sprinkler system and fire-alarm and life-safety system. Such maintenance shall be performed by Tenant in accordance with this Lease, the Rules and Regulations and all Requirements. If and to the extent that the Fire Insurance Rating Organization or any Governmental Authority or any of Landlord’s insurers requires or recommends any modifications or Alterations be made or any additional equipment be supplied in connection with the sprinkler system or fire-alarm and life-safety system serving the Building or the Premises by reason of Tenant’s business, or the location of the partitions,

trade fixtures, or other contents of the Premises, Landlord (to the extent such modifications or Alterations are structural, affect any Building System or involve the performance of work outside the Premises), or Tenant (to the extent such modifications or Alterations are nonstructural, do not affect any Building System and do not involve the performance of work outside the Premises) shall make such modifications or Alterations, and supply such additional equipment, in either case at Tenant’s expense.

     Section 9.3 Limitations on Rent. If at any time during the Term, the Rent is not fully collectible by reason of any Requirements, Tenant shall take such other steps as Landlord may reasonably request, and as may be legally permissible, to permit Landlord to collect the maximum rents which may during the continuance of such restriction be legally permissible (but not in excess of the Rent reserved under this Lease). Upon the termination of such restriction during the Term, Tenant shall pay to Landlord, in addition to the Rent for the period following such termination, if legally permissible, the portion of Rent which would have been paid pursuant to this Lease but for such legal restriction, less the Rent paid by Tenant to Landlord while such restriction was in effect, together with interest thereon at the Base Rate.

ARTICLE 10

QUIET ENJOYMENT

          Provided this Lease is in full force and effect, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord, subject to the terms and conditions of this Lease and all Superior Leases and Mortgages.

ARTICLE 11

SUBORDINATION

     Section 11.1 Subordination and Attornment. (a) This Lease and Tenant’s rights and the rights of any Tenant Party hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale.

          (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, do not

increase Tenant’s non-Rent obligations except to a de minimis extent or adversely affect Tenant’s rights under this Lease except to a de minimis extent. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be:

          (i) liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission to such successor landlord);

          (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord;

          (iii) bound by any prepayment of more than one (1) month’s Rent to any prior landlord;

          (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest;

          (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord;

          (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice; or

          (vii) obligated to return any security deposit not actually received by any successor landlord.

          (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lender, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations except to a de minimis extent, or adversely affect Tenant’s rights under this Lease except to a de minimis extent. Upon notice to Tenant from any Mortgagee or Lessor that Landlord’s license to collect Rent has been revoked, Tenant shall be authorized to pay Rent to such Mortgagee or Lessor, as the case may be.

     Section 11.2 Termination by Tenant. As long as any Superior Lease or Mortgage shall exist, Tenant shall not seek to terminate this Lease by reason of any act or omission of Landlord (i) until Tenant shall have given notice of such act or omission to all Lessors and/or Mortgagees, and (ii) until a reasonable period of time shall have elapsed following the giving of notice of such default and the expiration of any applicable notice or grace periods (unless such act or omission is not capable of being remedied within a reasonable period of time) during which period such Lessors and/or Mortgagees shall have the right, but not the obligation, to remedy such act or omission. If any Lessor or Mortgagee elects to remedy such act or omission of Landlord, Tenant shall not seek to terminate this Lease so long as such Lessor or Mortgagee is proceeding with reasonable diligence to effect such remedy.

     Section 11.3 Future Condominium Declaration. This Lease and Tenant’s rights hereunder are and will be subject and subordinate to any condominium declaration, by-laws and other instruments (collectively, the “Declaration”) which may be recorded in order to subject the Building to a condominium form of ownership pursuant to Article 9-B of the New York Real Property Law or any successor statute, provided that the Declaration does not by its terms increase the Rent, increase Tenant’s non-Rent obligations except to a de minimis extent, or adversely affect Tenant’s rights under this Lease except to a de minimis extent. At Landlord’s request, and subject to the foregoing proviso, Tenant will execute and deliver to Landlord an amendment of this Lease confirming such subordination and modifying this Lease to conform to such condominium regime.

     Section 11.4 Applicability. The provisions of this Article shall (i) inure to the benefit of Landlord, any future owner of the Real Property, any Lessor or Mortgagee and any successor or assign thereof, and (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any Superior Lease or the foreclosure of any Mortgage.

ARTICLE 12

SERVICES

     Section 12.1 Elevators. Landlord shall provide passenger elevator service to each floor of the Premises which is above the street floor of the Building during Business Hours on Business Days, with at least one elevator being subject to call at all other times. In addition, Landlord shall make available to Tenant at least one freight elevator serving the Premises upon Tenant’s prior request, on a non-exclusive “first come, first serve” basis with other Building tenants, on all Business Days from 8:00 a.m. to 12:00 noon, and from 1:00 p.m. to 5:00 p.m.

     Section 12.2 Heating, Ventilation and Air Conditioning. (a) Landlord shall furnish to the Premises heating, ventilation and air-conditioning (“HVAC”), in accordance with the standards set forth in Exhibit F, on all Business Days during Business Hours. Landlord shall have access to all air-cooling, fan, ventilating and machine rooms and electrical closets and all other mechanical installations of Landlord (collectively, the “Mechanical Areas”), and Tenant shall not construct partitions or other obstructions which may interfere with Landlord’s access thereto or the moving of Landlord’s equipment to and from the Mechanical Areas. Neither Tenant nor any Tenant Party shall at any time enter the Mechanical Areas or tamper with, adjust,

or otherwise affect the Mechanical Areas. Tenant shall not install any supplementary or auxiliary HVAC equipment to serve the Premises without Landlord’s prior consent in each instance.

          (b) Landlord shall not be responsible if the normal operation of the Building System providing HVAC to the Premises (the “HVAC System”) shall fail to provide cooled or heated air, as the case may be, in accordance with the specifications set forth in Exhibit F by reason of (i) any machinery or equipment installed by or on behalf of Tenant, which shall have an electrical load in excess of the average electrical load and human occupancy factors for the HVAC System as designed, as the case may be, or (ii) any rearrangement of partitioning or other Alterations made or performed by or on behalf of Tenant. All blinds and shades shall be subject to Landlord’s approval. Tenant shall lower the blinds when necessary because of the sun’s position, whenever the HVAC System is in operation or when and as reasonably required by any Requirements. Tenant at all times shall cooperate fully with Landlord and shall abide by the rules and regulations which Landlord may reasonably prescribe for the proper functioning and protection of the HVAC System.

     Section 12.3 Overtime Building Services. The Rent does not reflect or include any charge to Tenant for the furnishing of any building services such as elevator service or HVAC other than to the extent described in Sections 12.1 and 12.2 above. Landlord shall not be required to furnish any building services at any times (“Overtime Periods”) other than the times specifically described in this Lease for the provision of such building services unless Tenant delivers notice to Landlord’s property management office serving the Building requesting such services at least 24 hours prior to the time at which such services are to be provided, but Landlord shall use reasonable efforts (without obligation to incur any additional cost) to arrange for building services during Overtime Periods on such shorter notice as Tenant shall provide. If Landlord furnishes elevator service, HVAC or any other building service to the Premises during Overtime Periods, Tenant shall pay to Landlord Landlord’s then established rates for supplying such overtime building services in the Building. Landlord and Tenant acknowledge that as of the date of this Lease Landlord’s charge for overtime HVAC service is $25.00 per hour; and Tenant acknowledges and agrees that such charge shall be subject to increase by Landlord from time to time, in Landlord’s discretion, provided that such increased charges shall be reasonably competitive with rates for similar service for similar buildings in mid-town Manhattan, New York City.

     Section 12.4 Cleaning. Landlord shall cause the Premises (excluding any portions thereof used for the storage, preparation, service or consumption of food or beverages, or as an exhibition area or classroom, or for storage, shipping room, mail room or similar purposes, or for private bathrooms, showers or exercise facilities, or as a trading floor, or primarily for operation of computer, data processing, reproduction, duplicating or similar equipment) to be cleaned, substantially in accordance with the standards set forth in Exhibit G. Any areas of the Premises requiring cleaning which Landlord is not required to clean under this Section 12.4, and any additional cleaning of any portion of the Premises requested by Tenant, shall be done, at Tenant’s expense, by Landlord’s employees or Landlord’s contractor, at rates which shall be competitive with rates of other cleaning contractors providing services to first-class office

buildings in midtown Manhattan. Landlord’s cleaning personnel shall have access to the Premises at all times except between 7:00 A.M. and 7:00 P.M. on Business Days.

     Section 12.5 Water. Landlord, at Landlord’s expense, shall provide hot and cold water for drinking, cleaning and lavatory purposes. If Tenant requires or uses water or steam for any additional purposes, Landlord may install a meter to measure the water or steam furnished. Tenant shall pay the cost of such installation, and for all maintenance, repairs and replacements thereto, and for the reasonable charges of Landlord for the water or steam furnished. Tenant shall also pay Landlord’s reasonable charge for any required pumping or heating thereof, and any sewer rent, tax and/or charge now or hereafter assessed or imposed upon the Premises or the Real Property pursuant to any Requirements. If any tax is imposed upon Landlord’s receipts from the sale or resale of water or steam to Tenant, Tenant shall reimburse Landlord for such tax, if and to the extent permitted by law.

     Section 12.6 Refuse and Rubbish Removal. Landlord shall provide refuse and rubbish removal services at the Premises for ordinary office refuse and rubbish pursuant to regulations reasonably established by Landlord. Tenant shall pay to Landlord, within ten (10) Business Days after delivery of an invoice therefor, Landlord’s reasonable charge for such removal to the extent that the refuse generated by Tenant exceeds, in Landlord’s reasonable judgment, the refuse and rubbish customarily generated by executive and general office tenants. Tenant shall not dispose of any refuse and rubbish in the public areas of the Real Property or any part thereof, and if any Tenant Party does so, Tenant shall be liable for Landlord’s reasonable charge for such removal. Tenant shall cause all Tenant Parties to observe such additional rules and regulations regarding rubbish removal and/or recycling as Landlord may, from time to time, reasonably impose, provided that Tenant is given reasonable prior written notice of the imposition thereof.

     Section 12.7 Listings in Building Directory. (a) Landlord shall, at the request of Tenant, maintain listings on the directory located in the Building lobby of the names of Tenant and any officers or employees of Tenant, provided that the number of listings shall be in the same proportion to the capacity of the directory as Tenant’s Area is to the rentable square foot area of the Building. Tenant shall deliver to Landlord, on or prior to the Commencement Date, a list of all names to be included in the directory. Tenant may deliver revised listings to Landlord from time to time throughout the Term (but Landlord shall not be obligated to revise the directory more often than once a month), and Tenant shall pay Landlord’s then established charge therefor.

          (b) Tenant, at its expense, shall have the right to install signs in the elevator lobby of the 34^th Floor of the Building displaying the names of Tenant, permitted subtenants, and permitted Desk Space Users. Such signs shall be subject to the reasonable approval of Landlord as to number, location, size, color, style, and content.

     Section 12.8 Service Interruptions. (a) Landlord reserves the right to suspend any Building service when necessary, by reason of Unavoidable Delays, accidents or emergencies, or for repairs, alterations or improvements which, in Landlord’s reasonable judgment, are necessary or appropriate, until such Unavoidable Delay, accident or emergency shall cease or such repairs,

alterations or improvements are completed, and Landlord shall not be liable to Tenant for any interruption, curtailment or failure to supply services. Landlord shall use reasonable efforts to restore such service, remedy such situation and minimize interference with Tenant’s business, provided that Landlord shall have no obligation to employ contractors or labor at overtime or other premium pay rates, or to incur any other overtime costs or additional expenses whatsoever. The exercise of any such right or the occurrence of any such failure by Landlord shall not (i) constitute an actual or constructive eviction, in whole or in part, (ii) entitle Tenant to any compensation, abatement or diminution of Rent, (iii) relieve Tenant from any of its obligations under this Lease, or (iv) impose any liability upon Landlord by reason of inconvenience to Tenant, or interruption of Tenant’s business, or otherwise.

          (b) Notwithstanding anything to the contrary contained in any other provision of this Lease, in the event that (i) Tenant is unable to use the Premises for the ordinary conduct of Tenant’s business due solely to Landlord’s breach of an obligation under this Lease, other than as a result of Unavoidable Delays, and such condition continues for a period in excess of fifteen (15) consecutive days after Tenant gives a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition, (ii) Tenant does not actually use or occupy the Premises during such period for the ordinary conduct of Tenant’s business, and (iii) such condition has not resulted from the negligence or misconduct of Tenant or any Tenant Party, then, as Tenant’s sole remedy therefor, Rent shall be abated on a per diem basis for the period commencing on the sixteenth (16^th)⁾ day after Tenant gives the Abatement Notice, and ending on the earlier of (A) the date Tenant reoccupies the Premises for the ordinary conduct of its business, or (B) the date on which such condition is substantially remedied.

          (c) Notwithstanding anything to the contrary set forth in Sections 8.1 or 8.7 or elsewhere in this Lease, Landlord makes no representations to Tenant with respect to the adequacy or effectiveness of any programs, systems, devices or equipment designed to preserve or enhance the safety or security of the Building, and Landlord will have no liability to Tenant, any Tenant Party, or any other Person whatsoever with respect thereto.

     Section 12.9 Supplemental HVAC. (a) As part of Landlord’s Work, a supplemental heating, ventilation and air conditioning system (“Supplemental HVAC”) shall be installed to service the Premises. Landlord shall provide four and one-half (4.5) tons of condenser water (the “Water Tonnage”) to Tenant for use in its Supplemental HVAC.

          (b) Tenant shall pay to Landlord, regardless of actual usage, as Additional Rent, for such condenser water on the first day of each month, the amount which is equal to 1/12th of the Water Charge for such calendar year. “Water Charge” shall mean (i) for the calendar year 2003, an amount equal to $500.00 per ton, multiplied by the Water Tonnage, and (ii) for each calendar year thereafter (including, without limitation, each year during any renewal term of this Lease pursuant to Article 36 of this Lease): the amount equal to 103% of the Water Charge payable for the prior calendar year. The Supplemental HVAC shall be installed pursuant to plans and specifications approved by Landlord in writing. The repair and maintenance of the Supplemental HVAC shall be at Tenant’s sole cost and expense. Tenant shall not make any changes to the Supplemental HVAC without Landlord’s prior written consent. Landlord makes no representations that the Supplemental HVAC will operate as designed or intended.

          (c) Tenant shall pay to Landlord, as Additional Rent, not later than five (5) days after demand by Landlord, a one-time charge of $1,500.00 for connection of the Supplemental HVAC System to the supply of condenser water. If and to the extent that after payment of all costs of Landlord’s Work, there shall be any unexpended balance of Landlord’s Contribution, then Tenant shall have the right to apply such balance (to the extent thereof) against such connection charge, but Tenant shall pay the cost for such connection charge to the extent that the unexpended balance of Landlord’s Contribution (if any) shall be insufficient therefor.

ARTICLE 13

INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

     Section 13.1 Tenant’s Insurance. (a) Tenant, at its expense, shall obtain and keep in full force and effect during the Term:

               (i) a policy of commercial general liability insurance on an occurrence basis against claims for bodily injury, death and/or property damage occurring in or about the Premises or the Real Property, under which Tenant is named as the insured and Landlord, Landlord’s Affiliates and subsidiaries now or hereafter existing, Landlord’s managing agent (if any), Landlord’s leasing agent (if any), any Lessors, and any Mortgagees, now or hereafter existing, and their successors and assigns and (provided that Tenant shall not be required to bear any additional expenses to obtain same) any other parties whose names shall have been furnished by Landlord to Tenant from time to time are named as additional insureds, which insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s Affiliates and subsidiaries, Landlord’s managing agent, Landlord’s leasing agent, any Lessors, and any Mortgagees, now or hereafter existing, and their successors and assigns and such other parties named as additional insureds; and Tenant agrees to obtain blanket broad-form contractual liability coverage to insure its indemnity obligations set forth in Article 32 hereof. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than $5,000,000.00; provided, however, that Landlord may require Tenant to increase such coverage, from time to time, to that amount of insurance which in Landlord’s reasonable judgment is then being customarily required by landlords for similar office space in first-class buildings in the Borough of Manhattan. If the aggregate limit applying to the Premises is reduced by the payment of a claim or establishment of a reserve equal to or greater than fifty percent (50%) of the annual aggregate, Tenant shall immediately arrange to have the aggregate limit restored by endorsement to the existing policy or the purchase of an additional insurance policy unless, in Landlord’s reasonable judgment, Tenant maintains sufficient concurrent excess liability insurance to satisfy the liability requirements of this Lease without the reinstatement of the aggregate limit;

               (ii) insurance against loss or damage by fire, and such other risks and hazards as are insurable under then available standard forms of “all risk” property

insurance policies, insuring Tenant’s Property, and all Alterations and improvements to the Premises to the extent such Alterations and improvements exceed the cost of the improvements typically performed in connection with the initial occupancy of tenants in the Building (hereinafter, “Building Standard Installations”), for the full insurable value thereof or replacement cost value thereof, whichever is greater, having a deductible amount, if any, of not more than $100,000.00;

               (iii) during the performance of any Alteration, until completion thereof, Builder’s risk insurance on an “all risk” basis and on a completed value form including a Permission to Complete and Occupy endorsement, for full replacement value covering the interest of Landlord and Tenant (and their respective contractors and subcontractors), any Mortgagee and any Lessor in all work incorporated in the Building and all materials and equipment in or about the Premises;

               (iv) Workers’ Compensation Insurance, as required by law;

               (v) New York State disability benefits as required by law;

               (vi) Business Interruption Insurance; and

               (vii) such other insurance in such amounts as Landlord, any Mortgagee and/or any Lessor may reasonably require from time to time and which is, at the applicable time, generally or customarily required by landlords in mid-town Manhattan, New York in connection with buildings similar to the Building.

          (b) All insurance required to be carried by Tenant pursuant to the terms of this Lease (i) shall contain a provision that (A) no act or omission of Tenant shall affect or limit the obligation of the insurance company to pay the amount of any loss sustained, (B) the policy shall be noncancellable and/or no material change in coverage shall be made thereto unless Landlord, Lessors and Mortgagees shall have received thirty (30) days’ prior notice of the same, and (C) Tenant shall be solely responsible for the payment of all premiums under such policies and Landlord, Lessors and Mortgagees shall have no obligation for the payment thereof (provided, however, that Tenant shall not be required to name Landlord, Landlord’s Affiliates and subsidiaries, any Lessors or any Mortgagees as additional insureds on property damage insurance policies insuring only Tenant’s Property), and (ii) shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a Best’s Rating of “A-” and a “Financial Size Category” of at least “X” or if such ratings are not then in effect, the equivalent thereof or such other financial rating as Landlord may at any time consider appropriate.

          (c) On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate policies of insurance, including evidence of waivers of subrogation, required to be carried by each party pursuant to this Article. Evidence of each renewal or replacement of a policy shall be delivered by Tenant to Landlord at least ten (10) days prior to the expiration of such policy. In lieu of the policies of insurance required to be delivered to Landlord pursuant to