AGREEMENT OF LEASE

Exhibit 10.1

TABLE OF CONTENTS

i

ii

THIS AGREEMENT OF LEASE , made as of the 31st day of January, 2008 between 590 MADISON AVENUE, LLC , as Landlord and TRAVELZOO INC. , as Tenant.

W   I   T   N   E   S   S   E   T   H :

WHEREAS , Tenant desires to lease the Premises from Landlord upon the terms and conditions herein contained; and

WHEREAS , Landlord desires to lease the Premises to Tenant upon the terms and conditions herein contained,

NOW, THEREFORE , in consideration of the foregoing recitals, which are incorporated into the operative provisions of this Lease by this reference, the mutual covenants herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, for themselves, and for their legal representatives, successors and assigns, hereby covenant as follows:

DEFINITIONS

“ Additional Rent ” or “ additional rent ” shall mean any amount, charge, fee or expense other than Fixed Rent payable by Tenant to Landlord pursuant to, or in connection with, this Lease.

“ Affiliate ” shall mean a Person that shall (a) Control, (b) be under the Control of, or (c) be under common Control with the Person in question.

“ Alteration Fee ” shall have the meaning set forth in Section 3.2 .

“ Alteration Rules and Regulations ” shall mean the rules and regulations annexed hereto as Schedule A-2 and such other or further rules and regulations as Landlord and Landlord’s agents may from time to time adopt on such notice to be given as Landlord may elect.

“ Alterations ” shall mean alterations, installations, improvements, additions or other physical changes (other than decorations) in or about the Premises.

“ Applicable Rate ” shall mean the lesser of (a) two (2) percentage points above the then current Base Rate, and (b) the maximum rate permitted by applicable law.

“ Assessed Valuation ” shall have the meaning set forth in Section 27.1 .

“ Assignment Proceeds ” shall have the meaning set forth in Section 12.8 .

“ Assignment Statement ” shall have the meaning set forth in Section 12.8 .

“ Bankruptcy Code ” shall mean 11 U.S.C. Section 101 et seq. , or any Requirement of similar nature and purpose.

“ Base Electric Power Capacity ” shall have the meaning set forth in Section 13.1 .

1

“ Base Operating Year ” shall have the meaning set forth in Section 27.1 .

“ Base Rate ” shall mean the rate of interest publicly announced from time to time by JPMorgan Chase, or its successor, as its “prime lending rate” (or such other term as may be used by JPMorgan Chase, from time to time, for the rate presently referred to as its “prime lending rate”).

“ Base Tax Amount ” shall have the meaning set forth in Section 27.1 .

“ Broker ” shall have the meaning set forth in Article 34 .

“ Building ” shall mean all the buildings, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon the land and any and all alterations, and replacements thereof, additions thereto and substitutions therefor, known by the street address of 590 Madison Avenue, New York, New York.

“ Building Systems ” shall mean the mechanical, gas, electrical (including risers and equipment), sanitary, heating, air conditioning, ventilating, elevator, plumbing, core lavatories, sprinkler risers, life-safety and other service systems of the Building.

“ Business Days ” shall mean all days, excluding Saturdays, Sundays and all days observed by either the State of New York or the federal government and by the labor unions servicing the Building as legal holidays.

“ Commencement Date ” shall have the meaning set forth in Section 1.1 .

“ Control ” or “ control ” and the corresponding terms “ controlling ,” “ controlled by ,” and “ under common control with ,” as applied to any Person, shall mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation or other majority equity and control interest if not a corporation or the possession of power, directly or indirectly to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities or interests, by statute or according to the provisions of a contract.

“ Cost of the Initial Alterations ” shall (a) mean only those costs actually incurred by Tenant in connection with the Initial Alterations for (i) the hard costs of installation of fixtures, millwork, improvements and appurtenances constituting the Initial Alterations (or parts thereof) that are attached to the Premises, (ii) the cost of painting, carpeting and wall coverings, and (iii) reasonable and customary soft costs payable to third parties for architectural and engineering fees and expenses, expediter’s fees, designer’s fees, project manager fees or costs in obtaining building or other permits not to exceed twenty percent (20%) of the costs referenced in Clauses (i) and (ii) provided however that Landlord agrees that any construction management fee payable by Tenant in connection with the Initial Alterations shall be considered a hard cost hereunder, and (b) not include movable partitions or cubicles, business or trade fixtures, equipment, furniture, furnishings or other items of Tenant’s Property.

“ Current Year ” shall have the meaning set forth in Section 27.4 .

2

“ Deficiency ” shall have the meaning set forth in Section 17.2 .

“ Electricity Additional Rent ” shall have the meaning set forth in Section 13.2 .

“ Escalation Rent ” shall mean, individually or collectively, the Tax Payment and the Operating Payment.

“ Event of Default ” shall have the meaning set forth in Section 16.1 .

“ Expiration Date ” shall mean the Fixed Expiration Date or such earlier date on which the Term shall end pursuant to any of the terms, conditions or covenants of this Lease or pursuant to applicable Requirements.

“ Fixed Expiration Date ” shall have the meaning set forth in Section 1.1 .

“ Fixed Rent ” shall have the meaning set forth in Section 1.1 .

“ Governmental Authority ” or “ Governmental Authorities ” shall mean the singular or collective reference, as appropriate, to the United States of America, the State of New York, the City of New York, any political subdivision of any of them and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, or any quasi-governmental authority, now existing or hereafter created, having jurisdiction over the Real Property or any portion thereof.

“ HVAC ” shall mean heat, ventilation and air conditioning.

“ HVAC Systems ” shall mean the Building Systems providing HVAC.

“ IBM Lease ” shall have the meaning set forth in Section 12.6 .

“ Indemnitees ” shall mean Landlord, the constituent partners comprising Landlord and its and their partners, shareholders, members, officers, directors, employees, agents and contractors, Lessors and Mortgagees.

“ Initial Alterations ” shall have the meaning set forth in Section 3.4 .

“ Initial Plans ” shall have the meaning set forth in Section 3.4 .

“ Landlord ” shall mean, as of the date hereof, 590 Madison Avenue, LLC, a Delaware limited liability company having an office at 275 East Broad Street, Columbus, Ohio 43215-3771, but thereafter, “ Landlord ” shall mean only the fee owner of the Real Property or if there shall exist a Superior Lease, the tenant thereunder.

“ Landlord’s Contribution ” shall have the meaning set forth in Section 3.4 .

“ Landlord’s Restoration Work ” shall have the meaning set forth in Section 10.1 .

“ Lessor(s) ” shall mean a lessor under a Superior Lease.

3

“ Letter of Credit ” shall have the meaning set forth in Section 31.1 .

“ Loading Dock ” shall have the meaning set forth in Schedule A-1 .

“ Long Lead Work ” shall mean any item that is not a stock item and must be specially manufactured, fabricated or installed or is of such an unusual, delicate or fragile nature that there is a substantial risk that (a) there will be a delay in its manufacture, fabrication, delivery or installation, or (b) after delivery, such item will need to be reshipped or redelivered or repaired, so that in Landlord’s reasonable judgment the item in question cannot be completed when the standard items are completed even though the item of Long Lead Work in question is (i) ordered together with the other items required, and (ii) installed or performed (after the manufacture or fabrication thereof) in the order and sequence that such Long Lead Work and other items are normally installed or performed in accordance with good construction practice. In addition, “Long Lead Work” shall include any standard item that in accordance with good construction practice should be completed after the completion of any item of work in the nature of the items described in the immediately preceding sentence.

“ Mortgage(s) ” shall mean any trust indenture or mortgage that may now or hereafter affect the Real Property, the Building or any Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder.

“ Mortgagee(s) ” shall mean any trustee, mortgagee or holder of a Mortgage.

“ Operating Expenses ” shall have the meaning set forth in Section 27.1 .

“ Operating Payment ” shall have the meaning set forth in Section 27.4 .

“ Operating Statement ” shall have the meaning set forth in Section 27.1 .

“ Operating Year ” shall have the meaning set forth in Section 27.1 .

“ Operation of the Property ” shall mean the operation, maintenance, repair, replacement, cleaning, insuring, safety, security and management of the Real Property and the curbs, sidewalks and areas adjacent thereto.

“ Overtime Periods ” shall have the meaning set forth in Section 28.3 .

“ Parties ” shall have the meaning set forth in Section 37.2 .

“ Partner ” or “ partner ” shall mean any partner of Tenant, any professional employee of a professional corporation which is a partner comprising Tenant, any shareholder of Tenant if Tenant shall become a professional corporation, or any member of a limited liability company if Tenant shall become a limited liability company.

“ Partnership Tenant ” shall have the meaning set forth in Article 29 .

“ Permitted Stock Transfer ” shall have the meaning set forth in Section 12.4 .

4

“ Permitted Use ” shall have the meaning set forth in Section 2.1 .

“ Person(s) or person(s) ” shall mean any natural person or persons, a partnership, a corporation, limited liability company, limited liability partnership, and any other form of business or legal association or entity.

“ Premises ” shall mean, subject to the provisions of Section 14.4 , the portion of the thirty-seventh (37th) floor of the Building as set forth on Exhibit “A” .

“ Prevailing Rate ” shall have the meaning set forth in Section 12.6 .

“ Public Utility ” shall have the meaning set forth in Section 13.3 .

“ Real Property ” shall mean the Building, together with the plot of land upon which it stands and all appurtenant development rights or so-called “air-rights”.

“ Recapture Space ” shall have the meaning set forth in Section 12.6 .

“ Recapture Date ” shall have the meaning set forth in Section 12.6 .

“ Related Entity ” shall have the meaning set forth in Section 12.4 .

“ Rental ” shall mean and be deemed to include Fixed Rent, Escalation Rent, all other items of additional rent and all other sums payable by Tenant hereunder.

“ Rent Commencement Date ” shall mean August 1, 2008.

“ Requirements ” shall mean all present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes and executive orders, extraordinary as well as ordinary, of all Governmental Authorities now existing or hereafter created, and of any and all of their departments and bureaus, and of any applicable fire rating bureau, or other body exercising similar functions, affecting the Real Property or any portion thereof, or any street, avenue or sidewalk comprising a part of or in front thereof or any vault in or under the same, or requiring removal of any encroachment, or affecting the maintenance, use or occupation of the Real Property or any portion thereof.

“ Rules and Regulations ” shall mean the rules and regulations annexed hereto as Schedule A-1 and such other and further rules and regulations as Landlord or Landlord’s agents may from time to time adopt on such notice to be given as Landlord may elect and, with respect to material additions or changes to the Rules and Regulations, upon at least thirty (30) days prior written notice to Tenant; all in accordance with the provisions of Article 8 hereof.

“ Security Deposit Amount ” shall have the meaning set forth in Section 31.3 .

“ Space Factor ” shall mean Ten Thousand Six Hundred Twelve (10,612) rentable square feet as the same may be reduced (but not increased) pursuant to the terms of this Lease.

5

“ Specialty Alterations ” shall mean Alterations installed by Tenant in the Premises consisting of kitchens (specifically excluding the existing pantry), executive bathrooms (specifically excluding the existing executive bathrooms), raised computer floors, computer installations (specifically excluding the existing communications room), vaults, libraries, internal staircases, dumbwaiters, pneumatic tubes, vertical and horizontal transportation systems, and other Alterations of a similar character (specifically excluding any and all improvements existing in the Premises on the Commencement Date).

“ Sublease Expenses ” shall have the meaning set forth in Section 12.7 .

“ Sublease Profit ” shall have the meaning set forth in Section 12.7 .

“ Sublease Rent ” shall have the meaning set forth in Section 12.7 .

“ Submeter Installation Date ” shall have the meaning set forth in Section 13.2 .

“ Subtenant Construction ” shall have the meaning set forth in Section 12.6 .

“ Superior Lease(s) ” shall mean all ground or underlying leases of the Real Property or the Building and all renewals, extensions, supplements, amendments and modifications thereof.

“ Superior Lessors ” shall mean the landlord under any Superior Lease.

“ Taxes ” shall have the meaning set forth in Section 27.1 .

“ Tax Expenses ” shall have the meaning set forth in Section 27.1 .

“ Tax Payment ” shall have the meaning set forth in Section 27.2 .

“ Tax Statement ” shall have the meaning set forth in Section 27.1 .

“ Tax Year ” shall have the meaning set forth in Section 27.1 .

“ Tenant ” on the date as of which this Lease is made, shall mean Travelzoo Inc., a Delaware corporation, having an office at 590 Madison Avenue, New York, New York 10022, but thereafter “ Tenant ” shall mean only the tenant under this Lease at the time in question; provided , however , that the originally named tenant and any assignee of this Lease shall not be released from liability hereunder in the event of any assignment of this Lease.

“ Tenant’s Property ” shall mean Tenant’s movable fixtures and movable partitions, telephone and other equipment, computers, wiring and cabling related to telephone computer and other equipment, furniture, furnishings, decorations and other items of personal property.

“ Tenant’s Share ” shall mean 1.14% as the same may be modified pursuant to the terms of this Lease. Landlord and Tenant have agreed, that solely for purposes of calculating Tenant’s Share, the rentable area of the Building is conclusively deemed to be Nine Hundred Twenty-Seven Thousand Six Hundred Sixty-Six (927,666) rentable square feet and the rentable area of

6

the Premises is conclusively deemed to be Ten Thousand Six Hundred Twelve (10,612) rentable square feet.

“ Tenant Statement ” shall have the meaning set forth in Section 12.6 .

“ Tenant’s Tax Share ” shall mean 1.13% as the same may be modified pursuant to the terms of this Lease . Landlord and Tenant have agreed that solely for purposes of calculating Tenant’s Tax Share, the rentable area of the Building is conclusively deemed to be Nine Hundred Forty Thousand One Hundred Three (940,103) rentable square feet and the rentable area of the Premises is conclusively deemed to be Ten Thousand Six Hundred Twelve (10,612) rentable square feet.

“ Tentative Monthly Escalation Charge ” shall have the meaning set forth in Section 27.4 .

“ Term ” shall mean a term that shall commence on the Commencement Date and shall expire on the Expiration Date.

“ Unavoidable Delays ” shall have the meaning set forth in Article 25 .

ARTICLE 1

DEMISE, PREMISES, TERM, RENT

Section 1.1 .     Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the Term to commence on February 1, 2008 (the “ Commencement Date ”) and to end on January 31, 2014 (the “ Fixed Expiration Date ”). The annual rent (the “ Fixed Rent ”) shall be (i) from the Rent Commencement Date through the day immediately preceding the first (1st) anniversary of the Rent Commencement Date, One Million Seven Hundred Fifty Thousand Nine Hundred Eighty U.S. Dollars ($1,750,980.00), payable in twelve (12) equal monthly installments of One Hundred Forty Five Thousand Nine Hundred Fifteen U.S. Dollars ($145,915.00); then (ii) from the first (1st) anniversary of the Rent Commencement Date through the day immediately preceding the second (2nd) anniversary of the Rent Commencement Date, One Million Seven Hundred Eighty Seven Thousand Sixty and 80/100 U.S. Dollars ($1,787,060.80), payable in twelve (12) equal monthly installments of One Hundred Forty Eight Thousand Nine Hundred Twenty One and 73/100 U.S. Dollars ($148,921.73); then (iii) from the second (2nd) anniversary of the Rent Commencement Date through and including the day immediately preceding the third (3rd) anniversary of the Rent Commencement Date, One Million Eight Hundred Twenty Three Thousand One Hundred Forty One and 60/100 U.S. Dollars ($1,823,141.60), payable in twelve (12) equal monthly installments of One Hundred Fifty One Thousand Nine Hundred Twenty Eight and 46/100 U.S. Dollars ($151,928.46); then (iv) from the third (3rd) anniversary of the Rent Commencement Date through the day immediately preceding the fourth (4th) anniversary of the Rent Commencement Date, One Million Eight Hundred Fifty Nine Thousand Two Hundred Twenty Two and 40/100 U.S. Dollars ($1,859,222.40), payable in twelve (12) equal monthly installments of One Hundred Fifty Four Thousand Nine Hundred Thirty Five and 20/100 U.S. Dollars ($154,935.20); then (v) from the fourth (4th) anniversary of the Rent Commencement Date through the day immediately preceding the fifth (5 ^th ) anniversary of the Rent Commencement Date, One Million Eight

7

Hundred Ninety Five Thousand Three Hundred Three and 20/100 U.S. Dollars ($1,895,303.20), payable in twelve (12) equal monthly installments of One Hundred Fifty Seven Thousand Nine Hundred Forty One and 93/100 U.S. Dollars ($157,941.93); and then (vi) from the fifth anniversary of the Rent Commencement Date through the Fixed Expiration Date, unless sooner terminated pursuant to the terms of this Lease, One Million Nine Hundred Thirty One Thousand Three Hundred Eighty Four U.S. Dollars ($1,931,384.00), payable in twelve (12) equal monthly installments of One Hundred Sixty Thousand Nine Hundred Forty Eight and 66/100 U.S. Dollars ($160,948.66), which Tenant agrees to pay in lawful money of the United States in advance, on the first (1st) day of each calendar month during the Term, at the office of Landlord or such other place as Landlord may designate by at least thirty (30) days prior written notice to Tenant, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay the first full monthly installment on the execution hereof. Upon at least thirty (30) days prior written notice to Tenant from Landlord, Fixed Rent shall be payable when due by wire transfer of federal funds to an account designated in writing by Landlord.

Section 1.2 .     This Article 1 constitutes an express provision as to the time at which Landlord shall deliver possession of the Premises to Tenant, and Tenant hereby waives any rights to rescind this Lease that Tenant might otherwise have pursuant to Section 223-a of the Real Property Law of the State of New York or any other Requirement of similar import.

ARTICLE 2

USE AND OCCUPANCY

Section 2.1 .     Tenant shall use and occupy the Premises as general business and executive offices and uses incidental thereto, including, without limitation, a communications room and a pantry area (collectively, the “ Permitted Use ”), and for no other purpose. As part of the Permitted Use, Tenant's employees may film video clips in the Premises to be broadcast only on Tenant's own website. Tenant may not use the Premises as a general studio facility for production of films to be sold to third parties.

Section 2.2 .     (a)        Tenant shall not use the Premises or any part thereof, or permit the Premises or any part thereof to be used, (i) for the business of photographic, multilith or multigraph reproductions or offset printing, except in connection with, either directly or indirectly, Tenant’s own business and/or activities, (ii) for a banking, trust company, depository, guarantee or safe deposit business, (iii) as a savings bank, a savings and loan association, or as a loan company, (iv) for the sale of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission, (v) as a stockbroker’s or dealer’s office or for the underwriting or sale of securities, (vi) by the United States government, the City or State of New York, any foreign government, the United Nations or any agency or department of any of the foregoing or any other Person having sovereign or diplomatic immunity, (vii) as a restaurant or bar or for the sale of confectionery, soda or other beverages, sandwiches, ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever, except for consumption by Tenant’s officers, employees and business guests, (viii) as an employment agency, executive search firm or similar enterprise, labor union, school, or vocational training center (except for the training of employees of Tenant intended to be employed at the Premises), (ix) as a barber shop or beauty salon, or (x) as an “Executive Office Suite Business” or “desk sharing” service business.

8

(b)       In connection with, and incidental to, Tenant’s use of the Premises for general business and executive offices as provided in this Article 2 , Tenant, at its sole cost and expense and upon compliance with all applicable Requirements, may utilize the existing “dwyer” or similar unit in the Premises or, at Tenant’s sole election, install a new “dwyer” or similar unit in the Premises, for the purpose of warming food for the officers, employees and business guests of Tenant (but not for use as a public restaurant), provided that Tenant shall obtain all permits required by any Governmental Authorities for the operation thereof and such installation shall comply with the provisions of this Lease, including Article 3 . Landlord represents that on the Commencement Date all existing pantry equipment in the Premises shall be in good working order and condition. Tenant may also install, at its sole cost and expense and subject to and in compliance with the provisions of Articles 3 and 4 , vending machines for the exclusive use of the officers, employees and business guests of Tenant, each of which vending machines (if it dispenses any beverages or other liquids or refrigerates) shall have a waterproof pan located thereunder that is connected to a drain.

Section 2.3 .     Tenant represents, warrants and covenants to Landlord that it does not derive, and during the course of this Lease will not derive, fifty percent (50%) or more of its annual gross revenues from developing, manufacturing, selling, installing, servicing, leasing or integrating of computers, peripherals, memory systems, modems, semiconductor technology or network systems for integrating the operations of computing and systems software for operating computers.

ARTICLE 3

ALTERATIONS

Section 3.1 .     (a)        Except as provided in Section 3.4 and Section 3.6 , Tenant shall not make any Alterations without Landlord’s prior written consent. Landlord shall not unreasonably withhold, delay or condition its consent to any proposed nonstructural Alterations, provided that such Alterations; (i) are not visible from the outside of the Building, (ii) do not affect any part of the Building other than the Premises or require any alterations, installations, improvements, additions or other physical changes to be performed in or made to any portion of the Building or the Real Property other than the Premises, (iii) do not affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building, (iv) do not affect the proper functioning of any Building System, (v) are not reasonably likely to reduce the value or utility of the Building, (vi) do not affect the certificate of occupancy for the Building or the Premises, (vii) are not Specialty Alterations, and (viii) do not require the consent or approval of any third party, including any Mortgagee or Lessor. Landlord shall not be deemed to be unreasonable with respect to withholding its consent to any proposed nonstructural Alteration that meets the criteria set forth in this Section 3.1(a) if any Lessor or Mortgagee, as the case may be, shall withhold its consent.

(b)       (i)        Prior to making any Alterations, Tenant shall (1) submit to Landlord detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications, which, in the case of nonstructural Alterations that meet the criteria set forth in Section 3.1(a) , shall not be unreasonably withheld, delayed or conditioned, (2) at Tenant’s expense, obtain all permits,

9

approvals and certificates required by any Governmental Authorities, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant’s reasonable expense, by an expediter designated or approved by Landlord, and (3) furnish to Landlord duplicate original policies or certificates thereof of worker’s compensation (covering all Persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration) and commercial general liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, any Lessor and any Mortgagee of whom Tenant has notice, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Landlord with copies thereof, together with the “as-built” plans and specifications for such Alterations, it being agreed that all filings with Governmental Authorities to obtain such permits, approvals and certificates shall be made, at Tenant’s reasonable expense, by an expediter designated or approved by Landlord. All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all Requirements, the Rules and Regulations and the Alteration Rules and Regulations. All materials and equipment to be incorporated in the Premises as a result of any Alterations or a part thereof shall be first quality and no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. If as a result of any Alterations performed by Tenant, including the Initial Alterations, any alterations, installations, improvements, additions or other physical changes are required to be performed or made to any portion of the Building or the Real Property other than the Premises in order to comply with any Requirement(s), which alterations, installations, improvements, additions or other physical changes would not otherwise have had to be performed or made pursuant to applicable Requirement(s) at such time, Landlord, at Tenant’s reasonable cost and expense, may perform or make such alterations, installations, improvements, additions or other physical changes and take such actions as Landlord shall deem reasonably necessary and Tenant, within ten (10) Business Days after written demand therefor (accompanied by detailed evidence) by Landlord, shall provide Landlord with such security in such form as Landlord shall reasonably require, in an amount equal to one hundred percent (100%) of the cost of such alterations, installations, improvements, additions or other physical changes, as reasonably estimated by Landlord’s architect, engineer or contractor. All Alteration(s) requiring the consent of Landlord shall be performed only under the supervision of an independent licensed architect approved by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Landlord hereby approves TPG Planning & Design, LLC, 360 Park Avenue, NY, NY 10010, as Tenant’s architect in connection with Tenant’s Initial Alterations.

(ii)       Landlord reserves the right to disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to condition its approval upon Tenant making revisions to the plans and specifications or supplying additional information. Any review or approval by Landlord of any plans and/or specifications or any preparation or design of any plans by Landlord’s architect or engineer (or any architect or engineer designated by Landlord) with respect to any Alteration is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant or any other Person with respect to the compliance thereof with any Requirements, the adequacy, correctness or efficiency thereof or otherwise.

10

(iii)      Landlord shall approve or disapprove (1) Tenant’s final plans and specifications for any Alteration within ten (10) Business Days from the date complete sets of the same complying with the Alteration Rules and Regulations and other applicable provisions of this Lease are delivered to Landlord, or (2) modifications to plans and specifications resubmitted to Landlord in response to Landlord’s prior comments or disapproval within five (5) Business Days from the date complete sets of the same complying with the Alteration Rules and Regulations and other applicable provisions of this Lease are delivered to Landlord ( provided , in each instance, that the submission shall be of a scope or scale reasonably susceptible of review in such periods). If Landlord shall fail to respond within the applicable ten (10) Business Day period or five (5) Business Day Period (unless the submission is of a scope or scale not reasonably susceptible of review in such periods, in which case Landlord shall have a reasonable additional time to complete its review), then, Landlord shall not be in default of its obligations under this Section 3.1(b)(iii) unless and until Tenant shall have given a notice to Landlord of Landlord’s failure to so notify Tenant within the applicable period, which notice shall prominently include in bold type the following:

“THIS IS A SECOND REQUEST FOR CONSENT TO A PROPOSED ALTERATION. LANDLORD’S RESPONSE IS REQUIRED TO BE GIVEN NOT LATER THAN (A) SEVEN (7) BUSINESS DAYS AFTER RECEIPT BY LANDLORD OF THIS SECOND REQUEST, IF THIS SECOND REQUEST RELATES TO A SUBMISSION OF A FULL SET OF PLANS AND SPECIFICATIONS OR (B) FIVE (5) BUSINESS DAYS AFTER RECEIPT BY LANDLORD OF THIS SECOND REQUEST, IF THIS SECOND REQUEST RELATES TO MODIFICATIONS TO PLANS AND SPECIFICATIONS PREVIOUSLY SUBMITTED TO LANDLORD, OR, IN EITHER SUCH CASE, LANDLORD’S CONSENT TO THE PROPOSED ALTERATION SHALL BE DEEMED GIVEN.”

If Landlord shall fail to so notify Tenant within a further period of seven (7) Business Days or five (5) Business Days, as applicable, after receipt of such second notice by Landlord, in which event Tenant’s sole remedy for Landlord’s default under this Section 3.1(b)(iii) shall be that the Alteration with respect to which Landlord’s consent is sought shall be deemed consented to; provided further , however , that if Landlord shall fail to so notify Tenant within any prescribed periods by reason of Unavoidable Delays or delays resulting from the action or inaction of Tenant or its agents, employees or contractors, then the periods within which Landlord must so notify Tenant shall be automatically extended for the period that such failure continues beyond such periods by reason of such Unavoidable Delays or such other delay.

(c)       Tenant shall be permitted to perform Alterations and Specialty Alterations during the hours of 8:00 A.M. to 6:00 P.M. on Business Days, provided that such work shall not interfere with or interrupt the operation and maintenance of the Building (to more than a de minimis extent) or unreasonably interfere with or interrupt the use and occupancy of the Building by other tenants in the Building. Otherwise, Alterations and Specialty Alterations shall be performed at such times and in such manner as Landlord may from time to time reasonably designate.

11

(d)       (i)        All Alterations and Specialty Alterations shall be performed, at Tenant’s sole cost and expense, by either (to be determined by Tenant in its sole election) Landlord’s contractor(s) or by contractors, subcontractors or mechanics approved by Landlord (such approval not to be unreasonably withheld, delayed or conditioned). Prior to making an Alteration or Specialty Alteration, within five (5) Business Days after Tenant’s request, Landlord shall furnish Tenant with a list of contractors who may perform Alterations or Specialty Alterations to the Premises on behalf of Tenant. If Tenant engages any contractor set forth on the list, Tenant shall not be required to obtain Landlord’s consent for such contractor unless, prior to the earlier of (a) entering into a contract with such contractor, and (b) the commencement of work by such contractor, Landlord shall notify Tenant that such contractor has been removed from the list.

(ii)       Notwithstanding the foregoing, with respect to any Alteration or Specialty Alteration affecting any Building System, (i) Tenant shall select a contractor from a list of approved contractors furnished by Landlord to Tenant (containing at least three (3) contractors) and (ii) the Alteration or Specialty Alteration shall, at Tenant’s cost and expense, be designed or approved by Landlord’s engineer for the relevant Building System. The current list of Building approved contractors is set forth on Exhibit G .

(e)       Any mechanic’s lien filed against the Premises or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged or fully bonded by Tenant within thirty (30) days after Tenant shall have received notice thereof (or such shorter period if required by the terms of any Superior Lease or Mortgage), at Tenant’s expense, by payment or filing the bond required by applicable law. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration, Specialty Alteration, or otherwise, if such employment would interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.

(f)        All Tenant’s Property and Specialty Alterations installed by Tenant in and to the Premises that may be made by Tenant at its own cost and expense during the Term, shall remain the property of Tenant, except as set forth below. All Alterations and Specialty Alterations (as required by this Paragraph) installed by Tenant shall become the property of Landlord. Upon the Expiration Date, all Tenant’s Property and Specialty Alterations that Tenant is required to remove shall be removed from the Premises and Tenant shall repair and restore in a good and worker-like manner to good condition any damage to the Premises or the Building caused by such removal. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be required to remove any Specialty Alterations unless (i) the same are not customary office installations and are materially more expensive to remove than customary office installations, and (ii) Landlord, at the time it approves such Specialty Alterations, notifies Tenant that Tenant will be required to remove the same upon the expiration or sooner termination of this Lease.

12

Section 3.2 .     Tenant shall pay to Landlord or to Landlord’s agent, from time to time during the performance of any Alterations or Specialty Alterations, within ten (10) days after demand therefor (together with detailed evidence thereof), as additional rent, all actual, third party, out-of-pocket costs and expenses incurred by Landlord or Landlord’s agent in connection with any Alterations or Specialty Alterations, including any fee charged by any Lessor or Mortgagee in reviewing the Plans and Specifications for such Alterations or Specialty Alterations (the “ Alteration Fee ”); provided that Landlord shall not be entitled to charge a fee for supervision of construction work performed by Tenant as part of its Initial Alterations.

Section 3.3 .     Upon the request of Tenant, Landlord, at Tenant’s cost and expense, shall join in any applications for any permits, approvals or certificates required to be obtained by Tenant in connection with any permitted Alteration (provided that the provisions of the applicable Requirement shall require that Landlord join in such application) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any cost or expense, including attorneys’ fees and disbursements, or suffer any liability in connection therewith.

Section 3.4      (a)        Tenant shall, with reasonable promptness following the execution and delivery of this Lease, prepare and submit to Landlord, for Landlord’s review and consent, subject to and in accordance with the other provisions of this Article 3 , plans and specifications showing the proposed renovation of the Premises as desired by Tenant and as shall be necessary to renovate, equip and complete the Premises for the lawful use and occupancy thereof for the conduct of Tenant’s business (the “ Initial Alterations ”). The plans and specifications for the Initial Alterations as finally consented to (or deemed consented to) by Landlord, are herein referred to as the “ Initial Plans ”.

(b)       The Initial Alterations shall be performed substantially in accordance with, and subject to, all of the terms and conditions of this Lease, including those set forth elsewhere in this Article 3 . Upon receipt by Tenant of the consent (or the deemed consent) of Landlord to the Initial Alterations, Tenant shall proceed to cause the Initial Alterations, substantially as shown on the Initial Plans, to be completed at Tenant’s sole cost and expense, except as otherwise described in this Section 3.4 .

(c)       In addition to the requirements of Section 3.1 , within ninety (90) days after substantial completion of the Initial Alterations, Tenant shall, to the extent not previously delivered to Landlord, deliver to Landlord (i) copies of paid receipts therefor certified by an officer of Tenant, (ii) general releases and waivers of lien from all consultants, contractors, subcontractors and materialmen involved in the performance of the Initial Alterations and who shall have performed work and/or furnished materials for a price in excess of Ten Thousand U.S. Dollars ($10,000.00) in the aggregate, (iii) a certificate from Tenant’s architect certifying that the Initial Alterations have been completed in accordance with all applicable Requirements and substantially in accordance with the Initial Plans previously approved by Landlord, and (iv) drawings and specifications of the Premises reflecting the renovation consistent with the other terms of this Lease.

(d)       Notwithstanding the foregoing, but in all events subject to Tenant’s obligation to keep the Premises and the Building free of liens, Tenant shall not be required to

13

deliver to Landlord any general release or waiver of lien, as required by the preceding sentence, if Tenant shall be disputing in good faith the payment that would otherwise entitle Tenant to such release or waiver, provided that Tenant shall keep Landlord advised in a timely fashion of the status of any such dispute and the basis therefor and Tenant shall deliver to Landlord the general release or waiver of lien when any such dispute is settled and prior to the disbursement of funds to the party or parties in question. Without limiting the generality of any other provision of this Lease, (1) Tenant shall, at Tenant’s sole cost and expense, and with diligence and dispatch, procure the cancellation or discharge of all notes and notices of violation relating to, or in any manner arising out of or otherwise connected with the Initial Alterations that shall be issued by the New York City Department of Buildings or any other Governmental Authority, and (2) Tenant shall defend, indemnify and save harmless Landlord, its agents, any Mortgagee and any Lessor against any and all mechanic’s and other liens filed in connection with the Initial Alterations, including the liens of any security interest in, conditional sales of, or chattel mortgages upon, any materials, fixtures or articles so installed in and constituting part of the Premises and against all costs, expense, liabilities incurred in connection with any such lien, security interest, conditional sale or chattel mortgage or any action or proceeding brought thereon, and Tenant shall, at its sole cost and expense, procure the satisfaction or discharge or bonding of all such liens within thirty (30) days after Tenant’s first receives notice of the filing thereof.

(e)       Provided Tenant is not then in default in the payment of any monetary obligation or in the performance or observance of any material non-monetary obligation of this Lease to be performed or observed on the part of Tenant of which Tenant has been given written notice by Landlord (unless Tenant is then diligently working to cure the same in which case the date on which Tenant may request a draw under this Section 3.4 , if at all, shall be tolled until the earlier of (i) the date on which Tenant effectuates the cure of the same, (in which case Tenant shall be entitled to request a draw within five (5) days after such cure) or (ii) the day after the last day of the cure period applicable to such default (in which case Tenant's right to request any Landlord Contribution pursuant to this Section 3.4 shall automatically terminate and be of not further force and effect), Landlord shall pay to Tenant, in connection with Tenant’s performance of the Initial Alterations in the manner provided for in Sections 3.4(f) and (g) , the sum of Two Hundred Sixty-Five Thousand Three Hundred U.S. Dollars ($265,300.00) (“ Landlord’s Contribution ”). Anything in this Section 3.4(e) to the contrary notwithstanding, Landlord’s Contribution may be applied by Tenant only to the Cost of the Initial Alterations. Landlord and Tenant acknowledge that Landlord shall have the sole benefit of depreciation with respect to alterations performed using Landlord’s Contribution.

(f)        Tenant may request draws of the Landlord’s Contribution for payment or reimbursement of the Cost of the Initial Alterations from time to time, but not more often than once each calendar month. Such requests shall only be with respect to work for which Tenant has not theretofore been paid or reimbursed by Landlord. Each such request shall be accompanied by (i) evidence reasonably satisfactory to Landlord establishing that all sums due and owing to contractors, subcontractors and materialmen that were the subject of a prior draw have been paid, (ii) an application for payment on a completed AIA Document G702 or its equivalent, (iii) copies of the invoices from the contractors, subcontractors and materialmen for the amounts for which payment or reimbursement is being requested, (iv) a certificate from the architect or engineer employed by Tenant to supervise the construction and performance of the

14

Initial Alterations certifying that the work for which payment or reimbursement is requested has been completed in a good and workerlike manner and substantially in accordance with the Initial Plans previously approved by Landlord and all applicable Requirements and identifying the work for which payment or reimbursement is requested, and (v) a certification by an authorized officer of Tenant that to Tenant’s best knowledge, there has not been filed with respect to any portion of the Building and/or the Premises or upon Tenant’s leasehold interest therein, any vendor’s, mechanic’s, laborer’s, materialmen’s or other lien with respect to the Initial Alterations that has not been discharged of record.

(g)       Provided that Tenant is not then in default in the payment of any monetary obligation or in the performance or observance of any material non-monetary obligation of this Lease to be performed or observed on the part of Tenant of which Tenant has been given written notice by Landlord (unless Tenant is then diligently working to cure the same in which case the date on which Tenant may request a draw under this Section 3.4 , if at all, shall be tolled until the earlier of (i) the date on which Tenant effectuates the cure of the same, (in which case Tenant shall be entitled to request a draw within five (5) days after such cure) or (ii) the day after the last day of the cure period applicable to such default (in which case Tenant's right to request any Landlord Contribution pursuant to this Section 3.4 shall automatically terminate and be of not further force and effect)), within twenty (20) Business Days after receipt of each such request and all applicable accompanying documentation, Landlord shall pay or reimburse to Tenant (y) the amounts set forth in the approved invoice or invoices, except (1) to the extent that Landlord asserts that Tenant’s approval of the invoice as due and owing is not true and Tenant shall not produce evidence to the contrary reasonably acceptable to Landlord, or (2) if the amount requested, together with all amounts previously paid by Landlord, is in excess of the limitation on the aggregate amount required to be paid or reimbursed by Landlord to Tenant, and (z) with respect to the final payment, the balance of the Landlord’s Contribution.

(h)       The right to receive reimbursement for the Cost of the Initial Alterations, as provided in this Section 3.4 , shall be for the exclusive benefit of Tenant, it being the express intent of the parties hereto that in no event shall such right be conferred upon, or for the benefit of, any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or any other Person.

Section 3.5      During the construction of the Initial Alterations, subject to (a) applicable Requirements, (b) the rights of other tenants or occupants of the Building (including third parties who may have previously reserved the use of elevators, loading docks or other portions of the Building, which will be reserved on a “first come, first served” basis), and (c) reasonable security measures employed by Landlord, Tenant and Tenant’s contractors and subcontractors engaged to perform such Initial Alterations shall have access to the Building’s loading docks, freight elevators, and hoists (if any) during the hours in which construction is permitted pursuant to this Lease.

Section 3.6      Notwithstanding anything to the contrary contained in this Article 3 , after the completion of the Initial Alterations, Tenant shall be permitted to perform purely cosmetic or decorative alterations to the Premises (such as painting, wallpapering and carpeting) that do not in any way affect the structure or systems of the Building, without submitting to Landlord plans and specifications for such decorative or cosmetic work and without Landlord’s

15

consent, provided that Tenant provides to Landlord in writing, at least five (5) Business Days prior to the commencement of such work, (a) a detailed description of such work, (b) the time frame for performance of such work, (c) the identity of the contractors performing such work, and (d) such other information regarding such work as Landlord may reasonably require, taking into account all applicable facts and circumstances. All terms and provisions of this Lease applicable to the performance of Alterations shall apply to such work other than: (i) the requirements to provide plans and specifications, (ii) the Alteration Fee, and (iii) the requirement for Landlord’s consent.

ARTICLE 4

REPAIRS-FLOOR LOAD

Section 4.1 .     Landlord shall operate, maintain and make all necessary repairs (both structural and nonstructural) and replacements to (a) the Building Systems that provide service to the Premises (including the perimeter induction units in the Premises and the sprinkler riser to the point of distribution to the Premises, and specifically excluding the distribution portions of such Building Systems located within the Premises), (b) the exterior and public portions of the Building, both exterior and interior (including the roof, roof membrane, windows, stairwells, foundation and support structure of the Building), and (c) the walls, foundation, and structural support columns running through the Premises, all in conformance with standards applicable to first-class office buildings in Manhattan. Tenant, at Tenant’s sole cost and expense, shall take good care of the Premises and the fixtures, equipment and appurtenances therein, including all toilets and bathrooms if any, within the Premises, and the distribution systems and shall make all nonstructural repairs thereto as and when needed to preserve them in good working order and condition, except for reasonable wear and tear, obsolescence and damage for which Tenant is not responsible pursuant to the provisions of Article 10 . Notwithstanding the foregoing, all damage or injury to the Premises or to any other part of the Building and Building Systems, or to the Building’s fixtures, equipment and appurtenances, whether requiring structural or nonstructural repairs, caused by or resulting from carelessness, omission, neglect or improper conduct of, or Alterations made by, Tenant, Tenant’s agents, employees, invitees or licensees, shall be repaired at Tenant’s sole cost and expense, by Tenant to the reasonable satisfaction of Landlord (if the required repairs are nonstructural in nature and do not affect any Building System), or by Landlord (if the required repairs are structural in nature or affect any Building System). All of the aforesaid repairs shall be of first quality and of a class consistent with first class office building work or construction and shall be made in accordance with the provisions of Article 3 . If Tenant fails, after ten (10) days’ notice (or such shorter period as Landlord may be permitted pursuant to any Superior Lease or Mortgage or such shorter period as may be required due to an emergency), to proceed with due diligence to make repairs required to be made by Tenant, the same may be made by Landlord at the expense of Tenant, and the actual out-of-pocket expenses thereof incurred by Landlord, with interest thereon at the Applicable Rate, shall be paid to Landlord as Additional Rent within ten (10) Business Days after rendition of a detailed bill or statement therefor. Tenant shall give Landlord prompt notice of any defective condition in the Building or in any Building System, located in, servicing, or passing through, the Premises.

Section 4.2 .     Tenant shall not place a load upon any floor of the Premises exceeding fifty (50) pounds per square foot “live load”. Tenant shall not move any safe, heavy

16

machinery, heavy equipment, business machines, 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 shall make payment to Landlord of Landlord’s commercially reasonable out-of-pocket third party costs in connection therewith. If such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant shall employ only persons holding a Master Rigger’s license to do such work. All work in connection therewith shall comply with all Requirements and the Rules and Regulations, and shall be done during such hours as Landlord may reasonably designate. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance. Except as expressly provided in this Lease, there shall be no allowance to Tenant for a diminution of rental value 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 thereof.

Section 4.3 .     Landlord shall use its reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises in making any repairs, replacements, alterations, additions or improvements; provided , however , that Landlord shall have no obligation to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever, except that Landlord, at its expense, but subject nevertheless to recoupment pursuant to Article 27 , shall employ contractors or labor at so-called overtime or other premium pay rates if necessary to make any repair required to be made by it hereunder to remedy any condition that either (a) results in a denial of access to the Premises (other than to a de minimis extent), (b) threatens the health or safety of any occupant of the Premises, or (c) except in the case of a fire or other casualty, interferes (other than to a de minimis extent) with Tenant’s ability to conduct its business in the Premises. In all other cases, at Tenant’s request, Landlord shall employ contractors or labor at so-called overtime or other premium pay rates and incur any other overtime costs or expenses in making any repairs, alterations, additions or improvements, and Tenant shall pay to Landlord, as additional rent, within ten (10) days after demand, an amount equal to the difference between the overtime or other premium pay rates and the regular pay rates for such labor and any other overtime costs or expenses so incurred.

ARTICLE 5

WINDOW CLEANING

Tenant shall not clean, nor require, permit, suffer or allow, any window in the Premises to be cleaned from the outside in violation of Section 202 of the New York Labor Law, or any other Requirement, or of the rules of the Board of Standards and Appeals, or of any other board or body having or asserting jurisdiction.

ARTICLE 6

REQUIREMENTS OF LAW

Section 6.1 .     (a)        Tenant, at Tenant’s sole cost and expense, shall comply with all Requirements applicable to the use and occupancy of the Premises including those

17

applicable to the making of any Alterations therein or the result of the making thereof and those applicable by reason of the nature or type of business operated by Tenant in the Premises except that (other than with respect to the making of Alterations or the result of the making thereof) Tenant shall not be under any obligation to make any alteration in order to comply with any Requirement applicable to the mere general “office” use or the Permitted Use (as opposed to Tenant’s particular manner of use) of the Premises, unless otherwise expressly required herein. Tenant shall not do or permit to be done any act or thing upon the Premises that (i) will invalidate or be in conflict with a standard “all-risk” insurance policy, and (ii) is not now or hereafter permitted by the New York City Fire Department, New York Board of Fire Underwriters, the Insurance Services Office or other authority having jurisdiction and then only in such quantity and manner so as not to increase the rate for fire insurance applicable to the Building. Further, Tenant shall not do or permit the Premises to be used in a manner (as opposed to mere “general office” use or the Permitted Use) that shall increase the rate of fire insurance on the Building or on property located therein over that in similar type buildings or in effect on the Commencement Date. Landlord represents that the mere use of the Premises for the Permitted Use (as opposed to Tenant’s particular manner of use) (y) shall not invalidate (or be in conflict with) any insurance policy carried by Landlord, and (z) shall not cause an increase in the premium of such insurance policy carried by Landlord. If by reason of Tenant’s failure to comply with the provisions of this Article, the fire insurance rate shall be higher than it otherwise would be, then Tenant shall desist from doing or permitting to be done any such act or thing and shall reimburse Landlord, promptly upon demand therefor and as additional rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord that shall have been charged because of such failure by Tenant (which amount shall be apportioned equitably among Tenant and such other tenants in the Building that have caused (or contributed to) an increase in Landlord’s fire insurance premiums. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the Building or the Premises issued by the Insurance Services Office, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building.

(b)       Landlord, at Landlord’s sole cost and expense (but subject nevertheless to recoupment as provided in Article 27 ) shall comply with all Requirements applicable to the Premises and the Building that affect Tenant’s use or occupancy of the Premises other than those Requirements with respect to which Tenant is expressly required to comply in this Lease or other tenants or occupants of the Building shall be required to comply, subject to Landlord’s right to contest the applicability or legality thereof.

Section 6.2 .     Tenant, at its sole cost and expense and after notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any Requirement affecting the Premises, provided that (a) Landlord (or any Indemnitee) shall not be susceptible of being subject to imprisonment or susceptible of being subject to prosecution for a crime, nor shall the Real Property or any part thereof be subject to being condemned or vacated, nor shall the certificate of occupancy for the Premises or the Building be suspended or threatened to be suspended by reason of non-compliance or by reason of such contest; (b) before the commencement of such contest, if Landlord or any Indemnitee may be subject to any civil fines or penalties or other criminal penalties or if Landlord may be liable to any independent third party as a result of such noncompliance, Tenant shall furnish to

18

Landlord security reasonably satisfactory in all respects to Landlord; (c) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any Mortgage or Superior Lease, or if such Superior Lease or Mortgage shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status of such proceedings.

ARTICLE 7

SUBORDINATION, ATTORNMENT AND ESTOPPEL

Section 7.1 .     (a)        This Lease and all of Tenant’s rights hereunder shall be subject and subordinate to (i) each and every Superior Lease, (ii) each and every Mortgage, and (iii) to all easements or agreements now or hereafter affecting the Building or the Real Property. This Section 7.1 shall be self-operative and no further instrument of subordination shall be required from Tenant to make the interest of any Lessor or Mortgagee superior to the interest of Tenant hereunder; provided , however , that Tenant shall execute and deliver promptly any instrument, in recordable form, that Landlord, any Mortgagee or Lessor may reasonably request to evidence and confirm such subordination.

(b)       If the date of expiration of any Superior Lease shall be the same day as the Expiration Date, the Term shall end and expire, and be deemed to have ended and expired, twenty-four (24) hours prior to the expiration of the Superior Lease. Tenant shall not do anything that Tenant has notice would constitute a default under any Superior Lease or Mortgage, or omit to do anything that Tenant is obligated to do under the terms of this Lease so as to cause Landlord to be in default thereunder.

(c)       If, in connection with the financing of the Real Property, the Building or the interest of the lessee under any Superior Lease, or if in connection with the entering into of a Superior Lease, any lending institution, Mortgagee or Lessor shall request reasonable modifications of this Lease that do not increase Tenant’s monetary or other obligations under this Lease, or adversely affect or diminish the rights (other than to a de minimis extent), or increase the other obligations of Tenant under this Lease (other than to a de minimis extent), Tenant shall make such modifications. In no event shall a requirement that the consent of any Mortgagee or Lessor be given for either (i) any modification of this Lease or (ii) any assignment or sublease be deemed to materially adverse affect the leasehold interest hereby created.

Section 7.2 .     If at any time prior to the expiration of the Term, any Superior Lease shall terminate or be terminated for any reason or any Mortgagee (or its designee) comes into possession of the Real Property or the Building or the estate created by any Superior Lease by receiver, deed in lieu of foreclosure, foreclosure, transfer in bankruptcy or otherwise, Tenant agrees, at the election and upon demand of any owner of the Real Property or the Building, or of the Lessor, or of any Mortgagee in possession of the Real Property or the Building, to attorn, from time to time, to any such owner, Lessor or Mortgagee or any person acquiring the interest of Landlord as a result of any such termination, or as a result of a foreclosure of the Mortgage the granting of a deed in lieu of foreclosure, the transfer of the Real Property or the Building pursuant to a bankruptcy proceeding or otherwise, upon the then executory terms and conditions

19

of this Lease, subject to the provisions of Section 7.1 and this Section 7.2 , for the remainder of the Term, provided that such owner, Lessor, Mortgagee or receiver, caused to be appointed by any of the foregoing, as the case may be, shall then be entitled to possession of the Premises and provided further that such owner, Lessor, Mortgagee or receiver, as the case may be, or anyone claiming by, through or under such owner, Lessor, Mortgagee or receiver, as the case may be, including a purchaser at a foreclosure sale, shall not be:

(a)       liable for any act or omission of any prior landlord (including the then defaulting landlord) except to the extent the act or omission continues after such owner, lessor, mortgagee or receiver obtains actual and legal possession of the Building; or

(b)       subject to any credits, claims, counterclaims, demands, defenses or offsets that Tenant may have against any prior landlord (including the then defaulting landlord); or

(c)       bound by any payment of Rental that Tenant may have made to any prior landlord (including the then defaulting landlord) more than thirty (30) days in advance of the date upon which such payment was due; or

(d)       responsible for any funds owing by Landlord to the credit of Tenant except for security deposits that have actually come into its possession; or

(e)       bound by any obligation to perform any work or to make improvements to the Premises, except for (i) repairs and maintenance pursuant to the provisions of Article 4 , the need for which repairs and maintenance first arises or continues after the date upon which such owner, Lessor, Mortgagee or receiver shall be entitled to possession of the Premises, (ii) repairs to the Premises or any part thereof as a result of damage by fire or other casualty pursuant to Article 10 , but only to the extent that such repairs can be reasonably made from the net proceeds of any insurance actually made available to such owner, Lessor or Mortgagee, and (iii) repairs to the Premises as a result of a partial condemnation pursuant to Article 11 , but only to the extent that such repairs can be reasonably made from the net proceeds of any award made available to such owner, Lessor, Mortgagee or receiver; or

(f)        bound by any amendment or modification of this Lease made without its consent provided Tenant had been given prior notice of such owner, Lessor, Mortgagee or receiver, as the case may be, or

(g)       bound to return or account for Tenant’s security deposit, if any, until such deposit has come into its actual possession and Tenant would be entitled to such security deposit pursuant to the terms of this Lease.

The provisions of this Section 7.2 shall inure to the benefit of any such owner, Lessor, Mortgagee or receiver, shall apply notwithstanding that as a matter of law, this Lease may terminate upon the termination of any Superior Lease, shall be self-operative, and no further instrument shall be required to give effect to these provisions. Upon demand of any such owner, Lessor, Mortgagee or receiver, Tenant shall execute, from time to time, instruments, in recordable form, in confirmation of the foregoing provisions of this Section 7.2 , reasonably satisfactory to any such owner, Lessor, Mortgagee or receiver, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section 7.2

20

shall be construed to impair any right otherwise exercisable by any such owner, Lessor, Mortgagee or receiver.

Section 7.3 .     From time to time, within ten (10) Business Days next following a request therefor by Landlord, any Mortgagee or any Lessor or any receiver, Tenant shall execute, acknowledge and deliver to Landlord, such Mortgagee, such Lessor or receiver a written statement executed by Tenant, in form reasonably satisfactory to Landlord, such Mortgagee, such Lessor or such receiver, (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the date to which the Fixed Rent, Escalation Rent and other items of Rental have been paid, (c) stating whether or not, to the best knowledge of Tenant, Landlord is in default under this Lease, and, if Landlord is in default, setting forth the specific nature of all such defaults, and (d) as to any other matters reasonably requested by Landlord, such Mortgagee, such Lessor or receiver. Tenant acknowledges that any statement delivered pursuant to this Section 7.3 may be relied upon by any actual or prospective purchaser or owner of, or financing source for, the Real Property or the Building, or Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee, or by an assignee of any Mortgagee, or by any Lessor. Failure by Tenant to comply with the provisions of this Section 7.3 shall constitute a waiver by Tenant of any defaults on Landlord’s part under this Lease and a waiver of enforceability by Tenant of any modification of this Lease as against any person above described entitled to rely upon such statement, but without however limiting any rights and remedies available to Landlord by reason of Tenant’s failure to so comply.

Section 7.4 .     As long as any Superior Lease or Mortgage shall exist, Tenant shall neither terminate nor seek to terminate this Lease by reason of any act or omission of Landlord unless and until (a) Tenant shall have given written notice of such act or omission to all Lessors and Mortgagees at such addresses as shall have been previously furnished to Tenant by Landlord or such Lessors and Mortgagees and (b) until a reasonable period of time (that shall not be less than the period Landlord had to remedy such act or omission) shall have elapsed following the giving of such notice, during which period such Lessors and Mortgagees shall have the right, but not the obligation, to remedy such act or omission. Nothing herein contained shall be deemed to create any rights in Tenant not specifically granted in this Lease or under any applicable provision of law, to require or compel or to obligate, any such Mortgagee or Lessor to remedy any such act or omission.

Section 7.5 .     Tenant hereby irrevocably waives any and all rights it may have in connection with any zoning lot merger or transfer of development rights with respect to the Real Property, including any rights it may have to be a party to, to contest, or to execute, any Declaration of Restrictions (as such term is defined in Section 12-10 of the Zoning Resolution of The City of New York effective December 15, 1961, as amended or similar Requirement) with respect to the Real Property, which would cause the Premises to be merged with or unmerged from any other zoning lot pursuant to such Zoning Resolution or to any document of a similar nature and purpose. Tenant agrees that this Lease shall be subject and subordinate to any Declaration of Restrictions or any other document of similar nature and purpose now or hereafter affecting the Real Property. Landlord represents that the use and occupancy of the Premises for the Permitted Use (as opposed to Tenant’s particular manner of use) is not in conflict with any Declaration of Restrictions or any other document of similar nature and purpose now affecting

21

the Real Property. In confirmation of such subordination and waiver, Tenant shall execute and deliver promptly any certificate or instrument that Landlord reasonably may request.

ARTICLE 8

RULES AND REGULATIONS

Section 8.1 .     Tenant and Tenant’s contractors, employees, agents, visitors, invitees and licensees shall comply with the Rules and Regulations and the Alteration Rules and Regulations. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or Alteration Rules and Regulations or terms, covenants or conditions in any other lease against any other tenant, and Landlord shall not be liable to Tenant for any violation of the same by any other tenant or Person, its employees, agents, visitors or licensees. Landlord agrees not to enforce any Rule or Regulation or Alteration Rule or Regulation against Tenant in a discriminatory manner. Landlord shall give Tenant thirty (30) days prior notice of any material additions or changes to the existing Rules and Regulations.

Section 8.2 .     In the event of any conflict between the Rules and Regulations and the Alteration Rules and Regulations and the provisions of this Lease, the provisions of this Lease shall control.

ARTICLE 9

INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

Section 9.1 .     (a)        Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord nor its agents shall be liable for any injury or death to persons or damage to property, or interruption of Tenant’s business, resulting from fire or other casualty except to the extent actually caused by the gross negligence or willful misconduct of Landlord or its agents. Neither Landlord nor its agents shall be liable for any such injury or death to persons or damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work except to the extent actually caused by the gross negligence or willful misconduct of Landlord or its agents. Neither Landlord nor its agents shall be liable for any injury or death to persons or damage to property or improvements, or interruption of Tenant’s business, resulting from any latent defect in the Premises or in the Building except to the extent actually caused by the gross negligence or willful misconduct of Landlord or its agents; provided that the foregoing shall not relieve Landlord from its obligations, if any, to repair such latent defect pursuant to the provisions of Article 4 .

(b)       If any windows of the Premises are temporarily closed, darkened or bricked-up due to any Requirement or by reason of repairs, maintenance, alterations, or improvements to the Building, or any of such windows are permanently closed, darkened or bricked-up due to any Requirement, neither Landlord nor its agents shall be liable in any way for any loss or for any damage Tenant or its agents may sustain thereby and Tenant shall not be (i) entitled to any compensation therefor, (ii) entitled to any abatement or diminution of Fixed Rent or any other item of Rental, (iii) released from its obligations hereunder, or (iv) deemed to

22

suffer an actual or constructive eviction, in whole or in part, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise. If the windows of the Premises are temporarily closed, darkened or bricked-up, as aforesaid, then, unless Tenant is required pursuant to the Lease to perform the repairs, maintenance, alterations, or improvements, or to comply with the Requirements, that resulted in such windows being closed, darkened or bricked-up, Landlord shall perform such repairs, maintenance, alterations or improvements and comply with the applicable Requirements with reasonable diligence.

(c)       Tenant shall immediately notify Landlord of any fire, casualty or accident in the Premises or the Building promptly after the discovery thereof.

Section 9.2 .     Tenant shall obtain and keep in full force and effect (a) an “all risk” insurance policy for Tenant’s Specialty Alterations and Tenant’s Property at the Premises in an amount equal to one hundred percent (100%) of the replacement value thereof, and (b) a policy of commercial general liability and property damage insurance on an occurrence basis, with a broad form contractual liability endorsement. Such policies shall provide that Tenant is named as the insured. Landlord, Landlord’s managing agent, Landlord’s agents and any Lessors and any Mortgagees whose names shall have been furnished to Tenant shall be added as (i) additional insureds, as their respective interests may appear, with respect to the insurance required to be carried pursuant to Clause (b) ; and (ii) loss payees, as their respective interests may appear, with respect to the insurance required to be carried pursuant to Clause (a) . As of the date hereof, such additional insureds are listed in Schedule D . Such policy with respect to Clause (b) shall include a provision under which the insurer agrees to indemnify, defend and hold Landlord, Landlord’s managing agent, Landlord’s agents and such Lessors and Mortgagees harmless from and against, subject to the limits of liability set forth in this Section 9.2 , all cost, expense and liability arising out of, or based upon, any and all claims, accidents, injuries and damages mentioned in Article 35 . In addition, the policy required to be carried pursuant to Clause (b) shall contain a provision that (i) no act or omission of Tenant shall affect or limit the obligation of the insurer to pay the amount of any loss sustained and (ii) the policy shall be non-cancelable with respect to Landlord, Landlord’s managing agent, Landlord’s agents and such Lessors and Mortgagees whose names and addresses shall have been furnished to Tenant, unless thirty (30) days’ prior written notice shall have been given to Landlord by certified mail, return receipt requested, which notice shall contain the policy number and the names of the insured and additional insureds. In addition, Tenant shall immediately, upon receipt by Tenant of any notice of cancellation or any other notice from the insurance carrier that may adversely affect the coverage of the insureds under such policy of insurance, deliver to Landlord and any other additional insured thereunder a copy of such notice. The minimum amounts of liability under the policy of insurance required to be carried pursuant to Clause (b) shall be combined single limit with respect to each occurrence in an amount of One Million U.S. Dollars ($1,000,000.00) for injury or death to persons and damage to property, and Umbrella Liability Insurance in an amount not less than $5,000,000.00 for each policy year; which amount shall be increased from time to time to that amount of insurance that, in Landlord’s reasonable judgment, is then being customarily required by prudent landlords of first-class office buildings in New York City. All insurance required to be carried by Tenant pursuant to the terms of this Lease may contain commercially reasonable deductibles and shall be effected under valid and enforceable policies issued by reputable and independent insurers licensed 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

23

organization having a national reputation) as having a general policyholder rating of “A” and a financial rating of at least “XIII”.

Section 9.3 .     Landlord shall obtain and keep in full force and effect insurance against loss or damage by fire and other casualty to the Building, including Tenant’s Alterations (exclusive of Specialty Alterations), the completion of which Landlord shall have been notified, as may be insurable under then available standard forms of “all-risk” insurance policies, in an amount equal to one hundred percent (100%) of the replacement value thereof or in such lesser amount as will avoid co-insurance (including an “agreed amount” endorsement). Notwithstanding anything to the contrary contained in the Lease, including Articles 10 and 11 , Landlord shall not be liable to Tenant for any failure to insure, replace or restore any Alterations (and Tenant shall be obligated to do so) unless Tenant shall have notified Landlord of the completion of such Alterations and of the cost thereof, and shall have maintained adequate records with respect to such Alterations to facilitate the adjustment of any insurance claims with respect thereto. Tenant shall cooperate with Landlord and Landlord’s insurance companies in the adjustment of any claims for any damage to the Building or such Alterations.

Section 9.4 .     On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate certificates of insurance, including evidence of waivers of subrogation required pursuant to Section 10.5 , required to be carried by Tenant pursuant to this Article 9 . Evidence of each renewal or replacement of a policy shall be delivered by Tenant to Landlord at least twenty (20) days prior to the expiration of such policy.

Section 9.5 .     Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible for damage to, Tenant’s Property or Specialty Alterations, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

Section 9.6 .     If, notwithstanding the recovery of insurance proceeds by Tenant for loss, damage or destruction of its property (or rental value or business interruptions), Landlord is liable to Tenant with respect thereto or is obligated under this Lease to make replacement, repair or restoration, then, at Landlord’s option, either (a) the amount of the net proceeds of Tenant’s insurance against such loss, damage or destruction shall be offset against Landlord’s liability to Tenant therefor, or (b) shall be made available to Landlord to pay for replacement, repair or restoration.

ARTICLE 10

DESTRUCTION-FIRE OR OTHER CAUSE

Section 10.1 .   (a)        If the Premises (including Alterations other than Specialty Alterations) shall be damaged by fire or other insured casualty, and if Tenant shall give prompt written notice thereof to Landlord, the damage, with such modifications as shall be required in order to comply with Requirements shall be diligently repaired by and at the expense of Landlord to substantially the condition that existed prior to the damage (such repairs, “ Landlord’s Restoration Work ”), and until such repairs that are required to be performed by Landlord (excluding Long Lead Work) shall be substantially completed (of which substantial completion Landlord shall promptly notify Tenant) the Fixed Rent, Electricity Additional Rent,

24

Escalation Rent and Space Factor shall be reduced in the proportion that the area of the part of the Premises that is untenantable by Tenant, as determined by Landlord in Landlord’s reasonable discretion, bears to the total area of the Premises immediately prior to such casualty. Upon the substantial completion of Landlord’s Restoration Work (excluding Long Lead Work), Landlord shall diligently prosecute to completion any items of Long Lead Work remaining to be completed. Landlord shall have no obligation to repair any damage to, or to replace, any Specialty Alterations or Tenant’s Property, which Tenant shall complete promptly after substantial completion of Landlord’s repair obligations under this Article 10 . In addition, Landlord shall not be obligated to repair any damage to, or to replace, any other Alterations unless Tenant shall have notified Landlord of the completion of such Alterations and the cost thereof, and shall have maintained adequate records with respect to such Alterations. Tenant shall make all necessary repairs to the Specialty Alterations and same shall be completed promptly after substantial completion of Landlord’s repair obligations under this Article 10 .

(b)       Prior to the substantial completion of Landlord’s Restoration Work, Landlord shall provide Tenant and Tenant’s contractor, subcontractors and materialmen that have been approved by Landlord access to the Premises to perform Specialty Alterations (or other Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof), on the following terms and conditions (but not to occupy the same for the conduct of business):

(i)        Tenant shall not commence work in any portion of the Premises until the date specified in a notice from Landlord to Tenant stating that the repairs required to be made by Landlord have been or will be completed to the extent reasonably necessary, in Landlord’s discretion, to permit the commencement of the Specialty Alterations (or Alterations, if Landlord is not obligated to repair same pursuant to the provisions hereof) then prudent to be performed in accordance with good construction practice in the portion of the Premises in question without interference with, and consistent with the performance of, the repairs remaining to be performed.

(ii)       Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, except that there shall be no obligation on the part of Tenant solely because of such access to pay any Fixed Rent, Electricity Additional Rent or Escalation Rent with respect to the affected portion of the Premises for any period prior to substantial completion of the repairs.

(iii)      If Landlord shall be delayed from substantially completing Landlord’s Restoration Work due to any acts of Tenant, its agents, servants, employees or contractors, including by reason of the performance of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), by reason of Tenant’s failure or refusal to comply or to cause its architects, engineers, designers and contractors to comply with any of Tenant’s obligations described or referred to in this Lease, or if such repairs are not completed because under good construction scheduling practice such repairs should be performed after completion of any Specialty Alteration (or Alteration, if Landlord is not obligated to repair same pursuant to the provisions hereof), then such repairs shall be deemed substantially complete on the date that the repairs would have been substantially complete but for such delay and the expiration of the abatement of the Tenant’s obligations hereunder shall not be postponed by reason of such delay. Any additional costs to Landlord to complete any repairs

25

occasioned by such delay shall be paid by Tenant to Landlord within ten (10) days after demand, as additional rent.

Section 10.2 .   Anything contained in Section 10.1 to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then Landlord, at Landlord’s option, may, not later than ninety (90) days following the damage, give Tenant a notice in writing terminating this Lease. If Landlord so elects to terminate this Lease, the Term shall expire upon a date set by Landlord in said notice, but not sooner than the sixtieth (60th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 . Upon the termination of this Lease under the conditions provided for in this Section 10.2 , the Fixed Rent, Electricity Additional Rent and Escalation Rent shall be apportioned and any prepaid portion of Fixed Rent, Electricity Additional Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant.

Section 10.3 .   (a)        Within ninety (90) days after notice to Landlord of any damage described in Section 10.1 , Landlord shall deliver to Tenant a statement prepared by a reputable contractor setting forth such contractor’s estimate as to the time required to repair such damage, exclusive of time required to repair any Specialty Alterations or other work items that are Tenant’s obligation to repair or to perform Long Lead Work. If the estimated time period exceeds twelve (12) months from the date of such statement, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given by Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 . If Tenant shall not have elected to terminate this Lease pursuant to this Article 10 (or is not entitled to terminate this Lease pursuant to this Article 10 ), the damages shall be diligently repaired by and at the expense of Landlord as set forth in Section 10.1 .

(b)       Notwithstanding the foregoing, if the Premises shall be substantially damaged during the last year of the Term, either Landlord or Tenant may elect by notice, given within ninety (90) days after the occurrence of such damage, to terminate this Lease and if either party makes such election, the Term shall expire upon the thirtieth (30th) day after notice of such election is given and Tenant shall vacate the Premises and surrender the same to Landlord in accordance with the provisions of Article 20 .

(c)       Except as expressly set forth in this Section 10.3 , Tenant shall have no other options to cancel this Lease under this Article 10 .

Section 10.4 .   This Article 10 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York (and Requirements of similar import) that provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case.

26

Section 10.5 .   The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however, that the release, discharge, exoneration and covenant not to sue herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision. If either party shall be unable to obtain the inclusion of such clause even with the payment of an additional premium, then such party shall attempt to name the other party as an additional insured (but not a loss payee) under the policy. If the payment of an additional premium is required for naming the other party as an additional insured (but not a loss payee), each party shall advise the other of the amount of any such additional premium and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium or if it shall not be possible to have the other party named as an additional insured (but not loss payee), even with the payment of an additional premium, then (in either event) such party shall so notify the first party and the first party shall not have the obligation to name the other party as an additional insured. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant’s Property or Specialty Alterations and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

Section 10.6 .   Nothing herein contained shall relieve Tenant from any liability to Landlord or to Landlord’s insurers in connection with any damage to the Premises or the Building by fire or other casualty if Tenant shall be legally liable in such respect.

Section 10.7 .   Tenant shall throughout the Term provide fire wardens and searchers as required under NYC Local Law No. 5 of 1973, or any Requirement of similar purpose or import.

ARTICLE 11

EMINENT DOMAIN

Section 11.1 .   (a)        If the whole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title with the same effect as if such date were the Expiration Date. If only a part of the Real Property and not the entire Premises shall be so acquired or condemned then, (i) except as hereinafter provided in this Section 11.1 , this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of

27

the vesting of title, the Fixed Rent and the Space Factor shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation and Tenant’s Share and Tenant’s Tax Share shall each be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation; (ii) whether or not the Premises shall be affected thereby, Landlord, at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area leased by Landlord or its Affiliates); and (iii) if the part of the Real Property so acquired or condemned shall contain more than fifteen percent (15%) of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant’s option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease. If any such thirty (30) days’ notice of termination is given by Landlord or Tenant, this Lease and the Term shall come to an end and expire upon the expiration of such thirty (30) days with the same effect as if the date of expiration of such thirty (30) days were the Expiration Date. If a part of the Premises shall be so acquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1 , Landlord, at Landlord’s expense (but only to the extent of the proceeds received by Landlord), shall restore that part of the Premises not so acquired or condemned to a self-contained rental unit inclusive of Tenant’s Alterations (other than Specialty Alterations). Upon the termination of this Lease and the Term pursuant to the provisions of this Section 11.1 , the Fixed Rent, Electricity Additional Rent and Escalation Rent shall be apportioned and any prepaid portion of Fixed Rent, Electricity Additional Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant.

(b)       Landlord agrees to use reasonable efforts to advise Tenant of any threatened acquisition or condemnation affecting the Premises.

Section 11.2 .   In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Section 11.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property included in such taking, and for any moving expenses.

Section 11.3 .   If the whole or any part of the Premises shall be acquired or condemned temporarily during the Term for any public or quasi-public use or purpose, Tenant shall give prompt notice thereof to Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay in full all items of Rental payable by Tenant hereunder without reduction or abatement, and Tenant shall be entitled to receive for itself any award or payments for such use, provided, however, that:

28

(a)       if the acquisition or condemnation is for a period not extending beyond the Term and if such award or payment is made less frequently than in monthly installments, the same shall be paid to and held by Landlord as a fund that Landlord shall apply from time to time to the Rental payable by Tenant hereunder, except that, if by reason of such acquisition or condemnation changes or alterations are required to be made to the Premises that would necessitate