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Lease Agreement

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731 Office One Holding LLC | 731 OFFICE ONE LLC | Alexander's Inc | CITIBANK, NA | Proskauer Rose LLP

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Title: LEASE
Governing Law: New York Date: 5/4/2009
Industry: Real Estate Operations Law Firm: Proskauer Rose;Paul Hastings Sector: Services

Exhibit 10.59

LEASE

between

731 OFFICE ONE LLC,

Landlord,

and

CITIBANK, N.A.,

Tenant.

731 Lexington Avenue
New York, New York 10022

as of January ____, 2005

TABLE OF CONTENTS

Article/Section			Page
Article 1 DEMISE, TERM, FIXED RENT			2
	1.1	Demise	2
	1.2	Commencement Date	2
	1.3	Rent Commencement Date	2
	1.4	Fixed Rent	2
	1.5	Payments of Fixed Rent	2
	1.6	Certain Definitions	3
Article 2 ESCALATION RENT			4
	2.1	Operating Expense Definitions	4
	2.2	Calculation of Operating Expenses	8
	2.3	Operating Expense Payment	11
	2.4	Auditing of Operating Expense Statements	13
	2.5	Tax Definitions	14
	2.6	Tax Payment	16
	2.7	Reductions in Taxes	17
Article 3 USE			19
	3.1	Permitted Use	19
	3.2	Limitations	21
	3.3	Bloomberg Lease Restrictions	21
	3.4	Rules	22
	3.5	Fire Stairs	23
	3.6	Risers	24
	3.7	Tenant's Signs	24
	3.8	Promotional Displays	25
	3.9	Antennae Roof Rights	26
	3.10	Wireless Internet Service	28
	3.11	Telecommunications Provider/Telephone Closets	28
	3.12	Access to Beacon Court	29
	3.13	Lobby Turnstiles	29
	3.14	Fitness Center	30
	3.15	Floor Loads	31
Article 4 SERVICES			31
	4.1	Certain Definitions	31
	4.2	Passenger Elevator Service	31
	4.3	Freight Elevator Service	32
	4.4	Heat, Ventilation and Air-Conditioning	34
	4.5	Cleaning	35
	4.6	Water	36
	4.7	Building Employee Listing	37
	4.8	Building Security	37
	4.9	Fire System	38
	4.10	Gas	39

i

	4.11	Steam	39
	4.12	Operation of Building Systems	39
	4.13	Supplemental HVAC System	40
	4.14	No Other Services	40
	4.15	Labor Harmony	41
Article 5 ELECTRICITY			41
	5.1	Capacity	41
	5.2	Electricity for the Building	42
	5.3	Submetering	42
	5.4	Termination of Electric Service	43
Article 6 INITIAL CONDITION OF THE PREMISES			44
	6.1	Condition of Premises	44
Article 7 ALTERATIONS			45
	7.1	General	45
	7.2	Basic Alterations and Material Alterations	46
	7.3	Approval Process	46
	7.4	Performance of Alterations	48
	7.5	Financial Integrity	49
	7.6	Effect on Building	50
	7.7	Time for Performance of Alterations	50
	7.8	Removal of Alterations and Tenant's Property	51
	7.9	Contractors and Supervision	52
	7.10	Landlord's Expenses	53
	7.11	Pantry	53
	7.12	Window Coverings	53
	7.13	Standby Generator System	53
	7.14	Tenant Fund	55
	7.15	Air-Cooled HVAC Installations	57
	7.16	Initial Alterations Access	58
	7.17	Warranties	58
	7.18	Violations and Landlord Defaults; Tenant's Remedies	58
Article 8 REPAIRS			59
	8.1	Landlord's Repairs	59
	8.2	Tenant's Repairs	60
	8.3	Certain Limitations	61
	8.4	Overtime	61
Article 9 ACCESS; LANDLORD'S CHANGES			62
	9.1	Access	62
	9.2	Landlord's Obligation to Minimize Interference; Repair of Damage	63
	9.3	Reserved Areas	63
	9.4	Ducts, Pipes and Conduits	64
	9.5	Keys	64
	9.6	Landlord's Changes	64
	9.7	Tenant's Access	65


ii

Article 10 UNAVOIDABLE DELAYS AND INTERRUPTION OF SERVICE			66
	10.1	Unavoidable Delays	66
	10.2	Interruption of Services	66
	10.3	Rent Credit	67
Article 11 REQUIREMENTS			68
	11.1	Tenant's Obligation to Comply with Requirements	68
	11.2	Landlord's Obligation to Comply with Requirements	68
	11.3	Tenant's Right to Contest Requirements	69
	11.4	Requirements During Last Two Years of Term	69
	11.5	Certificate of Occupancy	70
Article 12 QUIET ENJOYMENT			71
	12.1	Quiet Enjoyment	71
Article 13 SUBORDINATION			71
	13.1	Subordination	71
	13.2	Terms of Nondisturbance Agreements	72
	13.3	Attornment	74
	13.4	Amendments to this Lease	74
	13.5	Tenant's Estoppel Certificate	75
	13.6	Landlord's Estoppel Certificate	75
	13.7	Rights to Cure Landlord's Default	75
	13.8	Zoning Lot Merger Agreement	76
	13.9	Existing Mortgages and Existing Superior Leases	76
	13.10	Condominium	76
	13.11	Multiple Owners of the Office Unit	77
Article 14 INSURANCE			78
	14.1	Tenant's Insurance	78
	14.2	Landlord's Insurance	79
	14.3	Mutual Waiver of Subrogation	80
	14.4	Evidence of Insurance	81
	14.5	No Concurrent Insurance	81
	14.6	Tenant's Obligation to Comply with Landlord's Fire and Casualty
		Insurance	82
	14.7	Tenant's Insurance Proceeds	82
Article 15 CASUALTY			84
	15.1	Notice	84
	15.2	Landlord's Restoration Obligations	84
	15.3	Tenant's Restoration Obligations	85
	15.4	Rent Abatement	85
	15.5	Landlord's Termination Right	86
	15.6	Tenant's Termination Right	87
	15.7	Termination Rights at End of Term	88
	15.8	No Other Termination Rights	89
Article 16 CONDEMNATION			89
	16.1	Effect of Condemnation	89

iii

	16.2	Condemnation Award	90
	16.3	Temporary Taking	91
Article 17 ASSIGNMENT AND SUBLETTING			91
	17.1	General Limitations	91
	17.2	Landlord's Expenses	93
	17.3	Recapture Procedure	93
	17.4	Certain Transfer Rights	95
	17.5	Conditional Approval	98
	17.6	Deemed Approval	99
	17.7	Transfer Taxes	99
	17.8	Transfer Profit	99
	17.9	Permitted Transfers	100
	17.10	Special Occupant	102
	17.11	Recognition Agreements	103
Article 18 TENANT'S RIGHT OF FIRST OFFER TO LEASE			106
	18.1	Right of First Offer	106
	18.2	Option Notice	107
	18.3	Option Procedure	107
	18.4	Certain Limitations	109
	18.5	Lease Provisions Apply	110
	18.6	Delivery	111
	18.7	Special Rules	111
Article 19 RENEWAL			112
	19.1	Renewal Option	112
	19.2	Partial Renewal Space	113
	19.3	Lease Provisions Apply	113
Article 20 FAIR MARKET RENT			114
	20.1	Certain Definitions	114
	20.2	Fair Market Rent Assumptions	115
	20.3	Fair Market Procedure	115
Article 21 DEFAULT			117
	21.1	Events of Default	117
	21.2	Termination	118
Article 22 TENANT'S INSOLVENCY			118
	22.1	Assignments pursuant to the Bankruptcy Code	118
	22.2	Replacement Lease	119
	22.3	Insolvency Events	120
	22.4	Effect of Stay	121
	22.5	Rental for Bankruptcy Purposes	121
Article 23 REMEDIES AND DAMAGES			122
	23.1	Certain Remedies	122
	23.2	No Redemption	122
	23.3	Calculation of Damages	123


iv

Article 24 LANDLORD'S EXPENSES AND LATE CHARGES			124
	24.1	Landlord's Costs After Event of Default	124
	24.2	Interest on Late Payments	124
Article 25 END OF TERM			125
	25.1	End of Term	125
	25.2	Holdover	125
Article 26 NO WAIVER			125
	26.1	No Surrender	125
	26.2	No Waiver by Landlord	126
	26.3	No Waiver by Tenant	126
Article 27 JURISDICTION			127
	27.1	Governing Law	127
	27.2	Submission to Jurisdiction	127
	27.3	Waiver of Trial by Jury	127
Article 28 NOTICES			127
	28.1	Addresses; Manner of Delivery	127
Article 29 BROKERAGE			129
	29.1	Broker	129
Article 30 INDEMNITY			129
	30.1	Tenant's Indemnification of the Landlord Indemnitees	129
	30.2	Landlord's Indemnification of the Tenant Indemnitees	130
	30.3	Indemnification Procedure	131
Article 31 LANDLORD'S CONSENTS; ARBITRATION			133
	31.1	Certain Limitations	133
	31.2	Expedited Arbitration; Tenant's Remedies	133
Article 32 ADDITIONAL PROVISIONS			135
	32.1	Tenant's Property Delivered to Building Employees	135
	32.2	Not Binding Until Execution	135
	32.3	No Third Party Beneficiaries	135
	32.4	Extent of Landlord's Liability	135
	32.5	Survival	136
	32.6	Recording	136
	32.7	Entire Agreement	136
	32.8	Exhibits	136
	32.9	Gender; Plural	136
	32.10	Divisibility	136
	32.11	Vault Space	136
	32.12	Adjacent Excavation	137
	32.13	Captions	137
	32.14	Parties Bound	137
	32.15	Authority	137
	32.16	Rent Control	138
	32.17	Consequential Damages	138

v

	32.18	Tenant's Advertising		138
Article 33 TENANT'S BENEFIT PROGRAMS				138

Index of Defined Terms
Term				Page
29 ^th Floor Option Space				106
32 B-J Hourly Rate				33
Abatement Event				67
Abatement Percentage				67
Access Agreement				29
Affiliate				3
Aggregate Rental				103
Alterations				45
Alterations Notice				46
Antennae				26
Antennae Availability Notice				26
Antennae Commencement Date				27
Antennae Mast				26
Antennae Mast Mechanical Room				24
Antennae Notice				26
Antennae Response Notice				26
Antennae Site				26
Applicable Area				114
Applicable Date				115
Applicable Option Space				107
Applicable Rate				3
Applicable Recapture Period				94
Applicable Terms				103
Appraiser				116
Assessed Valuation				14
Available Antennae Space				26
Average Cost per Kilowatt Hour				42
Bankruptcy Code				118
Base Electrical Capacity				41
Base Operating Expense Year				4
Base Operating Expenses				4
Base Rate				3
Base Rental Amount				115
Base Tax Floor				14
Base Tax Year				14
Base Taxes				14
Basic Alteration				46
Basic Alterations Threshold				46
Basic Sublease Provisions				98
Bloomberg				22
Bloomberg Lease				22
Bloomberg Primary Competitor				21
Brokers				129
Building				1

vii

Building Change				50
Building Hours				31
Building Systems				31
Business Days				3
By-Laws				71
Casualty Statement				87
Citigroup				79
Claim				131
Commencement Date				2
Comparable Space				96
Compliance Challenge				69
Conditional Consent Notice				98
Condominium				1
Condominium Board				71
Condominium Declaration				1
Condominium Documents				71
Condominium Withdrawal				77
Construction Union Personnel				33
Consumer Price Index				3
Control				4
Core Business				142
Day Tank				53
Deficiency				123
Disbursement Request				56
Electricity Additional Rent				42
Escalation Rent				4
Escalation Rent Per Square Foot				68
Event of Default				117
Excluded Amounts				14
Exclusive Elevator				32
Expedited Arbitration Proceeding				134
Expiration Date				2
Exterior Sign				25
Fair Market Rent				114
Final Transaction Documents				98
Fire Stairs				23
Fitness Center				30
Fixed Expiration Date				2
Fixed Rent				2
Governmental Authority				68
Holidays				4
HVAC				31
HVAC Systems				31
Impeding Building Violation				58
Impeding Premises Violation				59
Indemnitee				131


viii

Indemnitor				131
Initial Alterations				45
Initial Freight Car				33
Insolvency Events				121
Institutional Lender				83
Interference Area				67
Interference Day				67
Landlord				1
Landlord Indemnitees				130
Landlord Liability Claim				130
Landlord Owners				77
Landlord's Award				90
Landlord's Determination				115
Landlord's Liability Policy				79
Landlord's Property Policy				79
Landlord's Work				44
Lessor				71
License Fee				27
Life Safety System Alteration				52
Lobby Sign				24
Long-Term Sublease				94
Mailroom				19
Major Sublease				104
Major Sublease Guarantor				105
Major Sublease Unit				105
Mast Manager				27
Material Alteration				46
Maximum Disbursement Amount				56
Minimum Demise Requirement				4
Minimum Occupancy Requirement				4
Mortgage				72
Mortgagee				72
Nondisturbance Agreement				72
Occupancy Agreement				92
Office Unit				1
Office Unit One				1
Office Unit One Owner				1
Office Units				1
Operating Expense Payment				8
Operating Expense Statement				8
Operating Expense Year				8
Operating Expenses				5
Option				107
Option Cutoff Date				109
Option Notice				107
Option Response Notice				108


ix

Option Space				106
Option Space Commencement Date				111
Option Term				107
Overtime Periods				31
Partial Renewal Space				113
Permitted Antennae				26
Permitted Party				92
Person				4
Post-Possession Premises				44
Predecessor Tenant				119
Premises				1
Proceeds				10
Proposed Transfer Terms				98
Prospective Operating Statement				11
Qualified Alteration				52
Qualified Tax Benefits				15
Real Property				1
Recapture Procedure				93
Recapture Space				93
Recapture Termination				94
Recapture Termination Notice				94
Recognition Agreement				105
Recognition Effective Date				105
Removed Space				113
Renewal Notice				113
Renewal Option				112
Renewal Premises				113
Renewal Term				112
Rent Commencement Date				2
Rent Notice				115
Rent Per Square Foot				67
Rentable Area				4
Rental				2
Rental Value				114
Requirements				68
Reserved Areas				63
Residential Unit				1
Risers				24
Rules				22
Scheduled Option Space Commencement Date				107
Second Bite Date				88
Second Bite Notice				88
Secondary Freight Car				33
Secure Areas				64
Self Insurance Programs				79
Settlement				132


x
4366/75979-100 NYLIB1/1797569v18

Soft Costs		55
Special Occupant		102
Specialty Alterations		45
Standby Generator System		53
Steam Additional Rent		39
Storage Space		19
Substantial Completion		45
Successor		72
Successor Limitation Items		74
Superior Lease		72
Tax Payment		15
Tax Statement		15
Tax Year		16
Taxes		15
Tenant		1
Tenant Fund		55
Tenant Indemnitees		130
Tenant Liability Claim		129
Tenant Obligor		121
Tenant's Determination		115
Tenant's Liability Policy		78
Tenant's Operating Expense Share		8
Tenant's Property		46
Tenant's Property Policy		78
Tenant's Signs		25
Tenant's Tax Share		16
Term		2
Terrorism Insurance		79
Transfer		91
Transfer Date		93
Transfer Expenses		94
Transfer Inflow		100
Transfer Notice		93
Transfer Outflow		100
Transfer Profit		99
Transferee		94
Transferor		92
Unamortized Alterations Cost		83
Unamortized Tenant Fund Amount		84
Unavoidable Delay		66
Unit One Option Space		107
Usable Area		4
Utility Company		43
Work Access		62

EXHIBITS
Exhibit "A"	Premises
Exhibit "3.3-1"	Bloomberg Primary Competitors
Exhibit "3.3-2"	Modification of List of Bloomberg Primary Competitors
Exhibit "3.4-1"	Rules
Exhibit "3.4-2"	Alterations Rules
Exhibit "3.6"	Risers
Exhibit "3.7-1"	Lobby Sign
Exhibit "3.7-2"	Exterior Sign
Exhibit "3.11"	Telephone/Electric Closets
Exhibit "3.12"	Access Agreement
Exhibit "3.13"	Lobby Turnstiles Location
Exhibit "3.14"	Fitness Center Plans and Specifications
Exhibit "3.15"	Floor Loads
Exhibit "4.2-1"	Passenger Elevator Locations
Exhibit "4.2-2"	Passenger Elevator Specifications
Exhibit "4.3"	Freight Elevator
Exhibit "4.4"	HVAC Specifications
Exhibit "4.5"	Cleaning Specifications
Exhibit "4.9"	Class "E" System Connection Points
Exhibit "6.1(B)"	Landlord's Work
Exhibit "7.3(F)"	Alterations Approved in Concept
Exhibit "7.13(A)"	Standby Generator System Specifications
Exhibit "7.15"	Location of Supplemental HVAC System
Exhibit "8.2"	Distribution Portion of Buildings Systems in Premises
Exhibit "13.1"	Condominium Non-Disturbance Agreement

xii

Exhibit "13.9"	Mortgages and Superior Leases
Exhibit "17.11"	Recognition Agreement
Exhibit "18.1"	Option Space
Exhibit "19.2"	Partial Renewal Space

xiii

THIS LEASE, dated as of the ______ day of January, 2005, by and between 731 OFFICE ONE LLC, a Delaware limited liability company, having an address c/o Alexander's Inc., 888 Seventh Avenue, New York, New York 10019, as landlord, and CITIBANK, N.A., a national banking association, having an address at One Court Square, 8th Floor, Zone 1, Long Island City, New York 11120, as tenant (the Person that holds the interest of the landlord hereunder at any particular time being referred to herein as " Landlord "; subject to Section 17.1(G) hereof, the Person that holds the interest of the tenant hereunder at any particular time being referred to herein as " Tenant ").

W I T N E S S E T H :

WHEREAS, pursuant to a Declaration of Beacon Court Condominium, dated as of December 4, 2003, the ownership of the fee interests in the land and building (the " Building "; such land and building being referred to herein, collectively, as the " Real Property ") described therein was submitted to a condominium form of ownership in accordance with Article 9.1(B) of the New York Real Property Law (the Beacon Court Condominium being referred to herein as the " Condominium "; such declaration, as may be amended from time to time, being referred to herein as the " Condominium Declaration ");

WHEREAS, the Building is known by the street address of 731 Lexington Avenue, New York, New York;

WHEREAS, the Condominium is comprised of a retail unit, various residential units (collectively, the " Residential Unit "), and two (2) office units (collectively, the " Office Units ");

WHEREAS, the Office Units are comprised of (i) an office unit (the " Office Unit One "), which includes, together with certain other space in the Building, the seventeenth (17 ^th ) through the twentieth (20 ^th ) floors of the Building (the owner, from time to time, of the Office Unit One being referred to herein as the "Office Unit One Owner "), and (ii) an additional office unit (the " Office Unit "), which includes, together with certain other space in the Building, the twenty-first (21 ^st ) through the twenty-ninth (29 ^th ) floors of the Building; and

WHEREAS, Landlord wishes to demise and let unto Tenant, and Tenant wishes to hire and take from Landlord, on the terms and subject to the conditions set forth herein, the premises as shown on Exhibit "A" attached hereto and made a part hereof on lower level 3, the twenty-first (21st), twenty-second (22nd), twenty-third (23rd), twenty-fourth (24th), twenty-fifth (25th), twenty-sixth (26th), twenty-seventh (27th) and twenty-eighth (28th) floors of the Building (such premises being referred to herein collectively as the " Premises ").

NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the mutual receipt and legal sufficiency of which the parties hereto hereby acknowledge, Landlord and Tenant hereby agree as follows:

Article 1

DEMISE, TERM, FIXED RENT

1.1.

Demise.

Subject to the terms hereof, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises for the term to commence on the Commencement Date and to end on the day immediately preceding the date that is ten (10) years after the Rent Commencement Date (the " Fixed Expiration Date "; the Fixed Expiration Date, or such earlier or later date that the term of this Lease expires or otherwise terminates pursuant to the terms hereof (including, without limitation, Article 19 hereof) or pursuant to applicable Requirements, being referred to herein as the " Expiration Date "; the term commencing on the Commencement Date and ending on the Expiration Date being referred to herein as the " Term ").

1.2.

Commencement Date.

(A) Landlord shall deliver to Tenant vacant and exclusive possession of the Premises on the date hereof (the " Commencement Date ").

(B) The term " Rental " shall mean, collectively, the Fixed Rent, the Escalation Rent and the additional rent payable by Tenant to Landlord hereunder.

1.3.

Rent Commencement Date.

The term " Rent Commencement Date " shall mean December 15, 2005.

1.4.

Fixed Rent.

The annual fixed rent for the Premises (the annual fixed rent payable hereunder for the Premises at any particular time being referred to herein as the " Fixed Rent ") shall be:

(1) Thirteen Million Twenty-Four Thousand Dollars and No Cents ($13,024,000.00) ($1,085,333.33 per month) for the period commencing on the Rent Commencement Date and ending on the day immediately preceding the date that is five (5) years after the Rent Commencement Date; and

(2) Thirteen Million Nine Hundred Four Thousand Dollars and No Cents ($13,904,000.00) ($1,158,666.67 per month) for the period commencing on the date that is five (5) years after the Rent Commencement Date and ending on the Fixed Expiration Date.

1.5.

Payments of Fixed Rent.

(A) Tenant shall pay the Fixed Rent in lawful money of the United States of America that is legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments, in advance, on the first (1st) day of each calendar month during the Term commencing on the Rent Commencement Date, at the office of Landlord or such other place as Landlord may designate from time to time on at least thirty (30) days of

advance notice to Tenant, without any set-off, offset, abatement or deduction whatsoever (except to the extent otherwise expressly set forth herein).

(B) Tenant shall pay the Fixed Rent when due only by electronic funds transfer to an account designated from time to time by Landlord on at least thirty (30) days of advance notice to Tenant (and shall not be permitted to pay the Fixed Rent by check).

(C) If the Rent Commencement Date is not the first (1st) day of a calendar month, then (x) the Fixed Rent due hereunder for the calendar month during which the Rent Commencement Date occurs shall be adjusted appropriately based on the number of days in such calendar month, and (y) Tenant shall pay to Landlord such amount (adjusted as aforesaid for such calendar month) on the Rent Commencement Date. If the Expiration Date is not the last day of a calendar month, then the Fixed Rent due hereunder for the calendar month during which the Expiration Date occurs shall be adjusted appropriately based on the number of days in such calendar month.

1.6.

Certain Definitions.

(A) The term " Affiliate " shall mean a Person that (1) Controls, (2) is under the Control of, or (3) is under common Control with, the Person in question.

(B) The term " Applicable Rate " shall mean, at any particular time, the lesser of (x) three hundred (300) basis points above the Base Rate at such time, and (y) the maximum rate permitted by applicable law at such time.

(C) The term " Base Rate " shall mean the rate of interest announced publicly from time to time by Citibank, N.A., or its successor, as its "prime lending rate" (or such other term as may be used by Citibank, N.A. (or its successor), from time to time, for the rate presently referred to as its "prime lending rate").

(D) The term " Business Days " shall mean all days, excluding Saturdays, Sundays and Holidays.

(E) The term " Consumer Price Index " shall mean the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, All Items (1982-84 = 100), seasonally adjusted, for the most specific area that includes the location of the Building (currently New York – Northern New Jersey – Long Island, N.Y. – NJ – CT – PA), or any successor index thereto. If the Consumer Price Index is converted to a different standard reference base or otherwise revised, then the determination of adjustments provided for herein shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics or, if said Bureau does not publish such conversion factor, formula or table, then with the use of such conversion factor, formula or table as may be published by Prentice-Hall, Inc. or any other nationally recognized publisher of similar statistical information. If the Consumer Price Index ceases to be published, and there is no successor thereto, then Landlord and Tenant shall use diligent efforts, in good faith, to agree upon a substitute index for the Consumer Price Index. Either party shall have the right to submit the issue of the designation of such substitute index to an Expedited Arbitration Proceeding.

(F) The term " Control " shall mean the direct or indirect ownership of more than thirty percent (30%) of the outstanding voting stock of a corporation or other majority equity interest if not a corporation together with the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute or by contract (it being agreed that if a Person is the largest shareholder of a public corporation and owns or has voting control over not less than twenty-five (25%) of all of the then voting stock of such corporation, then such Person shall be deemed to "Control" such corporation).

(G) The term " Escalation Rent " shall mean the Rental payable to Landlord under Article 2 hereof.

(H) The term " Holidays " shall mean all days (other than Saturdays and Sundays) observed as legal holidays by the New York Stock Exchange.

(I) The term " Minimum Demise Requirement " shall mean the requirement that this Lease demises at least eighty-eight thousand (88,000) square feet of Rentable Area.

(J) The term " Minimum Occupancy Requirement " shall mean the requirement that Tenant (or an Affiliate of Tenant) occupies at least eighty-eight thousand (88,000) square feet of Rentable Area that is demised by this Lease for the conduct of business.

(K) The term " Person " shall mean any natural person or persons or any legal form of association, including, without limitation, a partnership, a limited partnership, a corporation, and a limited liability company.

(L) The term " Rentable Area " shall mean, with respect to a particular floor area, the rentable square foot area thereof, as determined in accordance with the standards that the parties used to calculate that the rentable square foot area of the Premises is one hundred seventy-six thousand (176,000) square feet in the aggregate, comprised of twenty-two thousand (22,000) square feet with respect to each full floor of the Premises.

(M) The term " Usable Area " shall mean, with respect to a particular floor area, the usable area thereof, as determined in accordance with The Recommended Method of Floor Measurement of Office Buildings, Effective January 1, 1987, as published by The Real Estate Board of New York, Inc.

Article 2

ESCALATION RENT

2.1.

Operating Expense Definitions.

(A) The term " Base Operating Expenses " shall mean the Operating Expenses for the Base Operating Expense Year.

(B) The term " Base Operating Expense Year " shall mean the 2005 calendar year.

(C) The term " Operating Expenses " shall mean, subject to the terms of this Section 2.1 and to Section 2.2(F) hereof, the expenses paid or incurred by or on behalf of Landlord in insuring, maintaining, repairing, managing and operating the Office Unit (and employing personnel therefor) as determined in accordance with generally accepted accounting principles, consistently applied. Operating Expenses shall include, without limitation, the common charges assessed by the Condominium Board and that are fairly allocated to the Office Unit (but only to the extent that the costs and expenses that comprise such common charges would not have been otherwise excluded from Operating Expenses in accordance with the terms hereof). Operating Expenses shall exclude:

(1)

Taxes,

(2)

Excluded Amounts,

(3) subject to Section 2.2(F) hereof, payments of interest or principal in respect of Landlord's debt (including, without limitation, any debt that is secured by Mortgages),

(4) expenses that relate to leasing space in the Office Unit (including, without limitation, the cost of tenant improvements, the cost of rent concessions, advertising expenses, leasing commissions and the cost of lease buy-outs),

(5) expenses that Landlord incurs in selling, purchasing or refinancing the Office Unit,

(6) the cost of any repairs, replacements or improvements to the Office Unit that are required to be capitalized by generally accepted accounting principles (except as otherwise provided in Section 2.2(F) hereof),

(7)

depreciation expense (subject, however, to Section 2.2(F) hereof),

(8) the cost of electricity that is furnished to the portions of the Office Unit that Landlord has leased or that Landlord is offering for lease (it being understood that Operating Expenses may include the cost of electricity that is required to operate the Building Systems),

(9) salaries and the cost of benefits in either case for personnel above the grade of building manager,

(10) rent paid or payable under Superior Leases (other than in the nature of additional rent consisting of taxes or operating expenses, but only to the extent that such taxes or operating expenses would not have been otherwise excluded from Taxes or Operating Expenses in accordance with the terms hereof),

(11) subject to Section 2.2 hereof, any expense for which Landlord is otherwise compensated (other than by virtue of other tenants in the Office Unit making payments to Landlord for Operating Expenses as escalation rental) or for which Landlord receives insurance or condemnation proceeds,

(12) the cost of providing any level of service that exceeds the level of service that Landlord furnishes to Tenant hereunder,

(13) the cost of remedying defects in the initial construction of the Building,

(14) legal fees and disbursements that are paid or incurred in connection with the negotiation of, or disputes arising out of, any lease for space in the Office Unit,

(15) costs that Landlord incurs in restoring the Building after the occurrence of a fire or other casualty or after a partial condemnation thereof,

(16) advertising and promotional costs that are paid or incurred for the Building,

(17) any fee or expenditure that is paid or payable to any Affiliate of Landlord to the extent that such fee or expenditure exceeds the amount that would be reasonably expected to be paid in the absence of such relationship, including, without limitation, management fees paid (or treated as paid) to any Affiliate of Landlord,

(18) interest, penalties and late charges that in either case are paid or incurred as a result of late payments made by Landlord,

(19) fees, dues and other contributions paid by or on behalf of Landlord or Landlord’s Affiliates to civic or other real estate organizations,

(20) the cost of any alterations, additions, changes, replacements and improvements that are made solely in order to prepare space for occupancy by a new tenant (including Tenant) and any contribution or concession by Landlord to such tenant in connection therewith,

(21) the cost of heating, air-conditioning and ventilation during overtime periods for any tenants or occupants of the Unit or the Building (including Tenant),

(22) the cost of operating and providing freight elevator service and loading dock security during overtime periods for any tenants or occupants of the Unit or the Building (including Tenant),

(23) costs of acquiring, leasing, insuring, restoring, removing or replacing sculptures and paintings that are deemed to be “fine art” except to the extent required by Requirements (rather than decorative art work customarily found in buildings comparable to the Building),

(24) payments of any amounts to any person (including Tenant) seeking recovery for negligence or other torts committed by Landlord or the Condominium Board,

(25) costs relating to withdrawal liability or unfunded pension liability under the Multi-Employer Pension Plan Act or similar Requirement,

(26) the cost of installing, operating and maintaining any specialty facility, such as an observatory, lodging, broadcasting facilities, luncheon club, athletic or recreational club, child care facility, auditorium, cafeteria or dining facility, conference center or similar facilities,

(27) any compensation paid to clerks, attendants or other persons in commercial concessions or any parking facility located in the Office Unit or the Building operated by Landlord or the Condominium Board,

(28) costs incurred by Landlord or the Condominium Board which result from Landlord’s or any tenant’s breach of a lease (including this Lease) or Landlord’s or the Condominium Board’s tortious or negligent conduct,

(29) the cost of operating the entity that constitutes Landlord or the Condominium Board (as opposed to the costs of operating and maintaining the Office Unit and the Building), including accounting fees, legal fees and any costs incurred by Landlord or the Condominium Board in disputes with (a) Building employees, (b) Persons employed by Landlord or the Condominium Board that are not engaged in Building operations, or (c) any Superior Lessor or Mortgagee,

(30)

charitable and political contributions,

(31) costs to comply with any violation of Requirements noted against the Real Property as of the date hereof or insurance requirements in effect on the date hereof, or to correct any condition that would constitute a Landlord misrepresentation under this Lease,

(32) fines or penalties (except for fines or penalties relating to minor, common infractions, such as sidewalk violations),

(33) costs and expenses incurred by Landlord in connection with any obligation of Landlord to indemnify any tenant or occupant of the Office Unit or the Building (including Tenant) pursuant to its lease or otherwise,

(34) costs incurred with respect to removal or encapsulation or other treatment of hazardous materials (unless such hazardous materials were introduced to the Building by Tenant or anyone claiming by through or under Tenant), but excepting costs of normal and customary testing and monitoring,

(35) lease payments for rented equipment, the cost of which equipment would constitute a capital expenditure if the equipment were purchased (except to the extent otherwise expressly provided herein),

(36) common charges of the Condominium, if and to the extent that such common expenses duplicate or are in excess of amounts otherwise includable in Operating Expenses in accordance with this Lease (i.e., the determination of whether and to what extent an item of expense is includable as an Operating Expense in accordance with the terms and conditions of this Lease shall be made without regard to whether the amount of such item is payable by Landlord as part of common charges or directly to another Person), and

(37) costs expressly excluded from Operating Expenses by any other provision of this Lease.

No item of expense shall be counted more than once either as an inclusion in Operating Expenses or as an exclusion from Operating Expenses (including, without limitation, by reason of any potential duplication of functions, if any, performed by employees of Landlord and employees of the Condominium). If (x) pursuant to Section 14.2(A) hereof, Landlord obtains Terrorism Insurance as part of Landlord's Property Policy in any Operating Expense Year subsequent to the Base Operating Expense Year, and (y) Operating Expenses for the Base Operating Expense Year did not include a charge for Terrorism Insurance for the entire Base Operating Expense Year, then Landlord shall have the right to include the costs of obtaining such Terrorism Insurance in any Operating Expense Year subsequent to the Base Operating Expense Year only if, for purposes of calculating the Operating Payment for such Operating Expense Year, the Base Year Operating Expenses are increased to include a charge for Terrorism Insurance (which charge shall be reasonably determined to be the charge that Landlord would have paid for such Terrorism Insurance if Landlord had obtained such Terrorism Insurance during the Base Operating Expense Year) for the entire Base Operating Expense Year.

(D) The term " Operating Expense Payment " shall mean, with respect to any Operating Expense Year, the product obtained by multiplying (i) the excess (if any) of (A) the Operating Expenses for such Operating Expense Year, over (B) the Base Operating Expenses, by (ii) Tenant's Operating Expense Share.

(E) The term " Operating Expense Statement " shall mean a statement that shows the Operating Expense Payment for a particular Operating Expense Year.

(F) The term " Operating Expense Year " shall mean the Base Operating Expense Year and each subsequent calendar year.

(G) The term " Tenant's Operating Expense Share " shall mean, subject to the terms hereof, ninety-two and five hundred twenty-seven one-thousandths percent (92.527%).

2.2.

Calculation of Operating Expenses.

(A) If, during any Operating Expense Year, (i) any rentable space in the Office Units shall be vacant or unoccupied, and/or (ii) the tenant or occupant of any space in the Office Units undertook to perform work or services therein in lieu of having Landlord, the Office Unit One Owner, or the Condominium Board, as the case may be, perform the same and the cost thereof would otherwise have been included in Operating Expenses, then, in any such event, the Operating Expenses for such Operating Expense Year which would vary with the percentages of occupancy of the Office Units or the percentages of tenants or occupants for which work or services are performed by Landlord, the Office Unit One Owner, or the Condominium Board, as the case may be, shall be reasonably adjusted to reflect as closely as possible the variable Operating Expenses that actually would have been incurred if such space in the Office Unit had been occupied or if Landlord, the Office Unit One Owner, or the Condominium Board, as the case may be, had performed such work or services (for example, if, during an Operating Expense Year, fifty percent (50%) of the rentable space in the Office Unit was vacant and as a result

thereof Landlord’s actual cost of providing base building cleaning to rentable space in the Office Unit was reduced by forty percent (40%) rather than fifty percent (50%) due to economies of scale or for any other reason, then the line item for base building cleaning provided to the rentable space in the Office Unit for such Operating Expense Year would be increased by the same forty (40%) percent, rather than fifty (50%) percent, to reflect as closely as possible the variable Operating Expenses that actually would have been incurred if such space had been occupied for the entire Operating Expense Year). The provisions of this Section 2.2(A) shall not be applicable to the Base Operating Expense Year except as otherwise provided in Section 2.2(B) hereof.

(B) Landlord and Tenant acknowledge that the Office Unit will be unoccupied for a substantial portion of the Base Operating Expense Year and that the Building will not be fully occupied for a substantial portion of the Base Operating Expense Year. Accordingly, Landlord and Tenant agree that the Base Operating Expenses shall be recalculated promptly following the expiration of the Operating Expense Year that constitutes calendar year 2006 to an amount equal to the actual Operating Expenses incurred by Landlord for the Operating Expense Year that constitutes calendar year 2006 (as same may be adjusted in accordance with the provisions of Section 2.2(A) hereof), reduced by any identifiable percentage increases in such Operating Expenses, on an item-by-item basis, from the Base Year Operating Expenses to the Operating Expense Year that constitutes calendar year 2006 (for example, if Landlord pays $105.00 for a particular Operating Expense in the Operating Expense Year that constitutes calendar year 2006 and Landlord’s cost for such particular Operating Expense increased by five percent (5%) from the Base Operating Expense Year to the Operating Expense Year that constitutes calendar year 2006, then the amount included in Base Operating Expenses for such particular Operating Expense shall be $100.00). Tenant shall have the right to audit and challenge the calculation of Base Operating Expenses provided for in this Section 2.2(B) hereof in accordance with the provisions of Section 2.4 hereof. Tenant acknowledges that Landlord may require Tenant to pay Operating Expenses for the Operating Expense Year that constitutes calendar year 2006 pursuant to a Prospective Operating Statement, in which event the Base Operating Expenses that are a part of the calculation of the Operating Payment set forth therein shall be calculated pursuant to Section 2.2(A) hereof, subject to adjustment following the expiration of the Operating Expense Year that constitutes calendar year 2006 in accordance with the terms of this Section 2.2(B).

(C) Landlord and Tenant acknowledge that the common charges assessed by the Condominium Board are allocated to the Office Unit (and, accordingly, included in Operating Expenses) based upon methods of allocation set forth in the Condominium Documents, and that such allocations may change as the Building develops an operating history to reflect a more fair allocation of such common charges. Accordingly, Landlord and Tenant each agree that if, in calendar year 2006 or calendar year 2007, (i) an allocation (or method of allocation) of a particular common charge changes from the particular allocation (or method of allocation) used in the Base Operating Expense Year (i.e., calendar year 2005), and (ii) such allocation (or method of allocation) impacts Operating Expenses (including Base Operating Expenses), then Base Operating Expenses shall be recalculated to reflect such change in allocation (or method of allocation) as if such allocation (or method of allocation) had originally been used to calculate Base Operating Expenses. Landlord and Tenant each acknowledge that pursuant to Section 2.1(C) hereof, Operating Expenses may include common charges assessed

against the Office Unit only to the extent that they are fairly allocated to the Unit and would not have been otherwise excluded from Operating Expenses in accordance with the terms of this Article 2. Accordingly, notwithstanding the fact that Landlord may be bound by certain allocations and methods of allocation pursuant to the Condominium Documents, Tenant shall have the right to audit and challenge the inclusion of common charges assessed by the Condominium Board in any Operating Expense Statement in accordance with the provisions of Section 2.4 hereof. Tenant shall also have the right to audit and challenge the calculation of Base Operating Expenses provided for in this Section 2.2(C) hereof in accordance with the provisions of Section 2.4 hereof.

(D) If (i) Landlord includes an expense in Operating Expenses for a particular Operating Expense Year, and (ii) Landlord receives insurance proceeds, warranty proceeds or other proceeds (collectively, " Proceeds ") as reimbursement for such expense in a subsequent Operating Expense Year, then Landlord shall deduct such Proceeds from Operating Expenses in the Operating Expense Year during which Landlord receives such Proceeds (without making a corresponding reduction in the Operating Expenses for the Operating Expense Year during which Landlord incurred such expense, except if Landlord incurred such expense in the last full Operating Expense Year that occurs during the Term or the last partial Operating Expense Year that occurs during the Term) (it being understood that such deduction shall not exceed the amount of the expense that Landlord previously included in Operating Expenses); provided, however, that if Landlord receives such Proceeds in any Operating Expense Year prior to the Operating Expense Year that constitutes calendar year 2008 for an expense that Landlord included in Base Operating Expenses, then Landlord shall have the right to deduct such Proceeds (in an amount that does not exceed the applicable expense) from Base Operating Expenses (rather than deducting such Proceeds from Operating Expenses for the Operating Expense Year during which Landlord receives such Proceeds), in which case Tenant shall pay to Landlord the additional Operating Expense Payment for each preceding Operating Expense Year that derives from such reduction in the Base Operating Expenses, on or prior to the thirtieth (30th) day after the date that Landlord gives Tenant an invoice therefore, together with reasonable supporting documentation.

(E) Landlord shall have the right to include in Operating Expenses, for the electricity supplied to the Building Systems and other common elements of the Building that in either case benefit the Office Unit, an amount equal to the product obtained by multiplying (i) the Average Cost per Kilowatt Hour, by (ii) the number of kilowatt hours of electricity used by the Building Systems and the other common elements of the Building that in either case benefit the Office Unit for the applicable period (as registered on a submeter or submeters, or, at Landlord's option, as determined by a survey prepared by an independent and reputable electrical consultant) (it being understood that such number of kilowatt hours as described in clause (ii) above shall not include the number of kilowatt hours that are attributable to the operation of the Building Systems to the extent that Tenant (or other tenants in the Building) make separate payment to Landlord therefor), including, without limitation, separate payments for the delivery of condenser water, overtime HVAC and overtime freight elevator service.

(F) If (i) Landlord makes an improvement to the Office Unit or a replacement of equipment at the Office Unit in either case in connection with the maintenance, repair, management or operation thereof, (ii) generally accepted accounting principles require Landlord

to capitalize the cost of such improvement or such replacement, and (iii) such improvement or replacement is made (a) to comply with a Requirement that is first enacted after the date hereof or that the applicable Governmental Authority enforces in a different manner (by more than a de minimis extent) after the date hereof, if such Requirement was enacted prior to the date hereof, or (b) for the purpose of saving or reducing Operating Expenses (such as, for example, an improvement that reduces labor costs), then Landlord shall include in Operating Expenses for each Operating Expense Year the amount that amortizes the cost of such improvement or such replacement, together with interest thereon calculated at the Base Rate, in equal annual installments over the useful life of such improvement or such equipment as determined in accordance with generally accepted accounting principles (until the cost of such improvement or such equipment is amortized fully); provided, however, that for any such improvement or replacement that Landlord makes for the purpose of saving or reducing Operating Expenses (and that Landlord does not make to comply with a Requirement as aforesaid), the aforesaid amount that Landlord includes in Operating Expenses for any particular Operating Expense Year shall not exceed the amount of the reduction in other Operating Expenses for such Operating Expense Year that derives from such improvement or such replacement.

2.3.

Operating Expense Payment.

(A) Landlord may render to Tenant at any time from and after the Rent Commencement Date an Operating Expense Statement for an Operating Expense Year. Landlord’s failure to render an Operating Statement to Tenant during or with respect to any Operating Expense Year shall not prejudice Landlord’s right to render an Operating Statement during or with respect to any other Operating Expense Year, and shall not limit or impair Tenant’s obligation to pay the Operating Payment for any Operating Expense Year, except that if Landlord renders an Operating Statement to Tenant with respect to any Operating Expense Year more than two (2) years after the last day thereof, then Tenant shall not be obligated to make an Operating Payment in respect of such Operating Expense Year.

(B) No later than thirty (30) days after the date on which Landlord delivers to Tenant an Operating Statement, Tenant shall pay to Landlord the Operating Payment shown thereon to be due for the Operating Expense Year covered thereby.

(C) Subject to the terms of this Section 2.3, Landlord shall have the right, from time to time, to give an Operating Statement to Tenant, on a prospective basis, for an Operating Expense Year, based on Landlord’s reasonable good faith estimate of Operating Expenses for such Operating Expense Year. In no event may any such estimate of Operating Expenses exceed, by more than eight percent (8%), the actual Operating Expenses for the immediately preceding Operating Expense Year, if any; provided, however, that such estimate may exceed such actual Operating Expenses by more than eight percent (8%) to the extent Landlord has included in such estimate a bona fide liquidated payment (constituting an Operating Expense) which Landlord expects to make during the Operating Expense Year covered thereby (any such Operating Statement that Landlord gives to Tenant on a prospective basis as contemplated by this Section 2.3(C) being referred to herein as a “ Prospective Operating Statement ”). If Landlord gives to Tenant a Prospective Operating Statement, then Tenant shall pay to Landlord, on a monthly basis, as additional rent, on account of the Operating Payment due hereunder for such Operating Expense Year, an amount equal to Landlord’s reasonable good faith estimate of

monthly Operating Expenses as shown on such Prospective Operating Statement. Tenant shall make such monthly payments to Landlord for the period, and in the amounts, as reflected on the applicable Prospective Operating Statement. Tenant shall pay to Landlord the amount stated in any such Prospective Operating Statement on or prior to the thirtieth (30th) day after the date that Landlord gives such Prospective Operating Statement to Tenant.

(D) If Landlord gives to Tenant a Prospective Operating Statement, then Landlord shall also provide to Tenant, within one hundred eighty (180) days after the last day of the Operating Expense Year covered by such Prospective Operating Statement, an Operating Statement for such Operating Expense Year. If the aggregate amount of the Operating Payment as reflected on such Operating Statement exceeds the aggregate amount of the aforesaid monthly installments that Tenant pays to Landlord pursuant to the Prospective Operating Statement, then Tenant shall pay to Landlord the amount of such excess not later than the thirtieth (30th) day after the date that Landlord gives such Operating Statement to Tenant. If the aggregate amount of the aforesaid monthly installments that Tenant pays to Landlord pursuant to the Prospective Operating Statement exceeds the aggregate amount of the Operating Payment as reflected on such Operating Statement, then Landlord shall pay promptly to Tenant the amount of such excess. If the aggregate amount of the aforesaid monthly installments that Tenant pays to Landlord pursuant to the Prospective Operating Statement exceeds the aggregate amount of the Operating Payment as reflected on such Operating Statement by an amount greater than ten percent (10%) of the amount of such Operating Payment, then Landlord shall also pay to Tenant an amount equal to interest computed at the Applicable Rate on the amount of such excess from the date that the aggregate amount of the monthly payments made by Tenant to Landlord pursuant to the Prospective Operating Statement first exceeded such Operating Payment until the date that Landlord pays such excess to Tenant. Landlord’s obligations with respect to any refund payable to Tenant under this Section 2.3(D) shall survive the expiration or earlier termination of this Lease.

(E) If the Rent Commencement Date occurs later than the first (1st) day of the Operating Expense Year that immediately succeeds the Base Operating Expense Year, then the Operating Expense Payment for the Operating Expense Year during which the Rent Commencement Date occurs shall be an amount equal to the product obtained by multiplying (X) the Operating Expense Payment that would have been due hereunder if the Rent Commencement Date was the first (1st) day of such Operating Expense Year, by (Y) a fraction, the numerator of which is the number of days in the period beginning on the Rent Commencement Date and ending on the last day of such Operating Expense Year, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), if such Operating Expense Year is a leap year).

(F) If the Expiration Date is not the last day of an Operating Expense Year, then the Operating Expense Payment for the Operating Expense Year during which the Expiration Date occurs shall be an amount equal to the product obtained by multiplying (X) the Operating Expense Payment that would have been due hereunder if the Expiration Date was the last day of such Operating Expense Year, by (Y) a fraction, the numerator of which is the number of days in the period beginning on the first (1st) day of such calendar year and ending on the Expiration Date, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), if such Operating Expense Year is a leap year).

(G) If the Operating Expenses for the Base Operating Expense Year are redetermined in accordance with the applicable provisions of this Article 2 at any time after the date that Landlord gives an Operating Expense Statement to Tenant for an Operating Expense Year, then Landlord shall give to Tenant a revised Operating Expense Statement that recalculates the Operating Expense Payment for each Operating Expense Year following the Base Operating Expense Year (using the Operating Expenses that reflects such redetermination for the Base Operating Expense Year). If and to the extent that any such revised Operating Expense Statement results in an underpayment by Tenant, Tenant shall pay to Landlord an amount equal to the excess of (i) the Operating Expense Payment as reflected on such revised Operating Expense Statement, over (ii) the Operating Expense Payment as reflected on the prior Operating Expense Statement, within thirty (30) days after Landlord gives such revised Operating Expense Statement to Tenant. If and to the extent that any such revised Operating Expense Statement results in an overpayment by Tenant, Landlord shall pay to Tenant an amount equal to the excess of (i) the Operating Expense Payment as reflected on such revised Operating Expense Statement, over (ii) the Operating Expense Payment as reflected on the prior Operating Expense Statement, within thirty (30) days after Landlord gives such revised Operating Expense Statement to Tenant. Tenant shall have the right to submit to an Expedited Arbitration Proceeding a dispute with respect to the provisions of this Section 2.3(G).

2.4.

Auditing of Operating Expense Statements.

(A) Subject to the terms of this Section 2.4(A), any Operating Statement sent to Tenant shall be conclusively binding upon Tenant unless, within one (1) year after such Operating Statement is sent, Tenant gives a notice to Landlord objecting to such Operating Statement and specifying the respects in which such Operating Statement is disputed. Landlord shall disclose to Tenant, in connection with Tenant’s review of each Operating Statement, whether any Person to which Landlord has paid amounts that Landlord has included in Operating Expenses constitutes an Affiliate of Landlord. If Tenant gives such notice to Landlord, then Tenant (together with its reputable legal counsel, consultants and/or independent public accountants) may promptly examine Landlord’s books and records relating to such Operating Statement to determine the accuracy thereof.

(B) Tenant recognizes the confidential nature of such books and records and shall deliver to Landlord a confidentiality statement signed by an officer of Tenant (and a partner, principal or officer of Tenant’s legal counsel, consultants and/or certified public accountants to which such books and records have been delivered) wherein Tenant and its legal counsel, consultants and/or certified public accountants agree to maintain the information obtained from such examination in strict confidence, except that Tenant and such legal counsel, consultants and/or certified public accountants may reveal such documentation to their agents, representatives and employees who are actively involved in such investigation during the course of its review, or to an arbitrator (provided that such agents and representatives and, if permitted, any such arbitrator, shall at such time deliver to Landlord a confidentiality statement signed by an officer, partner or principal authorized to bind such party) or to a court of competent jurisdiction in the event of a dispute relating to the subject matter contained in whole or in part in such records or as otherwise may be required by any Requirement.

(C) If, after such examination, Tenant still disputes such Operating Statement, then either party may elect to have the decision of the issues determined by an Expedited Arbitration Proceeding (it being understood that the arbitrator in such matter shall be a qualified, disinterested and impartial person (x) who is, and has been for the last ten (10) years, a partner in a reputable accounting firm that is regularly engaged in and familiar with the accounting concepts applicable to the computation of operating expenses for first-class office buildings located in midtown Manhattan, and (y) who has not been employed by either party during the previous three (3) years). If such decision shows that Tenant has overpaid with respect to such Operating Statement by more than three percent (3%), then Landlord shall also reimburse Tenant for the reasonable out-of-pocket costs of Tenant’s audit of Landlord’s books and records (provided, however, that notwithstanding Tenant’s fee arrangements with its auditor, Landlord shall only reimburse Tenant for the actual hours of service provided by such auditor at the then reasonable and customary hourly rate for such services) within thirty (30) days after demand therefor. If such decision shows that Tenant overpaid with respect to any particular item of Operating Expenses by more than five percent (5%), then Tenant may examine Landlord’s books and records covering the Operating Expense Years three (3) years prior to such decision, but only in respect of such particular item and only to the extent that Tenant has not theretofore examined Landlord’s books and records in respect of such Operating Expense Years. Any examination of Landlord’s books and records pursuant to the immediately preceding sentence (and any dispute arising out of such inspection) shall be made (and resolved) in accordance with the terms of this Section 2.4(C). Notwithstanding the giving of such notice by Tenant, and pending the resolution of any such dispute, Tenant shall pay to Landlord when due all undisputed amounts shown on any such Operating Statement. Nothing contained in this Section 2.4(C) hereof shall constitute an extension of the date by which Tenant is required to pay Escalation Rent to Landlord hereunder.

2.5.

Tax Definitions.

(A) The term " Assessed Valuation " shall mean the amount for which the Office Unit is assessed pursuant to applicable provisions of the New York City Charter and of the Administrative Code of The City of New York, in either case for the purpose of calculating all or any portion of the Taxes (it being understood that pursuant to current Requirements, the lower of the transitional assessment and the actual assessment is used for purposes of calculating Taxes for a particular Tax Year).

(B) The term " Base Taxes " shall mean, subject to Section 2.7(D) hereof, the Taxes for the Base Tax Year, but in no event shall Base Taxes be less than an amount (the " Base Tax Floor ") equal to the product of (x) Twenty-Three Million Three Hundred Fourteen Thousand Five Hundred Sixty-Eight Dollars and 00/100 Cents ($23,314,568.00), and (y) the tax rate in effect for the Base Tax Year.

(D) The term " Excluded Amounts " shall mean (i) any taxes imposed on Landlord's income, (ii) franchise, estate, inheritance, gains, capital stock, excise, excess profit, occupancy or rent, gift, payroll or stamp taxes imposed on Landlord, (iii) any charges and/or

taxes that are paid by individual tenants, (iv) any transfer or mortgage recording taxes imposed in connection with a transfer of the Building or the Office Unit or any refinancing of either, or (v) any interest, penalties or late charges imposed against Landlord.

(E) The term " Qualified Tax Benefits " shall mean any exemption or deferral of Taxes that (i) derives from a program a Governmental Authority adopts to promote the improvement, redevelopment or commercial occupancy of real property, (ii) derives from a particular tenant's occupancy (or prospective occupancy) of a portion of the Building, and (iii) Landlord is required by applicable Requirements or the requirements of such program to apply (and that Landlord does actually apply) for on behalf of a particular tenant.

(F) The term " Taxes " shall mean the aggregate amount of real estate taxes and any general or special assessments that in each case are imposed upon the Office Unit, without taking into account (a) any discount that Landlord receives by virtue of any early payment of Taxes, (b) any penalties or interest that the applicable Governmental Authority imposes for the late payment of such real estate taxes or assessments, (c) any Excluded Amounts, (d) any Qualified Tax Benefits, or (e) the tax exemption benefits allocable to the Office Unit under Section 421-a of the Real Property Tax Law of The State of New York that derive from the construction of a portion of the Building as a Multiple Dwelling (as such term is defined in Section 421-a(1)(c) of the Real Property Tax Law of the State of New York); provided, however, that if, because of any change in the taxation of real estate, any other tax or assessment, however denominated (including, without limitation, any franchise, income, profit, sales, use, occupancy, gross receipts or rental tax), is imposed upon the Office Unit, the owner thereof, or the occupancy, rents or income derived therefrom, in substitution for any of the Taxes, then such other tax or assessment to the extent substituted shall be included in Taxes for purposes hereof (assuming that the Office Unit is Landlord's sole asset and the income therefrom is Landlord's sole income). Taxes shall include, without limitation, (i) any taxes or assessments levied from and after the date of this Lease, in whole or in part, for public benefits to the Office Unit, including, without limitation, any business improvement district taxes and assessments, or (ii) any fee, tax or charge imposed by any Governmental Authority for any vaults or vault spaces that in either case are appurtenant to such Office Unit; provided, however, that Taxes shall not include (i) separate assessments made upon or with respect to any "air" and "development" rights now or hereafter appurtenant to or affecting such Office Unit, or (ii) separate assessments for any sign or billboard on the Building that is leased to a third-party. If any Taxes are payable in installments without interest, premium or penalty, then Landlord shall include in Taxes for any particular Tax Year only the installment of such real estate taxes or assessments that the applicable Governmental Authority requires Landlord to pay (and that Landlord actually pays) during such Tax Year.

(G) The term " Tax Payment " shall mean, with respect to any Tax Year, the product obtained by multiplying (i) the excess of (A) Taxes for such Tax Year, over (B) the Base Taxes, by (ii) Tenant's Tax Share.

(H) The term " Tax Statement " shall mean a statement that shows the Tax Payment for a particular Tax Year.

(I) The term " Tax Year " shall mean the Base Tax Year and each subsequent period from July 1 through June 30 (or such other period as hereinafter may be duly adopted by the Governmental Authority then imposing Taxes as its fiscal year for real estate tax purposes).

(J) The term " Tenant's Tax Share " shall mean, subject to the terms hereof, eighty-nine and six hundred ninety-five one-thousandths percent (89.695%).

2.6.

Tax Payment.

(A) Subject to the provisions of this Section 2.6, Tenant shall pay to Landlord, as additional rent, the Tax Payment.

(B) Subject to the provisions of this Section 2.6, Tenant shall pay to Landlord the Tax Payment for a particular Tax Year on or prior to the thirtieth (30 ^th ) day before the date that the applicable Governmental Authority obligates Landlord to make the corresponding payment of Taxes for such Tax Year. If the applicable Governmental Authority requires Landlord to pay the Taxes for a Tax Year in more than one (1) installment, then Tenant shall pay the Tax Payment to Landlord for such Tax Year in a corresponding number of installments. Tenant shall not be required to make a Tax Payment to Landlord (or to pay an installment thereof to Landlord) earlier than the fifteenth (15 ^th ) day after the date that Landlord gives Tenant a Tax Statement therefor. If Tenant's obligation to make the Tax Payment hereunder commences on a date that is not the date that the applicable Governmental Authority requires Landlord to make a corresponding payment of Taxes, then Tenant shall pay to Landlord, on such date that Tenant's obligation to make the Tax Payment hereunder commences, the installment of the Tax Payment due hereunder for the corresponding period, which installment shall be apportioned appropriately.

(C) If the Rent Commencement Date occurs later than the first (1st) day of the Tax Year that immediately succeeds the Base Tax Year, then the Tax Payment for the Tax Year during which the Rent Commencement Date occurs shall be an amount equal to the product obtained by multiplying (X) the Tax Payment that would have been due hereunder if the Rent Commencement Date was the first (1st) day of such Tax Year, by (Y) a fraction, the numerator of which is the number of days in the period beginning on the Rent Commencement Date and ending on the last day of such Tax Year, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), if such Tax Year includes the month of February in a leap year).

(D) If the Expiration Date is not the last day of a Tax Year, then the Tax Payment for the Tax Year during which the Expiration Date occurs shall be an amount equal to the product obtained by multiplying (X) the Tax Payment that would have been due hereunder if the Expiration Date was the last day of such Tax Year, by (Y) a fraction, the numerator of which is the number of days in the period beginning on the first (1st) day of such Tax Year and ending on the Expiration Date, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), if such Tax Year includes the month of February in a leap year).

(E) The Tax Payment shall be computed initially on the basis of the Assessed Valuation in effect on the date that Landlord gives the applicable Tax Statement to Tenant (as the

Taxes may have been settled or finally adjudicated prior to such time) regardless of any then pending application, proceeding or appeal to reduce the Assessed Valuation, but shall be subject to subsequent adjustment as provided in Section 2.7 hereof.

(F) Tenant shall pay the Tax Payment regardless of whether Tenant is exempt, in whole or part, from the payment of any Taxes by reason of Tenant's diplomatic status or otherwise.

(G) If Taxes are required to be paid on any date or dates other than as presently required by the Governmental Authority imposing Taxes, then the due date of the installments of the Tax Payment shall be adjusted so that each such installment is due from Tenant to Landlord thirty (30) days prior to the date that the corresponding payment is due to the Governmental Authority.

(H) Landlord's failure to give to Tenant a Tax Statement for any Tax Year shall not impair Landlord's right to give to Tenant a Tax Statement for any other Tax Year, provided, however, that if Landlord fails to give Tenant a Tax Statement for any Tax Year on or before the date that occurs two (2) years after the last day of such Tax Year to which such Tax Statement applies, then Landlord shall be deemed to have waived the payment of any then unpaid additional rent which would have been due pursuant to such Tax Statement.

(I) Landlord shall give to Tenant a copy of the relevant tax bill for each Tax Year (to the extent that the applicable Governmental Authority has issued such tax bill to Landlord) together with the Tax Statement for such Tax Year.

2.7.

Reductions in Taxes.

(A) Landlord, at Landlord's cost and expense, shall institute and prosecute in good faith tax certiorari proceedings to reduce the Assessed Valuation for each Tax Year occurring during the Term pursuant to and in accordance with applicable Requirements, unless Tenant agrees in writing that Landlord shall not be required to institute any such proceedings with respect to any particular Tax Year (in which event Landlord shall have the option in its discretion to institute any such proceedings). Tenant, at Tenant's cost and expense, shall have the right to have Tenant's tax certiorari attorney or consultants participate in the institution and prosecution of any such proceedings and Landlord shall reasonably take into account the recommendations of Tenant's attorney or consultant in connection with any such proceedings. Landlord shall not enter into a settlement with the applicable Governmental Authority with respect to any such proceeding without obtaining Tenant's prior consent thereto, which consent Tenant shall not unreasonably withhold, condition or delay. Landlord shall not make deliberate efforts in connection with any tax certiorari proceeding instituted and prosecuted by Landlord hereunder (or any settlement in connection therewith) to cause the applicable Governmental Authority to lower the Assessed Valuation for the Base Tax Year in return for agreeing to higher Assessed Valuations in Tax Years occurring after the Base Tax Year. In no event shall any tax certiorari proceeding result in Base Taxes being less than the Base Tax Floor.

(B) If, after a Tax Statement has been sent to Tenant, an Assessed Valuation that Landlord used to compute the Tax Payment for a Tax Year is reduced, and, as a result

thereof, a refund of Taxes is actually received by, or credited to, Landlord, then Landlord, promptly after Landlord's receipt of such refund (or such refund is credited to Landlord, as the case may be), shall send to Tenant a Tax Statement adjusting the Taxes for such Tax Year and setting forth, based on such adjustment, the portion of such refund for which Tenant is entitled a credit as set forth in this Section 2.7(B). Landlord shall credit the portion of such refund to which Tenant is entitled against the Rental thereafter coming due hereunder. The portion of such refund to which Tenant is entitled shall be limited to the portion of the Taxes, if any, that Tenant had theretofore paid to Landlord on account of the Tax Payment for the Tax Year to which the refund is applicable on the basis of the Assessed Valuation before it had been reduced. The Tax Payment paid by Tenant for such Tax Year (after taking into account such refund) shall be an amount equal to the Tax Payment that Tenant would have paid hereunder if the Assessed Valuation used in computing Taxes for such Tax Year had reflected initially the aforesaid reduction thereof that yielded such refund. If (x) Tenant is entitled to a credit against Rental pursuant to this Section 2.7(B), and (y) the Expiration Date occurs prior to the date that such credit is exhausted, then Landlord shall pay to Tenant the unused portion of such credit on or prior to the thirtieth (30th) day after the Expiration Date (and Landlord's obligation to make such payment shall survive the Expiration Date). If (i) Landlord receives such refund (or a credit therefor) after the Expiration Date, and (ii) Tenant is entitled to a portion thereof as contemplated by this Section 2.7(B), then Landlord shall pay to Tenant an amount equal to Tenant's share of such refund (or such credit) within thirty (30) days after the date that such refund is paid to Landlord (or such refund is credited to Landlord, as the case may be) (and Landlord's obligation to make such payment shall survive the Expiration Date).

(C) If the Assessed Valuation for the Base Tax Year is reduced at any time after the date that Landlord gives a Tax Statement to Tenant for a Tax Year, then Landlord shall have the right to give to Tenant a revised Tax Statement that recalculates the Tax Payment for a Tax Year (using the Taxes that reflect such reduction in such Assessed Valuation) (it being agreed that the Base Taxes shall in no event be less than the Base Tax Floor). Tenant shall pay to Landlord an amount equal to the excess of (i) the Tax Payment as reflected on such revised Tax Statement, over (ii) the Tax Payment as reflected on the prior Tax Statement, within thirty (30) days after Landlord gives such revised Tax Statement to Tenant.

(D) If, (I) the Assessed Valuation for (x) the Tax Year commencing on July 1, 2006 and ending on June 30, 2007, or (y) the Tax Year commencing on July 1, 2007 and ending on June 30, 2008 increases, in either case, over the Assessed Valuation for the prior Tax Year, and (II) any portion of any such increase is attributable to physical improvements made to the Office Unit that are identifiable in any documentation (including the tax bill) received by Landlord from the applicable Governmental Authority in respect of such Tax Year, then Landlord shall recalculate the Base Taxes as follows: (i) the Assessed Valuation for the Base Tax Year shall be deemed increased by the amount of any such increase for such physical improvements as aforesaid, and (ii) the Base Taxes shall be recalculated by multiplying such increased Assessed Valuation pursuant to the immediately preceding clause (i) by the tax rate that was in effect for the Base Tax Year, and (iii) such recalculated amount shall be deemed to be the Base Taxes retroactive to the Base Tax Year (subject to the terms of this clause (D)). If the Assessed Valuation for the Base Tax Year is increased as aforesaid, then Landlord shall give to Tenant a revised Tax Statement that recalculates the Tax Payment theretofore paid by Tenant for each Tax Year affected by such recalculation of the Base Taxes (using the recalculated Base

Taxes as aforesaid), and from and after Tenant's receipt of such revised Tax Statement, Tenant shall have the right to credit against its next installments of Rental due hereunder an amount equal to the excess of (i) the applicable Tax Payment theretofor paid by Tenant for the applicable Tax Year prior to the date of such recalculation by Landlord, over (ii) the Tax Payment as reflected on the revised Tax Statement given by Landlord to Tenant. Any recalculation of Base Taxes pursuant to this Section 2.7(D) shall be subject to further recalculation to the extent that the increases for physical improvements reflected in the Assessed Valuation in either of the Tax Years described in this clause (D) are reduced by virtue of a tax certiorari proceeding or settlement (and, accordingly, Landlord shall have the right to give Tenant a further revised Tax Statement for an applicable Tax Year if such physical improvements are reduced as aforesaid). In no event shall the provisions of this Section 2.7 result in Base Taxes being less than the Base Tax Floor.

Article 3

USE

3.1.

Permitted Use.

(A) Subject to Section 3.2 hereof and Section 3.3 hereof, Tenant shall use the Premises (other than the Mailroom and the Storage Space), and Tenant shall cause any other Person claiming by, through or under Tenant to use the Premises, in either case only as general and executive offices and for uses reasonably ancillary or incidental thereto. Landlord acknowledges that Tenant's use of the Premises (or portions thereof) as a trading facility shall not be deemed to violate the provisions of this Section 3.1. Subject to Section 3.2 and Section 3.3 hereof, Tenant shall use and occupy, and shall cause any Person claiming by, through or under Tenant to use and occupy, the portion of the Premises located on lower level 3 of the Building and denoted on Exhibit "A" hereto as the "message center" (the " Mailroom ") only for purposes of receiving and distributing mail and packages, and for messenger deliveries in connection with Tenant's conducting business in the Premises and other tenants in the Office Unit conducting business in their premises in the Office Unit, and for no other purpose. Subject to Section 3.2 and 3.3 hereof, Tenant shall use and occupy, and shall cause any Person claiming by, through or under Tenant to use and occupy, the portion of the Premises located on lower level 3 of the Building and denoted on Exhibit "A" attached hereto as the "storage space" (the " Storage Space ") for storage purposes, and for no other purpose. Subject to Section 3.2 hereof, such ancillary or incidental uses may include, without limitation, the following:

(1) kitchens, dining facilities, pantries and/or vending machines (which may be supplied by any party selected by Tenant);

(2) board rooms, conference rooms, meeting rooms, conference centers and facilities and an auditorium;

(3) one or more data centers for computer and other electronic data processing and business machine operations in connection with the business operations of Tenant and any Permitted Parties;

(4) duplicating, photographic reproduction and/or offset printing facilities in connection with the business operations of Tenant and any Permitted Parties;

(5) mailroom facilities in connection with the business operations of Tenant and any Permitted Parties;

(6) secured facilities and storage of equipment, records, files and other items in connection with the business operations of Tenant and any Permitted Parties;

(7) medical or health facilities exclusively serving Tenant and any Permitted Parties;

(8) travel services or agencies exclusively serving Tenant and any Permitted Parties;

(9) day care facilities exclusively serving Tenant and any Permitted Parties;

(10) an exercise facility for use only by Tenant and any Permitted Parties; and

(11)

a messenger center for use only by Tenant and any Permitted Parties.

(B) Tenant, at Tenant's cost and expense, shall have the right to perform Alterations in accordance with the applicable terms and provisions of Article 7 hereof to make available Building Systems to the Storage Space. Tenant, at Tenant’s cost and expense, shall have the right to perform Alterations in accordance with the applicable terms and provisions of Article 7 hereof to make available Building Systems to provide solely electricity and HVAC to the Mailroom. Tenant's employees or agents that use the Storage Space and the Mailroom shall have the right to use on a non-exclusive basis the restrooms located on lower level 3 of the Building (including the restroom located in the loading dock area of the Building). Tenant shall have the right to place lockers in the Storage Space for Tenant's security guard stationed behind the lobby desk in the Building and for any other security guard that is posted to the lobby of the Building in accordance with the terms of this Lease.

(C) Tenant expressly acknowledges that it shall operate in the Mailroom a package and mail center for purposes of distributing and receiving mail and packages and a messenger center on behalf of the tenants or occupants in the Office Unit, subject to the Rules. If Tenant no longer meets the Minimum Demise Requirement, then Landlord shall have the right to terminate this Lease solely with respect to the Mailroom by giving Tenant written notice thereof, in which event this Lease solely with respect to the Mailroom shall terminate on the date that is thirty (30) days after the date that Landlord gives such notice to Tenant (without any reduction in the Rental payable by Tenant hereunder). From and after the date that this Lease terminates with respect to the Mailroom as aforesaid, Landlord shall operate as a service hereunder a center for the distribution of mail and packages, and for messenger deliveries, for the tenants, including Tenant, in the Office Unit.

(D) Notwithstanding the provisions of Article 4 hereof, Landlord shall have no obligation to clean the Mailroom or the Storage Space, as the case may be, to provide HVAC thereto pursuant to Section 4.4 hereof, or to provide gas, steam, or water thereto.

3.2.

Limitations.

(A) Tenant shall not use the Premises or any part thereof, or permit the Premises or any part thereof to be used:

(1) for the conduct of retail trade on an off-the-street basis or otherwise (including, without limitation, for (x) the sale of pornographic or obscene materials or for any similar purpose or as a "massage parlor", "sex club", "topless bar", or other similar establishment, (y) a facility for the sale of paraphernalia for use with illicit drugs, or (z) an off-track betting parlor).

(2) by any Governmental Authority or any other Person having sovereign or diplomatic immunity;

(3) for a restaurant, bar, or for the sale, storage, preparation, service or consumption of food or beverages in any manner whatsoever, including, without limitation, for the sale of confectionery, soda or other beverages, sandwiches, ice cream or baked goods (except that, as provided in Section 3.1(A)(1) herein, Tenant has the right to store, prepare, and serve food and beverages, by any reasonable means (including, without limitation, by means of customary vending machines), for consumption by Tenant's officers, employees and business guests in the Premises);

(4) as an employment agency, executive search firm or similar enterprise, labor union, school, or vocational training center (except for the incidental use of portions of the Premises from time to time for presenting seminars and training to the employees of Tenant, any Permitted Party and/or their Affiliates, or their clients, customers, service providers or other people with whom Tenant, any Permitted Party or their Affiliates have a significant business relationship, to the extent that any such use or the manner of such use would not (i) create a volume of pedestrian traffic and use of the elevators in excess of that found in the ordinary course at first-class office buildings in midtown Manhattan, (ii) violate any Requirements, (iii) require an amendment to the Certificate of Occupancy for the Building, or (iv) obligate Landlord to make any physical alterations to any part of the Building (except to the extent that such alterations are limited to the Premises, performed by Tenant at its sole cost and expense, and consented to by Landlord, which consent shall be granted or withheld by Landlord in accordance with the terms and conditions of the Article 7 herein and otherwise performed in accordance with Article 7 hereof); or

(5) for the business of photographic, multilith or multigraph reproductions of offset printing, except in connection with, either directly or indirectly, Tenant's own business and/or activities.

3.3.

Bloomberg Lease Restrictions.

Provided that the Bloomberg Lease is still in full force and effect and the provisions of Sections 40.1 through 40.7 of the Bloomberg Lease have not been rendered ineffective pursuant to Section 40.8 of the Bloomberg Lease, the Premises or any portion thereof may not be used or occupied by any Person that is a Bloomberg Primary Competitor. The term " Bloomberg Primary Competitor " shall mean a Person that is included on the list of Bloomberg Primary Competitors

annexed as Exhibit "3.3-1" attached hereto and made a part hereof. Pursuant to the Lease (the " Bloomberg Lease "), dated as of April 30, 2001, between Seven Thirty One Limited Partnership, as landlord, and Bloomberg L.P. (" Bloomberg "), as tenant, the list of Bloomberg Primary Competitors may change only to the extent provided on Exhibit "3.3-2" attached hereto and made a part hereof. Tenant shall not be bound by any change in the list of Bloomberg Primary Competitors set forth as Exhibit "3.3-2" attached hereto unless and until Tenant has received written notice of such change in accordance with Article 28 hereof. Nothing contained in this Section 3.3 shall prevent the Premises or any portion thereof (subject to the other terms and provisions of this Lease), from being used by a Person that is a Bloomberg Primary Competitor if such Person did not constitute a Bloomberg Primary Competitor on the earlier to occur of (x) the date that such Person entered into occupancy of the Premises (or a portion thereof), and (y) the date that such Person entered into an agreement to occupy the Premises (or a portion thereof).

3.4.

Rules.

(A) Subject to the terms of this Section 3.4, Tenant shall comply with, and Tenant shall cause any other Person claiming by, through or under Tenant to comply with, (i) the rules set forth in Exhibit "3.4-1" attached hereto and made a part hereof, (ii) the rules with respect to Alterations set forth in Exhibit "3.4-2" attached hereto and made a part hereof, and (iii) other reasonable rules that Landlord hereafter adopts from time to time on reasonable advance notice to Tenant (such rules that are attached hereto, and such other rules, being collectively referred to herein as the " Rules "), which other rules, in Landlord's reasonable judgment, are necessary for the reputation, safety, care and appearance of the Real Property or the operation or maintenance thereof, and which do not unreasonably affect the conduct of Tenant's business in the Premises or Tenant's use of the Premises. Tenant shall have the right to institute an Expedited Arbitration Proceeding to determine whether any additional Rule hereafter adopted by Landlord complies with this Section 3.4 only by giving written notice thereof to Landlord within thirty (30) days after the date that Landlord gives Tenant written notice of Landlord's adoption of any such additional Rule (it being understood that Tenant shall not have any other right to dispute the compliance with such standards by any such additional Rule hereafter adopted by Landlord). Except as otherwise provided in this Section 3.4, nothing contained in this Lease shall be construed to impose upon Landlord any obligation to enforce the Rules or the terms of any other lease against any other tenant, and Landlord shall not be liable to Tenant for violation thereof by any other tenant. Landlord shall not enforce any Rule against Tenant that Landlord is not then enforcing against all other office tenants in the Office Unit (or in the Office Unit One if the Office Unit One Owner is then Landlord or its Affiliate) and shall not enforce any Rules in a manner discriminatory to Tenant. If a conflict or inconsistency exists between the Rules and the provisions of the remaining portion of this Lease, then the provisions of the remaining portion of this Lease shall control.

(B) If (i) another occupant in the Building fails to comply with a Rule that is applicable to Tenant under this Lease, and (ii) such failure by such other occupant either (a) violates the terms of a lease between such occupant and its landlord, or (b) violates such other occupant's obligations to the Condominium, (iii) such failure by such other occupant has a material adverse effect on Tenant's ability to conduct business in the Premises, (iv) Tenant is then in compliance with such Rule, and (v) Tenant requested that Landlord enforce Landlord's

rights against such other occupant in respect of such failure (or, if such occupant is (x) an occupant of a unit in the Condominium owned by an Affiliate of Landlord, Tenant requested that Landlord cause such Affiliate to enforce such Affiliate's rights, or (y) an occupant of a unit in the Condominium not owned by Landlord and/or its Affiliates, Tenant requested that Landlord cause the Condominium Board to enforce the Condominium's rights), then Landlord shall use due diligence to enforce such rights as aforesaid (or to cause its Affiliate or the Condominium Board, as the case may be, to enforce such rights as aforesaid) against such other occupant in respect of such failure (it being agreed, however, that Landlord shall have no obligation to institute a proceeding against such other occupant) promptly after Tenant's request to Landlord therefor. Landlord shall consult (or shall cause the Condominium Board to consult) from time to time with Tenant in connection with Landlord's using due diligence (or the Condominium's using due diligence) to enforce the aforesaid rights of Landlord or the Condominium Board against such other occupant as contemplated by this Section 3.4. Tenant agrees that Landlord’s costs to enforce the rights described in this Section 3.4 hereof shall constitute an Operating Expense.

3.5.

Fire Stairs.

Subject to the terms of this Section 3.5, Tenant shall have the right to use (and to permit Permitted Parties to use) at no additional cost (but subject, however, to recoupment to the extent provided in Article 2 hereof) the fire stairs serving the Premises, for purposes of permitting personnel to move among the floors of the Building that comprise the Premises (such fire stairs being referred to herein as the " Fire Stairs "). A Permitted Party shall not have the right to use the Fire Stairs as contemplated by this Section 3.5 to gain access to the street adjacent to the Building (except in the event of an emergency). Tenant shall use (or permit another Permitted Party to use) the Fire Stairs only to the extent permitted by, and in a manner that is consistent with, applicable Requirements. Tenant shall not have the right to use the Fire Stairs in a manner that prevents free passage therein from floors of the Building other than the Premises. Nothing contained in this Section 3.5 diminishes Landlord's right to make installations in the Fire Stairs to limit Tenant's ability to gain access to portions of the Building (other than the Premises) from the Fire Stairs. Tenant shall not have the right to perform any Alterations in the Fire Stairs (except that Tenant shall have the right to install, in accordance with Article 7 hereof and to the extent permitted by Requirements, (x) a security system in the Fire Stairs that seeks to prevent unauthorized persons from entering the Premises from the Fire Stairs, and (y) reasonable finishes in the Fire Stairs (such as floor covering, paint and lighting), in either case at Tenant's expense). After the Commencement Date, Landlord, at Landlord's cost and expense, shall install (x) photo-luminescent paint on the treads and railings located in the Fire Stairs, and (y) two (2) security gates in the Fire Stairs (one such gate to be located in the Fire Stairs directly above the landing to the twenty-ninth (29 ^th ) floor of the Building and one such gate to be located in the Fire Stairs directly below the landing thereof to the twenty-first (21 ^st ) floor of the Building), which work Landlord shall perform in accordance with all applicable Requirements and in a good and workerlike manner. The aforesaid gates shall be locked in an effort to prevent unauthorized access into the Fire Stairs that serve the Premises between the twenty-first (21 ^st ) and twenty-ninth (29 ^th ) floors of the Building, and shall automatically unlock in the event of an emergency.

3.6.

Risers.

(A) Subject to the terms of this Section 3.6, Landlord hereby consents to Tenant's installing and maintaining fuel lines, electrical lines, telecommunications and computer lines and cabling, exhaust ducts and flues or other similar lines, cabling, ducts, risers and conduits or any other equipment that may be lawfully installed therein (collectively, the " Risers ") in the shaft locations shown on Exhibit "3.6" attached hereto and made a part hereof, all at no additional charge to Tenant. If Tenant licenses the Antennae Site in accordance with Section 3.9 hereof, then Landlord consents to Tenant's installing and maintaining a Riser in a shaft location reasonably designated by Landlord that runs from the mechanical room (the " Antennae Mast Mechanical Room ") that supports the Antennae Mast and the Antennae located on the fifty-fourth (54 ^th ) floor of the Building to the Premises. Landlord shall provide Tenant with access in accordance with good construction practice at reasonable times and upon reasonable advance notice for the installation, operation and maintenance of the Risers, provided that such access shall (i) not unreasonably interfere with or interrupt the operation and maintenance of the Building, and (ii) be upon such other terms reasonably designated by Landlord. Tenant shall install the Risers at Tenant's expense (subject to Tenant's right to use a portion of the Tenant Fund for such expense). Tenant shall perform such installation in accordance with the provisions of this Lease, including, without limitation, the provisions pertaining to the performance of Alterations. If Tenant exercises Tenant's right to install the Risers as contemplated by this Section 3.6, then Tenant, at Tenant's expense, shall maintain the Risers in good condition during the Term. Tenant, upon the Expiration Date, shall not be required to remove the Risers; provided, however, that (i) Landlord reserves the right to require the Risers to be disconnected, capped and sealed at Tenant's cost upon the Expiration Date, and (ii) Landlord shall have the right to require Tenant to remove the Risers upon the Expiration Date to the extent required by any Requirement. Landlord shall use reasonable efforts to provide Tenant with additional shaft locations in the Building (in addition to those set forth on Exhibit "3.6" attached hereto) if Tenant desires to install additional Risers, upon Tenant's written request therefor and subject to there being riser space that is then available in the Building.

3.7.

Tenant's Signs.

(A) Subject to the terms of this Section 3.7, Tenant shall have the right to erect and maintain one (1) sign that identifies Tenant or its Affiliate or its successor pursuant to Section 17.9 hereof as an occupant of the Building (and for no other purpose) in the lobby of the Building at the location described in, and in accordance with the specifications described in, Exhibit "3.7-1" attached hereto and made a part hereof (the " Lobby Sign "). Tenant shall be permitted to erect and maintain the Lobby Sign only during the period that the Minimum Demise Requirement is satisfied. At any time that Tenant meets the Minimum Demise Requirement, Tenant may elect to have the Lobby Sign identify, in lieu of Tenant (or its Affiliate or successor as aforesaid), a Permitted Party that subleases from Tenant at least eighty-eight thousand (88,000) square feet of Rentable Area of the Premises. Tenant shall have the right to replace the Lobby Sign that is depicted on Exhibit "3.7-1" attached hereto provided that Tenant obtains Landlord's prior written consent thereto (it being agreed that Landlord shall not unreasonably withhold, condition or delay its consent to any such replacement Tenant's Sign if such replacement Tenant Sign is the same size as the Tenant's Sign depicted on Exhibit "3.7-1" attached hereto, and is the same color and made with the same materials as the Tenant's Sign

depicted on Exhibit "3.7-1" attached hereto). If Tenant no longer satisfies the Minimum Demise Requirement, then Tenant shall not have the right to maintain the Lobby Sign that is described on Exhibit "3.7-1" attached hereto (as the Lobby Sign may have theretofore been replaced as aforesaid), provided that Landlord, at Landlord's cost and expense, shall erect a sign in a location in the lobby of the Building designated by Landlord in Landlord's reasonable discretion that identifies Tenant and that will indicate the elevator bank that accesses the Premises (which sign shall be of a size that is proportionate to similar signs erected by Landlord for other tenants or occupants of the Office Unit, based on the relative square footage then leased by Tenant and such other tenants or occupants).

(B) Tenant shall have the right at any time during the Term to install a sign on the exterior of the Building (the " Exterior Sign "; the Lobby Sign and the Exterior Sign being collectively referred to herein as " Tenant's Signs ") on the left hand column of the entrance to the Lexington Avenue lobby of the Building, which column is more particularly described on Exhibit "3.7-2" attached hereto and made a part hereof. The dimensions of the Exterior Sign shall be three (3) feet four (4) inches wide and six (6) inches high. Landlord, in Landlord's sole discretion, shall have the right to determine the exact location of the Exterior Sign on such column, provided that such location determined by Landlord shall be within the designated range depicted on Exhibit "3.7-2" attached hereto, and the colors and materials that will comprise the Exterior Sign. Tenant shall be permitted to erect and maintain the Exterior Sign only during the period that Tenant leases the entire Rentable Area of five (5) or more floors of the Building that comprise the Premises on the date hereof. If (x) the Exterior Sign is removed by virtue of Tenant no longer leasing five (5) or more floors of the Building as aforesaid, (y) Tenant meets the Minimum Demise Requirement, and (z) Landlord permits another tenant or occupant in the Office Unit to install a sign on the aforesaid column, then Tenant shall thereafter have the right to erect a sign in a location on such column designated by Landlord that is similar to such sign installed by such other tenant or occupant. The Exterior Sign may only identify one (1) Person, which may be Citibank, N.A. or Citigroup, Inc. or any successor of Citibank, N.A. or Citigroup, Inc.

(C) Tenant's installation of Tenant's Signs shall be performed at Tenant's cost in accordance with the provisions set forth in Article 7 hereof. Tenant shall not have the right to erect Tenant's Signs that would create the impression in the mind of a reasonable person that the Building is named for Tenant. Tenant, at Tenant's expense, shall operate, maintain and repair any Tenant's Signs that Tenant erects pursuant to this Section 3.7 in accordance with customary standards for first-class office buildings in the vicinity of the Building and in compliance with all applicable Requirements. Tenant, at Tenant's expense, shall remove Tenant's Signs promptly upon the earlier to occur of (x) the Expiration Date, and (y) the date that Tenant has no further right to erect or maintain Tenant's Signs pursuant to this Section 3.7, and shall repair any damage caused by the installation of Tenant's Signs or such removal.

3.8.

Promotional Displays.

Tenant shall not have the right to use any window in the Premises for any sign or other display that is designed principally for advertising or promotion.

3.9.

Antennae Roof Rights.

(A) Tenant shall have the right to install Antennae on the antennae mast (the " Antennae Mast ") installed by Landlord on the roof of the Building for use solely by Tenant (or other Permitted Parties) (and not for resale purposes) on the terms and subject to the conditions set forth in this Section 3.9. At any time during the Term, Tenant shall have the right to install two (2) Antennae on the Antennae Mast (each of which shall be no larger than eighteen (18) inches in diameter) (such two (2) Antennae being referred to herein as the " Permitted Antennae "). Tenant shall give Landlord no less than thirty (30) days prior written notice (the " Antennae Notice ") of Tenant's election to install the Permitted Antennae. Tenant shall describe in the Antennae Notice with specificity the type of Antennae Tenant elects to install on the Antennae Mast and the intended use thereof. The term " Antennae " shall mean, collectively, any Tenant antennae or antennaes, together with related equipment, mountings and supports, installed on behalf of Tenant on the Antennae Mast in accordance with this Section 3.9. At any time during the Term Tenant shall have the right to install additional Antennae on the Antennae Mast by giving Landlord written notice thereof, in which notice Tenant shall set forth a description of the additional Antennae that Tenant desires to install and the intended use thereof. If (x) Landlord then has available space on the Antennae Mast to accommodate the additional Antennae described in such notice, and (y) Tenant has theretofore installed the Permitted Antennae, then Tenant shall have the right to install the additional Antennae described in such notice on the terms and conditions set forth in this Section 3.9.

(B) Promptly after the date that Landlord has sold or licensed for use approximately seventy percent (70%) of the space on the Antennae Mast, Landlord shall give Tenant a notice (the " Antennae Availability Notice ") informing Tenant of the amount of space that then remains on the Antennae Mast (such space being referred to herein as the " Available Antennae Space "). Tenant has the right to license all or any portion of the Available Antennae Space by giving notice (the " Antennae Response Notice ") thereof to Landlord no later than sixty (60) days after the date Landlord gave the Antennae Availability Notice to Tenant. Time shall be of the essence with respect to Tenant's giving the Antennae Response Notice to Landlord no later than sixty (60) days after the date Landlord gave the Antennae Availability Notice to Tenant. Tenant shall describe with reasonable specificity in the Antennae Response Notice the Antennae that Tenant proposes to install on the Antennae Mast and the intended use of the Antennae that Tenant proposes to install on the Antennae Mast. Landlord has no obligation to give Tenant an Antennae Availability Notice if, at the time approximately seventy percent (70%) of the space on the Antennae Mast has been sold or licensed by Landlord, Tenant no longer meets the Minimum Demise Requirement. If Tenant fails to give Landlord an Antennae Response Notice, then Landlord may thereafter license the remaining space on the Antennae Mast to any Person without having any obligation to notify Tenant thereof; subject, however, to Tenant’s right set forth in Section 3.9(A) hereof to install the Permitted Antennae without respect to whether seventy percent (70%) of the space on the Antennae Mast has been sold or licensed by Landlord (i.e., sufficient space for the Permitted Antennae shall be reserved by Landlord for Tenant).

(C) Landlord shall have the right to reasonably designate the location of the Antennae on the Antennae Mast (the area on the Antennae Mast so reasonably designated by Landlord being referred to herein as the " Antennae Site" ). Commencing on the date (the

" Antennae Commencement Date ") an Antennae is installed on the Antennae Mast, the amount of space used thereon by any such Antennae shall be licensed by Landlord to Tenant on the terms and conditions contained in this Section 3.9. Landlord shall provide Tenant with riser space for the Antennae pursuant to Section 3.6 hereof. If, on the Antennae Commencement Date, there is electrical capacity available in the Antennae Mast Mechanical Room for Tenant's use in operating the Antennae, then Landlord shall make such electrical capacity available to Tenant for such purpose. Tenant's use of any such electricity shall be measured by submeter, installed by Landlord at Landlord's expense, and computed and billed to Tenant in accordance with the terms and provisions of Section 5.3 hereof. If, however, on the Antennae Commencement Date, there is not sufficient electrical capacity available as aforesaid, then Tenant, at Tenant's cost and expense, shall have the right to run, in accordance with the terms of this Lease, an electrical line from the Premises to the Antennae Mast Mechanical Room for purposes of operating the Antennae. Landlord (or, at Landlord's option, the Mast Manager) shall perform, at Tenant's expense, the work necessary to install the Antennae on the Antennae Mast, including making any electrical connections with respect thereto (other than running an electrical line from the Premises, if necessary, as aforesaid). Except as otherwise expressly set forth in this Section 3.9, the Antennae shall be deemed for all purposes of this Lease to be a Specialty Alteration. The rights granted to Tenant in this Section 3.9 shall not be assignable by Tenant separate and apart from this Lease.

(D) Landlord may engage a third party (the " Mast Manager ") to perform the construction, installation, maintenance or repair of the Antennae on commercially reasonable terms. Tenant shall pay a fee (the " License Fee ") to Landlord, as additional rent, for Tenant's right to use the Antennae Site, and for the services of the Mast Manager, in a monthly amount equal to the Fair Market Rent therefor, payable in equal monthly installments in advance during the Term from and after the Antenna Commencement Date. Landlord and Tenant shall determine the Fair Market Rent of the Antennae Site in accordance with the terms of Article 20 hereof. Tenant shall promptly pay when due any tax, license, permit or other fees or charges imposed pursuant to any Requirements relating to the installation, maintenance or use of the Antennae.

(E) Landlord retains the right to use the area in and around the Antennae Mast for any reasonable purpose whatsoever provided that such use does not unreasonably interfere with the use of the Antennae by Tenant (or the applicable Permitted Party). If, after any Antennae is installed on behalf of Tenant, it is discovered that such Antennae interferes with (i) the reception or transmission of communication signals by or from any antennae, satellite dishes or similar equipment installed on the Antennae Mast or any other location on the roof of the Building in either case prior to the date that the Antennae is installed, or (ii) the operation of the Building Systems, then Landlord shall cause the Mast Manager, on Tenant's behalf and at Tenant's expense, to relocate the Antennae to another area on the Antennae Mast or roof of the Building reasonably designated by Landlord. If such interference still occurs despite such relocation, and, despite Landlord's diligent efforts, there exists no reasonably practicable site on the Antennae Mast or on the roof of the Building for the relocation of the Antennae, then Landlord shall cause the Mast Manager upon prior notice to Tenant and at Tenant's expense, to promptly remove the Antennae from the Antennae Mast or the roof of the Building, as the case may be.

(F) If any antennae or satellite dish installed on the Antennae Mast after the date that Tenant's Antennae is installed thereon interferes with the reception or transmission of communication signals by or from the Antennae, then Landlord shall cause the Mast Manager to relocate such antennae or satellite dish to another area on the Antennae Mast or roof of the Building. If such interference still occurs despite such relocation and despite Landlord's diligent efforts, then Landlord shall cause the Mast Manager to promptly remove such antennae or satellite dish from the Antennae Mast or the roof of the Building.

(G) Neither Landlord nor the Mast Manager shall have any obligation to cause the Antennae to comply with Requirements (and, accordingly, Landlord shall not be required to obtain or maintain any required permits or licenses for the Antennae; provided, however, that Landlord at Tenant's cost and expense, shall cooperate reasonably with Tenant in connection with Tenant's obtaining any such permits or licenses). Neither Landlord nor the Mast Manager shall be responsible for any damage that is caused to Tenant or the Antennae by any other tenant or occupants of the Building, or for any interference or disturbance caused to the Antennae by any equipment installed on or in the Building (subject to the provisions of clause (E) of this Section 3.9) except to the extent of the negligence or willful misconduct of Landlord, the Mast Manager, or their employees, agents or contractors. Landlord makes no representation that the Antennae will receive or transmit communication signals without interference or disturbance and Tenant agrees that Landlord shall not be liable to Tenant therefor.

(H) The license granted to Tenant under this Section 3.9 shall automatically terminate and expire upon the expiration or earlier termination of this Lease.

(I) The Mast Manager, at Tenant's expense, shall remove the Antennae from the Antennae Site promptly after the date that Tenant's rights under this Section 3.9 lapse or otherwise terminate. Any installment of the License Fee paid by Tenant to Landlord hereunder in respect of any period of time after the date that Tenant so removes the Antennae shall be credited by Landlord against Tenant's next installments of Rental due hereunder.

3.10.

Wireless Internet Service.

Tenant has the right to install wireless Internet voice and data systems and equipment in the Premises using a provider selected by Tenant. Tenant shall not solicit other occupants of the Building (i.e., outside the Premises) to use wireless Internet service that emanates from the Premises. Tenant shall not permit the signals of Tenant's wireless Internet service (if any) to emanate beyond the Premises in a manner that interferes in any material respect with any Building Systems or with any other occupant's use of other portions of the Building.

3.11.

Telecommunications Provider/Telephone Closets.

Tenant, at Tenant's cost and expense, shall have the right to use a telecommunications provider selected by Tenant. Tenant agrees that Landlord shall have the right to access (in accordance with the terms of Article 9 hereof) the telephone and electric closets that comprise a portion of the Premises and that are shown on Exhibit "3.11" attached hereto and made a part hereof for purposes of Landlord's accessing Landlord's equipment contained therein (including

fire alarm and security installations and telecommunications risers). Tenant agrees not to use, move, or otherwise disturb Landlord's equipment located in such telephone closets.

3.12.

Access to Beacon Court.

(A) Tenant shall have the right to use, in common with the other occupants of the Building, at least one (1) access lane in Beacon Court, solely for the purpose of discharging and picking up passengers. Tenant shall have such right to the use of Beacon Court twenty-four (24) hours per day, seven (7) days per week. Tenant acknowledges that Tenant's right to use Beacon Court as described in this Section 3.12 shall be subject to the Rules. Tenant acknowledges that Tenant has no right to use the lobbies of the Building that open onto Beacon Court (it being understood that Tenant has the right to use only the lobby of the Building that opens onto Lexington Avenue) except to the extent provided in the Access Agreement (the " Access Agreement "), dated as of the date hereof, among Landlord, Bloomberg and Tenant, a copy of which is annexed as Exhibit "3.12" attached hereto and made a part hereof. Landlord shall use due diligence to (and shall use due diligence to cause the Condominium to) keep the access lane of Beacon Court reasonably free of traffic and generally available for Tenant's use. Landlord shall engage, or cause the Condominium to engage, an attendant to assist with traffic flow through to the extent reasonably necessary.

(B) If Bloomberg fails to provide Tenant with access to the Beacon Court Lobby as aforesaid in violation of the Access Agreement, then Landlord shall use reasonable efforts to cause Bloomberg to comply with the provisions of the Access Agreement, it being agreed, however, that Landlord shall have no obligation to institute a proceeding against Bloomberg in connection therewith. Tenant shall reimburse Landlord, from time to time, for the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with Landlord's using such reasonable efforts to cause Bloomberg to comply with its obligations under the Access Agreement. Landlord shall include in any such request for reimbursement reasonable supporting information therefor. Landlord shall consult from time to time with Tenant in connection with Landlord's using such efforts to cause Bloomberg to comply with the provisions of the Access Agreement as contemplated by this Section 3.12.

3.13.

Lobby Turnstiles.

(A) Subject to the terms of this Section 3.13, Landlord acknowledges that Tenant shall have the right to install in the lobby of the Building, in the location shown on Exhibit "3.13" attached hereto and made a part hereof, a turnstile system to limit access to the elevator bank that serves the Premises. Tenant shall not have the right to install such turnstile system prior to obtaining Landlord's consent to the specifications therefor, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall perform such installation in accordance with the terms of Section 3.13 hereof (including, without limitation, the provisions thereof that require Tenant to obtain Landlord's prior consent to such installation, which consent Landlord shall not unreasonably withhold, condition or delay). If (x) Tenant installs such turnstile system in the lobby of the Building as contemplated by this Section 3.13, and (y) at any time during the Term, this Lease does not demise all of the Rentable Area that is served by such elevator bank, then Tenant shall make reasonable arrangements with Landlord and the occupants of the Rentable Area that is served by such elevator bank to provide Landlord and such

occupants with access to the turnstile system at all times. Landlord and Tenant shall use reasonable efforts to arrange for each tenant that occupies any Rentable Area served by such elevator bank to use a security/identification card that coordinates with Tenant's security system (and which would operate the turnstile system installed by Tenant).

(B) From and after the date that Tenant no longer meets the Minimum Demise Requirement, Landlord, at Landlord's cost and expense, shall have the right to remove the turnstile system installed by Tenant. If Landlord so removes the turnstiles, then Landlord, at Landlord's cost and expense, shall nonetheless be required to provide a security system or procedure reasonably designed to prevent unauthorized access into the passenger elevators that serve the Premises that is comparable to the security systems or procedures used or employed by landlords of comparable first-class buildings located in midtown Manhattan.

3.14.

Fitness Center.

(A) Subject to the terms of this Section 3.14, Tenant acknowledges that Landlord intends to construct (or to cause to be constructed) a fitness center (the " Fitness Center ") on the twenty-ninth (29 ^th ) floor of the Building for use by the Residential Unit owners. Landlord shall construct (or cause to be constructed) the Fitness Center in accordance with the plans and specifications therefor in Exhibit "3.14" attached hereto and made a part hereof (it being understood that Landlord shall have the right to alter such plans and specifications to relocate the equipment in the Fitness Center and to alter the configuration of the Fitness Center, provided that such altered plans and specifications provide for substantially the same construction methods that are contemplated by the plans and specifications that are attached hereto as Exhibit "3.14", so that, for example, if (i) the plans and specification that are attached hereto as Exhibit "3.14" provide for noise-dampening installations to accommodate certain fitness equipment, and (ii) the Fitness Center is reconfigured to relocate such fitness equipment, then Landlord shall construct (or cause to be constructed) the Fitness Center in a manner that relocates such noise-dampening installations to reflect the aforesaid relocation of such fitness equipment). If, after Landlord's completion of the Fitness Center, (x) Tenant notifies Landlord that noise or vibrations emanating from the Fitness Center to the portion of the Premises located on the twenty-eighth (28 ^th ) floor of the Building are disturbing beyond a de minimis extent Tenant's employees working in such portion of the Premises, and (y) it is determined that Landlord did not construct (or cause to be constructed) the Fitness Center in substantial accordance with the plans and specifications annexed as Exhibit "3.14" attached hereto, then Landlord, at Landlord's cost and expense and with due diligence, shall perform (or cause to be performed) in the Fitness Center the work necessary to cause the Fitness Center to substantially conform to such plans and specifications (but in no event shall Landlord be obligated after receipt of Tenant's notice to Landlord to perform any work in the Fitness Center that is in addition to, or different from, the work described on such plans and specifications).

(B) During any period of time that Tenant meets the Minimum Demise Requirement and upon prior notice from Tenant to Landlord, Tenant shall have the right for up to twelve (12) of its employees to use the Fitness Center in accordance with the rules and regulations established therefor pursuant to the Condominium Documents. Each Tenant employee that intends to use the Fitness Center shall enter into a contract with the board of managers of the Residential Unit, which contract shall govern such employee's use of the Fitness

Center (including the fees payable for such use of the Fitness Center, which fees shall be in keeping with the fees charged by owners or operators of fitness centers in first-class office Buildings in midtown Manhattan).

(C) Landlord, at Landlord's cost and expense and in a location reasonably designated by Landlord, shall install a door in the common corridor on the twenty-ninth (29 ^th ) floor of the Building in an effort to reduce the likelihood of Residential Unit owners who are using the Fitness Center from entering any of the passenger elevators on such floor that service the Premises and gaining unauthorized access to the Premises, which door shall be secured by a card reader system. Landlord shall perform such work in a good workerlike manner with due diligence from and after the Commencement Date.

3.15.

Floor Loads.

The floors loads for each floor of the Building that comprises the Premises (or any portion thereof) are described on Exhibit "3.15" attached hereto and made a part hereof.

Article 4

SERVICES

4.1.

Certain Definitions.

(A) The term " Building Hours " shall mean the period from 08:00 am to 08:00 pm on Business Days and the period from 08:00 am to 01:00 pm on Saturdays that are not Holidays, except that with respect to the operation of the freight elevators "Building Hours" shall mean the period from 08:00 am to 05:00 pm on Business Days only.

(B) The term " Building Systems " shall mean the service systems of the Building, including, without limitation, the mechanical, gas, steam, electrical, sanitary, HVAC, elevator, plumbing, and life-safety systems of the Building (it being understood that the Building Systems shall not include any systems that Tenant installs in the Premises as an Alteration).

(C)

The term " HVAC " shall mean heat, ventilation and air-conditioning.

(D) The term " HVAC Systems " shall mean the Building Systems that provide HVAC.

(E) The term " Overtime Periods " shall mean any times that do not constitute Building Hours.

4.2.

Passenger Elevator Service.

Subject to the terms of Article 10 hereof and this Section 4.2, Landlord shall provide Tenant with passenger elevator service for the Premises using the Building Systems therefor. From and after the Commencement Date, such passenger elevator service shall be provided by the four (4) passenger elevators depicted on Exhibit "4.2-1" attached hereto and made a part hereof. The passenger elevators shall satisfy, at a minimum, the specifications set forth on

Exhibit "4.2-2" attached hereto and made a part hereof. Tenant's use of the passenger elevators shall be in common with other occupants of the Building. Landlord shall not have the right to reprogram the passenger elevators so that they serve floors in the Building other than the twenty-first (21st) through twenty-ninth (29th) floors or reduce, other than to a de minimis extent, the level of service provided by the passenger elevators (but in no event below the level of service set forth on Exhibit "4.2-2" attached hereto), provided, however, that if, after the date hereof, a portion of the Premises is leased to Bloomberg (by virtue of a Recapture Termination or otherwise), then, subject to the provisions of the immediately following sentence, Landlord shall have the right to reprogram the passenger elevators so that they serve Bloomberg's main elevator lobby located on the sixth (6 ^th ) floor of the Building. Solely during the period of time that Tenant meets the Minimum Demise Requirement, Tenant shall have the right to require Landlord to program one passenger elevator to service exclusively (and not any other floors in the Building) the ground floor and the portion of the Premises located on the twenty-seventh (27 ^th ) and twenty-eighth (28 ^th ) floors of the Building (the " Exclusive Elevator "). Tenant shall have the use of the passenger elevators that service the Premises at all times, except that during Overtime Periods, Landlord have the right to have only two (2) passenger elevator in service to serve the Premises. Tenant shall use the passenger elevators only for purposes of transporting persons to and from the Premises. If (x) the Exclusive Elevator is in use pursuant to this Section 4.2, (y) Landlord recaptures two (2) or more full floors of the Premises, and (z) Tenant meets the Minimum Demise Requirement, then, at Tenant's option, Landlord shall either (i) reprogram the Exclusive Elevator to serve all of the twenty-first (21 ^st ) through twenty-ninth (29 ^th ) floors, or (ii) reprogram two (2) of the four (4) passenger elevators to serve floors twenty-one (21) through twenty-six (26) and floor twenty-nine (29) (it being understood that if all of the events as described in clauses (x), (y) and (z) occur, then Tenant must select one of the two options described in clause (i) and clause (ii) above).

4.3.

Freight Elevator Service.

(A) Subject to the terms of Article 10 hereof and this Section 4.3, Landlord shall provide Tenant with freight elevator service for the Premises using the Building Systems therefor. From and after the Commencement Date, such freight elevator service shall be provided by the freight elevator depicted on Exhibit "4.3" attached hereto and made a part hereof, in addition to the freight elevator in the Building's loading dock located at the grade level in the Building and the appurtenant truck elevator. Tenant's use of the freight elevators shall be in common with other occupants of the Building and shall be on a first-come, first served basis (i.e., no advance scheduling), subject to Tenant's right to use the freight elevators on a reserved basis during Overtime Periods. Landlord shall have the right to prescribe reasonable rules from time to time regarding the rights of the occupants in the Building (including, without limitation, Tenant) to use the freight elevators (governing, for example, the responsibility of occupants of the Building to reserve freight elevator use in advance, particularly for Overtime Periods). Tenant shall use the freight elevators in accordance with applicable Requirements. Subject to Section 4.3(B) hereof, if Tenant uses the freight elevator during Overtime Periods, then Tenant shall pay to Landlord, as additional rent, an amount calculated at the reasonable hourly rates that Landlord charges from time to time therefor, within thirty (30) days after Landlord's giving to Tenant an invoice therefor.

(B) Landlord and Tenant acknowledge and agree that two (2) freight elevators are required to bring freight in and out of the Premises: (i) the freight elevator located at the loading dock of the Building (the " Initial Freight Car "); and (ii) the freight elevator located on lower level 3 of the Building (the " Secondary Freight Car "; the Initial Freight Car and the Secondary Freight Car being referred to herein collectively as the "freight elevators"). The hourly charge for each of the freight elevators used during Overtime Periods is an amount equal to the product of (x) one hundred forty-five percent (145%), and (y) the hourly cost of a Local 32 B-J elevator operator in effect from time to time (the " 32 B-J Hourly Rate "). As of the date of this Lease, the 32B-J Hourly Rate is Fifty-Five Dollars ($55), which, when multiplied by one hundred forty-five percent (145%), results in an hourly charge for each freight elevator used during Overtime Periods of Seventy-Nine Dollars and 75/100 Cents ($79.75). Landlord shall have the right to charge Tenant for a particular minimum number of hours of usage of the freight elevator during Overtime Periods to the extent that the applicable union contract or service contract requires Landlord to engage the necessary personnel (including, without limitation, a freight elevator operator and loading dock attendant) for such minimum number of overtime hours (which minimum number of hours as of the date hereof is four (4)). If (x) Tenant requests Landlord to provide Tenant with freight elevator service during Overtime Periods as provided in this Section 4.3, and (y) another tenant in the Building also uses, or other tenants in the Building also use, the applicable freight elevators during such Overtime Period, then Landlord shall allocate equitably the charges described in this Section 4.3 among Tenant and such other tenant or tenants (taking into account the differences in the costs to Tenant as provided in this Section 4.3(B) hereof and the charges to such other tenant or tenants).

(C) Tenant acknowledges that the labor unions involved in the construction of the Building may require Landlord through the date such unions are no longer actively working in the Building to operate the freight elevators in the Building using union labor personnel (" Construction Union Personnel ") other than Local 32 B-J, which is the labor union that currently operates such freight elevators following the completion of Building construction. If the Construction Union Personnel are operating the freight elevators during Business Hours, then, if Tenant uses the freight elevators for construction during Business Hours, Tenant shall pay to Landlord the excess of the hourly rates paid by Landlord for the Construction Union Personnel over the 32 B-J Hourly Rate, in each case without any markup. If (i) Tenant uses the freight elevators during Overtime Periods, and (ii) Construction Union Personnel operate the freight elevators at such time, then Tenant shall pay, subject to Section 4.3(D) hereof, the hourly rates paid by Landlord to the applicable union for the Construction Union Personnel during such Overtime Periods, without any markup, in lieu of the rates set forth in Section 4.3(B) hereof (it being agreed that Landlord shall still have the right to charge Tenant for a minimum number of hours, as aforesaid, to the extent required by the union contract of the union employing the Construction Union Personnel).

(D) Tenant shall not be required to pay for the first two hundred (200) hours of freight elevator use during Overtime Periods solely in connection with Tenant's use of the freight elevators for its Initial Alterations and Tenant's initial move into the Premises (it being understood that if Tenant uses the Initial Freight Car and the Secondary Freight Car, then Tenant shall be charged for two (2) hours of freight elevator use); provided, however, that if Construction Union Personnel are operating the freight elevators during any such Overtime Periods, then Tenant shall pay the excess of the hourly rates actually paid by Landlord to the

applicable union for the Construction Union Personnel over the 32 B-J Hourly Rate, in each case without any markup. Tenant shall nonetheless use reasonable efforts to schedule and use the freight elevators during non-Overtime Periods in connection with the performance of its Initial Alterations in an effort to minimize the number of hours of freight elevator use during Overtime Periods that would otherwise be required.

(E) Subject to Section 4.15 hereof, Tenant, at Tenant's cost and expense, shall have the right to provide Tenant's own security guard to monitor Tenant's activity solely in the freight elevators and in the aforesaid loading dock and truck elevator areas, it being expressly agreed that any such security guard shall in no event be permitted to operate a freight elevator.

4.4.

Heat, Ventilation and Air-Conditioning.

(A) Subject to the terms of Article 10 hereof and this Section 4.4, Landlord shall operate the HVAC System to provide HVAC at the perimeter of the Premises that satisfies, at a minimum, the specifications set forth on Exhibit "4.4" attached hereto and made a part hereof. Landlord shall not be required to make any installations in the Premises to distribute HVAC within the Premises. Landlord shall have no liability to Tenant if Landlord cannot meet the HVAC specifications set forth on Exhibit "4.4" attached hereto if such failure is caused by virtue of Tenant's failure to keep closed the curtains, blinds, shades or screens that Tenant installs on the windows of the Premises in accordance with the terms hereof to the extent reasonably necessary to reduce the interference of direct sunlight with the operation of the HVAC System.

(B) Landlord shall operate the HVAC Systems at all times during Building Hours without additional charge to Tenant. Landlord shall operate the HVAC System for Tenant's benefit during Overtime Periods if Tenant so advises Landlord not later than 02:00 pm of the Business Day immediately preceding the day on which Tenant requires HVAC during Overtime Periods (it being agreed that Landlord intends to provide to Tenant, at no additional charge, software for use on Tenant's computer system, which enables Tenant to order from its computer system such HVAC during Overtime Periods and to order and monitor certain other services provided in the Building). If Landlord so provides HVAC to the Premises during Overtime Periods (as so requested by Tenant), then Tenant shall pay to Landlord, as additional rent, an amount calculated at the hourly rate of Twenty-Five Dollars and No Cents ($25.00) for all or any floors for which Tenant orders HVAC during Overtime Periods (i.e., not a per floor charge), which amount shall be adjusted on January 1st of each calendar year occurring during the Term commencing on January 1, 2006 to equal an amount equal to the product obtained by multiplying (I) Twenty-Five Dollars ($25), by (II) a fraction, the numerator of which is the Consumer Price Index for November of the immediately preceding calendar year, and the denominator of which is the Consumer Price Index on the date hereof, within thirty (30) days after Landlord gives to Tenant an invoice therefor. If (i) Tenant requests HVAC during a particular Overtime Period, and (ii) such HVAC is automatically provided to other leaseable areas in the Building by virtue of the HVAC zoning in the Building, then the aforesaid charge for HVAC shall be appropriately prorated between Tenant and any occupant or occupants of such leaseable area who also ordered HVAC during such Overtime Period (or any portion thereof).

4.5.

Cleaning.

(A) Subject to the terms of Article 10 hereof and this Section 4.5, Landlord shall cause the Premises to be cleaned substantially in accordance with the standards set forth in Exhibit "4.5" attached hereto and made a part hereof. Landlord shall not be required to clean the portions of the Premises (if any) that Tenant uses for the storage, preparation, service or consumption of food or beverages. Tenant shall pay to Landlord, as additional rent, the actual costs paid by Landlord to a third party in removing from the Building any of Tenant's refuse and rubbish to the extent exceeding the amount of refuse and rubbish usually generated by a tenant that uses the Premises for ordinary office purposes. Tenant shall make such payments to Landlord not later than the thirtieth (30th) day after the date that Landlord gives to Tenant an invoice therefor from time to time, which invoice shall have annexed thereto documentation that reasonably substantiates the charges set forth thereon. If the cleaning specifications set forth on Exhibit "4.5" attached hereto are not consistently and materially met by Landlord's cleaning contractor, then Landlord, upon Tenant's request therefor from time to time, shall cause its Building management personnel to meet with Tenant in an effort to develop a solution so that the cleaning specifications are thereafter consistently and materially met.

(B) Tenant, at Tenant's expense, shall exterminate the portions of the Premises that Tenant uses for the storage, preparation, service or consumption of food against infestation by insects and vermin regularly and, in addition, whenever there is evidence of infestation. Tenant shall engage Persons to perform such exterminating that are approved by Landlord, which approval Landlord shall not unreasonably withhold, condition or delay. Tenant shall cause such Persons to perform such exterminating in a manner that is reasonably satisfactory to Landlord.

(C) Tenant, at Tenant's expense, shall clean daily all portions of the Premises used for the storage, preparation, service or consumption of food or beverages. Tenant shall not have the right to perform any cleaning services in the Premises using any contractor other than the cleaning contractor that Landlord has engaged from time to time to perform cleaning services in the Building for Landlord; provided, however, that (x) Landlord shall not have the right to require Tenant to use such cleaning contractor unless the rates that such cleaning contractor agrees to charge Tenant for such additional cleaning services are competitive with the amounts charged by other cleaning companies that provide services to comparable buildings for comparable services, and (z) subject to Section 4.15 hereof, Tenant shall have the right to use Tenant's own employees for such additional cleaning services. If such cleaning contractor does not agree to charge Tenant for such additional cleaning services at competitive rates as aforesaid, then Tenant may employ to perform such additional cleaning services another cleaning contractor that Landlord approves, which approval Landlord shall not unreasonably withhold, condition or delay. Subject to Section 4.15 hereof, Landlord and Tenant shall cooperate with one another in ensuring that the cleaning performed by any cleaning contractor selected by Tenant in accordance with this Section 4.5, does not result in labor disharmony with Landlord's cleaning contractor.

(D) Landlord consents to Tenant using no more than four (4) Tenant employees (or four (4) employees of Tenant's facilities manager) to perform certain services in the Premises for Tenant's senior executives, which services shall be limited to setting up offices

and conference rooms for meetings and the cleaning of same, stocking pantries, serving beverages, and other similar and related services, as long as the provision of such services does not result in any labor disharmony. Tenant agrees that it shall be required to use Local 32 B-J personnel employed by Landlord's cleaning contractor to perform certain handyman type services in the Premises, such as hanging pictures, performing minor carpentry repair work, etc., which services shall be ordered and paid for by Tenant. Landlord shall use reasonable efforts to ensure that Tenant's needs with respect to such services are promptly met taking into account the needs of other occupants of the Building at any given time. If Tenant's needs for handyman services in the Premises are such that Tenant requires a dedicated person or persons, then Tenant can hire one or more of the Local 32 B-J personnel employed by Landlord's cleaning contractor. Landlord shall assist Tenant in selecting any such union personnel and shall perform any testing and background checks to the full extent that is permitted by Local 32 B-J's then current union contract.

(E) Tenant's cleaning contractors that meet the requirements of this Article 4 shall be permitted without charge to use the janitorial closets located on each floor of the Premises and the passenger and freight elevators in the Building (but may not use the freight elevators during Overtime Periods). Landlord shall use reasonable efforts to cause any cleaning contractor that cleans the Premises (other than cleaning contractors selected by Tenant) to keep the entry doors to the Premises locked when such contractor is cleaning the Premises and to turn off the lights in each portion of the Premises when such contractor has finished cleaning such portion of the Premises (to the extent that the lights in the Premises do not automatically shut-off).

(F) Tenant shall comply with any refuse disposal program (including, without limitation, any waste recycling program) that Landlord imposes reasonably upon not less than twenty (20) days of prior written notice from Landlord to Tenant or that is required by Requirements.

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

4.6.

Water.

Landlord shall provide to the lavatories located in the portion of the Premises that is within the core of the Building hot and cold water only for ordinary drinking, cleaning and lavatory purposes at no additional charge to Tenant. Landlord shall also provide, through the Building Systems and a copper supply line that is two (2) inches in diameter, cold water at one (1) connection point at the perimeter of the Premises on each floor of the Building for use by Tenant for its cold water needs outside of the core of the Building (at no additional charge to Tenant) and for use in any cafeteria in the Premises constructed by Tenant (which may be metered pursuant to this Section 4.6 and paid for by Tenant). Landlord shall not be required to make any installations in the Premises to distribute water within the Premises. Tenant, at Tenant's cost and expense and subject to there then being sufficient capacity that will not otherwise adversely affect the other occupants of the twenty-ninth (29 ^th ) floor of the Building,

shall have the right to tap-in to the water heaters to the extent located in the Premises solely for use in Tenant's private restrooms (it being agreed that any such tap-in shall be deemed an Alteration that shall be governed in accordance with Article 7 hereof). Nothing contained in this Section 4.6 limits the provisions of Article 10 hereof. Landlord, at Tenant's cost and expense, shall have the right to install a meter to measure Tenant's consumption of water used by Tenant for any cafeteria in the Premises at Landlord's cost without any markup. Tenant, at Tenant's cost and expense, shall maintain and repair any such meter. Tenant shall pay at Landlord's cost without any markup for water provided to any such cafeteria as measured by such meter, as additional rent hereunder, on or prior to thirty (30) days after Landlord's rendition of a statement therefor (which statements shall not be given to Tenant more frequently than monthly and shall have annexed thereto documentation that reasonably substantiates the charges set forth thereon).