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Lease Agreement

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1114 6TH AVENUE CO LLC | 1114 6th Avenue Holdings LLC | ADVENT SOFTWARE, INC | Brookfield Properties Management LLC, Three World Financial

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Title: LEASE
Governing Law: New York Date: 10/6/2009
Industry: Computer Services Law Firm: Cadwalader Wickersham Sector: Technology

Exhibit 10.1

LEASE

between

1114 6 TH AVENUE CO. LLC,

Landlord

and

ADVENT SOFTWARE, INC.,

Tenant

September 30, 2009

PREMISES:

1114 Avenue of the Americas
New York, New York
Entire 33 rd Floor

Table of Contents

		Page

ARTICLE 1	Term and Fixed Rent	1

ARTICLE 2	Delivery and Use of Premises	4

ARTICLE 3	Escalations	7

ARTICLE 4	Security	15

ARTICLE 5	Subordination, Notice to Superior Lessors and Mortgagees	18

ARTICLE 6	Quiet Enjoyment	20

ARTICLE 7	Assignment, Subletting and Mortgaging	20

ARTICLE 8	Compliance with Laws	31

ARTICLE 9	Insurance	33

ARTICLE 10	Rules and Regulations	35

ARTICLE 11	Alterations	36

ARTICLE 12	Landlord’s and Tenant’s Property	39

ARTICLE 13	Repairs and Maintenance	40

ARTICLE 14	Electricity	42

ARTICLE 15	Landlord’s Services	46

ARTICLE 16	Access and Name of Building; Signage	51

ARTICLE 17	Notice of Occurrences	54

ARTICLE 18	Non-Liability and Indemnification	54

ARTICLE 19	Damage or Destruction	55

ARTICLE 20	Eminent Domain	59

ARTICLE 21	Surrender	60

ARTICLE 22	Conditions of Limitation	61

ARTICLE 23	Reentry by Landlord	64

ARTICLE 24	Damages	65

Table of Contents

		Page
ARTICLE 25	Affirmative Waivers	67

ARTICLE 26	No Waivers	67

ARTICLE 27	Curing Tenant’s Defaults	68

ARTICLE 28	Broker	68

ARTICLE 29	Notices	69

ARTICLE 30	Estoppel Certificates	70

ARTICLE 31	Memorandum of Lease	71

ARTICLE 32	No Representations by Landlord	71

ARTICLE 33	Intentionally Omitted	71

ARTICLE 34	Holdover	71

ARTICLE 35	Miscellaneous Provisions and Definitions	72

ARTICLE 36	Renewal Option	79

ARTICLE 37	Offer Space Option	81

ARTICLE 38	Landlord’s Work Allowance	84

ARTICLE 39	Cancellation Option	86

ARTICLE 40	Roof Installations	87

EXHIBITS
EXHIBIT – A	Description of Land
EXHIBIT – B	Floor Plan
EXHIBIT – C	Landlord’s Work
EXHIBIT – C-1	Demolition Plan
EXHIBIT – D	Form of Letter of Credit
EXHIBIT – E	Rules and Regulations
EXHIBIT – F	Alteration Rules and Regulations
EXHIBIT – G	Cleaning Specifications
EXHIBIT – H	HVAC Specifications
EXHIBIT – I	Floor Plans of Offer Space
EXHIBIT – J	Form of Non-Disturbance Agreement

Index of Defined Terms

Definition		Section

AAA		3.03(e)(ii)
Acceptance Notice		37.01(c)
Actual Charge		14.04(a)
Additional Charges		1.04(b)
Affected Occupant		16.02(c)
Alterations		11.01
Anticipated Inclusion Date		37.01(b)
Arbiter		3.03(e)(ii)
Assignment Profit		7.14(b)
Available		37.01(a)
Bankruptcy Event		22.01
Baseball Arbitrators		36.01(d)(i)
Base Operating Amount		3.01(a)
Base Operating Year		3.01(b)
Base Rate		35.05(i)
Base Tax Amount		3.01(c)
Broker		28.01
Building		1.01
Business Days		15.01(b)
Business Hours		15.01(b)
Cancellation Date		39.01
Certified Public Accountant		3.03(e)(i)
Commencement Date		1.05
Commencement Date Notice		1.05
Condenser Water Rate		15.09(a)
Date of the Taking		20.01
Decorative Work		11.01
Embargoed Person		35.18
Escrow Agent		19.01(a)
Event of Default		22.02
Expiration Date		1.03
Fair Market Rent		36.01(b)
Fair Offer Rental		37.01(c)
Fixed Rent		1.04(a)
Force Majeure Causes		35.04(a)
GAAP		3.01(e)(B)
Hazardous Materials		8.04
Holder of a Mortgage		35.05(a)
HVAC		3.01(g)
Initial Charge		14.04(a)

Installations		40.01(a)
Insurance Requirements		35.05(b)
Interest Rate		35.05(i)
Issuing Bank		4.01
Issuing Bank Criteria		4.01
Land		1.01
Landlord	Introductory Paragraph,	35.05(d)
Landlord’s Contribution		38.01(a)
Landlord’s Determination		36.01(c)
Landlord’s Offer Determination		37.01(c)
Landlord’s Rate		14.02
Landlord’s Restoration Work		19.01(a)(i)
Landlord’s Statement		3.01(d)
Landlord’s Work		1.05
Legal Requirements		35.05(j)
Lender		5.04(a)
Letter of Credit		4.01
Life Safety Capital Expenditures		3.01(e)(A)(x)
LLC		7.02(A)
Material Alteration		11.01
Mortgage		35.05(a)
Mortgage Non-Disturbance Agreement		5.04(a)
Mortgagee		35.05(a)
Non-Disturbance Agreement		5.04(a)
Non-Renewal Notice		4.01(viii)
notices		29.01
Occupied Premises		16.02(c)
Offer Notice		37.01(b)
Offer Rent Notice		37.01(c)
Offer Space		37.01(a)
Offer Space Inclusion Date		37.01(d)
Offer Space Option		37.01(c)
Offer Space Outside Date		37.01(f)
Operating Expenses		3.01(e)(A)
Operating Payment		3.03(a)
Operating Year		3.01(f)
Outside Delivery Date		2.01(b)(ii)
Partnership Tenant		7.16
Permitted Occupants		7.17
Permitted Use		2.02
person		35.05(g)
Premises		1.02
Real Property		3.01(g)
Records		3.03(e)(i)
Renewal Notice		36.01(a)
Renewal Term		36.01(a)

Rent Commencement Date		1.05
Rent Notice		36.01(c)
Rules and Regulations		10.01
Security Deposit		4.01(iv)
Service Provider		15.10
Specified Restoration Work		19.01(b)
Sublease Profit		7.14(c)
Successor Landlord		5.03
Superior Lease		5.01
Superior Lessor		5.01
Superior Mortgage		5.01
Superior Mortgagee		5.01
Target Date		2.01(b)(ii)
Tax Payment		3.02(a)
Tax Year		3.01(i)
Taxes		3.01(h)
Tenant	Introductory Paragraph,	35.05(c)
Tenant Affiliate		7.02(B)
Tenant Successor		7.02(B)
Tenant’s Costs		7.14(d)
Tenant’s Determination		36.01(c)
Tenant’s Notice		36.01(c)
Tenant’s Minimum Offer Determination		37.01(c)
Tenant’s Notice of Cancellation		39.01(i)
Tenant’s Operating Share		3.01(j)
Tenant’s Options		35.17
Tenant’s Plans		11.02(a)
Tenant’s Property		12.02
Tenant’s Property Removal Obligation		19.01(b)
Tenant’s Rent Notice		37.01(c)
Tenant’s Restoration Work		19.01(a)(ii)
Tenant’s Statement		3.02(e)(ii)
Tenant’s Tax Share		3.01(k)
Tenant’s Work		38.01(a)
Termination Notice		2.01(b)(ii)
Work Notice		2.01(b)(ii)

LEASE, dated as of September 30, 2009, between 1114 6 TH AVENUE CO. LLC, a Delaware limited liability company, having an office at c/o Brookfield Properties Management LLC, Three World Financial Center, 200 Vesey Street, New York, New York 10281-1021 (“ Landlord ”) and ADVENT SOFTWARE, INC., a Delaware corporation, having an office at 600 Townsend Street, San Francisco, California 94103 (“ Tenant ”). Landlord and Tenant do hereby covenant and agree as follows:

ARTICLE 1

Term and Fixed Rent

1.01 Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, upon and subject to the terms, covenants, provisions and conditions of this Lease, the premises described in Section 1.02 in the building (“ Building ”) known as 1114 Avenue of the Americas, in the City, County and State of New York. The Building is located on a portion of the land (“ Land ”) described in Exhibit A annexed hereto and made a part hereof.

1.02 The premises (“ Premises ”) leased to Tenant are the entire 33 rd floor of the Building, substantially as shown hatched on the floor plan attached hereto as Exhibit B and made a part hereof. Landlord and Tenant hereby covenant and agree that the Premises shall be deemed to contain 31,286 rentable square feet. Landlord hereby grants to Tenant the non-exclusive right to use, in common with others, the public areas of the Building to the extent required for access to the Premises or use of the Premises for general, administrative and executive offices, including, without limitation, common hallways on the floor on which the Premises are located, stairways, restrooms on the floor on which the Premises are located, and the Building lobby, subject to the terms, covenants, provisions and conditions of this Lease.

1.03 The term of this Lease (a) shall commence on the Commencement Date (as defined in Section 1.05 hereof) and (b) shall end at 11:59 p.m. on the last day of the month in which occurs the day immediately preceding the 15 th anniversary of the Rent Commencement Date (as defined in Section 1.05 hereof) (the “ Expiration Date ”), or on such earlier date upon which the term of this Lease shall expire or be canceled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law.

1.04 The rents shall be and consist of:

(a) fixed rent (“ Fixed Rent ”) at the rate of:

(i) Two Million Two Thousand Three Hundred Four and 00/100 ($2,002,304) Dollars per annum ($166,858.67 per month) from the Commencement Date through and including the day immediately preceding the tenth (10 th ) anniversary of the Rent Commencement Date; and

(ii) Two Million One Hundred Fifty Eight Thousand Seven Hundred Thirty Four and 00/100 ($2,158,734) Dollars per annum ($179,894.50 per month) from the tenth (10 th ) anniversary of the Rent Commencement Date through and including the Expiration Date.

Fixed Rent shall be payable in equal monthly installments in advance on the first day of each and every calendar month during the term from and after the Rent Commencement Date, and

(b) additional rent (“ Additional Charges ”) consisting of Tax Payments (hereinafter defined), Operating Payments (hereinafter defined), charges for electricity furnished to Tenant and all other sums of money as shall become due from and payable by Tenant to Landlord hereunder;

(c) Notwithstanding anything to the contrary contained herein, provided that Tenant is not then in monetary default hereunder beyond applicable notice and cure periods, Tenant shall not be obligated to pay Fixed Rent or make any Tax Payments by reason of any increase in Taxes over the Base Tax Amount for the period from the Commencement Date through the day immediately preceding the Rent Commencement Date. Tenant shall continue to pay all Additional Charges (except as otherwise set forth in the preceding sentence), applicable for each of the forgoing months;

all to be paid in lawful money of the United States to Landlord at its office, or such other place, or to Landlord’s agent and at such other place, as Landlord shall designate by notice to Tenant.

1.05 The “ Commencement Date ” shall be the date which is the earlier to occur of: (i) the date on which Landlord tenders delivery of the Premises to Tenant with the work to be performed by Landlord to prepare the Premises for Tenant’s occupancy as described on Exhibit C attached hereto (“ Landlord’s Work ”) substantially completed, or (ii) the date Tenant or anyone claiming under or through Tenant, first occupies the Premises, or any part thereof, for the performance of Tenant’s Work, if any, or for any other purpose. Landlord shall fix the Commencement Date and shall give Tenant written notice (the “ Commencement Date Notice ”) of the date so fixed. Tenant shall conclusively be deemed to have agreed with Landlord’s determination of the Commencement Date as set forth in the Commencement Date Notice unless within ten (10) Business Days (as hereinafter defined) after the giving of the Commencement Date Notice, Tenant shall deliver a notice to Landlord specifying with reasonable detail the reasons why Tenant asserts that the occurrence of the Commencement Date has not occurred. Pending the resolution of such dispute, the parties shall operate based upon Landlord’s determination that the Commencement Date has occurred, without prejudice to Tenant’s position. If it is resolved that the Commencement Date was not the date so fixed by Landlord, any payments of rent paid by Tenant to Landlord for periods prior to the proper Commencement Date or Rent Commencement Date, as applicable, shall be credited by Landlord against amounts first due under this Lease. Tenant shall, upon the demand of Landlord, execute, acknowledge and deliver to Landlord an instrument in form reasonably satisfactory to Landlord confirming the Commencement Date, the Rent Commencement Date and the Expiration Date of this Lease; provided, however , that Tenant’s failure to execute, acknowledge and deliver such instrument shall not affect in any manner whatsoever the validity of the Commencement Date. The “ Rent Commencement Date ” shall be July 1, 2010, subject to adjustment pursuant to Section 2.01(b) below.

1.06 Tenant covenants and agrees to pay Fixed Rent and Additional Charges promptly when due without notice or demand therefor and without any abatement, deduction or setoff for any reason whatsoever, except as may be expressly provided in this Lease. Fixed Rent

2 and Additional Charges shall be paid by good and sufficient check (subject to collection) or, at Tenant’s option, by wire transfer or other Electronic Funds Transfer pursuant to instructions delivered by Landlord to Tenant upon Tenant’s request.

1.07 If the Commencement Date, Rent Commencement Date or the Expiration Date occurs on a day other than the first day of a calendar month (in the case of the Commencement Date or Rent Commencement Date) or the last day of a calendar month (in the case of the Expiration Date), the Fixed Rent and Additional Charges for the partial calendar month in which the Commencement Date or Rent Commencement Date, or the Expiration Date, as applicable, occurs shall be prorated. The Fixed Rent for any partial calendar month in which the Rent Commencement Date occurs shall be paid on the Rent Commencement Date.

1.08 No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Fixed Rent or Additional Charges shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy in this Lease or at law provided.

1.09 Any apportionments or prorations of Fixed Rent or Additional Charges to be made under this Lease shall be computed on the basis of a 360-day year (based on twelve (12) months of thirty (30) days each).

1.10 If any of the Fixed Rent or Additional Charges payable under the terms and provisions of this Lease shall be or become uncollectible, reduced or required to be refunded because of any act or law enacted by a governmental authority, Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant) as Landlord may reasonably request and as may be legally permissible to permit Landlord to collect the maximum rents which from time to time during the continuance of such legal rent restriction may be legally permissible (but not in excess of the amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction, (a) the Fixed Rent and/or Additional Charges shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (b) Tenant shall pay to Landlord promptly upon being billed, to the maximum extent legally permissible, an amount equal to (i) the Fixed Rent and/or Additional Charges which would have been paid pursuant to this Lease but for such legal rent restriction less (ii) the rents paid by Tenant during the period such legal rent restriction was in effect.

1.11 Additional Charges shall be deemed to be rent and Tenant’s failure to pay Additional Charges shall be considered a failure to pay Fixed Rent hereunder and Landlord shall be entitled to all rights and remedies provided herein or by law for a default in the payment of Additional Charges as for a default in the payment of Fixed Rent (notwithstanding the fact that Tenant may not then also be in default in the payment of Fixed Rent).

1.12 Upon the Rent Commencement Date, and upon each of the first, second, third and fourth anniversaries of the Rent Commencement Date, Tenant shall receive a credit in the amount of $156,430.00 to be applied, in each case, against the next installment of Fixed Rent then due hereunder.

3

ARTICLE 2

Delivery and Use of Premises

2.01 (a) Except as expressly provided to the contrary in this Section 2.01(a) , Tenant shall accept the Premises “as is” on the Commencement Date and Landlord shall not thereafter be required to perform any work, install any fixtures or equipment or render any services to make the Building or the Premises ready or suitable for Tenant’s use or occupancy. Landlord shall perform Landlord’s Work in a good and workmanlike manner, in compliance with laws and in the manner and subject to the provisions of Exhibit C attached hereto and made a part hereof. Landlord’s Work shall be deemed to have been substantially completed even though minor punch list details or adjustments may not then be completed, subject to Landlord’s obligation to complete such punch list items in a timely manner. The taking of possession of the Premises by Tenant for the performance of Alterations or for any other reason whatsoever shall be deemed an acceptance of the Premises and substantial completion by Landlord of Landlord’s Work, provided that nothing contained herein shall relieve Landlord of its obligation to complete Landlord’s Work or to correct any defects therein.

(b) (i) If for any reason whatsoever, Landlord shall be unable to deliver possession of the Premises on any estimated Commencement Date, then notwithstanding anything to the contrary hereinbefore contained, the term of this Lease shall commence on, and the Commencement Date shall be, the date on which Landlord is able to so deliver possession of the Premises with Landlord’s Work substantially completed. Landlord shall not be subject to any liability for failure to give possession on the date Landlord’s Work is substantially completed and the validity of this Lease shall not be impaired under such circumstances, nor the same be construed in any way to extend the term of this Lease. Tenant hereby waives any right to rescind this Lease under the provisions of Section 223(a) of the Real Property Law of the State of New York, and agrees that the provisions of this Article are intended to constitute “an express provision to the contrary” within the meaning of said Section 223(a).

(ii) Notwithstanding anything to the contrary contained herein: (A) if the Commencement Date has not occurred for any reason whatsoever on or before the later of (x) December 1, 2009 and (y) the sixtieth (60 th ) day after the date this Lease shall have been executed and delivered by Tenant to Landlord (such later date, the “ Target Date ”), then the Rent Commencement Date shall be extended beyond July 1, 2010 by one (1) day for each day after the Target Date on which the Commencement Date fails to occur; (B) if the Commencement Date has not occurred for any reason whatsoever on or before February 1, 2010 (as such date may be extended by one (1) day for each day of delay in the substantial completion of Landlord’s Work due to Force Majeure Causes, the “ Secondary Target Date ”), then the Rent Commencement Date shall be further extended by two (2) days for each day after the Secondary Target Date on which the Commencement Date fails to occur; and (C) if the Commencement Date has not occurred for any reason whatsoever on or before the date that is the later of (I) March 31, 2010, and (II) the one hundred eightieth (180 th ) day after the date this Lease shall have been executed and unconditionally delivered by Tenant to Landlord (such later date, the “ Outside Delivery Date ”), then Tenant may terminate this Lease upon twenty (20) days written notice to Landlord (“ Termination Notice ”), which notice must be given, if at all, within ten (10) Business Days after the Outside Delivery Date (time being of the essence), whereupon any monies

4 previously paid by Tenant to Landlord shall be reimbursed to Tenant (provided that substantial completion of Landlord’s Work does not occur within such twenty (20) day period following the giving of such Termination Notice, in which case such notice shall be null and void and of no force or effect). If this Lease is not terminated by Tenant as set forth in Section 2.01(b)(ii)(C) , Tenant shall have the right, but not the obligation, upon thirty (30) days written notice to Landlord (“ Work Notice ”), to substantially complete Landlord’s Work and to demand reimbursement by Landlord of the cost thereof (provided that if substantial completion of Landlord’s Work shall occur within the thirty (30) day period following the giving of the Work Notice, then such notice shall be null and void and of no force or effect). If Tenant shall have given the Work Notice to Landlord, then as of the date such notice shall be deemed to have been given, the extension of the Rent Commencement Date referred to in clause (B) above, shall cease from further accruing. Tenant hereby acknowledges and agrees that the remedies set forth in this Section 2.01(b)(ii) shall be Tenant’s sole and exclusive remedies if the Commencement Date shall not have occurred on or before the Target Date, the Outside Delivery Date or the Secondary Target Date, as applicable, and that Landlord shall have no other liability to Tenant for failure of the Commencement Date to occur. Landlord and Tenant hereby agree that any dispute as to either the status of substantial completion of Landlord’s Work or any reimbursement claimed by Tenant for work performed hereunder (or the amount thereof), shall be subject to determination by expedited arbitration pursuant to the terms of Section 35.07(b) of this Lease.

(c) Notwithstanding anything to the contrary contained in Sections 1.05 and 2.01(b) above, in the event that the Commencement Date is delayed by reason of delays caused or occasioned by the negligence or willful misconduct of Tenant, or Tenant’s failure to respond to Landlord’s inquiry, or Tenant’s interference with Landlord’s Work, or a breach of this Lease by Tenant, Tenant (in addition to paying the costs and damages Landlord may sustain by reason thereof) agrees that at Landlord’s option, the term of this Lease and Tenant’s obligations shall commence on the date that this Lease would have commenced had the Commencement Date not been so delayed by Tenant, or that at Landlord’s option, such delays (if the same have been caused by a breach of this Lease by Tenant) shall constitute a default on the part of Tenant (subject to the applicable notice and cure periods) and shall entitle Landlord to exercise all rights and remedies provided for in this Lease in the event of such default hereunder.

2.02 Tenant shall use and occupy the Premises for general, administrative and executive offices (including, without limitation, software research and development) and such ancillary uses as shall be reasonably required in connection therewith (the “ Permitted Use ”), which uses shall be consistent with a first class, midtown Manhattan office building, and for no other purpose.

2.03 If any governmental license or permit (other than a Certificate of Occupancy for the entire Building) shall be required for the proper and lawful conduct of Tenant’s business in the Premises or any part thereof, Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection. Tenant shall at all times comply with the terms and conditions of each such license or permit. Additionally, should Alterations (hereinafter defined) or Tenant’s use of the Premises for other than general, administrative and executive offices require any modification or amendment of any Certificate of Occupancy for the Building, Tenant shall, at its expense, take all actions reasonably requested by Landlord in order to procure any such modification or amendment and

shall reimburse Landlord (as Additional Charges) for all reasonable costs and expenses Landlord incurs in effecting said modifications or amendments. The foregoing provisions are not intended to be deemed Landlord’s consent to any Alterations or to a use of the Premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any Certificate of Occupancy.

2.04 Tenant shall not at any time use or occupy the Premises or the Building, or suffer or permit anyone to use or occupy the Premises, or do anything in the Premises or the Building, or suffer or permit anything to be done in, brought into or kept on the Premises, which in any manner (a) violates the Certificate of Occupancy for the Premises or for the Building; (b) causes or is liable to cause injury to the Premises or the Building or any equipment, facilities or systems therein; (c) constitutes a violation of Legal Requirements or Insurance Requirements (as such terms are hereinafter defined), provided such Insurance Requirements do not prohibit the use of the Premises for the purposes permitted under Section 2.02 hereof; (d) impairs or tends to impair the character, reputation or appearance of the Building as a first-class office building; (e) impairs or tends to impair the proper and economic maintenance, operation and repair of the Building and/or its equipment, facilities or systems; (f) annoys or inconveniences or tends to annoy or inconvenience other tenants or occupants of the Building; (g) constitutes a nuisance, public or private; (h) makes unobtainable from reputable insurance companies authorized to do business in New York State all-risk property insurance, or liability, elevator, boiler or other insurance at standard rates required to be furnished by Landlord under the terms of any mortgages covering the Premises; or (i) discharges objectionable fumes, vapors or odors into the Building’s flues or vents or otherwise.

2.05 Tenant shall not use, or suffer or permit anyone to use, the Premises or any part thereof, for (a) a banking, trust company, or safe deposit business, (b) a savings bank, a savings and loan association, or a loan company operating an “off the street” business to the general public at the Premises, (c) the sale of travelers’ checks and/or foreign exchange, (d) a retail stock brokerage office (as opposed to an executive office for a retail stock brokerage company), (e) a restaurant and/or bar and/or the sale of confectionery and/or soda and/or beverages and/or sandwiches and/or ice cream and/or baked goods (except if expressly provided otherwise elsewhere in this Lease), (f) the business of photographic reproductions and/or offset printing (except that Tenant and its permitted assignees, subtenants and occupants may use part of the Premises for photographic reproductions and/or offset printing in connection with, either directly or indirectly, its own business and/or activities), (g) an employment or travel agency, (h) a school or classroom, (i) medical or psychiatric offices, (j) conduct of an auction, (k) gambling activities or (l) the conduct of obscene, pornographic or similar disreputable activities. Further, the Premises may not be used by (i) an agency, department or bureau of the United States Government, any state or municipality within the United States or any foreign government, or any political subdivision of any of them; (ii) any charitable, religious, union or other not-for-profit organization; or (iii) any tax exempt entity within the meaning of Section 168(j)(4)(A) of the Internal Revenue Code of 1986, as amended, or any successor or substitute statute, or rule or regulation applicable thereto (as same may be amended), except that the Tenant named in this Lease may permit a tax exempt entity that such Tenant controls to use a portion of the Premises so long as such Tenant is in occupancy of a majority of the balance of the Premises.

ARTICLE 3

Escalations

3.01 The terms defined below shall for the purposes of this Lease have the meanings herein specified:

(a) “ Base Operating Amount ” shall mean the Operating Expenses for the Base Operating Year.

(b) “ Base Operating Year ” shall mean the calendar year commencing on January 1, 2010.

(c) “ Base Tax Amount ” shall mean the Taxes, as finally determined, for the Tax Year commencing on July 1, 2010.

(d) “ Landlord’s Statement ” shall mean an instrument or instruments setting forth the Operating Payment (hereinafter defined) payable by Tenant for a specified Operating Year pursuant to this Article 3 .

(e) (A) “ Operating Expenses ” shall mean all expenses paid or incurred by Landlord and Landlord’s affiliates and/or on their behalf in respect of the repair, maintenance, operation, security and/or replacements (as permitted under clause (xi) hereof) of the Real Property (hereinafter defined), including, without limitation, (i) salaries, wages, medical, surgical, insurance (including, without limitation, group life and disability insurance) of employees of Landlord or Landlord’s affiliates, union and general welfare benefits, pension benefits, severance and sick day payments, and other fringe benefits of employees of Landlord and Landlord’s affiliates and their respective contractors engaged in such repair, maintenance, operation and/or security; (ii) payroll taxes, worker’s compensation, uniforms and related expenses (whether direct or indirect) for such employees; (iii) the cost of fuel, gas, steam, electricity, heat, ventilation, air conditioning, chilled and condenser water, water, sewer and other utilities, together with any taxes and surcharges on, and fees paid in connection with the calculation and billing of such utilities; (iv) the cost of painting and/or decorating all areas of the Real Property, excluding, however, any space contained therein which is demised or to be demised to tenant(s); (v) the cost of casualty, liability, fidelity, rent and all other insurance regarding the Real Property and/or any property on, below or above the Real Property, and the repair, maintenance, operation and/or security thereof; (vi) the cost of all supplies, tools, materials and equipment, whether by purchase or rental, used in the repair, maintenance, operation and/or security of the Real Property, and any sales and other taxes thereon; (vii) the rental value of the Landlord’s Building office utilized by the personnel of either Landlord or Landlord’s affiliates, in connection with the repair, maintenance, operation and/or security thereof, and all Building office expenses, such as telephone, utility, stationery and similar expenses incurred in connection therewith; (viii) the cost of cleaning, janitorial and security services, including, without limitation, glass cleaning, snow and ice removal and garbage and waste collection and/or disposal; (ix) the cost of all interior and exterior landscaping and all temporary exhibitions located at or within the Real Property; (x) the amortized cost of capital improvements made or installed after the expiration of the Base Operating Year which are

(a) performed primarily to reduce Operating Expenses (but then not to exceed the intended reduction), (b) required to comply with any Legal Requirements that are enacted or take effect after the date of this Lease, (c) required to comply with any Insurance Requirements that are enacted or take effect after the date of this Lease, or (d) made for any emergency, life safety, security or property protection systems (collectively, “ Life Safety Capital Expenditures ”), the cost of any such capital improvements made or installed pursuant to this clause (x) to be amortized by Landlord on a straight-line basis over the shorter of: (I) the useful life of such capital improvement as reasonably determined by Landlord and (II) fifteen (15) years; (xi) the cost of repairs made in connection with repairs of cables, fans, pumps, boilers, cooling equipment, wiring and electrical fixtures and metering, control and distribution equipment, component parts of the HVAC (as hereinafter defined), electrical, plumbing, elevator and any life or property protection systems (including, without limitation, sprinkler systems), window washing equipment and snow removal equipment, and replacements thereof which are, in Landlord’s reasonable judgment, economically prudent to make in lieu of repairs to the replaced item and not made for the purpose of enhancing the value of the Building (although the fact that the Building is enhanced shall not preclude inclusion as an Operating Expense), provided that any such costs that are capital expenditures in accordance with GAAP (as hereinafter defined) shall only be included in any Operating Year to the extent of the amount of the annual amortization thereof calculated on a straight-line basis over the useful life of such item determined in accordance with GAAP, together with interest thereon at two percent (2%) in excess of the then current Base Rate per annum; (xii) management fees not exceeding two and one-half (2-1/2%) percent of gross revenues derived from the Building; (xiii) all reasonable costs and expenses of legal, bookkeeping, accounting and other professional services incurred in connection with the operation, and management of the Real Property except as hereinafter excluded; (xiv) fees, dues and other contributions paid by or on behalf of Landlord or Landlord’s affiliates to civic or other real estate organizations provided same do not exceed the level customarily paid by owners of first-class office buildings in Midtown Manhattan comparable to the Building; and (xv) all other fees, costs, charges and expenses properly allocable to the repair, maintenance, operation and/or security of the Real Property, in accordance with then prevailing customs and practices of the real estate industry in the Borough of Manhattan, City of New York. The term “ Operating Expenses ”, as used and defined under this Section 3.01(e) , shall not, however, include the following items: (1) depreciation and amortization and other capital expenditures (except as provided above in clauses (x) and (xi) of this subsection); (2) ground rents and interest on and amortization of debts (and costs and charges incurred in connection with such financings); (3) the cost of tenant improvements made for tenant(s) of the Building or allowances in lieu thereof; (4) brokerage commissions; (5) financing or refinancing costs; (6) the cost of any work or services performed for any tenant(s) of the Building (including Tenant), whether at the expense of Landlord or Landlord’s affiliates or such tenant(s), to the extent that such work or services are in excess of the work or services which Landlord or Landlord’s affiliates are required to furnish Tenant under this Lease, at the expense of Landlord or Landlord’s affiliates; (7) the cost of any electricity consumed in the Premises or any other space in the Building demised to tenant(s); (8) Taxes; (9) salaries and fringe benefits for officers, employees and executives above the grade of Building Manager; (10) amounts received by Landlord through the proceeds of insurance or condemnation or from a tenant (other than pursuant to an escalation provision similar to this Article 3 ) or otherwise to the extent such amounts are compensation for sums previously included in Operating Expenses for such

8 Operating Year or any prior Operating Year; (11) costs of repairs or replacements incurred by reason of fire or other casualty or condemnation except that in connection therewith any amount equal to the deductibles under Landlord’s insurance policies (or in the event Landlord shall not carry insurance, an amount of deductibles customarily carried by landlords of first-class office buildings comparable to the Building) may be included within Operating Expenses; (12) advertising and promotional expenditures; (13) legal, accounting and other professional fees incurred in connection with (i) negotiations or disputes by Landlord, its affiliates or partners with lenders, superior lessors or tenants, or the filing of a petition in bankruptcy by or against Landlord or its affiliates; (14) any expenditure paid to any corporation or entity related to or affiliated with Landlord or the principals of Landlord to the extent such expenditure exceeds the amount which would be paid in the absence of such relationship; (15) the cost of any service furnished to tenants of the Building (including Tenant) to the extent that such cost is separately reimbursed to Landlord (other than through the Operating Payments or comparable payments pursuant to escalation-type provisions similar to the provisions of this Article 3 ); (16) cost of works of art of the quality and nature of “fine art” rather than decorative art work customarily found in first-class office buildings which are similar to the Building; (17) costs incurred in connection with the maintenance, repair, operation or leasing of the parking garage in the Building, except that Landlord may include in Operating Expenses (to the extent otherwise includable) the cost of any repairs to portions of the Building, Building systems and facilities and equipment that is physically located in the garage but which serves the Building generally; (18) costs of capital improvements made by Landlord in renovating the ground floor lobby of the Building (except for any capital improvements incurred by Landlord as part of such renovations or in connection therewith which are Life Safety Capital Expenditures, such as the installation of security turnstiles, it being agreed that Life Safety Capital Expenditures may be included in Operating Expenses); and (19) costs incurred in connection with the abatement of Hazardous Materials defined as such on the date of this Lease.

(B) No item of expense shall be counted more than once either as an inclusion in or an exclusion from Operating Expenses, and any expense which should be allocated, in accordance with generally accepted accounting principles (“ GAAP ”), between the Land and the Building, on the one hand, and any other property owned by Landlord or an affiliate of Landlord, on the other hand, shall be properly allocated in accordance therewith.

(f) “ Operating Year ” shall mean each calendar year in which occurs any part of the term of this Lease following the end of the Base Operating Year.

(g) “ Real Property ” shall mean, collectively, the Building (together with all personal property located therein and all fixtures, facilities, machinery and equipment used in the operation thereof, including, but not limited to, all cables, fans, pumps, boilers, heating, ventilation and air-cooling (“ HVAC ”) equipment, wiring and electrical fixtures and metering, control and distribution equipment, component parts of the HVAC system, electrical, plumbing, elevator and any life or property protection systems (including, without limitation, sprinkler systems, window washing equipment and snow removal equipment), the Land, any property beneath the Land, the curbs, sidewalks and plazas on and/or immediately adjoining the Land, and all easements, air rights, development rights and other appurtenances to the Building or the Land or both the Land and the Building.

(h) “ Taxes ” shall mean (A) the real estate taxes, vault taxes, assessments and special assessments, and business improvement district or similar charges levied, assessed or imposed upon or with respect to the Real Property, by any federal, state, municipal or other governments or governmental bodies or authorities, and (B) all taxes assessed or imposed with respect to the rentals payable hereunder other than general income and gross receipts taxes. If at any time during the term of this Lease the methods of taxation prevailing on the date hereof shall be altered so that in lieu of, or as an addition to or as a substitute for, the whole or any part of such real estate taxes, assessments and special assessments now imposed on real estate, there shall be levied, assessed or imposed (x) a tax, assessment, levy, imposition, license fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom, or (y) any other such additional or substitute tax, assessment, levy, imposition, fee or charge, then all such taxes, assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be deemed to be included within the term “Taxes” for the purposes hereof. The term “Taxes” shall, notwithstanding anything to the contrary contained herein, exclude any net income, franchise or “value added” tax, inheritance tax or estate tax imposed or constituting a lien upon Landlord or all or any part of the Land or Building, except to the extent that any of the foregoing are hereafter assessed against owners or lessors of real property in their capacity as such (as opposed to any such taxes which are of general applicability). If a special assessment payable in installments is levied against the Real Property, Taxes for any year shall include only the installment of such assessment, and any interest payable or paid during such year, as if such assessment were paid over the longest possible term.

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

(j) “ Tenant’s Operating Share ” shall mean 2.114%, which is the fraction, expressed as a percentage, the numerator of which is the number of rentable square feet in the Premises and the denominator of which is the number of rentable square feet in the Building (excluding the retail space on the ground floor).

(k) “ Tenant’s Tax Share ” shall mean 2.009%, which is the fraction, expressed as a percentage, the numerator of which is the number of rentable square feet in the Premises and the denominator of which is the number of rentable square feet in the Building (excluding storage space (if any)).

3.02 (a) If Taxes payable for any Tax Year, any part of which shall occur during the term of this Lease, shall exceed the Base Tax Amount, Tenant shall pay to Landlord as Additional Charges for such Tax Year an amount (the “ Tax Payment ”) equal to Tenant’s Tax Share of the amount by which the Taxes for such Tax Year are greater than the Base Tax Amount. The Tax Payment for each Tax Year shall be due and payable in installments in the same manner that Taxes for such Tax Year are due and payable by Landlord to the City of New York. Tenant shall pay Tenant’s Tax Share of each such installment within ten (10) days after the rendering of a statement therefor by Landlord to Tenant, which statement may be rendered by Landlord so as to require Tenant’s Tax Share of Taxes to be paid by Tenant thirty (30) days prior

10 to the date such Taxes first become due. The statement to be rendered by Landlord shall set forth in reasonable detail the computation of Tenant’s Tax Share of the particular installment(s) being billed (and, upon written request from Tenant, Landlord shall provide Tenant with a copy of the tax bill from the taxing authorities relevant to the computation of Tenant’s Tax Payment). If there shall be any increase in the Taxes for any Tax Year, whether during or after such Tax Year, or if there shall be any decrease in the Taxes for any Tax Year, the Tax Payment for such Tax Year shall be appropriately adjusted and paid or refunded, as the case may be, in accordance herewith; in no event, however, shall Taxes be reduced below the Base Tax Amount. If during the term of this Lease, Taxes are required to be paid (either to the appropriate taxing authorities or as tax escrow payments to a superior mortgagee) in full or in monthly, quarterly, or other installments, on any other date or dates than as presently required, then at Landlord’s option, Tenant’s Tax Payments shall be correspondingly accelerated or revised so that said Tenant’s Tax Payments are due at least thirty (30) days prior to the date payments are due to the taxing authorities or such superior mortgagee.

(b) If Landlord shall receive a refund of Taxes for any Tax Year, Landlord shall either pay to Tenant, or credit against subsequent Fixed Rent and Additional Charges under this Lease, Tenant’s Tax Share of the net refund (after deducting from such total refund the costs and expenses, including, but not limited to, appraisal, accounting and legal fees of obtaining the same, to the extent that such costs and expenses were not theretofore collected from Tenant for such Tax Year) and Landlord shall notify Tenant of the amount of such credit if Landlord elects to permit Tenant such credit; provided , however , such payment or credit to Tenant shall in no event exceed Tenant’s Tax Payment paid for such Tax Year.

(c) Nothing contained in this Lease shall obligate Landlord to bring any application or proceeding seeking a reduction in Taxes or assessed valuation. Tenant, for itself and its immediate and remote subtenants and successors in interest hereunder, hereby waives, to the extent permitted by law, any right Tenant may now or in the future have to protest or contest any Taxes or to bring any application or proceeding seeking a reduction in Taxes or assessed valuation or otherwise challenging the determination thereof.

(d) The benefit of any discount for the early payment or prepayment of Taxes shall accrue solely to the benefit of Landlord and such discount shall not be subtracted from Taxes.

(e) In respect of any Tax Year which begins prior to the Commencement Date or terminates after the Expiration Date, the Tax Payment in respect of each such Tax Year or tax refund pursuant to subdivision (b) above therefor shall be prorated to correspond to that portion of such Tax Year occurring within the term of this Lease.

(f) If the Taxes comprising the Base Tax Amount are reduced as a result of an appropriate proceeding or otherwise, the Taxes as so reduced shall, for all purposes be deemed to be the Taxes for the Base Tax Amount and Landlord shall give notice to Tenant of the amount by which the Tax Payments previously made were less than the Tax Payments required to be made under this Article 3 , and Tenant shall pay the amount of the deficiency within twenty (20) days after demand therefor.

11 (g) Tenant shall pay to Landlord within thirty (30) days after being billed therefor, Tenant’s Tax Share of any expenses incurred by Landlord in contesting any items comprising Taxes and/or the assessed value of the Real Property.

3.03 (a) For each Operating Year, subsequent to the Base Operating Year, any part of which shall occur during the term of this Lease, Tenant shall pay an amount (“ Operating Payment ”) equal to the sum of Tenant’s Operating Share of the amount by which the Operating Expenses for such Operating Year exceed the Operating Expenses for the Base Operating Year.

(b) If during the Base Operating Year or any Operating Year (i) any rentable space in the Building shall be vacant or unoccupied, and/or (ii) the tenant or occupant of any space in the Building undertook to perform work or services therein in lieu of having Landlord (or Landlord’s affiliates) perform the same and the cost thereof would have been included in Operating Expenses, then, in any such event(s), the Operating Expenses for such period shall be reasonably adjusted to reflect the Operating Expenses that would have been incurred if such space had been occupied or if Landlord (or Landlord’s affiliates) had performed such work or services, as the case may be.

(c) Landlord may furnish to Tenant, prior to the commencement of each Operating Year a written statement setting forth in reasonable detail Landlord’s reasonable estimate of the Operating Payment for such Operating Year. Tenant shall pay to Landlord on the first day of each month during the Operating Year in which the Operating Payment will be due, an amount equal to one-twelfth (1/12th) of Landlord’s reasonable estimate of the Operating Payment for such Operating Year. If, however, Landlord shall not furnish any such estimate for an Operating Year or if Landlord shall furnish any such estimate for an Operating Year subsequent to the commencement thereof, then (i) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Article 3 in respect of the last month of the preceding Operating Year; (ii) after such estimate is furnished to Tenant, Landlord shall give notice to Tenant stating whether the installments of the Operating Payment previously made for such Operating Year were greater or less than the installments of the Operating Payment to be made for the Operating Year in which the Operating Payment will be due in accordance with such estimate, and (A) if there shall be a deficiency, Tenant shall pay the amount thereof within thirty (30) days after demand therefor, or (B) if there shall have been an overpayment, Landlord shall within thirty (30) days of such notice refund to Tenant the amount thereof; and (iii) on the first day of the month following the month in which such estimate is furnished to Tenant and monthly thereafter throughout the remainder of such Operating Year Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of the Operating Payment shown on such estimate. Landlord may, during each Operating Year, furnish to Tenant a revised statement of Landlord’s reasonable estimate of the Operating Payment for such Operating Year, and in such case, the Operating Payment for such Operating Year shall be adjusted and paid or refunded or credited as the case may be, substantially in the same manner as provided in the preceding sentence.

(d) Landlord shall furnish to Tenant a Landlord’s Statement for each Operating Year (and shall endeavor to do so within one hundred eighty (180) days after the end

12 of each Operating Year). Such statement shall set forth in reasonable detail the Operating Expenses for such Operating Year. If the Landlord’s Statement shall show that the sums paid by Tenant, if any, under Section 3.03(c) exceeded the Operating Payment to be paid by Tenant for the Operating Year for which such Landlord’s Statement is furnished, Landlord shall refund to Tenant the amount of such excess; and if the Landlord’s Statement for such Operating Year shall show that the sums so paid by Tenant were less than the Operating Payment to be paid by Tenant for such Operating Year, Tenant shall pay the amount of such deficiency within thirty (30) days after demand therefor.

(e) (i) Tenant, upon reasonable notice given within one hundred fifty (150) days of the receipt of such Landlord’s Statement, may elect to have Tenant’s designated (in such notice) Certified Public Accountant (as hereinafter defined), which Certified Public Accountant is not being compensated by Tenant, in whole or in part, on a contingency basis, examine such of Landlord’s books and records (collectively, “ Records ”) as are directly relevant to the Landlord’s Statement in question, together with reasonable supporting data therefor. As used in this Section 3.03(e)(i) “ Certified Public Accountant ” shall mean either (x) an independent certified public accounting firm comprised of at least fifteen (15) certified public accountants or (y) an employee of Tenant who is a certified public accountant. In making such examination, Tenant agrees, and shall cause its designated Certified Public Accountant to agree, to keep confidential (x) any and all information contained in such Records and (y) the circumstances and details pertaining to such examination and any dispute or settlement between Landlord and Tenant arising out of such examination, except as may be required (A) by applicable Legal Requirements or (B) by a court of competent jurisdiction or arbitrator or in connection with any action or proceeding before a court of competent jurisdiction or arbitrator, or (C) to Tenant’s attorneys, accountants and other professionals in connection with any dispute between Landlord and Tenant; and Tenant will confirm and cause its Certified Public Accountant to confirm such agreement in a separate written agreement, if requested by Landlord. If Tenant shall not give such notice within such one hundred fifty (150) day period, then the Landlord’s Statement as furnished by Landlord shall be conclusive and binding upon Tenant.

(ii) In the event that Tenant, after having given Landlord the notice described in Section 3.03(e)(i) and having been provided with access and opportunity to examine the Records (but in no event more than ninety (90) days from the later of the date of such notice or the date on which the Records are made available to Tenant), shall disagree with the Landlord’s Statement, then Tenant may send a written notice (“ Tenant’s Statement ”) to Landlord of such disagreement, specifying in reasonable detail the basis for Tenant’s disagreement and the amount of the Operating Payment Tenant claims is due. If Tenant fails to send Tenant’s Statement to Landlord within such ninety (90) day period, then Tenant shall be deemed to have withdrawn the notice referred to in subsection (e)(i) above and Landlord’s Statement shall be conclusive and binding upon Tenant. Landlord and Tenant shall attempt to adjust such disagreement. If they are unable to do so within thirty (30) days, and provided that the amount of the Operating Payment Tenant claims is due is substantially different from the amount of the Operating Payment Landlord claims is due, Landlord and Tenant shall designate a certified public accountant (the “ Arbiter ”) whose determination made in accordance with this Section 3.03(e)(ii) shall be binding upon the parties; it being understood that if the amount of the Operating Payment Tenant claims is due is not substantially different from the amount of the Operating Payment Landlord claims is due, then Tenant shall have no right to protest such

amount and shall pay the amount that Landlord claims is due to the extent not theretofore paid. If the determination of Arbiter shall substantially confirm the determination of Landlord, then Tenant shall pay the cost of the Arbiter. If the Arbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbiter shall be borne equally by Landlord and Tenant. The Arbiter shall be a member of an independent certified public accounting firm having at least three (3) accounting professionals and having at least five (5) years of experience in commercial real estate accounting. In the event that Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within thirty (30) days after receipt of notice from the other party requesting agreement as to the designation of the Arbiter, which notice shall contain the names and addresses of two or more certified public accountants who are acceptable to the party sending such notice (any one of whom, if acceptable to the party receiving such notice as shall be evidenced by notice given by the receiving party to the other party within such thirty (30) day period, shall be the agreed upon Arbiter), then either party shall have the right to request the American Arbitration Association (the “ AAA ”) (or any organization which is the successor thereto) to designate as the Arbiter a certified public accountant whose determination made in accordance with this Section 3.03(e)(ii) shall be conclusive and binding upon the parties, and the cost charged by the AAA (or any organization which is the successor thereto), for designating such Arbiter, shall be shared equally by Landlord and Tenant. Landlord and Tenant hereby agree that any determination made by an Arbiter designated pursuant to this Section 3.03(e)(ii) shall not exceed the amount(s) as determined to be due in the first instance by Landlord’s Statement, nor shall such determination be less than the amount(s) claimed to be due by Tenant in Tenant’s Statement, and that any determination which does not comply with the foregoing shall be null and void and not binding on the parties. In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease, including the immediately preceding sentence. Notwithstanding the foregoing provisions of this Section, Tenant, pending the resolution of any contest pursuant to the terms hereof, shall continue to pay all sums as determined to be due in the first instance by such Landlord’s Statement and upon the resolution of such contest, suitable adjustment shall be made in accordance therewith with appropriate refund to be made by Landlord to Tenant (or credit allowed Tenant against Fixed Rent and Additional Charges becoming due) if required thereby. (The term “substantially”, as used in the third and fifth sentences of this 3.03(e)(ii), shall mean a variance of more than four percent (4%) and, as used in the fourth sentence of this Section 3.03(e)(ii) , shall mean a variance of four percent (4%) or less).

3.04 (a) In any case provided in this Article 3 in which Tenant is entitled to a refund, Landlord may, in lieu of allowing such refund, credit against the next due installments of Fixed Rent and Additional Charges any amounts to which Tenant shall be entitled. Nothing in this Article 3 shall be construed so as to result in a decrease in the Fixed Rent hereunder. If this Lease shall expire before any such credit shall have been fully applied, then ( provided Tenant is not in default hereunder beyond any applicable notice and grace periods) Landlord shall refund to Tenant the unapplied balance of such credit.

(b) Subject to the last sentence of Section 3.05 hereof, the expiration or termination of this Lease during any Tax Year or Operating Year (for any part or all of which there is a Tax Payment or Operating Payment under this Article 3 ) shall not affect the rights or obligations of the parties hereto respecting such payment with respect to the period prior to the

expiration or earlier termination of this Lease and any Landlord’s Statement or tax bill, as the case may be, relating to such payment may be sent to Tenant subsequent to, and all such rights and obligations shall survive, any such expiration or termination. Any payments due under such Landlord’s Statement or tax bill, as the case may be, shall be payable within thirty (30) days after such statement or bill is sent to Tenant.

(c) The parties agree that the computations under this Article 3 are intended to constitute a formula for agreed rental escalation and may or may not constitute an actual reimbursement to Landlord for Taxes and other costs and expenses paid by Landlord with respect to the Real Property.

3.05 Landlord’s failure to render or delay in rendering a Landlord’s Statement with respect to any Operating Year or any component of the Operating Payment shall not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect to any such Operating Year or any such component, nor shall the rendering of a Landlord’s Statement for any Operating Year prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for such Operating Year. Landlord’s failure to render or delay in rendering a bill with respect to any installment of Taxes shall not prejudice Landlord’s right to thereafter render such a bill for such installment, nor shall the rendering of a bill for any installment prejudice Landlord’s right to thereafter render a corrected bill for such installment. Notwithstanding anything to the contrary contained in this Lease, if Landlord shall fail to furnish (x) a Landlord’s Statement for Operating Expenses (or a correction thereof) to Tenant within five (5) years after the end of an Operating Year, or (y) a bill for Taxes (or a corrected bill for Taxes) to Tenant for any Tax Year on or before the date which is eighteen (18) months after the Expiration Date of this Lease (or eighteen (18) months after such later date as the information required to calculate such bill for Taxes is reasonably available to Landlord, or if later, eighteen (18) months after the date of final settlement with the taxing authority for Taxes for a Tax Year); then, in the case of such failure set forth in clause (x), Landlord shall be deemed to have waived the payment of any then unpaid Additional Charges which would have been due pursuant to said Landlord’s Statement (or corrected Landlord’s Statement) for such Operating Year, and in the case of such failure set forth in clause (y), Landlord shall deemed to have waived the payment of any then unpaid Additional Charges which would have been due pursuant to said bill for Taxes (or corrected bill for Taxes).

ARTICLE 4

Security

4.01 Subject to Section 4.06 below, on or before 5:00 p.m. EDT on October 15, 2009 (with time being of the essence), Tenant shall deliver to Landlord as security for the full and faithful performance and observance by Tenant of Tenant’s covenants and obligations under this Lease a clean, irrevocable, transferable and unconditional letter of credit (the “ Letter of Credit ”) issued by and drawn upon a commercial bank approved by Landlord (the “ Issuing Bank ”), which Letter of Credit shall: (i) have a term of not less than one (1) year, (ii) be in the form attached to this Lease as Exhibit D or in such other form acceptable to Landlord, (iii) be for the account of Landlord, (iv) be in at least the amount of $922,936.98 (the “ Security Deposit ”), (v) except as otherwise provided in this Section 4.01 , conform and be subject to Uniform

15 Customs and Practice for Documentary Credits, International Chamber of Commerce, Publication No. 590, (vi) be fully transferable by Landlord without any fees or charges therefor, (vii) provide that Landlord shall be entitled to draw upon the Letter of Credit upon presentation to an office of the Issuing Bank in the Borough of Manhattan of a sight draft accompanied by the Letter of Credit and Landlord’s signed statement that Landlord is entitled to draw on the Letter of Credit pursuant to this Lease, (viii) provide that the Letter of Credit shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each year thereafter during the Term of this Lease, unless the Issuing Bank shall send notice (the “ Non-Renewal Notice ”) to Landlord by registered or certified mail, return receipt requested, not less than sixty (60) days next preceding the then expiration date of the Letter of Credit that the Issuing Bank elects not to renew such Letter of Credit, in which case Landlord shall have the right, by sight draft on an office of the Issuing Bank in the Borough of Manhattan, to receive the monies represented by the then existing Letter of Credit, and to hold and/or disburse such proceeds pursuant to the terms of this Article 4 , and (ix) with respect to the Letter of Credit applicable to the last year of the Term, shall have an expiration date of not earlier than sixty (60) days after the Expiration Date. The Issuing Bank shall have combined capital, surplus and undivided profits of at least $500 million, a financial strength rating of at least “B”, and a long-term bank deposit rating of at least “Aa”, as published by Moody’s Investors Services, Inc., or its successor (collectively, the “ Issuing Bank Criteria ”). If at any time during the Term, the Issuing Bank does not maintain the Issuing Bank Criteria, then Landlord may so notify Tenant and, unless Tenant delivers a replacement Letter of Credit from another commercial bank with an office located in New York City reasonably approved by Landlord meeting the Issuing Bank Criteria within forty-five (45) days after receipt of such notice, Landlord may draw the full amount of the Letter of Credit and hold the proceeds in a cash security deposit in accordance with this Article 4 .

4.02 If an Event of Default or a Bankruptcy Event has occurred, Landlord may, but shall not be required to, draw the entire amount or any portion of the Letter of Credit and use, apply or retain the whole or any part of such proceeds to the extent required for the payment of any Fixed Rent and Additional Charges or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend following such Event of Default or Bankruptcy Event, including, but not limited to, for any damages or deficiency in the re-letting of the Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord applies or retains any portion or all of the proceeds of the Letter of Credit, Tenant shall upon demand immediately restore the amount so applied or retained by delivering an additional or new Letter of Credit so that, at all times, the amount of the Security Deposit shall be not less than the amount set forth in Section 4.01 hereof, failing which Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent beyond the applicable grace period. Any balance of the proceeds of the Letter of Credit held by Landlord and not used, applied or retained by Landlord as above provided, and any remaining Letter(s) of Credit, shall be returned to Tenant within thirty (30) days after the Expiration Date and after delivery of possession of the entire Premises to Landlord in accordance with the terms of this Lease, except to the extent of any uncured default.

4.03 In the event of any sale, transfer or leasing of Landlord’s interest in the Building whether or not in connection with a sale, transfer or leasing of the Land to a vendee, transferee or lessee, Landlord shall transfer the Letter(s) of Credit or any portion(s) thereof to

16 which Tenant is entitled, to the vendee, transferee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof, and Tenant shall look solely to the new landlord for the return or payment of the same. The provisions of the preceding sentence shall apply to every subsequent sale, transfer or leasing of the Building, and any successor of Landlord may, upon a sale, transfer, leasing or other cessation of the interest of such successor in the Building, whether in whole or in part, pay over any unapplied part of said security to any vendee, transferee or lessee of the Building and shall thereupon be relieved of all liability with respect thereto. Except in connection with a permitted assignment of this Lease, Tenant shall not assign or encumber or attempt to assign or encumber the Letter(s) of Credit deposited herein as security or any interest thereon to which Tenant is entitled, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. In any event, in the absence of evidence reasonably satisfactory to Landlord of an assignment of the right to receive the Security Deposit, or the remaining balance thereof, Landlord may return the Letter(s) of Credit to the original Tenant regardless of one or more assignments of this Lease.

4.04 If a Bankruptcy Event has occurred, the Letter(s) of Credit shall be deemed to be applicable to the payment of the Fixed Rent and Additional Charges due to Landlord for periods prior to the institution of such proceedings, and the balance, if any, may be retained by Landlord in partial satisfaction of Landlord’s damages, to the extent thereof.

4.05 Provided that no Bankruptcy Event or default shall have occurred and be continuing, at any time on or after the fifth (5 th ) anniversary of the Rent Commencement Date, Tenant may reduce the Security Deposit to the amount of $461,468.49. In no event shall the Security Deposit be further reduced to an amount below $461,468.49. Such reduction shall be effected either by Tenant exchanging a replacement Letter of Credit meeting the requirements of this Article 4 in the reduced amount for the existing Letter of Credit, or by the Issuing Bank delivering an amendment to the Letter of Credit reducing the amount thereof (but which does not otherwise amend or modify same), which Landlord shall promptly countersign or authorize in writing if required by the Issuing Bank.

4.06 (A) Notwithstanding anything to the contrary contained in this Lease, in lieu of delivering a Letter of Credit as required pursuant to this Article 4 , Tenant may on or before 5:00 p.m. EDT on October 15, 2009 (with time being of the essence), deliver the Security Deposit to Landlord in cash by official bank check or certified check or by wire transfer of immediately available funds. Any such cash Security Deposit shall be deposited in a segregated interest bearing account in a bank selected by Landlord, and any interest earned on such Security Deposit, less a one percent (1%) per annum administrative fee which shall be retained by Landlord, shall be added to the Security Deposit on Tenant’s behalf. In the event that Tenant shall fail to deliver the Letter of Credit or cash Security Deposit to Landlord as required pursuant to this Article 4 on or before 5:00 p.m. EDT on October 15, 2009 (with time being of the essence), Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent beyond the applicable grace period.

(B) In the event that Tenant shall deliver the Security Deposit to Landlord in cash pursuant to Section 4.06(A) , Tenant shall replace the same with a Letter of Credit meeting the requirements of this Article 4 on or before 5:00 p.m. EST on November 16,

17 2009 (with time being of the essence), failing which Landlord shall have the same rights and remedies as for the non-payment of Fixed Rent beyond the applicable grace period.

ARTICLE 5

Subordination, Notice to Superior Lessors and Mortgagees

5.01 This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground leases, overriding leases and underlying leases of the Land and/or the Building and/or that portion of the Building of which the Premises are a part, now or hereafter existing and to all Mortgages which may now or hereafter affect the Land and/or the Building and/or that portion of the Building of which the Premises are a part and/or any of such leases, whether or not such Mortgages shall also cover other lands and/or buildings and/or leases, to each and every advance made or hereafter to be made under such Mortgages, and to all renewals, modifications, replacements and extensions of such leases and such Mortgages and spreaders and consolidations of such Mortgages. This Section 5.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the Holder of any such Mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is, at the time referred to, subject and subordinate is a “ Superior Lease ” and the lessor of a Superior Lease or its successor in interest, at the time referred to, is a “ Superior Lessor ”; and any Mortgage to which this Lease is, at the time referred to, subject and subordinate is a “ Superior Mortgage ” and the holder of a Superior Mortgage is a “ Superior Mortgagee .”

5.02 If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right (a) until it has given written notice of such act or omission to Landlord and each Superior Mortgagee and each Superior Lessor whose name and address shall previously have been furnished to Tenant, and (b) until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Mortgage or Superior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this Lease or otherwise, after similar notice, to effect such remedy), provided such Superior Mortgagee or Superior Lessor shall with due diligence give Tenant notice of intention to, and commence and continue to, remedy such act or omission.

5.03 If any Superior Lessor or Superior Mortgagee, or any designee of any Superior Lessor or Superior Mortgagee, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“ Successor Landlord ”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment.

18 5.04 (a) (i) As of the date of this Lease, the sole existing Superior Mortgage is held by Bank of America, National Association, as successor by merger to LaSalle Bank National Association, as Trustee in trust for J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Trough Certificates, Series 2004-CIBC9 (“ Lender ”). Annexed as Exhibit J is Lender’s customary form of non-disturbance agreement (the “ Non-Disturbance Agreement ”). If Tenant wishes to make revisions to such Non-Disturbance Agreement, Tenant shall promptly negotiate in good faith commercially reasonable revisions thereto (the “ Mortgage Non-Disturbance Agreement ”). Promptly following such negotiation, if any, Tenant shall execute, have acknowledged and deliver the Mortgage Non-Disturbance Agreement to Landlord, and upon receipt thereof, Landlord shall promptly (x) execute and acknowledge the same, (y) forward such agreement to Lender for its further execution and acknowledgement, and (z) deliver one fully executed and acknowledged original Mortgage Non-Disturbance Agreement to Tenant.

(ii) If Landlord shall fail to deliver to Tenant, within forty-five (45) days after the date of Tenant’s execution and delivery of this Lease to Landlord (time being of the essence with respect to such delivery date), the fully executed and acknowledged Mortgage Non-Disturbance Agreement (i.e., with the commercially reasonable revisions required by Tenant), then, within the five (5) Business Day period immediately after the expiration of such forty-five (45) day period, Tenant may either (I) terminate this Lease upon written notice given to Landlord or (II) execute, acknowledge and deliver to Landlord Lender’s customary form of Non-Disturbance Agreement annexed as Exhibit J hereto (time being of the essence with respect to Tenant’s exercise of Tenant’s rights set forth in subsections (I) and (II) hereof). In the event that Tenant shall timely exercise its right to terminate this Lease set forth in subsection (I) hereof, this Lease shall terminate effective as of the date such notice is given by Tenant to Landlord; provided, however , that if Tenant shall not have timely exercised its right to terminate this Lease in accordance with this Section 5.04(a)(ii), then Tenant’s right to terminate this Lease shall be void and of no force or effect. If Tenant shall not have exercised its right to terminate this Lease pursuant to subsection (I) hereof, and Tenant shall have executed, acknowledged and delivered to Landlord the Non-Disturbance Agreement in the form set forth as Exhibit J annexed hereto pursuant to subsection (II) hereof, then upon receipt of such Non-Disturbance Agreement, Landlord shall within ninety (90) days obtain and deliver to Tenant such Non-Disturbance Agreement executed by Landlord and Lender in recordable form. In the event of termination as set forth in subsection (I) hereof, any Fixed Rent and Security Deposit previously paid or delivered by Tenant to Landlord on account of the Premises shall be returned to Tenant within thirty (30) days after Tenant’s delivery of such termination notice. Tenant hereby acknowledges and agrees that such termination right (and the return of the first month’s Fixed Rent and the Security Deposit) and/or Tenant’s right to receive a Non-Disturbance Agreement in Lender’s customary form shall be Tenant’s sole and exclusive remedies if Landlord shall fail to deliver the Mortgage Non-Disturbance Agreement to Tenant pursuant to Section 5.04(a)(i) and that Landlord shall have no other liability to Tenant for such failure.

(b) Provided that there is not then outstanding an Event of Default or a Bankruptcy Event, and provided further that Tenant shall have executed and delivered to Landlord within ten (10) days after request, a Non-Disturbance Agreement having substantially the same content of Exhibit J in recordable form, subject to commercially reasonable changes requested by Tenant, Landlord shall cause any future Superior Mortgagee or Superior Lessor, as

a condition precedent to the subordination of this Lease to the Superior Mortgage or Superior Lease in question, to execute, acknowledge and deliver to Tenant such Non-Disturbance Agreement, and Landlord shall execute, acknowledge and deliver to Tenant the same. Notwithstanding the foregoing, Tenant hereby acknowledges and agrees that (x) the form of Non-Disturbance Agreement executed and delivered by Tenant pursuant to Section 5.04(a) hereof shall be deemed “commercially reasonable” and (y) Landlord’s failure to cause any future Superior Mortgagee or Superior Lessor to execute, acknowledge and deliver to Tenant such Non-Disturbance Agreement shall not constitute a default under this Lease.

5.05 If any Superior Mortgagee shall require any modification(s) of this Lease, Tenant shall, at Landlord’s request, promptly execute and deliver to Landlord such instruments effecting such modification(s) as Landlord shall require, provided that such modification(s) do not increase Fixed rent or any of Tenant’s other monetary obligations under this Lease, and provided further that such modification(s) do not (x) decrease any of Tenant’s rights under this Lease, or (y) increase any of Tenant’s non-monetary obligations under this Lease, in either (x) or (y) beyond a de minimis extent.

ARTICLE 6

Quiet Enjoyment

6.01 So long as Tenant pays all of the Fixed Rent and Additional Charges and observes and performs all of Tenant’s other obligations hereunder, Tenant shall peaceably and quietly have, hold and enjoy the Premises without hindrance, ejection or molestation by Landlord or any person lawfully claiming through or under Landlord, subject, nevertheless, to the provisions of this Lease and to Superior Leases and Superior Mortgages. This covenant shall be construed as a covenant running with the Land, and is not, nor shall it be construed as, a personal covenant of Landlord, except to the extent of Landlord’s interest in the Real Property and the sale and rental proceeds therefrom and only so long as such interest shall continue, and thereafter Landlord shall be relieved of all liability hereunder thereafter accruing and this covenant shall be binding only upon subsequent successors in interest of Landlord’s interest in this Lease, to the extent of their respective interests, as and when they shall acquire the same, and so long as they shall retain such interest.

ARTICLE 7

Assignment, Subletting and Mortgaging

7.01 Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (a) assign in whole or in part or otherwise transfer in whole or in part this Lease or the term and estate hereby granted, or advertise to do so, (b) sublet the Premises or any part thereof, or publicly offer or advertise in the media to do so (which shall not prohibit the listing of space with a licensed real estate broker and/or listing service in accordance with the terms of this Article 7 ), or allow the Premises or any part thereof to be used, occupied or utilized by anyone other than Tenant and Tenant Affiliates, (c) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Premises or any part thereof in any manner whatsoever or (d) permit the Premises or any part thereof to be occupied, or used for desk space, mailing

privileges or otherwise, by any person other than Tenant, without in each instance obtaining the prior written consent of Landlord.

7.02 (A) (1) If Tenant is a corporation, the provisions of subdivision (a) of Section 7.01 shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, except that (x) the transfer of the outstanding capital stock of Tenant by persons or parties through the “over the counter market” or through any recognized stock exchange, (other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) shall not be deemed an assignment of this Lease, and (y) the transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) of the Tenant named herein (or a Tenant Successor) shall not be deemed an assignment of this Lease, provided that the same shall be done for a valid business reason and not for the purpose of avoiding the restrictions on transfer, subletting and assignment contained in this Article 7 . The provisions of this Section 7.02(A)(1) shall not apply to subtenants.

(2) If Tenant is a partnership or joint venture or limited liability company (a “ LLC ”), said provisions shall apply with respect to a transfer (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of an interest in the distributions of profits and losses of such partnership, joint venture or LLC (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such partnership, joint venture or LLC, as if such transfer of an interest in the distributions of profits and losses of such partnership, joint venture or LLC which results in a change of control of such partnership, joint venture or LLC were an assignment of this Lease except that transfer thereof (however accomplished, whether in a single transaction or in a series of related transactions or in a series of unrelated transactions, if in the later case effected within any three (3) year period) of an interest (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) of the Tenant named herein (or a Tenant Successor) shall not be deemed an assignment of this Lease, provided that the same shall be done for a valid business reason and not for the purpose of avoiding the restrictions on transfer, subletting and assignment contained in this Article 7 . The provisions of this Section 7.02(A)(2) shall not apply to subtenants.

(B) Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent, sublet the Premises or assign the Lease to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant (each, a “ Tenant Affiliate ”), (b) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, or (c) a purchaser of substantially all of

Tenant’s assets (each successor or purchaser pursuant to clause (b) or (c) hereof, a “ Tenant Successor ”), provided that (i) in the case of (b) and (c) above, the Tenant Successor is a reputable entity of good character and has a net worth computed in accordance with GAAP at least equal to the net worth of Tenant immediately prior to such merger, consolidation, nonbankruptcy reorganization, government action, or transfer, and proof satisfactory to Landlord of such net worth shall have been delivered to Landlord no later than ten (10) days after the effective date of any such transaction, (ii) a duplicate original instrument of sublease or assignment in form and substance satisfactory to Landlord, duly executed by Tenant, shall have been delivered to Landlord, in the case of (b) and (c) above, no later than ten (10) days after the effective date of any such transaction, and in the case of (a) above, at least ten (10) days prior to the effective date of any such transaction), (iii) an instrument in form and substance reasonably satisfactory to Landlord, duly executed by the assignee, in which such assignee assumes (as of the Commencement Date) observance and performance of, and agrees to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant’s part to be performed and observed shall have been delivered to Landlord no later than (x) ten (10) days after the effective date of any such transaction (in the case of (b) and (c) above) or (y) ten (10) days prior to the effective date of any such transaction (in the case of (a) above), and (iv) such merger, consolidation or transfer shall be for a business purpose and not principally for the purpose of transferring this Lease. For purposes of this Section 7.02 , the term “ control ” shall mean, in the case of a corporation, ownership or voting control, directly or indirectly, of at least fifty percent (50%) of all the voting stock, and in case of a joint venture or partnership or similar entity, ownership, directly or indirectly, of at least fifty percent (50%) of all the general or other partnership (or similar) interests therein. Any agreement pursuant to which (x) Tenant is relieved from the obligation to pay to Landlord, or a third party agrees to pay to Landlord on Tenant’s behalf, all or a part of Fixed Rent or Additional Charges under this Lease, and/or (y) such third party undertakes or is granted any right to assign or attempt to assign this Lease or sublet or attempt to sublet all or any portion of the Premises, shall be deemed an assignment of this Lease and subject to the provisions of Section 7.01 . Furthermore, the provisions of Section 7.01 shall not be deemed to prohibit the simultaneous occupancy of the Premises by, or a subletting of all or a portion of the Premises to, a Tenant Affiliate, provided, however that (I) Landlord shall be given not less than ten (10) days prior written notice of any such sublease or occupancy arrangement accompanied by reasonable evidence of such affiliate relationship, and (II) in the event of the cessation of such affiliate relationship while such sublease or occupancy is continuing, such sublease or occupancy shall at the time of such cessation be deemed a transaction to which all of the terms of this Article 7 shall apply.

7.03 If this Lease be assigned, whether or not in violation of the provisions of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant, and expiration of Tenant’s time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord shall apply the net amount collected to the Fixed Rent and Additional Charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 7.01 , or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of Tenant’s obligations under this Lease. The consent by Landlord to a particular assignment, mortgaging, subletting or use or occupancy by others shall not in any way be considered a consent by Landlord to any other or further

assignment, mortgaging or subletting or use or occupancy by others not expressly permitted by this Article 7 . References in this Lease to subleases shall also include licensees.

7.04 Any assignment or transfer, whether made with Landlord’s consent pursuant to Sections 7.01 or 7.11 hereof or without Landlord’s consent pursuant to Section 7.02 hereof, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in Section 7.01 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Fixed Rent and/or Additional Charges by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Fixed Rent and Additional Charges and for the performance and observance of other obligations of this Lease on the part of Tenant to be performed or observed.

7.05 The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease.

7.06 The listing of any name other than that of Tenant, whether on the doors of the Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises, nor shall it be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of the Premises or to the use or occupancy thereof by others.

7.07 Notwithstanding anything to the contrary contained in this Article 7 , if Tenant shall at any time or times during the term of this Lease desire to assign this Lease or sublet all or part of the Premises, Tenant shall give notice thereof to Landlord, which notice shall set forth (i) in the case of a proposed subletting, the area proposed to be sublet, and, in the case of a proposed assignment such notice shall set forth Tenant’s intention to assign this Lease, (ii) the term of the proposed subletting including the proposed dates of the commencement and the expiration of the term of the proposed sublease or the effective date of the proposed assignment, as the case may be, (iii) the rents, work contributions, and all other material provisions that are proposed to be included in the transaction, (iv) in reasonable detail, the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (v) current financial information with respect to the proposed assignee or subtenant, including, without limitation, its most recent financial report and (vi) such other information as Landlord may reasonably request. Except for any assignment or sublease which does not require Landlord’s consent pursuant to Section 7.02 hereof and for any deemed assignment under Section 7.02(A) , such notice shall be deemed an irrevocable offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (a) sublease such

space from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of all or part of the Premises), (b) have this Lease assigned to it or its designee or terminate this Lease (if the proposed transaction is an assignment or a sublease of all or substantially all of the Premises or a sublease of a portion of the Premises which, when aggregated with other subleases then in effect, covers all or substantially all of the Premises), or (c) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of more than 5,000 rentable square feet of the Premises for a term of more than five (5) years). Said option may be exercised by Landlord by notice to Tenant at any time within thirty (30) days after such notice has been given by Tenant to Landlord and Landlord shall have received all other information required to be furnished to Landlord by Tenant pursuant to the provisions of this Article 7 ; and during such thirty (30) day period Tenant shall not assign this Lease or sublet such space to any person.

7.08 (a) If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet all or substantially all of the Premises, then this Lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the Fixed Rent and Additional Charges shall be paid and apportioned to such date.

(b) If Landlord exercises its option to have this Lease assigned to it (or its designee) in the case where Tenant desires either to assign this Lease or to sublet all or substantially all of the Premises, then Tenant shall assign this Lease to Landlord (or Landlord’s designee) by an assignment in form and substance reasonably satisfactory to Landlord. Such assignment shall be effective on the date the proposed assignment was to be effective or the date the proposed sublease was to commence, as the case may be. Tenant shall not be entitled to consideration or payment from Landlord (or Landlord’s designee) in connection with any such assignment (including, without limitation, payment of any portion of any profits realized by Landlord or Landlord’s designee in connection with any further assignment of this Lease or any sublease of the Premises or any portion thereof). If the proposed assignee or sublessee was to receive any consideration or concessions from Tenant in connection with the proposed assignment or sublease, then Tenant shall pay such consideration and/or grant any such concessions to Landlord (or Landlord’s designee) on the date Tenant assigns this Lease to Landlord (or Landlord’s designee).

7.09 If Landlord exercises its option to terminate this Lease with respect to the space covered by Tenant’s proposed sublease in any case where Tenant desires to sublet part of the Premises, then (a) this Lease shall end and expire with respect to such part of the Premises on the date that the proposed sublease was to commence; (b) from and after such date the Fixed Rent and Additional Charges shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises; and (c) Tenant shall pay to Landlord, upon demand, as Additional Charges hereunder the costs incurred by Landlord in physically separating such part of the Premises from the balance of the Premises and in complying with any Legal Requirements relating to such separation (unless by the terms of the proposed subletting, the proposed sublessee had agreed to undertake such work at its cost, in which case Landlord shall physically separate such part of the Premises from the balance of the Premises and comply with any Legal Requirements relating to such separation at Landlord’s cost).

7.10 If Landlord exercises its option to sublet the Premises or the portion(s) of the Premises which Tenant desires to sublet, such sublease to Landlord or its designee (as subtenant) shall be at the lower of (i) the rental rate per rentable square foot of Fixed Rent and Additional Charges then payable pursuant to this Lease or (ii) the rentals set forth in the proposed sublease, and shall be for the same term as that of the proposed subletting, and:

(a) The sublease shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Section;

(b) Such sublease shall be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Section;

(c) Such sublease shall give the sublessee the unqualified and unrestricted right to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such space, in each case without Tenant’s permission and without Tenant having any rights to receive additional payments in connection therewith (including, without limitation, payments of any portion of the subtenant’s profits in connection with any such assignment or sublease), and to make any and all changes, alterations, and improvements in the space covered by such sublease ( provided, however , that in the event of a sublease of less than all or substantially all of the remaining term of this Lease, Tenant may require that Landlord remove any such alterations at the expiration or earlier termination of such sublease and restore such space to its prior condition and configuration, provided further that by the terms of the proposed subletting by Tenant, the proposed sublessee had agreed to undertake such work at its cost);

(d) Such sublease shall provide that any assignee or further subtenant of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease, provided that such assignee or subtenant, at its expense, shall repair any damage and injury to such space so sublet caused by such removal and Tenant shall not, in any event, be obligated to remove any alterations, decorations and installations made by Landlord or its designee or any subtenant or assignee thereof ( provided, however , that in the event of a sublease of less than all or substantially all of the remaining term of this Lease, Tenant may require that Landlord remove any such alterations at the expiration or earlier termination of such sublease and restore such space to its prior condition and configuration, provided further that by the terms of the proposed subletting by Tenant, the proposed sublessee had agreed to undertake such work at its cost); and

(e) Such sublease shall also provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in

Landlord’s uncontrolled discretion, shall deem suitable or appropriate (provided that if Tenant shall remain an occupant of the floor on which such space shall be subleased, the permitted use of such space shall be consistent with the permitted uses of other leased space in the Building), (iii) Tenant, at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord or its designee, (iv) Landlord, at Tenant’s expense, may make such alterations as may be required or reasonably deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any Legal Requirements relating to such separation (unless by the terms of the proposed subletting by Tenant, the proposed sublessee had agreed to undertake such work at its cost, in which case Landlord shall physically separate such part of the Premises from the balance of the Premises and comply with any Legal Requirements relating to such separation at Landlord’s cost), and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the sublessee and Landlord to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition and subject to any restoration obligations hereunder. Performance by Landlord or its designee under such sublease shall be deemed performance by Tenant of a similar obligation under this Lease related to such space, and any default under any such sublease shall not give rise to a default under a similar obligation in this Lease, nor shall Tenant be liable for any default under this Lease or be deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the subtenant under such sublease or is occasioned by or arises from any act or omission of any occupant under or pursuant to any such sublease.

(f) The terms of Article 18 of this Lease shall be incorporated into such sublease between Tenant and Landlord as if fully set forth therein, except that reference to “Landlord” shall be deemed a reference to Tenant, as sublandlord, and the reference to “Tenant” shall be deemed a reference to Landlord, as subtenant.

7.11 In the event Landlord does not exercise its options pursuant to Section 7.07 to so sublet the Premises or terminate (in whole or in part) or have assigned to it or its designee this Lease and, provided that Tenant is not in default of any of Tenant’s obligations under this Lease after the giving of notice and the expiration of any applicable cure period, Landlord’s consent (which must be in writing and in form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld, provided and upon condition that:

(a) Tenant shall have complied with the provisions of Section 7.07 and Landlord shall not have exercised any of its options under said Section 7.07 within the time permitted therefor and Tenant shall have delivered to Landlord a duplicate original of the sublease or assignment instrument and all other documents to be executed in connection therewith;

(b) In Landlord’s reasonable judgment the proposed assignee or subtenant is engaged in a business and the Premises, or the relevant part thereof, will be used in a manner which (i) is in keeping with the then standards of the Building, and (ii) will not violate any negative covenant as to use contained in any other Lease of space in the Building (and

Landlord shall advise Tenant of any such negative covenants in writing promptly after written request therefor by Tenant made in connection with a proposed subletting or assignment);

(c) The proposed assignee or subtenant is a reputable person or entity of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable evidence thereof;

(d) Neither (i) the proposed assignee or sublessee nor (ii) any person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or sublessee or any person who controls the proposed assignee or sublessee, is then an occupant of any part of the Building or a party who dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building during the five (5) months immediately preceding Tenant’s request for Landlord’s consent, provided, in either such case, that Landlord then has, or will within the next five (5) month period have, comparable space available in the Building;

(e) The form of the proposed sublease shall be reasonably satisfactory to Landlord and shall comply with the applicable provisions of this Article 7 ;

(f) The Premises shall not be subdivided into more than four (4) separate units per floor and there shall be no more than four (4) occupants (including Tenant) per floor in the Premises at any time;

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

(h) Tenant shall not have (i) publicly advertised (which shall not prohibit the listing of the space with a licensed real estate broker and/or a listing service in accordance with the terms of this Article 7 ) the availability of the Premises without prior notice to and approval by Landlord of the content thereof, nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental, or (ii) listed the Premises for subletting, whether through a broker, agent, representative, or otherwise at a rental rate less than the Fixed Rent and Additional Charges at which Landlord is then offering to lease other space in the Building, but nothing contained in this Article 7 shall be deemed to (x) prohibit Tenant from listing with brokers and/or a listing service the availability of the Premises for sublet or assignment or (y) preclude Tenant from entering into a sublease of all or any portion of the Premises or an assignment of this Lease at any price.

7.12 (a) In the event that in connection with Tenant’s request for Landlord’s consent pursuant to Section 7.11 hereof, the proposed sublease or proposed assignment delivered to Landlord contains provisions which are “substantially different from” (as hereinafter defined) the terms set forth in the notice delivered to Landlord pursuant to Section 7.07 hereof, then in such event, Tenant’s request for consent pursuant to Section 7.11 hereof shall be deemed to be an irrevocable offer from Tenant to Landlord as to which Landlord

shall have all of the options set forth in Section 7.07 hereof. The terms of a proposed sublet or proposed assignment shall be deemed “substantially different from” the terms set forth in the notice delivered to Landlord pursuant to Section 7.07 hereof if the economic terms of such proposed sublet or assignment on an aggregate basis differ by more than five (5%) percent from the terms contained in the terms set forth in the notice delivered to Landlord pursuant to Section 7.07 hereof, taking into account all economic aspects of such proposed transaction, including, without limitation, whether a proposed sublessee had agreed to undertake restoration of the Premises at the end of the sublease term.

(b) In the event that Landlord fails to exercise any of its options under Section 7.07 hereof, and Tenant fails to request Landlord’s consent to an assignment or sublease on the terms and conditions set forth in the notice delivered to Landlord pursuant to Section 7.07 hereof within five (5) months from the date of Landlord’s response to such notice, then Tenant shall again comply with all of the provisions and conditions of Section 7.07 hereof before assigning this Lease or subletting all or part of the Premises.

7.13 With respect to each and every sublease or subletting authorized by Landlord under the provisions of this Lease, it is further agreed:

(a) No subletting shall be for a term (including any renewal or extension options contained in the sublease) ending later than one (1) day prior to the expiration date of this Lease.

(b) No sublease shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease (and all ancillary documents executed in connection with, with respect to or modifying such sublease) has been delivered to Landlord.

(c) Each sublease shall provide that it is subject and subordinate to this Lease and to any matters to which this Lease is or shall be subordinate, and that in the event of termination, reentry or dispossession by Landlord under this Lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (i) liable for any previous act or omission of Tenant under such sublease, (ii) subject to any credit, offset, claim, counterclaim, demand or defense which such subtenant may have against Tenant, (iii) bound by any previous modification of such sublease not previously approved by Landlord or by any previous prepayment of more than one (1) month’s rent, (iv) required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (v) bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease to be performed after the date of such attornment, and except for any initial work allowance provided for under the sublease, (vi) responsible for any monies owing by Landlord to the credit of Tenant or (vii) required to remove any person occupying the Premises or any part thereof.

(d) Each sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised under the sublease, in whole or in part, except in compliance with all of the terms and provisions of this Article 7 .

7.14 (a) If Landlord shall give its consent to any assignment of this Lease or to any sublease, Tenant shall in consideration therefor pay to Landlord, as Additional Charges, an amount equal to fifty (50%) of any Assignment Profit (hereinafter defined) or an amount equal to fifty (50%) of any Sublease Profit (hereinafter defined), as the case may be.

(b) For purposes of this Section 7.14 , the term “ Assignment Profit ” shall mean an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then net unamortized or undepreciated portion (determined on the basis of Tenant’s federal income tax returns) of the amount, if any, by which the original cost thereof exceeded any amounts paid for or contributed by Landlord which were applied by Tenant against such original cost pursuant to the terms of this Lease) after deducting therefrom the amount of Tenant’s Costs (as hereinafter defined).

(c) For purposes of this Section 7.14 , the term “ Sublease Profit ” shall mean in any year of the term of this Lease (i) any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Fixed Rent and Additional Charges accruing during such year of the term of this Lease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof, and (ii) all sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated portion (determined on the basis of Tenant’s federal income tax returns) of the amount, if any, by which the original cost thereof exceeded any amounts paid for or contributed by Landlord which were applied by Tenant against such original cost pursuant to the terms of this Lease), which net unamortized amount shall be deducted from the sums paid in connection with such sale in equal monthly installments over the balance of the term of the sublease (each such monthly deduction to be in an amount equal to the quotient of the net unamortized amount, divided by the number of months remaining in the term of this Lease) after deducting therefrom the amount of Tenant’s Costs.

(d) For purposes of this Section 7.14 , the term “ Tenant’s Costs ” shall mean the reasonable expenses actually incurred by Tenant in connection with the assignment and subletting in question for transfer taxes, brokerage commissions, advertising expenses, attorneys’ fees, any commercially reasonable rent credit or concession or work allowance and any tenant work performed by Tenant at its expense in connection with such assignment or subletting, based on bills, receipts or other evidence of such costs reasonably satisfactory to Landlord; provided that, in determining Sublease Profit, Tenant’s Costs shall be amortized on a straight-line basis over the term of the sublease.

(e) The sums payable under this Section 7.14 shall be paid to Landlord as and when paid by the assignee or subtenant to Tenant.

7.15 Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article 7 , each subletting shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, but subject to the provisions of Sections 7.10(d) and (e) hereof to the extent applicable, Tenant shall and will remain fully liable for the payment of the Fixed Rent and Additional Charges due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant (except as provided in Section 7.10 hereof) shall or will be made except upon compliance with and subject to the provisions of this Article 7 . If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise any of its options under Section 7.07 hereof, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs and expenses (including, but not limited to, reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed assignee or sublessee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

7.16 If Tenant is a general partnership (or is comprised of two (2) or more persons, individually and/or as co-partners of a general partnership) or if Tenant’s interest in this Lease shall be assigned to a general partnership (or to two (2) or more persons, individually and/or as co-partners of a general partnership) pursuant to this Article 7 (any such partnership and such persons are referred to in this Section as “ Partnership Tenant ”), the following provisions of this Section 7.16 shall apply to such Partnership Tenant: (a) the liability of each of the parties comprising Partnership Tenant shall be joint and several, (b) each of the parties comprising Partnership Tenant hereby consents in advance to, and agrees to be bound by, any written instrument which may hereafter be executed, changing, modifying or discharging this Lease, in whole or in part, or surrendering all or any part of the Premises to Landlord or renewing or extending this Lease and by any notices, demands, requests or other communications which may hereafter be given, by Partnership Tenant or by any of the parties comprising Partnership Tenant, (c) any bills, statements, notices, demands, requests or other communications given or rendered to Partnership Tenant or to any of the parties comprising Partnership Tenant shall be deemed given or rendered to Partnership Tenant and to all such parties and shall be binding upon Partnership Tenant and all such parties, (d) if Partnership Tenant shall admit new partners, all of such new partners shall, by their admission to Partnership Tenant, be deemed to have assumed performance of all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed, (e) Partnership Tenant shall give prompt notice to Landlord of the admission of any partner or partners, and upon demand of Landlord, shall cause each such partner to execute and deliver to Landlord an agreement in form satisfactory to Landlord, wherein each such new partner shall assume performance of all of the terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed (but neither Landlord’s failure to request any such agreement nor the failure of any such new partner to execute or deliver any such agreement to Landlord shall vitiate the provisions of

subdivision (d) of this Section 7 ) and (f) on each anniversary of the Commencement Date, Partnership Tenant shall deliver to Landlord a list of all partners together with their current residential addresses.

7.17 Notwithstanding anything to the contrary contained in this Article 7 , Tenant may allow one or more not-for-profit companies or other tax exempt charitable organizations to use and occupy up to five percent (5%) of the rentable area of the Premises on a temporary basis (“ Permitted Occupants ”) for use only as executive and general offices, without the consent of Landlord, provided that (A) Tenant shall have given at least three (3) Business Days prior written notice to Landlord of such intended use and occupancy along with the name of each such Permitted Occupant, (B) no demising walls are installed in the Premises in connection with such occupancy (and there is no separate reception area) so that the Premises shall at all times give the appearance of being solely occupied by Tenant, and (C) Tenant shall not charge a fee for the use or occupancy of such space in any amount which would result in a net profit to Tenant. Such occupancy shall not be subject to the other provisions of this Article 7 , but all other provisions of this Lease shall apply to such occupancy. The Permitted Occupants shall have no rights against Landlord under this Lease.

ARTICLE 8

Compliance with Laws

8.01 Tenant shall give prompt notice to Landlord of any notice it receives of the violation of any Legal Requirement with respect to the Premises or the use or occupation thereof. Tenant shall, at Tenant’s expense, comply with all present and future laws and requirements of any public authorities in respect of the Premises or the use and occupation thereof, or the abatement of any nuisance in, on or about the Premises ; provided, however, that Tenant shall not be obligated to make capital improvements in or to the Premises in order to comply with Legal Requirements unless the need for same arises out of Tenant’s specific use of the Premises other than mere general, administrative and executive office use or any of the causes set forth in clauses (ii) through (v) of the next succeeding sentence. Tenant shall also be responsible for the cost of compliance with all present and future Legal Requirements in respect of the Real Property arising from (i) Tenant’s manner of use of the Premises (other than arising out of the mere use of the Premises as general, administrative and executive offices), (ii) the manner of conduct of Tenant’s business or operation of its installations, equipment or other property therein (other than arising out of the mere use of the Premises as general, administrative and executive offices), (iii) any cause or condition created by or at the instance of Tenant, (iv) any Alterations, or (v) the breach of any of Tenant’s obligations hereunder, whether or not such compliance requires work which is structural or non-structural, ordinary or extraordinary, foreseen or unforeseen. Tenant shall pay all the costs, expenses, fines, penalties and damages which may be imposed upon Landlord or any Superior Lessor by reason of or arising out of Tenant’s failure to fully and promptly comply with and observe the provisions of this Section 8.01 . Without limiting the generality of, but subject to, the foregoing, it is specifically agreed that Tenant shall comply with all laws that require the installation, modification or maintenance within the Premises of (a) any fire-rated partitions, gas, smoke, or fire detector or alarm, any emergency signage or lighting system, or any sprinkler or other system to extinguish fires or (b) any handicap facilities. However, Tenant need not comply with any such law or

requirement of any public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Premises, in accordance with Section 8.02 hereof. Landlord, at its expense, shall comply with all other such Legal Requirements as shall affect the Premises or access thereto, but may similarly defer compliance so long as Landlord shall be contesting the validity or applicability thereof, provided that the same shall not adversely affect Tenant’s use of or access to the Premises.

8.02 Tenant, at its expense, after notice to Landlord, may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Premises, of any law or requirement of any public authority, provided that (a) Landlord shall not be subject to criminal penalty or to prosecution for a crime, or any other fine or charge, nor shall the Premises or any part thereof or the Building or Land, or any part thereof, be subject to being condemned, nor shall the Building or Land, or any part thereof, be subjected to any lien (unless Tenant shall remove such lien by bonding or otherwise) or encumbrance, by reason of non-compliance or otherwise by reason of such contest; (b) Tenant shall indemnify Landlord against the cost of such contest or non-compliance and against all liability for damages, interest, penalties and expenses (including reasonable attorneys’ fees and expenses), resulting from or incurred in connection with such contest or non-compliance; (c) such non-compliance or contest shall not constitute or result in any violation of any Superior Lease or Superior Mortgage, or if any such Superior Lease and/or Superior Mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; (d) such noncompliance or contest shall not prevent Landlord from obtaining any and all permits and licenses in connection with the operation of the Building; and (e) Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting the application of the above, Landlord shall be deemed subject to prosecution for a crime if Landlord, or its managing agent, or any officer, director, member, partner, shareholder or employee of Landlord or its managing agent, as an individual, is charged with a crime of any kind or degree whatever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or its managing agent, or such officer, director, member, partner, shareholder or employee of Landlord or its managing agent (as the case may be) is required to plead or answer thereto.

8.03 Tenant shall not place a load upon any floor of the Premises which violates applicable law or the certificate of occupancy of the Building or which exceeds the floor load per square foot which such floor was designed to carry. All heavy material and/or equipment must be placed by Tenant, at Tenant’s expense, so as to distribute the weight. Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant’s expense, in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance.

8.04 Tenant shall not cause or permit its agents, licensees, sublessees, occupants, employees, contractors or invitees to cause Hazardous Materials to be used, transported, stored, released, handled, produced or installed in, on or from, the Premises or the Building except for Hazardous Materials contained in typical office and cleaning products in amounts which do not exceed those permitted pursuant to Legal Requirements. The term “ Hazardous Materials ” shall, for the purposes hereof, mean any flammable explosives, radioactive materials, hazardous wastes, hazardous and toxic substances, or related materials,

asbestos or any material containing asbestos, or any other substance or material, as defined by any federal, state or local environmental law, ordinance, rule or regulation including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, and in the regulations adopted and publications promulgated pursuant to each of the foregoing. In the event of a breach of the provisions of this Section 8.04 , Landlord shall, in addition to all of its rights and remedies under this Lease and pursuant to law, require Tenant to remove any such Hazardous Materials from the Premises in the manner prescribed for such removal by Legal Requirements. The provisions of this Section 8.04 shall survive the termination of this Lease. Except as provided in this Section 8.04 , Tenant shall not be liable for any Hazardous Material present on or about the Premises or the Building, or the violation of any Legal Requirement relating to any such Hazardous Material.

8.05 Tenant shall be responsible, during the Term of this Lease, including the Renewal Term (as hereinafter defined), and upon the Expiration Date or earlier termination hereof, for the removal of any wiring and cabling installed by or on behalf of Tenant in the Premises and all wiring and cabling installed by or on behalf of Tenant in the Building risers, whether the same are inside or outside the Premises, to the extent any such removal may be required by Legal Requirements. The provisions of this Section 8.05 shall survive the termination of this Lease.

ARTICLE 9

Insurance

9.01 Tenant shall not violate, or permit its agents, licensees, sublessees, occupants, employees, contractors or invitees to violate, any condition imposed by any insurance policy then issued in respect of the Real Property and shall not do, or permit anything to be done by its agents, licensees, sublessees, occupants, employees, contractors or invitees, or keep or permit anything to be kept in the Premises which would subject Landlord, any Superior Lessor or any Superior Mortgagee to any liability or responsibility for personal injury or death or property damage, or which would increase any insurance rate in respect of the Real Property over the rate which would otherwise then be in effect or which would result in insurance companies of good standing refusing to insure the Real Property in amounts reasonably satisfactory to Landlord, or which would result in the cancellation of or the assertion of any defense by the insurer in whole or in part to claims under any policy of insurance in respect of the Real Property; provided, however , that in no event shall the mere use of the Premises for customary and ordinary office purposes, as opposed to the manner of such use, constitute a breach by Tenant of the provisions of this Section 9.01 .

9.02 If, by reason of any failure of Tenant to comply with the provisions of this Lease, the premiums on Landlord’s insurance on the Real Property shall be higher than they otherwise would be, and Landlord shall notify Tenant of such fact and, if Tenant shall not within fifteen (15) days thereafter, rectify such failure so as to prevent the imposition of such increase in premiums, then Tenant shall reimburse Landlord, on demand and as Additional Charges, for that part of such premiums attributable to such failure on the part of Tenant. A schedule or “make up” of rates for the Real Property or the Premises, as the case may be, issued by the New York

Fire Insurance Rating Organization or other similar body making rates for insurance for the Real Property or the Premises, as the case may be, shall be conclusive evidence of the facts therein stated and of the several items and charges in the insurance rate then applicable to the Real Property or the Premises, as the case may be.

9.03 Tenant, at its expense, shall maintain at all times during the term of this Lease (a) “all risk” or so-called “Special Form” property insurance covering all present and future Tenant’s Property and Alterations (including the initial Tenant’s Work) to a limit of not less than the full replacement value thereof, such insurance to include a replacement cost endorsement; (b) commercial general liability insurance, including contractual liability, in respect of the Premises (including, without limitation, all supplemental air-conditioning equipment located therein) and the conduct or operation of business therein, with Landlord and its managing agent, if any, and each Superior Lessor and Superior Mortgagee whose name and address shall previously have been furnished to Tenant, as additional insureds, with limits of not less than Five Million ($5,000,000) Dollars combined single limit for bodily injury and property damage liability in any one occurrence (which insurance may be provided in a combination of primary and excess limits); (c) steam boiler or machinery insurance, if there is a boiler or pressure object or similar equipment in the Premises, with Landlord and its managing agent, if any, and each Superior Lessor and Superior Mortgagee whose name and address shall previously have been furnished to Tenant, as additional insureds, with limits of not less than Five Million ($5,000,000) Dollars; and (d) when Alterations are in progress, the insurance specified in Section 11.05 hereof. The limits of such insurance shall not limit the liability of Tenant. Tenant shall deliver to Landlord and any additional insureds, at least ten (10) days prior to the Commencement Date, such fully paid-for policies or certificates of insurance, in form reasonably satisfactory to Landlord issued by the insurance company or its authorized agent. Tenant shall procure and pay for renewals of such insurance from time to time before the expiration thereof, and Tenant shall deliver to Landlord and any additional insureds such renewal policy or a certificate thereof at least seven (7) days before the stated expiration of any existing policy. All such policies shall be issued by companies of recognized responsibility licensed to do business in New York State and rated by Best’s Insurance Reports or any successor publication of comparable standing and carrying a rating of A VIII or better or the then equivalent of such rating, and all such policies shall contain a provision whereby the insurer shall endeavor to provide at least thirty (30) days prior written notice to Landlord and any additional insureds of any such cancellation (or ten (10) days prior written notice with respect to a cancellation due to a failure to pay premiums). The policies providing “all risk” or so-called “Special Form” property insurance of leasehold improvements and Tenant’s improvements and betterments shall name Landlord and Tenant as loss payees as their interests may appear. The parties shall cooperate with each other in connection with the collection of any insurance monies that may be due in the event of loss and Tenant shall execute and deliver to Landlord such proofs of loss and other instruments which may be reasonably required to recover any such insurance monies.

9.04 Each party agrees to have included in each of its insurance policies (insuring the Building and any other Landlord’s property therein in case of Landlord, and insuring Tenant’s Property (hereinafter defined) and leasehold improvements and Tenant’s improvements and betterments in the case of Tenant, against loss, damage or destruction by fire or other casualty) a waiver of the insurer’s right of subrogation against the other party during the term of this Lease or, if such waiver should be unobtainable or unenforceable, (i) an express

agreement that such policy shall not be invalidated if the assured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty or (ii) any other form of permission for the release of the other party. If such waiver, agreement or permission shall not be, or shall cease to be, obtainable from either party’s then current insurance company, the insured party shall so notify the other party promptly after learning thereof, and shall use its best efforts to obtain the same from another insurance company described in Section 9.03 hereof. Notwithstanding anything to the contrary in this Lease, each party hereby releases the other party, with respect to any claim (including a claim for negligence) which it might otherwise have against the other party, for loss, damage or destruction with respect to its property occurring during the term of this Lease to the extent to which it is, or is required to be, insured.

9.05 Landlord may from time to time require that the amount of the insurance to be maintained by Tenant under Section 9.03 hereof be reasonably increased, so that the amount thereof adequately protects Landlord’s interest; provided, however , that the amount to which such insurance requirements may be increased shall not exceed an amount then customarily being required by landlords of comparable first-class office buildings in midtown Manhattan; and provided further, however , that Landlord shall not so increase such requirements prior to the third (3 rd ) anniversary of the Commencement Date hereof.

9.06 Landlord shall maintain in respect of the Building at all times during the term of this Lease “all risk” or so-called “Special Form” property insurance covering the Building and Landlord’s property for the full replacement cost thereof.

ARTICLE 10

Rules and Regulations

10.01 Tenant and its employees and agents shall faithfully observe and comply with the rules and regulations annexed hereto as Exhibit E , and such reasonable changes therein (whether by modification, elimination or addition) as Landlord at any time or times hereafter may make and communicate to Tenant, which, in Landlord’s reasonable judgment, shall be necessary for the reputation, safety, care and appearance of the Real Property, or the preservation of good order therein, or the operation or maintenance of the Real Property, and which do not unreasonably affect the conduct of Tenant’s business in the Premises (such rules and regulations as changed from time to time being herein called “ Rules and Regulations ”); provided , however , that in case of any conflict or inconsistency between the provisions of this Lease and any of the Rules and Regulations, the provisions of this Lease shall control.

10.02 Nothing in this Lease contained shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations against Tenant or any other tenant or any employees or agents of Tenant or any other tenant, and Landlord shall not be liable to Tenant for violation of the Rules and Regulations by another tenant or its employees, agents, invitees or licensees. Landlord shall not discriminate against Tenant in enforcing the Rules and Regulations.

10.03 Notwithstanding anything to the contrary contained in Exhibit E , the last sentence of Rule 13 therein shall not apply to Tenant’s Work or Tenant’s initial move into the Premises.

ARTICLE 11

Alterations

11.01 Tenant shall make no improvements, changes or alterations in or to the Premises (“ Alterations ”) of any nature, other than painting, wall covering, carpeting, moveable partitions, and other purely decorative work (“ Decorative Work ”) the total cost of which does not exceed $50,000, without Landlord’s prior written approval. However, provided that Tenant shall be in compliance with the applicable provisions of this Article 11 , Tenant may, at its sole expense, upon obtaining Landlord’s written approval, which approval shall not be unreasonably withheld in all other instances, undertake Alterations which are not Material Alterations. A “ Material Alteration ” is an Alteration which (a) is not limited to the interior of the Premises or which affects the exterior (including the appearance) of the Building, (b) is structural or affects the structure or strength of the Building, or (c) adversely affects the usage or the proper functioning of the mechanical, electrical, sanitary, heating, ventilating, air-conditioning or other service systems of the Building. Tenant may perform Decorative Work the total cost of which does not exceed $50,000 without Landlord’s consent, but Tenant shall give Landlord at least ten (10) days prior notice of Tenant’s intent to perform such work.

11.02 (a) Before proceeding with any Alteration (other than Decorative Work), Tenant shall submit to Landlord, for Landlord’s approval, final plans and specifications for the work to be done containing complete information and dimensions necessary for the construction and finishing of the Premises and for the engineering in connection therewith, which shall be in detail sufficient to obtain all required building permits or notices and to show compliance with Legal Requirements and shall be signed and sealed by an architect and, if applicable, engineer(s) licensed in the State of New York (“ Tenant’s Plans ”). Tenant shall not proceed with such work until it obtains Landlord’s written approval of such plans and specifications, which approval shall not be unreasonably withheld or delayed.

(b) With respect to any Alteration (other than a Material Alteration), Landlord shall notify Tenant of Landlord’s approval or disapproval of the same within fifteen (15) days after submission by Tenant of complete plans and specifications therefor (or any required revisions thereto), together with a statement specifying in reasonable detail the reasons for such disapproval and itemizing the portion(s) of the plans which have not been approved; however, if with respect to such Alterations Landlord fails to respond to Tenant’s request for such approval within said fifteen (15) day period, then provided Tenant sends Landlord a second (2nd) notice stating, among other things, the following in bold capital letters: “IF LANDLORD FAILS TO RESPOND TO THIS REQUEST FOR APPROVAL OF ALTERATIONS WITHIN FIVE (5) BUSINESS DAYS, THEN LANDLORD’S APPROVAL THEREOF AND OF THE PLANS AND SPECIFICATIONS THEREFOR SHALL BE DEEMED GRANTED IN ACCORDANCE WITH SECTION 11.02(b) OF THE LEASE,” and if Landlord continues to fail to respond to the request after the expiration of such additional five (5) Business Day period, Landlord’s consent to such Alteration shall be deemed to have been given. Notwithstanding

anything to the contrary contained herein, the five (5) Business Day period referred to in the preceding sentence shall be extended to eleven (11) Business Days if Landlord notifies Tenant that Landlord has sent Tenant’s plans and specifications to a third party consultant to review.

(c) Tenant shall pay to Landlord upon demand, as Additional Charges, Landlord’s reasonable out of pocket costs and expenses (including, without limitation, the reasonable fees of any architect or engineer employed by Landlord or any Superior Lessor or Superior Mortgagee for such purpose) for (i) reviewing Tenant’ Plans and (ii) inspecting the Alterations to determine whether the same are being performed in accordance with (x) Tenant’s Plans, as approved and (y) all Legal Requirements.

(d) Tenant agrees that any review or approval by Landlord of any plans and/or specifications with respect to any Alterations is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant with respect to the adequacy, correctness or efficiency thereof or otherwise.

11.03 Intentionally omitted.

11.04 Tenant, in connection with any Alterations, shall fully and promptly comply with and observe the Alterations Rules and Regulations set forth as Exhibit F hereto and made a part hereof.

11.05 Tenant, at its expense, shall obtain (and furnish true and complete copies to Landlord of) all necessary governmental permits and certificates for the commencement and prosecution of Alterations and for final approval thereof upon completion, and shall cause Alterations to be performed in compliance therewith, with all applicable Legal Requirements, with all Insurance Requirements and with Tenant’s Plans (as approved by Landlord, subject to minor adjustments thereto customarily made in the field). Alterations shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the better of (i) the original installations of the Building or (ii) the then standards for the Building established by Landlord. Alterations shall be performed by contractors first approved by Landlord, which approval shall not be unreasonably withheld or delayed; provided , however , that any Alterations in or to the roof (except for Tenant’s Installations pursuant to Article 40 hereof, for which Tenant may select contractors subject to Landlord’s reasonable approval), life safety systems or elevators of the Building shall be performed only by the contractor(s) designated by Landlord. Alterations shall be performed in such manner as not to unreasonably interfere with or delay and as not to impose any additional out-of-pocket expense upon Landlord in the maintenance, repair or operation of the Building; and if any such additional out-of-pocket expense shall be incurred by Landlord as a result of Tenant’s performance of any Alterations, Tenant shall pay such additional expense within twenty (20) days after demand as Additional Charges. Throughout the performance of Alterations, Tenant, at its expense, shall carry, or cause to be carried, worker’s compensation insurance in statutory limits, all risk “Builders Risk” insurance and general liability insurance, with completed operation endorsement, for any occurrence in or about the Real Property, under which Landlord and its agent and any Superior Lessor and Superior Mortgagee whose name and address shall previously have been furnished to Tenant shall be named as parties insured, in the limits set forth in Section D of Exhibit F annexed hereto, with insurers reasonably satisfactory to Landlord.

Tenant shall furnish Landlord with reasonably satisfactory evidence that such insurance is in effect at or before the commencement of Alterations and, on request, at reasonable intervals thereafter during the continuance of Alterations.

11.06 Tenant agrees that the exercise of its rights pursuant to the provisions of this Article 11 or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate Landlord’s union contracts affecting the Real Property, or create any work stoppage, picketing, labor disruption or dispute or disharmony or any interference (beyond a de minimis extent) with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately stop work or other activity if Landlord notifies Tenant that continuing such work or activity would violate Landlord’s union contracts affecting the Real Property, or create any work stoppage, picketing, labor disruption or dispute or disharmony or any interference (beyond a de minimis extent) with the business of Landlord or any tenant or occupant of the Building. Landlord agrees that it shall not discriminate as against Tenant in enforcing the foregoing prohibition against interfering with the business of Landlord or other tenants in the Building.

11.07 Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Alterations, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant (other than by Landlord or its affiliates, agents, representatives or contractors), which shall be issued by the Department of Buildings of the City of New York or any other public authority having or asserting jurisdiction. Tenant shall defend, indemnify and save harmless Landlord from and against any and all mechanic’s and other liens and encumbrances filed in connection with Alterations, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant, including, without limitation, security interests in any materials, fixtures or articles so installed in and constituting part of the Premises and against all costs, expenses and liabilities incurred in connection with any such lien or encumbrance or any action or proceeding brought thereon. Tenant, at its expense, shall procure the satisfaction or discharge of record of all such liens and encumbrances within twenty (20) days after Tenant shall have received notice of the filing thereof. However, nothing herein contained shall prevent Tenant from contesting, in good faith and at its own expense, any notice of violation, provided that Tenant shall comply with the provisions of Section 8.02 hereof.

11.08 Tenant will promptly upon the completion of an Alteration deliver to Landlord “as-built” drawings and CAD files on diskette and by e-mail in AutoCAD.DWG format or compatible DXF format, as well as PDF files on diskette and by e-mail in JPG or TIFF format, showing the exact nature and location of any Alterations Tenant has performed or caused to be performed in the Premises, and (a) if any Alterations by Tenant are then proposed or in progress, Tenant’s drawings and specifications, if any, for such Alterations and (b) if any Alterations by Landlord for Tenant were performed or are then proposed or in progress, the “as-built” drawings, if any, or the drawings and specifications, if any, as the case may be, for such Alterations, in Tenant’s possession. Any files to be delivered to Landlord by e-mail as set forth in the preceding sentence shall be sent to: Tenant.Plan@brookfieldproperties.com.

11.09 All fixtures and equipment installed or used by Tenant in the Premises shall be fully paid for by Tenant in cash and shall not be subject to conditional bills of sale, chattel mortgage or other title retention agreements.

11.10 Tenant shall keep records of Tenant’s Alterations costing in excess of Fifty Thousand and 00/100 Dollars ($50,000.00) and of the cost thereof. Tenant shall, within forty-five (45) days after demand by Landlord, furnish to Landlord copies of such records and cost if Landlord shall require same in connection with any proceeding to reduce the assessed valuation of the Real Property, or in connection with any proceeding instituted pursuant to Article 8 hereof or for any other reasonable purpose.

11.11 Subject to Landlord’s reasonable approval of Tenant’s plans and specifications therefor, and Tenant’s compliance with the other provisions of this Article 11 , Landlord’s consent shall not be unreasonably withheld with respect to Tenant’s construction of (a) shower room(s) in the Premises containing up to two (2) showers per full floor of the Premises, and (b) high density file rooms and, if and when applicable, interconnecting stairs between two contiguous floors comprising the Premises.

11.12 Landlord shall reasonably cooperate, at no cost to Landlord, with Tenant with respect to Tenant’s applications for any governmental approvals and certificates required in connection with any Alterations permitted to be constructed hereunder (including, without limitation, the execution of such applications by Landlord).

ARTICLE 12

Landlord’s and Tenant’s Property

12.01 All fixtures, equipment, improvements and appurtenances attached to or built into the Premises at the commencement of or during the term of this Lease, whether or not by or at the expense of Tenant, shall be and remain a part of the Premises, shall, upon the expiration or sooner termination of this Lease, be deemed the property of Landlord and shall not be removed by Tenant, except as provided in Section 12.02 . Further, any carpeting or other personal property in the Premises on the Commencement Date, unless installed and paid for by Tenant, shall be and shall remain Landlord’s property and shall not be removed by Tenant. Notwithstanding the foregoing provisions, upon notice to Tenant no later than one hundred eighty (180) days prior to the Expiration Date or upon reasonable notice with respect to such earlier date upon which the term of this Lease shall expire, Landlord may require Tenant to remove all or part of the foregoing fixtures, equipment, improvements and appurtenances attached to or built into the Premises during the term of this Lease by identifying to Tenant in writing, any Alterations that will require restoration upon the expiration or sooner termination of this Lease; provided, however , that (i) Tenant shall not be obligated to remove any such fixtures, equipment, improvements and appurtenances installed prior to the date of this Lease, and (ii) Tenant’s obligation to remove fixtures, equipment, improvements and appurtenances installed after the date of this Lease shall be limited to items that are not of the type, quality or quantity of improvement that is customarily found in a standard office installation in first class office buildings in the midtown area of Manhattan in the City of New York, including, but not limited to, kitchens (which shall not included pantries), vaults, private restrooms, shower rooms

and shower stalls, raised or reinforced flooring, staircases or supplemental HVAC equipment (except that Tenant shall not be required to remove ceiling hung supplemental air-conditioning units having a capacity of five (5) tons or less). Tenant shall remove any such items required by Landlord pursuant to the preceding sentence from the Premises prior to the expiration of this Lease at Tenant’s expense. Upon such removal Tenant shall immediately and at its expense, repair and restore the Premises to the condition existing prior to installation and repair any damage to the Premises or the Building due to such removal. At Tenant’s written request, at the time of Landlord’s consent to Tenant’s Alterations, Landlord will identify any Alterations specified in Tenant’s Plans that will require restoration (subject to the limitations contained in this Section 12.01 ) upon the expiration or sooner termination of this Lease.

12.02 All movable partitions, furniture systems, special cabinet work, business and trade fixtures, machinery and equipment, communications equipment (including, without limitation, telephone system, security system and wiring) and office equipment, whether or not attached to or built into the Premises, which are installed in the Premises by or for the account of Tenant without expense to Landlord and can be removed without structural damage to the Building, and all furniture, furnishings and other articles of movable personal property owned by Tenant and located in the Premises (collectively, “ Tenant’s Property ”) shall be and shall remain the property of Tenant and may be removed by Tenant at any time during the term of this Lease; provided that if any of Tenant’s Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Premises or to the Building resulting from the installation and/or removal thereof. Any equipment or other property for which Landlord shall have granted any allowance or credit to Tenant shall not be deemed to have been installed by or for the account of Tenant without expense to Landlord, shall not be considered Tenant’s Property and shall be deemed the property of Landlord.

12.03 At or before the Expiration Date of this Lease (or within fifteen (15) days after any earlier termination of this Lease) Tenant, at its expense, shall remove from the Premises all of Tenant’s furniture, equipment and other moveable personal property not affixed or attached to the Premises (except for such items thereof as Landlord shall have expressly permitted to remain, which property shall become the property of Landlord), and Tenant shall repair any damage to the Premises or the Building resulting from any installation and/or removal of Tenant’s Property.

12.04 Any other items of Tenant’s Property which shall remain in the Premises after the Expiration Date of this Lease, or within fifteen (15) days following an earlier termination date, may at the option of Landlord, be deemed to have been abandoned, and in such case such items may be retained by Landlord as its property or disposed of by Landlord, without accountability, in such manner as Landlord shall determine, at Tenant’s expense.

ARTICLE 13

Repairs and Maintenance

13.01 Tenant shall, at its expense, throughout the term of this Lease, take good care of and maintain in good order and condition the Premises and the fixtures and improvements therein including, without limitation, the property which is deemed Landlord’s

pursuant to Section 12.01 hereof and Tenant’s Property, except as otherwise expressly provided in the last sentence of this Section 13.01 , and except for ordinary wear and tear and damage from casualty or condemnation. Tenant shall be responsible for the cost of all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of (a) the performance or existence of Alterations, (b) the installation, use or operation of the property which is deemed Landlord’s, pursuant to Sections 12.01 and 12.02 hereof and Tenant’s Property, (c) the moving of the property which is deemed Landlord’s pursuant to Sections 12.01 and 12.02 hereof and Tenant’s Property in or out of the Building, (d) the wrongful act or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees or (e) design flaws in any of Tenant’s Plans regardless of the fact that such Tenant’s Plans may have been approved by Landlord. Tenant, at its expense, shall promptly replace all damaged or broken doors and interior glass (subject to reasonable wear and tear) in and about the Premises, including, without limitation, entrance doors, and shall be responsible for all repairs, maintenance and replacement of wall and floor coverings in the Premises and for all the repair, maintenance and replacement of all horizontal portions of the systems and facilities of the Building within and ser

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