OFFICE LEASE

EXHIBIT 10.1

                                                                                                                        EXECUTION COPY

OFFICE LEASE

between

KATO INTERNATIONAL LLC,

Landlord

– and –

BROADPOINT SECURITIES GROUP, INC.,

Tenant

Entire 31st Floor

Tower 49

12 East 49th Street

New York, New York  10017

Dated: October 31, 2008

Page

TOWER 49

OFFICE LEASE

SECTION 1.1   Fundamental Lease Provisions .

SECTION 1.2       Definitional Provisions .  References to "Articles", "Sections", "Subsections" and "Clauses" shall be to Articles, Sections, Subsections and Clauses, respectively, of this Lease unless otherwise specifically provided.  The terms "hereto", "herein", "hereof" and "hereunder" and words of similar import refer to this Lease generally, rather than to the Article, Section, Subsection or Clause in which such term is used, unless otherwise specifically provided.  Any of the terms defined in Sections 1.1 and 26.1 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.  The term "including" shall mean "including, but not limited to", except where the context requires otherwise.

SECTION 2.1       Demise of Premises .

(a)   Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Premises, pursuant to the provisions of this Lease, reserving however to Landlord the rights, interests and estates reserved to Landlord by the provisions of this Lease or by operation of law.

(b)   Landlord and Tenant hereby conclusively agree as to the Rentable Area as set forth in Section 1.1 and the Rentable Area of the Building as set forth in Section 26.1 .

SECTION 2.2       Lease Term; Commencement Date .  The Lease Term (a) shall commence on the later of (i) November 1, 2008 and (ii) the date on which a Lease Termination Agreement, in form and substance satisfactory to Landlord, has been concluded between Landlord and the current tenant of the 31st floor of the Building (the " Current Tenant ") (the " Term Commencement Date ") and (b) shall end at noon on December 31, 2018 (the " Expiration Date "), unless sooner terminated as herein provided, in which event the Lease Term shall end on the date of such termination.  Landlord shall deliver possession of the Premises to Tenant on the Term Commencement Date in their "as is" condition, provided that, upon such delivery of possession, the Premises shall be free of tenancies and occupancies and broom clean with the Included Property (as hereinafter defined) in place, and Tenant shall accept such possession.  If the Current Tenant's telephone switch equipment has not been removed from the Premises and the IDF closet cleaned out (the " Telephone/IDF Closet Work ") by November 10, 2008, then Tenant may perform the Telephone/IDF Closet Work and may bill Landlord for the reasonable cost thereof.  Landlord shall pay such statement within ten (10) Business Days after its receipt thereof.  Landlord represents that, on the Term Commencement Date, the Building HVAC, plumbing and water systems which serve the 31st floor of the Building will be in proper working order.  In the event that an equipment use permit (the " Equipment Permit ") has not been obtained for the supplemental air conditioning unit presently located in the Premises, Tenant shall take all requisite measures to obtain the Equipment Permit, including without limitation, government filings and alterations necessary to satisfy applicable legal requirements in connection therewith.  Landlord shall reimburse Tenant, within fifteen (15) days after its demand, for the reasonable out-of-pocket expenses incurred by Tenant in order to obtain the Equipment Permit, up to a maximum amount of $2,500.00.  It is understood that the non-existence of the Equipment Permit shall not affect the Term Commencement Date or any of the obligations of Tenant under this Lease.

SECTION 2.3       Preparation of Premises .

2.3.1  " As Is ".  Tenant is leasing the Premises in "as is" condition, and Landlord shall have no obligation to perform any work or supply any materials whatsoever to prepare the Premises for Tenant's occupancy.  If, in connection with an Alteration to be performed by Tenant in the Premises, the existence of asbestos which is required to be removed or encapsulated in accordance with existing laws or regulations is confirmed, Landlord shall perform such removal or encapsulation work at its own expense.

2.3.2  Preparation of Premises .  All Improvements made to the Premises to prepare the Premises for occupancy by Tenant (the " Tenant Improvements ") shall be performed by Tenant at Tenant's sole cost and expense.  The work necessary to effectuate such Tenant Improvements shall be referred to herein as " Tenant's Work ".

SECTION 2.4       Failure to Deliver Possession; Tenant's Waiver .  Tenant waives (a) any right to rescind this Lease under Section 223-a of the New York Real Property Law (or any other law of like import, now or hereafter in force) and (b) the right to recover any damages resulting from Landlord's failure to deliver possession of the Premises on the Term Commencement Date or from any delay in the occurrence of the Term Commencement Date for any reason whatsoever.  No such failure shall affect the validity of this Lease or the obligations of Tenant hereunder.  If permission is given to Tenant to enter into the possession of the Premises prior to the Term Commencement Date, such occupancy shall be deemed to be under all the provisions of this Lease, except the covenant to pay Rents.  Notwithstanding the foregoing, if the Term Commencement Date has not occurred by February 1, 2009, Tenant may terminate this Lease by giving written notice to Landlord on or before February 10, 2009.  If this Lease is terminated in accordance with the preceding sentence, Landlord shall promptly return to Tenant all amounts previously paid by Tenant to Landlord hereunder.

SECTION 2.5       Early Termination Right .

(a)   Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time right (the " Early Termination Right ") to terminate this Lease effective as of December 31, 2013 (the " Early Termination Date ").  In order to exercise the Early Termination Right, Tenant shall give written notice (the " Early Termination Notice ") to Landlord not less than fifteen (15) months prior to the Early Termination Date.  Together with the Early Termination Notice, Tenant shall pay to Landlord an early termination payment (the " Early Termination Payment ") in the amount of Nine Hundred Thousand Dollars ($900,000.00) as an early termination payment and as compensation to Landlord for its unamortized transaction costs associated with this Lease and other costs caused by the early termination.   Time shall be of the essence with respect to the giving of the Early Termination Notice .

(b)   If the Early Termination Notice is duly given by Tenant to Landlord and the Early Termination Payment is duly made, then this Lease shall terminate on the Early Termination Date with the same effect as if the Early Termination Date were the Expiration Date set forth in this Lease.  If the Early Termination Notice is not timely given or the Early Termination Payment is not timely made, then the Lease Term shall continue to and until the Expiration Date as if this Section 2.5 were not included herein.

SECTION 2.6       Included Property .  It is Landlord's understanding that the Current Tenant, upon vacating the Premises, will leave substantially all of its furniture and equipment that are located therein.  Such items of furniture and equipment are enumerated on Exhibit "F" which is annexed hereto (the " Included Property ").  Landlord represents that the Current Tenant has agreed to leave the Included Property in the Premises upon vacating the Premises and that the Included Property is not subject to any liens or encumbrances.  Upon taking possession of the Premises, Tenant shall assume ownership of the Included Property in its then "as is" condition, and Tenant shall thereafter be deemed to be the owner of the Included Property for all purposes.  Tenant has inspected the Included Property and is satisfied (a) that all items of the Included Property remain in the Premises and (b) with the condition of all of the items of the Included Property.  Landlord is making no representations regarding the condition, suitability or value of any of the Included Property.  If any items of the Included Property are not present in the Premises on the date that Tenant takes possession of the Premises, Landlord shall have no responsibility therefor.  At the request of Tenant, Landlord shall obtain a bill of sale for the Included Property in Tenant's name from the Current Tenant.

SECTION 3.1       Ownership of Improvements .  Any improvement in, to or upon the Premises made by or for Tenant or any subtenant or other occupant (the " Improvements ") shall at the end of the Lease Term become the property of Landlord (regardless of whether they were installed by Tenant or at Tenant's expense) and shall remain upon and be surrendered with the Premises as a part thereof; provided , however , that Landlord may elect, by written notice to Tenant not less than thirty (30) days prior to the end of the Lease Term, to have Tenant remove from the Premises prior to the end of the Lease Term any or all Special Improvements which have been installed in the Premises by or on behalf of Tenant or any subtenant or other occupant.  Upon such removal, Tenant shall, immediately and at its expense, repair and restore the Premises to their condition prior to the installation of such Special Improvements and shall repair any damage to the Premises or the Building caused by such removal.  The obligations of Tenant under this Section 3.1 shall survive the expiration or earlier termination of this Lease.  As used in this Section 3.1 , the term " Special Improvements " shall mean Improvements that are more difficult and/or expensive to remove than standard office installations, including without limitation, vaults, auditoriums, kitchens, private bathrooms, staircases, libraries, computer rooms, telecommunications systems, raised flooring and all data and communications wiring and cabling, but shall not include (a) data and communications wiring which is present in the Premises on the Term Commencement Date, (b) any ceiling hung supplementary air conditioning unit installed by the Tenant during the Lease Term or (c) a computer room which has equipment racks only and no raised floors, provided that, at Landlord's option, the wiring therein has been cut back to the plenum.

SECTION 3.2       Special Improvement Inquiry .  At the time that Tenant submits its proposed Plans and Specifications for any proposed Alteration to Landlord in accordance with Article 8 , Tenant may submit to Landlord a written inquiry ( a "Special Improvement Inquiry" ) as to whether or not Landlord considers any portion of the proposed Alteration included in the proposed Plans and Specifications to be Special Improvements for purposes of Section 3.1 and, if so, whether it will require such Special Improvements to be removed by Tenant prior to the end of the Lease Term in accordance with Section 3.1 .  Landlord shall provide a written response to any Special Improvement Inquiry to Tenant together with its advice of the approval of the Plans and Specifications or its required revisions thereto within the time periods set forth in Section 8.2 .

SECTION 4.1       Rents .  Subject to the second sentence of Section 4.3 , commencing on the Term Commencement Date and continuing thereafter during the Lease Term, Tenant shall pay to Landlord the following rents for the Premises (collectively, the " Rents "): (a) a base rent per annum (the " Base Rent ") in an amount equal to the Initial Base Rent, as adjusted hereafter as set forth in Section 4.5 , and (b) additional charges (" Additional Rent "), consisting of all other sums payable by Tenant under the provisions of this Lease.

SECTION 4.2       Payment of Rents .  Tenant shall pay the Rents when due, without notice or demand, and without any abatement, deduction or set-off, except for notices, demands, abatements, deductions and set-offs expressly provided for elsewhere in this Lease.  Tenant shall pay the Rents to Landlord by check payable to the order of Landlord, or such agent as Landlord may from time to time designate for payment of Rents, in lawful money of the United States at the Address of Landlord or such other place in the City of New York as Landlord may designate by notice to Tenant.  All checks shall be drawn on a local bank that is a member of the New York Clearinghouse Association.  Alternatively, Tenant may pay the Rents to Landlord by wire remittance to such bank account that Landlord shall designate upon the written request of Tenant (which bank account may be changed by Landlord from time to time by written notice to Tenant).

SECTION 4.3       Payment of Base Rent; Abatement Thereof .  Tenant shall pay the annual Base Rent to Landlord in equal monthly installments in advance on the first day of each calendar month of the Lease Term, except that the first monthly installment of Base Rent shall be paid upon the execution of this Lease.  Notwithstanding anything to the contrary contained in this Lease, the Base Rent shall be abated during the period beginning on the Term Commencement Date and ending on the day prior to the Rent Commencement Date.

SECTION 4.4       Rent for a Partial Month .  The Base Rent for any portion of a calendar month included in the Lease Term shall be prorated in the ratio that the number of days in such portion bears to the number of days in such month.

SECTION 4.5       Adjustment of Base Rent .

(a)   Effective as of the date which is the thirty (30) month anniversary of the Rent Commencement Date, the Base Rent shall be increased to $1,296,000.00 per annum (which amount is equal to $81.00 per rentable square foot of Rentable Area of the Premises per annum), payable in monthly installments of $108,000.00.

(b)   Effective as of the date which is the sixty (60) month anniversary of the Rent Commencement Date, the Base Rent shall be increased to $1,384,000.00 per annum (which amount as equal to $86.50 per square foot of Rentable Area of the Premises per annum), payable in monthly installment of $115,333.33.

SECTION 4.6       Interest .  If any payment of Rent is not received by Landlord on the due date thereof, Tenant shall pay Landlord interest on such payment from the due date thereof until the date of receipt thereof by Landlord at a rate (the " Interest Rate ") equal to the lesser of (a) three percent (3%) above the then current "prime" or "base" rate of Citibank, N.A. or its successor, from time to time in effect in New York, New York or (b) the maximum rate of interest chargeable under applicable law.  No interest shall be payable for the first late payment of Rent in any twelve (12) month period, provided that such payment is no more than five (5) days late.

SECTION 4.7       Payment of Additional Rent .  Unless another time shall be herein expressly provided for the payment of Additional Rent, the same shall be due and payable within fifteen (15) days of demand therefor, and Landlord shall have the same remedies for failure to pay Additional Rent as for non-payment of Base Rent.

SECTION 4.8       Partial Payment .  No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the full Rents due 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, treat such partial payment as a default or pursue any remedy provided in this Lease or at law or in equity.  If at any time Tenant shall pay Landlord less than the full amount of such Rents then due, Landlord shall have the right to apply such payment to any item or items of Rents that Landlord, in its discretion, deems appropriate.

SECTION 4.9       Late Charge .  If any payment of Rent is not received by Landlord within ten (10) days after the due date thereof, Tenant shall pay to Landlord, as Additional Rent, a late charge (the " Late Charge ") of five cents ($.05) for each dollar so overdue to defray Landlord's administrative costs in handling such late payment.  Acceptance of the Late Charge by Landlord shall not cure or waive Tenant's default, nor prevent Landlord from exercising, before or after such acceptance, any of the remedies for a default provided by this Lease, at law or in equity.

SECTION 5.1       Tax and Operating Expense Definitions .

5.1.1   " Tax Year " means a period of twelve (12) consecutive full calendar months, the first full Tax Year to commence on the July 1 immediately following the Term Commencement Date (or on the Term Commencement Date if the Term Commencement Date is July 1), with each succeeding Tax Year commencing on the anniversary date of such first Tax Year.  Any portion of the Lease Term that is less than a full Tax Year, that is, from the Term Commencement Date (if other than July 1) through the following June 30 and from the last July 1 falling within the Lease Term to the end of the Lease Term (if the Lease Term does not end on June 30), shall be deemed a " Partial Tax Year ".  Any reference in this Lease to a Tax Year shall, unless the context expressly indicates otherwise, be deemed to be a reference to a Partial Tax Year if the period in question involves a Partial Tax Year.

5.1.2   " Taxes ", for any Tax Year, means the aggregate amount of all (a) real property taxes imposed by The City of New York which shall during such Tax Year be levied, assessed, imposed, or become due and payable, or liens upon, or arise in connection with, the use, occupancy or possession of the Building (but excluding (i) any interest, late payment charges or penalties payable by Landlord as a result of the late payment of Taxes and (ii) any discounts received by Landlord as a result of the early payment of Taxes), (b) assessments made upon or with respect to any "air" and "development" rights affecting the Building and its appurtenant interests, (c) general or specific assessments and other taxes, governmental impositions, duties, charges and levies of every kind, character and nature whatsoever, extraordinary and ordinary, foreseen and unforeseen, which shall during such Tax Year be levied, assessed, imposed, or become due and payable, or liens upon, or arise in connection with, the use, occupancy or possession of the Building, (d) except in the case of the calculation of Base Taxes, expenses incurred by Landlord, including attorneys' fees and disbursements, payments to appraisers and fees to experts and other witnesses in contesting any of the items referred to in clauses (a), (b) and (c) above in respect of such Tax Year regardless of when such expenses are actually incurred, and (e) Landlord's share of any fee, tax or charge imposed for such Tax Year by any governmental authority for any vaults, vault space or other properties within or outside the boundaries of the land underlying the Building.  Nothing in the preceding sentence shall be construed to include as Taxes any inheritance, estate, succession, transfer, gift, franchise, corporation, excise, income or profit tax or capital levy that is imposed upon Landlord.  If, however, at any time during the Lease Term the methods of taxation prevailing on the date hereof shall be altered so that in lieu of, or as a substitute for, the whole or any part of the Taxes now levied, assessed or imposed on real estate or upon Landlord with respect to the Building, the Premises or the land underlying the Building there shall be levied, assessed or imposed any other tax, fee, charge, imposition or assessment, however denominated, including (i) a tax on the rents received from such real estate, (ii) a license fee measured by the rents receivable by Landlord from the Building, (iii) a tax or license fee imposed upon Landlord that is otherwise measured by, or based upon, the Building or the Premises or (iv) a payment in lieu of taxes, then such other tax, fee, charge, imposition or assessment, computed as if the amount of such tax, fee, charge imposition or assessment so payable was that which would be due if the Building or the Premises were the only property of Landlord subject thereto, shall be included in Taxes.  If Landlord has the option of paying any special assessment which constitutes a portion of Taxes in installments, Landlord shall exercise such option, and only the installments payable during Tax Year shall be included in Taxes for such Tax Year.

5.1.3   Intentionally Omitted .

5.1.4   " Lease Year " means any full calendar year falling within the Lease Term and " Partial Lease Year " means any partial calendar year at the beginning or end of the Lease Term.  Any reference in this Lease to a Lease Year shall, unless the context clearly indicates otherwise, be deemed to be a reference to a Partial Lease Year if the period in question involves a Partial Lease Year.

5.1.5   " Operating Expenses " for any Lease Year, means the aggregate of all costs, expenses and disbursements of every kind and nature paid or incurred during such Lease Year by or on behalf of Landlord or its agent or any contractor employed by or on behalf of Landlord with respect to the operation, repair, cleaning, maintenance, management and security of the Building.

5.1.5.1   Operating Expenses - Inclusions .  Without in any way limiting the generality of Section 5.1.5 , Operating Expenses shall include the following:

(a)   salaries, wages, fringe benefits of every kind and nature, bonuses and the cost of any hospitalization, medical, surgical, workers' compensation, union and general welfare, pension, retirement or life insurance plans, disability or other benefits imposed by law or otherwise with respect to employees and social security, unemployment and other payroll taxes (including any other benefit or expense that is customary for workers in first-class midtown Manhattan office buildings) relating to the employees of Landlord or its agents or contractors engaged in the operation, repair, cleaning, maintenance, management and security of the Building; provided , that if any such employees of Landlord or its agents provide services for more than one building of Landlord, then a prorated portion of their wages, benefits and taxes shall be included in Operating Expenses, based on the portion of their working time devoted to the Building;

(b)   the cost of gas, steam or other fuel (other than electricity); operation of elevators and security systems; heating, cooling, air conditioning and ventilating; chilled water; hot and cold water; sewer and other utilities (other than electricity); utility taxes, water rates and charges and sewer rental;

(c)   the cost of painting, security (including uniforms) and other services and replacement of tubes, bulbs, lamps and ballasts required for building standard lighting located in or about the Building, except areas of the Building that are leased or available for leasing to tenants;

(d)   the cost of all appropriate insurance, including workers' compensation, property, casualty, liability and fidelity insurance and the fees and charges of insurance consultants;

(e)   the cost of repairs to, and maintenance of, the Building and Building Equipment;

(f)   the cost of interior and exterior landscaping;

(g)   the cost of building and cleaning goods, supplies and equipment;

(h)   the cost for, or rental charges of (including interest charges paid by, or allocable to, Landlord), machinery, equipment, tools, maintenance facilities or systems used in the operation, safety, repairing, cleaning, maintenance, management and security of the Building, and any sales and other taxes thereon;

(i)   the cost of uniforms and dry cleaning;

(j)   management fees, or if no management fee is being charged, an amount not in excess of the amount that would be paid for managing a similar first-class mid-town Manhattan office building;

(k)   fees and charges payable under service agreements on equipment;

(l)   telephone, telegraph, telecopy (or other telecommunication) costs incurred by Landlord or its agents with respect to the operation, safety, repair, cleaning, maintenance, management and security of the Building;

(m)   legal, accounting, consulting and professional fees and disbursements incurred in connection with the operation and management of the Building;

(n)   following the Operating Expenses Base Period, costs of capital improvements to the Building or its facilities and the systems of each that are intended in good faith to reduce Operating Expenses or that are required by law (whether or not such law is mandatory) (to the extent the cost of such capital improvement is required to be capitalized for federal income tax purposes, such cost shall be amortized on a straight-line basis over the shortest useful life of such capital improvement but not in excess of ten (10) years, and in each of the Lease Years during which such cost is so amortized, the annual amortization, together with interest charges paid by Landlord thereon or, in the absence of actual interest, imputed interest thereon at the Interest Rate, shall be included in Operating Expenses);

(o)   fees for and costs of licenses, permits and inspections for the Building;

(p)   depreciation on personal property, tools and moveable equipment used in the operation, safety, repair, cleaning, maintenance, management or security of the Building or provided by Landlord for the use or benefit of lessees or occupants, including window coverings and carpeting in public corridors;

(q)   costs of contesting the validity or applicability of any law if a successful contest is likely to reduce Operating Expenses or Taxes;

(r)   those taxes, duties, charges, levies and assessments that are expended as a part of the Building's operation, repair, maintenance, management and security, but that are not included within Taxes, such as sales, use and utility taxes;

(s)   all expenses and costs incurred by Landlord (other than for capital improvements, which are covered by Clause (n) of this Section 5.1.5.1 ) as a result of or in order to comply with applicable laws, including laws pertaining to energy or natural resource conservation or environmental protection (such as the costs of securing alternative sources of utilities, energy or other products or services and the costs of making the Building or the Premises compatible with the use of such alternative sources);

(t)   all charges, taxes, surcharges or assessments imposed by any governmental or quasi-governmental agency or public utility as a means of conserving or controlling the consumption of water, gas, electricity, energy sources or products, natural resources or other products or services; and

(u)   the costs of directory maintenance.

5.1.5.2   Operating Expenses - Exclusions .  The term Operating Expenses excludes:

(a)   expenses relating to leasing space in the Building (including tenant improvements, leasing commissions and advertising expenses);

(b)   legal fees and disbursements incurred for collection of tenant accounts, or negotiation of leases, or relating to disputes between Landlord and other lessees and occupants of the Building;

(c)   the cost of electricity and other utilities and services furnished directly to the Premises or to space leased to other lessees and occupants of the Building;

(d)   the cost of repairs or replacements incurred by reason of fire or other casualty or condemnation to the extent to which Landlord has actually received compensation therefor through proceeds of insurance or condemnation awards;

(e)   expenditures for refinancing and for mortgage debt service;

(f)   Taxes and income taxes, excess profits taxes, franchise taxes and other business taxes imposed on Landlord;

(g)   depreciation (other than on personal property, tools and moveable equipment as described in Clause (p) of Section 5.1.5.1 );

(h)   telephone, telegraph, telecopy (or other telecommunication) costs incurred by lessees and occupants of the Building (except to the extent provided in Clause (l) of Section 5.1.5.1 );

(i)   costs and expenses otherwise includable in Operating Expenses, to the extent that Landlord is reimbursed from other sources for such costs and expenses;

(j)   salaries, wages and fringe benefits of ever kind and nature of executives above the grade of Building Manager; it being understood that the cost for any person who is performing the functions of Building Manager on an interim basis and the costs of training new Building Managers and their salaries, wages and fringe benefits during the training period shall be includable as Operating Expenses;

(k)   cleaning costs for tenant space in the Building, which are covered by Section 5.3 ;

(l)   Building Electric Costs, which are covered by Section 5.4 ;

(m)   the cost of capital improvements except to the extent provided in Section 5.1.5.1 ;

(n)   payments made by Landlord to a corporation or other entity affiliated with Landlord for goods and services includable in Operating Expenses to the extent that such payments exceed the amounts that would have been paid to independent third parties for goods and services of like kind;

(o)   ground rent, if any, or other similar payments made under a lease or sublease of the Building by Landlord;

(p)   rent, additional rent or other charges under any lease or sublease which is assumed by Landlord;

(q)   attorneys' fees and disbursements and other costs in connection with any judgment, settlement or arbitration resulting from any tort liability on the part of Landlord and the amount of such settlement, judgment or award, including any punitive damages assessed against Landlord;

(r)   the cost to Landlord of installing, maintaining and operating any special facility in the Building to the extent such facility is for use by the general public, such as an observatory, broadcasting facility, luncheon club, athletic club or recreational club;

(s)   fines, interest, late charges and penalties payable by Landlord resulting from noncompliance with laws;

(t)   the incremental cost of any services performed for other tenants of the Building which are not performed for Tenant;

(u)   interest, penalties and late charges incurred as a result of late payments made by Landlord;

(v)   accrued and unfunded pension benefits of employees of Landlord; and

(w)   any cost that would otherwise be includable as an Operating Expense to the extent that the same is reimbursed to Landlord by proceeds of insurance, condemnation award or by other parties (except pursuant to this Article 5 ).

5.1.6   " Base Operating Expenses " means the Operating Expenses for the Operating Expenses Base Period.

SECTION 5.2       Payment of Tenant's Share of Taxes and Operating Expenses .

5.2.1   Payment of Tenant's Share of Taxes .

5.2.1.1   Tax Payment and Tax Statement .  If Taxes for any Tax Year or Partial Tax Year shall exceed Base Taxes, Tenant shall pay to Landlord as Additional Rent, an amount equal to Tenant's Share of such excess in the manner set forth in this Section 5.2.1 .  For any Partial Tax Year in which the Lease Term shall commence or end, the Tax Payment (as hereinafter defined) for such Partial Tax Year shall be a prorated amount computed on a per diem basis.  At any time during or after the Lease Term, Landlord may render to Tenant a statement (the " Tax Statement ") showing (a) a comparison  of the Taxes for any given Tax Year with the Base Taxes (prior to the availability of the amount of the Base Taxes, such amount may be estimated by Landlord, subject to reconciliation when the actual amount of the Base Taxes becomes known) and (b) Tenant's Share of any such excess (the " Tax Payment " for such Tax Year).  Tenant shall pay to Landlord, in two (2) equal installments, in advance on June 1 immediately preceding such Tax Year and December 1 of such Tax Year, the Tax Payment for such Tax Year shown on the Tax Statement.  If the taxing authority changes the number or amount of installments of Taxes or the dates on which Taxes are required to be paid, then the number, amounts or due dates of the installments of the Tax Payment shall be correspondingly revised so that the Tax Payment (or the installments thereof) shall be due on the later of (i) thirty (30) days prior to the date the corresponding payment is due to such authority or (ii) ten (10) days after Landlord's rendition of the applicable Tax Statement.  If any additional Taxes are imposed during any Tax Year or if any Tax Statement contains an error, Landlord may at any time deliver revised Tax Statements to Tenant.  If the Tax Payment reflected on such revised Tax Statement exceeds the Tax Payment reflected on the prior Tax Statement furnished to Tenant under this Section 5.2.1.1 for such Tax Year, Tenant shall pay such excess to Landlord within fifteen (15) days of receipt of such revised Tax Statement.  If the Tax Payment reflected on the prior Tax Statement furnished to Tenant exceeds the Tax Payment reflected on the revised Tax Statement, Landlord, at its option, shall pay to Tenant the amount of such excess or credit the amount of such excess to the next installments of Base Rent payable under this Lease.  Landlord's failure to render a Tax Statement during any Tax Year or failure to make a demand under this Section 5.2.1 shall not prejudice Landlord's right to render a Tax Statement with respect to such Tax Year during any subsequent Tax Year or with respect to any subsequent Tax Year, and shall not eliminate or reduce Tenant's obligation to pay the Tax Payment for such Tax Year or act as a waiver of any kind, provided that Landlord's right to render a revised Tax Statement for any Tax Year shall expire two (2) years after the end of the Tax Year in question.  Whenever so requested, Landlord shall furnish Tenant with a reproduced copy of the tax bill and any revised tax bill for the Taxes for the current or next preceding Tax Year.

5.2.1.2   Adjustments of Tax Payment .

(a)   If Landlord shall receive a refund of any portion of the Taxes for a Tax Year and such refund is not reflected on the most recent Tax Statement issued for such Tax Year (the " Most Recent Tax Statement "), then, regardless of whether this Lease shall have terminated, Landlord shall recompute the Tax Payment for such Tax Year (taking into account the refund and any expenses actually incurred in obtaining the same that are properly includable in Taxes under Section 5.1.2 ), furnish Tenant with an adjusted Tax Statement (an " Adjusted Tax Statement ") reflecting such refund, and, within fifteen (15) days pay to Tenant the excess of the Tax Payment reflected on such Most Recent Tax Statement over the Tax Payment reflected on such Adjusted Tax Statement.

(b)   If, after a Tax Statement has been sent to Tenant, the assessed valuation used in computing the Base Taxes is reduced, then, regardless of whether this Lease shall have terminated, Landlord may recompute the Tax Payment for such Tax Year (using such lower amount to compute the Base Taxes) and furnish Tenant with an Adjusted Tax Statement reflecting such lower amount, and Tenant, within fifteen (15) days of its receipt of such Adjusted Tax Statement, shall pay to Landlord the excess of the Tax Payment reflected on such Adjusted Tax Statement over the Tax Payment reflected on such Tax Statement.

5.2.1.3   Miscellaneous Tax Matters .  Only Landlord shall be eligible to institute tax reduction or other proceedings to reduce the assessed valuation of the Building or contest any item comprising Taxes.  Landlord agrees, unless Tenant has consented to the contrary in writing, to institute tax reduction or other proceedings to reduce the assessed valuation of the Building for each Tax Year.  Tenant's liability for any Tax Payment due under this Section 5.2.1 shall survive the expiration or earlier termination of this Lease for a period of two (2) years.  In no event shall Base Rent ever be reduced by operation of any provisions of this Section 5.2.1 .

5.2.2   Payment of Tenant's Share of Operating Expenses .

5.2.2.1   Operating Payment and Operating Statement .   If Operating Expenses for any Lease Year or Partial Lease Year shall exceed the amount of Operating Expenses for the Operating Expenses Base Period, Tenant shall pay to Landlord as Additional Rent, an amount (the " Operating Payment ") equal to Tenant's Share of such excess in the manner set forth in this Section 5.2.2 .  For any Partial Lease Year, the Operating Payment with respect to such Partial Lease Year shall be a prorated amount computed on a per diem basis.

5.2.2.2   Miscellaneous Operating Expense Matters .

(a)   If after Tenant shall have made a payment of Additional Rent in respect of Operating Expenses and regardless of whether this Lease shall have terminated, Landlord shall receive a refund of any portion of the Operating Expenses on which such payment was based, Landlord shall pay to Tenant Tenant's Share of such net refund (after deduction of all expenses incurred by Landlord in connection with obtaining the refund) within fifteen (15) days after receipt thereof or, at its option, credit Tenant's Share of any such net refund to the next installments of Base Rent payable under this Lease.  Tenant's liability for the Additional Rent in respect of Operating Expenses due under this Section 5.2.2 shall survive the expiration or earlier termination of this Lease.  In no event shall the Base Rent ever be reduced by the operation of any provision of this Section 5.2.2.

(b)   If during all or part of any Lease Year (including the Operating Expenses Base Period) (a) less than all of the leasable space of the Building is occupied by tenants or occupants and/or (b) a tenant or occupant of any leasable space of the Building undertakes to perform work or services therein in lieu of having Landlord perform the same and the cost thereof would have been included in Operating Expenses, the Operating Expenses for such Lease Year shall be increased to reflect the Operating Expenses that would have been payable had the Building been fully occupied throughout such Lease Year or had Landlord performed such work or services.  If during any Lease Year Landlord shall achieve a reduction in Operating Expenses through the reduction of personnel or the elimination of other fixed costs, then, for purposes of calculating the Operating Payment for such Lease Year and all subsequent Lease Years to which such reduction is applicable, a comparable reduction shall be made in the Operating Expenses for the Operating Expenses Base Period.

5.2.3   Tenant's Objection to Tax Statement or Operating Statement .  Any Tax Statement or Operating Statement shall be conclusively binding upon Tenant unless (a) Tenant shall send Landlord a notice within one hundred twenty (120) days of receipt thereof, stating that Tenant objects to Landlord's determination therein of (i) the Tax Payment or (ii) the Operating Payment, and specifying in general terms the reasons for such objection and further stating that Tenant desires to make the examination permitted by this Section 5.2.3 , and (b) within forty five (45) days after the notice referred to in clause (a) above, Tenant shall give Landlord a notice that it still disputes Landlord's determination of such Tax Payment or Operating Payment, as the case may be, specifying with reference to the particular books and records of Landlord, the particular respects in which such Tax Statement or Operating Statement is claimed to be inaccurate, and requesting that the dispute be resolved by arbitration pursuant to Section 5.2.4 .

5.2.4   Arbitration .  Any dispute under Section 5.2.3 which cannot be resolved by negotiations between the parties shall be determined by arbitration conducted in New York, New York in accordance with the rules of the American Arbitration Association (or its successor) by a panel of three (3) arbitrators, designated in accordance with the provisions of the next sentence, each of whom shall be an independent certified public accountant.  Tenant shall designate an arbitrator meeting the foregoing requirements in its written notice requesting arbitration made pursuant to Section 5.2.3 .  Landlord shall, by written notice to Tenant, designate a second arbitrator meeting the foregoing requirements within thirty (30) days after receipt of Tenant's notice.  Within thirty (30) days after Landlord's notice to Tenant, the two arbitrators so designated shall select the third arbitrator, who shall also meet the requirements set forth in the second immediately preceding sentence, and if they do not do so, the third arbitrator shall be selected by the American Arbitration Association.  Landlord and Tenant shall execute all documents and do all other things necessary to submit the dispute to arbitration pursuant to this Section.  A judgment or order may be entered in any court of competent jurisdiction based upon an arbitration award made in an arbitration pursuant to this Section.  The costs and expenses of arbitration shall be shared equally by Landlord and Tenant, but each party shall be responsible for its own costs and expenses and the fees and expenses of its own witnesses and counsel and the arbitrator designated by it.  The arbitrators shall have the right to consult experts in the matter under arbitration; provided , that any such consultation shall be made only after twenty (20) days' prior notice to the Landlord and Tenant and only in their presence, with full right on their part to cross-examine such experts.  The arbitrators' decision and award shall be in writing and counterpart copies thereof shall be delivered to Landlord and Tenant.  In rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of this Lease.

SECTION 5.3       Payment of Tenant's Share of Cleaning Cost .

5.3.1   Cleaning Cost Definitions .

5.3.1.1   " Base Labor Rate " shall mean the Labor Rate as of January 1, 2009 as contained in the agreement between the Realty Advisory Board on Labor Relations, Inc. and Local 32B-32J of the Building Service Employees International Union AFL-CIO, which Base Labor Rate shall not be changed in the event of any change hereafter made in such agreement with respect to the Labor Rate as of January 1, 2009 nor affected by any cost of living adjustments provided for in such agreement.

5.3.1.2   " Cleaning Cost Factor " shall mean $1,210,000.00.

5.3.1.3     " Labor Rate " shall mean the average hourly cost, inclusive of allocations and apportionments of taxes and fringe benefits incident, applicable, allocable or reasonably related thereto, for an hour's work by a porter engaged to work full time, based on the minimum regular hourly wage rate for such employment, including the amount of any sales taxes assessed with respect to such wages and paid by Landlord if Landlord retains an independent contractor to provide cleaning services, determined as follows:

(a)   The minimum regular hourly wage shall be the rate for employment of porters in Class A office buildings from time to time established by agreement between the Realty Advisory Board on Labor Relations, Inc. and Local 32B-32J of the Building Service Employees International Union AFL-CIO or by the successors to either or both of them, which rate shall be used in computations under this Section 5.3 whether or not porters' wages are actually paid by or for Landlord or by independent contractors who furnish such services to the Building.

(b)   The term " porters " shall mean that classification of employee engaged in the general maintenance and operation of office buildings most nearly comparable to that classification now applicable to porters in the agreement currently in force with such Local 32B-32J (which classification is presently termed "others" in such agreement).

(c)   The term " fringe benefits " shall mean all fringe benefits, including, without limitation, amounts for, allocable to or attributable to:  pensions and welfare funds; vacations, holidays, sick days, birthdays, jury duty, medical checkup, lunch hours, relief time, "personal" days and other paid time off; bonuses; and social security, unemployment, disability benefits, health, life, accident, workmen's compensation and other types of insurance.  If length of service shall be a factor in determining any element of fringe benefits, it shall be conclusively presumed that all employees have completed one (1) year of service on the first day of the calendar year in which this Lease was signed, plus one (1) additional year of service as of the first day of each subsequent calendar year during the Lease Term.

5.3.2   Cleaning Cost Payment .

(a)   If the Labor Rate in effect on the first day of any Lease Year shall exceed the Base Labor Rate, Tenant shall pay as Additional Rent for such Lease Year an amount (the " Cleaning Cost Payment ") equal to Tenant's Share of the product obtained by multiplying the Cleaning Cost Factor by a fraction, the numerator of which is the Labor Rate in effect on the first day of such Lease Year less the Base Labor Rate, and the denominator of which is the Base Labor Rate.

(b)   Promptly after the start of each Lease Year Landlord shall furnish to Tenant a statement setting forth the Cleaning Cost Payment for such Lease Year.

(c)   Tenant's obligation to pay the Cleaning Cost Payment shall accrue as of the first day of the relevant Lease Year, and the Cleaning Cost Payment shall be payable in twelve (12) equal monthly installments, in advance, on the first day of each month during such Lease Year; provided , however , that:  (i) until the first day of the month following the month in which Landlord's statement regarding the Cleaning Cost Payment is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to one-twelfth (1/12) of the Cleaning Cost Payment for the preceding Lease Year; and (ii) within fifteen (15) days after such Landlord's statement is furnished to Tenant, Tenant shall pay to Landlord any deficiency in the Cleaning Cost Payment, or if there shall have been an overpayment, Landlord shall credit the amount thereof against the next succeeding installments of Base Rent, except that, if there are no further installments of Base Rent due under this Lease, Landlord shall pay the amount of the overpayment to Tenant within fifteen (15) days.  In the event that the Labor Rate shall be changed during a Lease Year, an appropriate adjustment in the Cleaning Cost Payment shall be made by Landlord in an additional statement, the monthly installments thereof shall be appropriately adjusted effective as of the effective date of such change, and, within five (5) days after such additional statement is furnished to Tenant, Tenant shall pay to Landlord any deficiency in prior payments of such monthly installments.

SECTION 5.4       Building Electricity Costs .

(a)   Tenant shall pay to Landlord monthly as Additional Rent, Tenant's Share of Building Electricity Costs in accordance with this Section 5.4 .  The term " Building Electricity Costs " shall mean all amounts payable by Landlord to the public utility or other entity supplying electricity to the Building with respect to all electricity purchased by Landlord for the Building.  There shall be excluded from Building Electricity Costs the cost of any electricity supplied to areas leased by Tenant or other tenants or occupants of the Building, including the cost of the electricity supplied to Tenant or other tenants or occupants of the Building, if Landlord shall be supplying such electricity on a submetering basis pursuant to Section 6.1.1.2 .

(b)   For each month during the Lease Term, Tenant shall pay to Landlord an amount equal to Tenant's Share of Building Electricity Costs.  The aforesaid monthly payments shall be made on the first day of each month during the Lease Term and shall be based, in the first instance, on reasonable estimates of Building Electricity Costs which shall be prepared by Landlord and set forth in a statement delivered to Tenant.  Thereafter, such payments shall be adjusted from time to time so as to reflect changes in Landlord's estimates of the Building Electricity Costs.  After the end of each Lease Year, Landlord shall furnish to Tenant a statement showing Tenant's Share of the Building Electricity Costs for such Lease Year.  Within five (5) days after such statement is furnished to Tenant, Tenant shall pay any deficiency in Tenant's prior payments during such Lease Year in respect of Tenant's Share of such Building Electricity Costs, or if there shall have been an overpayment, Landlord shall credit the amount thereof against the next succeeding installments of Base Rent, except that, if there are no further installments of Base Rent due under this Lease, Landlord shall pay the amount of the overpayment to Tenant within fifteen (15) days.

(c)   If during all or any part of any Lease Year less than all of the leasable space of the Building is occupied by tenants and/or occupants, the amount of the Building Electricity Costs for such Lease Year shall be increased to reflect the Building Electricity Costs that would have been payable had the Building been fully occupied throughout such Lease Year.

(d)   Landlord represents that the Building Electricity Costs for the year 2007 were $2.40 per rentable square foot per annum.

SECTION 6.1       Electricity .

6.1.1   Method For Providing Electricity .  On and immediately after the Term Commencement Date, electricity shall be supplied to the Premises in accordance with the provisions of Section 6.1.1.1 .  At any time during the Lease Term, provided it is then not permissible under applicable laws or the requirements of the New York State Public Service Commission to furnish electricity on a direct supply basis, Landlord may have electricity supplied to the Premises in accordance with Section 6.1.1.2 during the period of such impermissibility.

6.1.1.1   Direct Supply .   During any period in which electricity is furnished to the Premises pursuant to this Section 6.1.1.1 , Tenant shall arrange to obtain electrical energy from the utility company furnishing electrical energy to the Building.  The costs of such service shall be paid by Tenant directly to such utility company, and a default by Tenant in the timely payment of any bill or charge of such utility company shall be deemed a default by Tenant under this Lease.  Subject to the provisions of Sections 6.1.2 , 6.1.3 , and 6.1.4 , and Article 8 , Landlord shall permit Tenant to bring electrical energy into the Premises through feeders, risers, wiring and other electrical facilities presently installed in the Building for Tenant's reasonable use of lighting, personal computers, copiers, normal office equipment and other low energy consuming appliances, and for Tenant's use of such other machines and equipment as Landlord may reasonably permit to be installed in the Premises.  Landlord shall permit such feeders, risers, wiring and other electrical facilities serving the Premises to be used by Tenant to the extent available, suitable and safe.  Tenant shall utilize the existing electric meter in the Premises to measure its consumption of electricity.  Landlord represent that on the Term Commencement Date, the electric meter is in good working order.  Tenant shall bear the cost of the repair and maintenance of the existing electric meter throughout the Lease Term.

6.1.1.2   Submetering .  During any period in which Landlord furnishes electricity to the Premises in accordance with this Section 6.1.1.2 by submetering, Tenant shall purchase from Landlord, or from a meter company designated by Landlord, all electricity consumed in the Premises and shall pay to Landlord or the meter company, as Additional Rent, the amounts for electricity consumed (the " Electricity Additional Rent ") determined by a meter or meters (measuring both consumption and demand) and related equipment installed (or, if existing, retrofitted) by Landlord in accordance with Landlord's specifications at Landlord's expense.  Tenant, at its expense, shall keep the meter and related equipment in good working order and repair.  Tenant shall purchase the electricity from Landlord or the meter company at the rate (" Landlord's Rate ") paid by Landlord to the utility company furnishing electricity to the Premises plus an amount equal to five percent (5%) of the charge therefor for Landlord's overhead and supervision.  Bills therefor shall be rendered at such times as Landlord may elect, but not more frequently than monthly, and the amount of the Electricity Additional Rent shall be deemed to be Additional Rent payable by Tenant within fifteen (15) days after such bill is rendered.  In determining Landlord's Rate, Landlord may take into account rates (including time of day and seasonal rate differentials), changes in the method of delivery of electric current to the Building, kilowatt hours of energy charges, kilowatts of demand charges, fuel adjustment charges (as determined for each month of such period and not averaged), rate adjustment charges, transfer adjustment charges, utility taxes, sales taxes and/or any other factors used by the utility company in computing its charges to Landlord or applied to the kilowatt hours of energy and the kilowatts of demand purchased by Landlord during a given billing period.  In no event shall the Electricity Additional Rent for submetered electricity supplied to the Premises be less than Landlord's actual cost to purchase and distribute such electricity.  If Tenant shall consume electricity prior to the installation or retrofitting of meters in the Premises, then Tenant agrees to pay Landlord for electricity at a rate equal to the product of the Initial Electric Inclusion Factor multiplied by the number of square feet of Rentable Area per annum until such time as said meters are installed.  Landlord shall promptly install or retrofit the meters which will serve the Premises.  The " Initial Electric Inclusion Factor " shall, as of any given date, be equal to the product of Three and 50/100 Dollars ($3.50) multiplied by a fraction, the numerator of which is Landlord's actual average cost per unit of electrical power as of such date, and the denominator of which is Landlord's actual average cost per unit of electrical power as of the Lease Date.  If any Tax is imposed upon the Electricity Additional Rent received by Landlord from the sale or resale of electricity to Tenant, Tenant agrees that, to the extent permitted by law, Tenant shall reimburse such taxes to Landlord.

6.1.1.3   Rent Inclusion .   In the event that, at any time during the Lease Term, it is not permissible for Landlord to furnish electricity on either a direct supply basis pursuant to Section 6.1.1.1 or a submetering basis pursuant to Section 6.1.1.2 , Landlord may furnish electricity on a survey/rent inclusion basis in accordance with such terms and conditions as shall be adopted by Landlord and advised in writing to Tenant.

6.1.2   Capacity; Additional Electrical Power and Equipment .

6.1.2.1   Capacity .  Landlord shall make available to the Premises six (6) watts (demand load) of electrical energy  per useable square foot of the Premises.  Tenant covenants that (a) its use of electricity will not exceed (i) the amount furnished to the Premises pursuant to the provisions of this Section 6.1.2.1 , as the same may be adjusted pursuant to the provisions of this Article 6 and (b) it will not use any electrical equipment that, in Landlord's reasonable judgment, is likely to overload such installations or interfere with the use thereof by other tenants and occupants of the Building.

6.1.2.2   Additional Electrical Power and Equipment .

(a)   If Tenant requests electricity in addition to that then being supplied by Landlord, and if and to the extent such additional electricity is available for use by Tenant without resulting in (i) material alterations in the Building or Building systems (or if alterations are required but the provisions of clause (b) of this Section 6.1.2.2 apply) or (ii) an allocation to Tenant of a disproportionate amount of available electricity, and Tenant is not in default hereunder, then Landlord shall connect such additional electricity to the Premises, and Tenant agrees to pay Landlord a connection charge in the amount of $0.20 per watt per annum (payable monthly during the balance of the Lease Term) for the additional watts of electricity so supplied to the Premises, and the actual cost of installing any additional equipment, installations or appurtenances necessary to provide such additional power in the Premises or the Building, plus an administrative charge of five percent (5%) of the amount thereof (payable within fifteen (15) days after demand therefor).

(b)   If Tenant shall request additional electricity for use in the Premises in excess of the quantity being previously supplied to the Premises, the conditions of clause (a) of this Section 6.1.2.2 have been met, and if, in Landlord's reasonable judgment, such excess requirements cannot be furnished unless additional risers, conduits, feeders, wiring, cables, transformers, switches, switchboards and/or related equipment, installations or appurtenances are installed in the Premises or the Building, Landlord, upon written request of Tenant, shall, if Tenant is not in default hereunder, to the extent that such excess requirements may, in Landlord's reasonable opinion, be practically and safely met without undue interference with the use and occupancy of other tenants and occupants and otherwise subject to the conditions of Section 6.1.4 , proceed (or at Landlord's option, permit an electrical contractor satisfactory to Landlord to proceed) with reasonable diligence to install such additional risers, conduits, feeders, wiring, cables, transformers, switches, switchboards and/or related equipment, installations or appurtenances, provided the same and the use thereof (i) shall not cause permanent damage to the Building or the Premises, (ii) shall not create a dangerous condition or entail unreasonable alterations or unreasonably interfere with or disturb other tenants or occupants of the Building, (iii) shall not increase the premiums for any fire insurance on the Building, (iv) shall be allowed by the utility company servicing the Building and/or the Premises and (v) shall comply with applicable laws.  Tenant shall pay all costs and expenses actually incurred by Landlord in connection with such installation, plus a charge of five percent (5%) of the amount thereof within fifteen (15) days after demand therefor.

6.1.3   Consent to Electrical Alterations .  Tenant shall not make any alteration of, or addition to, the electrical  equipment or wiring in the Premises, except in compliance with the provisions of Article 8 .  If, in Landlord's reasonable judgment, any Tenant installation overloads any risers, conduits, feeders, transformers, cables, switches, meters, switchboards or other installations in the Building, including any of the foregoing used by any utility company to supply electricity to the Building, Landlord, at its option, may either require the discontinuance of use of such installation, or, to the extent available, at Tenant's sole cost and expense, provide and install in conformity with applicable laws and this Lease additional risers, conduits, feeders, transformers, cables, switches, meters, switchboards or installations that may be necessary; but no risers, conduits, feeders, transformers, cables, switches, meters, switchboards or installations may be installed without Tenant first submitting plans for Tenant's proposed electrical alteration or addition and otherwise complying with Article 8 .

(a)   Requirements Applicable to Tenant .  Tenant shall at all times comply with the rules, regulations, tariffs, terms and conditions applicable to service, equipment and wiring and other requirements of the utility company supplying electricity to the Building.

(b)   Failure of Supply .  Landlord shall not be liable to Tenant for any loss, damage or expense that Tenant may incur by reason of any failure or defect in the supply or character of electricity furnished to the Premises for any reason, except for any actual damages incurred by Tenant as a result of the gross negligence or willful misconduct of Landlord, and then only after actual notice thereof to Landlord and Landlord's failure to cure within a reasonable time, not to exceed five (5) Business Days.  In no event shall Landlord be liable to Tenant or any other Person for indirect, consequential or punitive damages.

(c)   Replacement Lighting .  If requested by Tenant, Landlord or its designee shall furnish and install all replacement lighting, tubes, lamps, starters, bulbs and ballasts required in the Premises, and Tenant shall pay to Landlord or its designee upon demand the then established charges therefor as Additional Rent.

SECTION 6.2       Water .  Landlord shall provide water to a point or points at or near the Premises for the core lavatory, the core water cooler and customary pantry use only.  If Tenant shall use water for other purposes, Tenant shall install a water meter to measure Tenant's water consumption in the Premises for all purposes other than the core lavatory, core water cooler and pantry usage.  Tenant shall pay for the cost of the meter and the installation thereof.  Throughout the Lease Term, Tenant shall keep the meter in good working order and repair at Tenant's cost and expense.  Tenant shall pay for water consumed as shown on the meter, at a rate of 115% of Landlord's cost thereof, within ten (10) days after bills are rendered, and, on default in making such payment, Landlord may pay such charges and collect the same from Tenant as Additional Rent.  Tenant shall pay the sewer rent or charge or any other tax, rent, levy or charge, based upon readings of the meter, now or hereafter assessed, imposed or that may become a lien upon the Premises or the Building pursuant to any laws or regulations relating to the use, consumption, maintenance or supply of water, the water system or the sewage connection or system.

(a)   Failure of Water Supply .  Landlord shall not be liable or responsible to Tenant for any loss, damage or expense that Tenant may sustain or incur by reason of any failure, inadequacy or defect in the character, quantity, quality or supply of water furnished to the Premises or the Building except for actual damage suffered by Tenant by reason of any such failure, inadequacy or defect resulting from the gross negligence or willful misconduct of Landlord, and then only after actual notice thereof to Landlord and Landlord's failure to cure within a reasonable time.  In no event shall Landlord be liable to Tenant or any other Person for indirect, consequential or punitive damages.

SECTION 6.3       Elevators and Cleaning .

6.3.1   Elevators .

(a)   Landlord shall provide non-exclusive passenger elevator service during Business Hours and non-exclusive freight elevator service on Business Days from 9:00 a.m. to noon and from 1:00 p.m. to 4:00 p.m. and have at least one passenger elevator capable of servicing the Premises subject to call at all other times.

(b)   During all times other than Business Hours, upon reasonable advance notice from Tenant and subject to maintenance and security concerns and requests of other Building tenants or occupants received prior to Tenant's request, Tenant shall be entitled to reserve a freight elevator with an operator for the exclusive use of Tenant for a reasonable period of time, but not for more than eight (8) hours in any twenty-four (24) hour period (other than during Tenant's move into, and move out of, the Premises).  Tenant shall pay Landlord as Additional Rent the reasonable charges that Landlord may from time to time establish for such reserved exclusive use of the freight elevator at times other than Business Hours.  As of the Lease Date, Landlord's charge for freight elevator usage at times other than Business Hours is $276.00 per hour (including security guard), with a four (4) hour minimum on Non-Business Days.  Notwithstanding the foregoing, Tenant shall be entitled to twenty (20) hours of freight elevator usage at times other than Business Hours without charge for its move-in to the Premises.

6.3.2   Cleaning and Extermination .

(a)   Landlord shall provide office and exterior window cleaning services, provided the Premises are kept in order by Tenant, and remove Tenant's ordinary office refuse and rubbish to a designated area for carting, substantially as set forth in the Cleaning Specifications attached hereto as Exhibit "B" .  Landlord shall not be required to provide janitorial service for portions of the Premises used for storage, food service or consumption, vending, pantry or private lavatory use.

(b)   Landlord, its cleaning contractor and their employees shall have access to the Premises on Business Days after 5:00 p.m. and before 8:00 a.m. and at other times on days other than Business Days and shall have the right to use, without charge therefor, all light, electricity and water in the Premises reasonably required to clean the Premises.

(c)   If Tenant shall require any janitorial services that are not covered by the Cleaning Specifications set forth in Exhibit "B" , Landlord shall use its reasonable efforts to cause its cleaning contractor to provide directly to Tenant such additional services (the " Additional Services ") as Tenant may request.  If such cleaning contractor shall be unwilling to deal with and/or bill Tenant directly, Landlord shall arrange for the Additional Services (or so much thereof as the contractor is willing to provide) on Tenant's behalf and Tenant shall pay to Landlord the charge therefor.  Bills therefor shall be rendered at such times as Landlord may elect, and such amounts shall be deemed Additional Rent payable within five (5) days after such bill is rendered.

(d)   Tenant shall, at its own cost and expense, have the Premises exterminated from time to time as needed.  However, notwithstanding the foregoing, if Landlord in its reasonable judgment determines at any time that extermination of the Premises is required, Landlord may arrange to have the Premises exterminated and may then charge Tenant for the reasonable cost thereof.  Tenant shall pay any invoices for extermination services within ten (10) days after the rendering thereof or, if Landlord shall include such cost in its monthly Rent statements, such cost shall be paid together with the monthly Rent for the applicable month.

SECTION 6.4       Heating and Air Conditioning .  Subject to Section 6.5 , Landlord shall furnish heat, ventilation and air conditioning (" HVAC ") to the Premises for the reasonably comfortable occupancy of the Premises (a) during Business Hours and on Saturdays from 8:00 a.m. to 1:00 p.m. without charge and (b) at other times upon Tenant's request, subject to the terms and at then established rates and charges as set forth in Exhibit "C" attached hereto.   The HVAC system referred to in this Section 6.4 shall be capable of providing interior conditions of 72ºF dry bulb when outside conditions are 0ºF dry bulb and inside conditions of 78ºF dry bulb and 50% relative humidity when outside conditions are 95ºF dry bulb and 75ºF wet bulb and shall be capable of providing fresh air in quantities not less than 0.15 cubic feet per minute per net usable square foot for space in the Premises.  Landlord represents to Tenant that the foregoing Building HVAC specifications are the same as the Building HVAC specifications set forth in the Lease, dated May 20, 1997, between Landlord and Credit Suisse First Boston (n/k/a Credit Suisse).  The foregoing design conditions shall be based upon an electrical load not to exceed three (3) watts (demand load) average per square foot of net usable area of the Premises for all purposes, including lighting and power.  Tenant shall utilize the supplemental air conditioning units that presently exist in the Premises which have a three (3) ton capacity in the aggregate.  Landlord agrees, at Tenant’s request made within a period of eighteen (18) months after the Term Commencement Date, to make available to the Premises up to an additional ten (10) tons of condenser water for Tenant’s supplementary air conditioning.  In addition to the foregoing, Landlord agrees, at Tenant's request, to make available to the Premises a reasonable quantity of additional condenser water for Tenant's supplementary air conditioning, provided , that, at the time of Tenant's request therefor, Landlord has uncommitted condenser water in the quantity requested by Tenant.  The cost of condenser water furnished to the Premises shall be at the standard rates established from time to time by Landlord for such service and shall be paid by Tenant to Landlord on a monthly basis.  As of the Lease Date, the rate being charged by Landlord for condenser water is $1,100.00 per ton per year.  Tenant shall, throughout the Lease Term, utilize the aforesaid three (3) tons of supplemental air conditioning presently available in the Premises and shall pay for condenser water therefor in accordance with this Section 6.4 .  There shall be no hook-up fee applicable to the condenser water for the existing supplemental air conditioning units.

SECTION 6.5       Cooperation .  Tenant shall fully cooperate with Landlord and abide by the Rules and Regulations that Landlord may prescribe for the proper functioning and protection of the heating, ventilating and air conditioning system and all HVAC-related energy conservation requirements.  Without limiting the generality of the preceding sentence, Tenant shall cause all blinds on windows in the Premises located on the south side of the Building to be lowered when necessary because of the sun's location whenever the air conditioning system is in operation.  To the extent that Tenant's interior partitioning or proposed layout of the Premises results in any inadequacies (pursuant to applicable laws or otherwise) of the heating, ventilation, air-conditioning, or other systems or services to be provided by Landlord under this Lease, at Landlord's option, either (a) Tenant will revise such partitioning or layout to eliminate such inadequacies, subject to the provisions of Article 8 , or (b) to the extent feasible and consistent with Building systems and operation, Landlord shall modify the portions of such items or services, at Tenant's cost and expense.

SECTION 6.6       Service Interruption .  Notwithstanding anything herein to the contrary, Landlord reserves the right to interrupt, curtail, stop or suspend service or operation of the heating, air conditioning, elevator, plumbing, mechanical and electrical systems when Landlord is required to do so by law, whether to adhere to a recognized energy, water or other resource conservation program or guidelines, laws or recommendations promulgated by any Federal, state, municipal or other governmental or quasi-governmental agency, bureau, board, commission, department, office or other sub-division thereof, or the American Society of Heating, Refrigeration and Air Conditioning Engineers (or its successor) or otherwise.  Landlord shall apply the restrictions of such program, guideline, law, or recommendation to Tenant on a non-discriminatory basis.  Notwithstanding anything to the contrary contained in this Lease, Landlord also reserves the right to interrupt, curtail, stop or suspend service or operation of the heating, air conditioning, elevator, plumbing, mechanical and electrical systems, when necessary, by reason of accident, or emergency, or for repairs, alterations, replacements or improvements desirable or necessary in the judgment of Landlord to be made, until such repairs, alterations, replacements or improvements shall have been completed.  Landlord shall have no responsibility or liability for failure to supply heat, air conditioning, elevator, plumbing or electric service during such period referred to in this Section 6.5 .  Any such repairs, alterations, replacements or improvements shall, to the extent possible but without the incurrence of overtime or premium pay labor, be made with a minimum amount of inconvenience to Tenant, and Landlord shall diligently prosecute same to completion.  Notwithstanding the foregoing, if any failure to supply heat, air conditioning, plumbing or electric service to the Premises is caused solely by the gross negligence or willful misconduct of Landlord and results in Tenant not being able to use the Premises for a period in excess of seven (7) consecutive Business Days (and Tenant in fact does not use the Premises during such period), then Tenant shall be entitled to an abatement of Base Rent from the eighth (8th) consecutive Business Day after the date of such failure until the date that the failure has been cured to the extent that Tenant is able to resume its use of the Premises.

SECTION 6.7       Life Safety .  Landlord shall provide a Class E fire alarm system for the Building, into which smoke detectors and fire alarms from the Premises may be tied; provided , that such detectors and alarms and the manner in which the same are tied comply with all requirements of Landlord with respect thereto.  Any such tie-in must be performed at Tenant's expense by a contractor designated by Landlord or its agent.  Landlord shall cause the designated contractor to charge rates that are reasonably competitive.  Landlord shall make available three (3) tie in points for the Premises (which may not necessarily be on Tenant's floor).  All modifications to the Building's Class E system which are required in order to accept Tenant's tie-ins shall be made at Tenant's cost.

SECTION 6.8       Additional Tenant Use .  Landlord may hereafter impose and from time to time increase charges (which shall be reasonably comparable by those imposed by other Class A midtown Manhattan office buildings) and establish reasonable Rules and Regulations for:  (a) the use by Tenant of the heating, air conditioning or ventilation systems or the freight elevators at any time other than during Business Hours; (b) the use by Tenant of water other than as Landlord has undertaken to provide in this Article 6 ; and (c) the use of any additional or unusual janitorial or cleaning services required because of any Improvements in the Premises, the carelessness of Tenant, the nature of Tenant's business, or for the removal of any refuse and rubbish from the Premises, other than discarded material placed in wastepaper baskets and left for emptying as an incident to Landlord's normal cleaning of the Premises.

SECTION 6.9       Skylobby Service .

(a)   Landlord may, at its discretion, maintain Skylobby Coverage for the benefit of tenants of the Skylobby.  The Skylobby Coverage shall be maintained at standards comparable to the standards of other first class midtown Manhattan office buildings which have comparable skylobbies.  In such event, Landlord shall have the right, in its sole discretion from time to time in the future, to change the hours of Skylobby Coverage and/or to change the manner in which Skylobby Coverage is provided.  The obligation of Tenant to pay Skylobby Payments hereunder shall continue notwithstanding any such a change in Skylobby Coverage.  Landlord shall have the right, in its sole discretion from time to time in the future, to terminate and/or to reinstitute Skylobby Coverage; provided , however , that, during any times that Landlord is not providing Skylobby Coverage, Landlord shall install signage in the Skylobby and take any other measures which it reasonably deems necessary to direct visitors to the upper bank of Building elevators.  It is understood that Tenant shall not be required to make Skylobby Payments for periods during which Skylobby Coverage is not provided.

(b)   Tenant shall be responsible for paying its Skylobby Share of all Skylobby Costs for Skylobby Coverage.  As used in this Section 6.08 , (i) " Skylobby " shall mean the lobby on the 24th floor of the Building which serves the tower portion of the Building (i.e., the 24th floor to the 45th floor), (ii) " Skylobby Costs " shall mean all of the personnel costs, including salary, fringe benefits and other related costs, incurred by Landlord in maintaining two (2) attendants at the reception desk in the Skylobby on Business Days from 7:00 a.m. to 7:00 p.m. for purposes of Skylobby Coverage and the costs incurred by Landlord in maintaining the reception desk and console and all equipment used in connection with the Skylobby, (iii) " Skylobby Share " shall mean 5.333% (i.e., the Rentable Area of the Premises divided by the Rentable Area of the tower portion of the Building (which shall be deemed to be 300,000 rentable square feet)), and (iv) " Skylobby Coverage " shall mean maintenance of a reception desk within the Skylobby.

(c)   Tenant shall pay its Skylobby Share of the Skylobby Costs (the " Skylobby Payment ") to Landlord on a monthly basis together with the Base Rent.  Landlord shall invoice Tenant for the Skylobby Payment on an estimated basis and the estimated amount so paid shall be reconciled by Landlord against the actual Skylobby Costs on an annual basis.  If there is a deficiency in the estimated amount paid, Tenant shall pay such amount to Landlord within fifteen (15) days of being billed therefor.  If there is an overpayment in the estimated amount paid, Landlord shall grant Tenant a credit against the next installment of Base Rent due under this Lease, except that, if there are no further installments of Base Rent due under this Lease, Landlord shall pay the amount of the overpayment to Tenant within fifteen (15) days.  In the event of any partial month, the Skylobby Payment shall be determined on a pro rata basis.  The Skylobby Payment shall be deemed to be Additional Rent for purposes of this Lease, and Landlord shall have the same remedies for failure to pay Skylobby Payments as it has for other Additional Rent.

SECTION 6.10       Emergency Power .  Landlord confirms that it presently has available to commit to Tenant twenty (20) KW of emergency power (the " Available Emergency Power ") from the Building's emergency power system.  If Tenant advises Landlord that it desires to be connected to the Building's emergency power system and to take the Available Emergency Power, then the parties shall endeavor to negotiate a mutually satisfactory amendment to this Lease with respect thereto; provided , however , that, if such amendment has not been signed by both parties on or before the two (2) month anniversary of the Term Commencement Date, then neither party shall have any further obligation under this Section 6.10 and Landlord shall be free to commit the Available Emergency Power to another tenant of the Building.

SECTION 7.1       Use of Premises .  Tenant shall not do or permit anything to be done in or about the Premises that is likely to: (a) subject Landlord to any liability or responsibility for personal injury or death or property damage; (b) result in insurance companies of good standing refusing to insure the Premises or the Building in amounts satisfactory to Landlord