<SUBMISSION>
<ACCESSION-NUMBER>0001299933-05-000981
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050225
<ITEMS>1.01
<FILING-DATE>20050301
<DATE-OF-FILING-DATE-CHANGE>20050228
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BOWNE & CO INC
<CIK>0000013610
<ASSIGNED-SIC>2750
<IRS-NUMBER>132618477
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-05842
<FILM-NUMBER>05647016
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>345 HUDSON ST
<CITY>NEW YORK
<STATE>NY
<ZIP>10014
<PHONE>2129245500
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_3391.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Bowne & Co., Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	February 25, 2005
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	Bowne & Co., Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	1-05842
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	13-2618477
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	345 Hudson Street, New York, New York
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	&nbsp;
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	10014
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	212-924-5500
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 1.01. Entry into a Material Definitive Agreement.
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    On February 25, 2005, Bowne & Co., Inc. (the "Company") entered into a lease agreement (the "Lease") with New Water Street Corp.(the "Landlord") for  approximately 203,669 square feet of office space at 55 Water Street, New York, New York.  The Lease is scheduled to commence January 1, 2006 for a portion of the space and on January 15, 2006 for the remainder of the space.  A portion of the space will serve as the Company's corporate headquarters.  The Company will be relocating to such space its offices including its corporate headquarters located at 345 Hudson Street, New York, New York in connection with the end of the term of such lease scheduled for March 31, 2006.<br><br>    The initial term of the Lease is 20 years.  The Company has an option to extend the Lease for 10 years at fair market value. The rent commencement date will begin after a period following the Landlord's substantial completion of certain improvements to the space.  The base rent is as follows: years 0-5 $5,763,697 per annum; years 6-10 $6,371,731 per annum; years 11-15 $6,979,765 per annum; and years 16-20 $7,587,799 per annum.<br>       <br>   In addition to base rent, the Company will be responsible for certain costs and charges specified in the Lease, including certain operating expenses, real estate taxes and utility expenses. The Landlord will provide a turn-key build out in accordance with the Company's specifications. Costs of construction in excess of $9,391,842.50 must be paid by the Company.<br><br>   Pursuant to the terms of the Lease, the Company is required to deliver to the Landlord a letter of credit (the "Security Deposit") in the amount of $9,391,842.50 to secure the Company's performance of its obligations under the Lease.  Provided no event of default has occurred and is continuing, the amount of the Security Deposit shall be reduced in equal amounts annually until the tenth anniversary of the base rent commencement date at which point the Company shall have no further obligation to post the Security Deposit.  The Security Deposit obligation shall also be terminated if the entire amount of the Company's 5% Convertible Subordinated Debentures due October 1, 2033 are converted into stock of the Company, or repaid and refinanced on certain specified terms, or remain outstanding beyond October 1, 2008. <br><br>    The foregoing is a summary description of certain terms of the Lease.  It is qualified in its entirety by the text of the Lease attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.    <br>         <br>
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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	Bowne & Co., Inc.
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	&nbsp;&nbsp;
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<I>
	February 28, 2005
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	&nbsp;
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<I>
	By:
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	&nbsp;
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<I>
	Scott L. Spitzer
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	&nbsp;
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<I>
	Name: Scott L. Spitzer
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<I>
	Title: Senior Vice President, General Counsel and Corporate Secretary
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	99.1
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	&nbsp;
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Lease Agreement dated February 25, 2005
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<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>NEW WATER STREET CORP.,</B></FONT>




<P align="left" style="margin-left:31%; font-size: 12pt"><B>Landlord</B>


<P align="center" style="font-size: 12pt"><B>TO</B>



<P align="center" style="font-size: 12pt"><B>BOWNE &#038; CO., INC.,</B>




<P align="left" style="margin-left:31%; font-size: 12pt"><B>Tenant</B>


<P align="center" style="font-size: 12pt"><U> </U>



<P align="center" style="font-size: 12pt"><B>Lease</B>



<P align="center" style="font-size: 12pt"><U> </U>



<P align="center" style="font-size: 12pt"><B>Dated as of February&nbsp;25, 2005</B>



<P align="center" style="font-size: 10pt; display: none">1
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<P align="center" style="font-size: 12pt"><U><B>TABLE OF CONTENTS</B></U>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Page</TD>
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<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 1 PREMISES; TERM; USE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">1.01 Demise</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 1</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">1.02 Term</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 2</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

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    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">1.03 Commencement Date</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 2</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

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    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">1.04 Use</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 2</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">1.05 Offer Space Option</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 3</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 2 RENT</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.01 Rent</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 7</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.02 Fixed Rent</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 7</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.03 Additional Charges</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 9</FONT></TD>
    <TD>&nbsp;</TD>
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    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.04 Tax Payments</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS"> 9</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.05 Operating Payments</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">14</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.06 Tax and Operating Provisions</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">22</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.07 Electric Charges</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">23</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.08 Manner of Payment</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">24</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">2.09 Security</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">24</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 3 LANDLORD COVENANTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">3.01 Landlord Services</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">26</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">3.02 General Service Provisions; Landlord&#146;s Repairs</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">30</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">3.03 Emergency Power</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">31</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 4 LEASEHOLD IMPROVEMENTS; TENANT COVENANTS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">35</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.01 Initial Improvements</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">35</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.02 Alterations</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">36</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.03 Landlord&#146;s and Tenant&#146;s Property</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">39</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.04 Access and Changes to Building</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">40</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.05 Repairs</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">42</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.06 Compliance with Laws</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">43</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.07 Tenant Advertising</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">44</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.08 Right to Perform Other Party&#146;s Covenants</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">44</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">4.09 Alternate Providers</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">45</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 5 ASSIGNMENT AND SUBLETTING</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">5.01 Assignment; Etc</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">45</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">5.02 Landlord&#146;s Right of First Offer</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">46</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">5.03 Assignment and Subletting Procedures</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">47</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">5.04 General Provisions</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">48</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">5.05 Assignment and Sublease Profits</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">51</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">5.06 Permitted Transfers</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">52</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">5.07 Consent to Transactions with Other Tenants</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">54</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 6 SUBORDINATION; DEFAULT; INDEMNITY</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.01 Subordination</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">54</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.02 Estoppel Certificate</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">56</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.03 Default</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">56</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.04 Re-entry by Landlord</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">57</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.05 Damages</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">57</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.06 Other Remedies</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">58</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.07 Right to Injunction</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">58</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.08 Certain Waivers</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">59</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.09 No Waiver</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">59</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.10 Holding Over</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">59</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.11 Attorneys&#146; Fees</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">59</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">6.12 Nonliability and Indemnification</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">60</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 7 INSURANCE; CASUALTY; CONDEMNATION</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">7.01 Compliance with Insurance Standards</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">62</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">7.02 Insurance</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">63</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">7.03 Subrogation Waiver</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">64</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">7.04 Condemnation</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">65</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">7.05 Casualty</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">66</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">7.06 Landlord Termination Rights.</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">67</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">7.07 Tenant Termination Rights.</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">68</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">7.08 Miscellaneous.</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">69</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 8 MISCELLANEOUS PROVISIONS</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">69</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.01 Notice</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">69</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.02 Building Rules</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">70</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.03 Severability</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">70</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.04 Certain Definitions</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">70</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.05 Quiet Enjoyment</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">71</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.06 Limitation of Landlord&#146;s Personal Liability</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">71</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.07 Counterclaims</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">71</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.08 Survival</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">71</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.09 Arbitration</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">71</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.10 No Offer</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">72</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.11 Captions; Construction</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">72</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.12 Amendments</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">73</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.13 Broker</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">73</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.14 Merger</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">73</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.15 Successors</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">73</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.16 Applicable Law</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">73</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.17 No Development Rights</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">73</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.18 Condominium</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">74</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.19 Roof Rights</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">74</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.20 Memorandum of Lease</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">76</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.21 Representations and Warranties</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">76</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.22 Parking</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">77</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">8.23 Lobby Desk</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">78</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">ARTICLE 9 RENEWAL RIGHT</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">9.01 Renewal Right</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">79</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD><DIV style="margin-left:20px; text-indent:-10px"><FONT style="font-variant: SMALL-CAPS">9.02 Renewal Rent and Other Terms</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-variant: SMALL-CAPS">79</FONT></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>EXHIBITS</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">A<BR>
B<BR>
C<BR>
D<BR>
E<BR>
F<BR>
G<BR>
H<BR>
I<BR>
J<BR>
K<BR>
L<BR>
M
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Description of Land<BR>
Floor Plans<BR>
Building Rules and Regulations<BR>
Standard Cleaning Specifications<BR>
Landlord&#146;s Work<BR>
Form of Letter of Credit<BR>
HVAC Specifications<BR>
Form of Sublease Consent<BR>
Building Certificate of Occupancy<BR>
Floor Plans of Offer Space<BR>
Alteration Rules and Regulations<BR>
Form of Subtenant Recognition Agreement<BR>
Lobby Desk Location</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><U><B>INDEX OF DEFINED TERMS</B></U>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="76%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="19%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Definition
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Where Defined</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">10th Floor ............................<BR>
11th Floor ............................<BR>
32nd Floor ............................<BR>
49th Floor ............................<BR>
50th Floor ............................<BR>
51st Floor ............................<BR>
2004/2005 Tax Average .................<BR>
2005/2006 Tax Average .................<BR>
AAA ...................................<BR>
Abatement Event .......................<BR>
Acceptance Notice .....................<BR>
Additional Charges ....................<BR>
Affiliate .............................<BR>
Alterations ...........................<BR>
Applicable Percentage .................<BR>
Arbiter ...............................<BR>
Assignment Profit .....................<BR>
Available .............................<BR>
Base Building .........................<BR>
Base Operating Amount .................<BR>
Base Operating Year ...................<BR>
Base Tax Amount .......................<BR>
Basic Electricity Amount ..............<BR>
Benefit Period ........................<BR>
Broker ................................<BR>
Building ..............................<BR>
Business Days .........................<BR>
Business Hours ........................<BR>
Capital Improvements ..................<BR>
Casualty ..............................<BR>
Change Order ..........................<BR>
Change Order Request ..................<BR>
CM ....................................<BR>
Commencement Date .....................<BR>
Communications Equipment ..............<BR>
Conduits ..............................<BR>
Control ...............................<BR>
Curing Party ..........................<BR>
Declaration ...........................<BR>
Decorative Alterations ................<BR>
DLS ...................................<BR>
Emergency Power .......................<BR>
Emergency Power Expenses ..............<BR>
Emergency Power Operating Payment .....<BR>
Emergency Power System ................<BR>
Event of Default ......................<BR>
Expiration Date .......................<BR>
Fair Market Rent ......................<BR>
Fair Offer Rental .....................<BR>
Final Completion ......................<BR>
Final Plans ...........................<BR>
Fixed Rent ............................<BR>
Fixtures ..............................<BR>
GAAP ..................................<BR>
Garage ................................<BR>
ICIP ..................................<BR>
Indemnified Party Notice ..............<BR>
Interest Rate .........................<BR>
Key Deadlines .........................<BR>
Land ..................................<BR>
Landlord ..............................<BR>
Landlord Cost Work ....................<BR>
Landlord Delay ........................<BR>
Landlord Indemnified Party ............<BR>
Landlord Obligation ...................<BR>
Landlord Services .....................<BR>
Landlord&#146;s Determination ..............<BR>
Landlord&#146;s Emergency Power Statement ..<BR>
Landlord&#146;s OS Determination ...........<BR>
Landlord&#146;s Rate .......................<BR>
Landlord&#146;s Restoration Obligation .....<BR>
Landlord&#146;s Statement ..................<BR>
Landlord&#146;s Work .......................<BR>
Laws ..................................<BR>
LC Date ...............................<BR>
Letter of Credit ......................<BR>
Lobby Desk ............................<BR>
Material Alteration ...................<BR>
Monthly Rate ..........................<BR>
Named Tenant ..........................<BR>
Necessary Items .......................<BR>
Notice ................................<BR>
Offer Notice ..........................<BR>
Offer Period ..........................<BR>
Offer Space ...........................<BR>
Offer Space Inclusion Date ............<BR>
Offer Space Option ....................<BR>
Operating Expenses ....................<BR>
Operating Payment ....
..................<BR>
Operating Year ........................<BR>
Option Cancellation Notice ............<
BR>
Original LC Amount ....................<BR>
Other Sublease Considerations .........<BR>
Outside Offer Date ....................<BR>
Permitted Transfer ....................<BR>
Premises ..............................<BR>
Primary Rent Commencement Date ........<BR>
Prime Rate ............................<BR>
Project ...............................<BR>
Projected Delivery Date ...............<BR>
Recapture Notice ......................<BR>
Recapture Option ......................<BR>
Recognition Agreement .................<BR>
Records ...............................<BR>
Release to Proceed ....................<BR>
Renewal Notice ........................<BR>
Renewal Option ........................<BR>
Renewal Portion .......................<BR>
Renewal Premises ......................<BR>
Renewal Term ..........................<BR>
Rent ..................................<BR>
Rent Commencement Date ................<BR>
Rent Notice ...........................<BR>
Rent Request Notice ...................<BR>
Rentable Space ........................<BR>
Required Net Worth ....................<BR>
Restricted Access Areas ...............<BR>
RFB ...................................<BR>
RPTL ..................................<BR>
Sublet Payments .......................<BR>
Sublet Profit .........................<BR>
Specialty Alteration ..................<BR>
Special Occupant ......................<BR>
Subconcourse Space ....................<BR>
Substantial Completion ................<BR>
Successor Landlord ....................<BR>
Superior Lease ........................<BR>
Superior Lessor .......................<BR>
Superior Mortgage .....................<BR>
Superior Mortgagee ....................<BR>
Superior Right Holders ................<BR>
Tax Abatement .........................<BR>
Tax Payment ...........................<BR>
Tax Year ..............................<BR>
Taxes .................................<BR>
Tenant ................................<BR>
Tenant Architect ......................<BR>
Tenant Change Drawings ................<BR>
Tenant Cost Work ......................<BR>
Tenant Cure Notice ....................<BR>
Tenant Delay ..........................<BR>
Tenant Engineers ......................<BR>
Tenant Indemnified Party ..............<BR>
Tenant Mechanical Engineer ............<BR>
Tenant Special Work ...................<BR>
Tenant Structural Engineer ............<BR>
Tenant&#146;s Basic Cost ...................<BR>
Tenant&#146;s Determination ................<BR>
Tenant&#146;s Notice .......................<BR>
Tenant&#146;s Offer Notice .................<BR>
Tenant&#146;s OS Determination .............<BR>
Tenant&#146;s Parking Spaces ...............<BR>
Tenant&#146;s Property .....................<BR>
Tenant&#146;s Share ........................<BR>
Tenant&#146;s Statement ....................<BR>
Term ..................................<BR>
Tower Premises ........................<BR>
Tranche A Commencement Date ...........<BR>
Tranche A Rent Commencement Date ......<BR>
Tranche A Space .......................<BR>
Tranche B Commencement Date ...........<BR>
Tranche B Rent Commencement Date ......<BR>
Tranche B Space .......................<BR>
Transaction Expenses ..................<BR>
Transfer Notice .......................<BR>
Transfer Profit .......................<BR>
Unavoidable Delay .....................<BR>
Untenantable
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Section&nbsp;1.01<BR>
Section&nbsp;1.01<BR>
Section&nbsp;1.05<BR>
Section&nbsp;1.05<BR>
Section&nbsp;1.01<BR>
Section&nbsp;1.05<BR>
Section&nbsp;2.04<BR>
Section&nbsp;2.04<BR>
Section&nbsp;2.05<BR>
Section&nbsp;3.02<BR>
Section&nbsp;1.05<BR>
Section&nbsp;2.03<BR>
Section&nbsp;5.06<BR>
Section&nbsp;4.02<BR>
Section&nbsp;6.10<BR>
Section&nbsp;2.05<BR>
Section&nbsp;5.05<BR>
Section&nbsp;1.05<BR>
Section&nbsp;3.02<BR>
Sect
ion&nbsp;2.05<BR>
Section&nbsp;2.05<BR>
Section&nbsp;2.04<BR>
Section&nbsp;3.01<BR>
Section&nbsp;2.04<BR>
Section&nbsp;8.13<BR>
Recitals<BR>
Section3.02<BR
>
Section&nbsp;3.02<BR>
Section&nbsp;2.05<BR>
Section&nbsp;7.05<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;1.03<BR>
Section&nbsp;8.19<BR>
Section&nbsp;4.04<BR>
Section&nbsp;5.06<BR>
Section&nbsp;4.08<BR>
Section&nbsp;8.18<BR>
Section&nbsp;4.02<BR>
Section&nbsp;2.04<BR>
Section&nbsp;3.03<BR>
Section&nbsp;3.03<BR>
Section&nbsp;3.03<BR>
Section&nbsp;3.03<BR>
Section&nbsp;6.03<BR>
Section&nbsp;1.02<BR>
Section&nbsp;9.02<BR>
Section&nbsp;1.05<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;2.02<BR>
Section&nbsp;4.03<BR>
Section&nbsp;2.05<BR>
Section&nbsp;8.22<BR>
Section&nbsp;2.04<BR>
Section&nbsp;6.12<BR>
Section&nbsp;4.08<BR>
Exhibit&nbsp;E<BR>
Recitals<BR>
Introduction<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;6.12<BR>
Section&nbsp;4.08<BR>
Section&nbsp;3.01<BR>
Section&nbsp;9.02<BR>
Section&nbsp;3.03<BR>
Section&nbsp;1.05<BR>
Section&nbsp;2.07<BR>
Section&nbsp;7.05<BR>
Section&nbsp;2.05<BR>
Section&nbsp;4.01<BR>
Section&nbsp;4.06<BR>
Section&nbsp;2.09<BR>
Section&nbsp;2.09<BR>
Section&nbsp;8.23<BR>
Section&nbsp;4.02<BR>
Section&nbsp;8.22<BR>
Section&nbsp;1.05<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;8.01<BR>
Section&nbsp;1.05<BR>
Section&nbsp;1.05<BR>
Section&nbsp;1.05<BR>
Section&nbsp;1.05<BR>
Section&nbsp;1.05<BR>
Section&nbsp;2.05<BR>
Section&nbsp;2.05<BR>
Section&nbsp;2.05<BR>
Section&nbsp;1.05<BR>
Section&nbsp;2.09<BR>
Section&nbsp;5.05<BR>
Section&nbsp;1.05<BR>
Section&nbsp;5.06<BR>
Section&nbsp;1.01<BR>
Section&nbsp;2.02<BR>
Section&nbsp;4.08<BR>
Recitals<BR>
Section&nbsp;1.05<BR>
Section&nbsp;5.02<BR>
Section&nbsp;5.02<BR>
Section&nbsp;5.04<BR>
Section&nbsp;2.05<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;9.01<BR>
Section&nbsp;9.01<BR>
Section&nbsp;9.01<BR>
Section&nbsp;9.01<BR>
Section&nbsp;9.01<BR>
Section&nbsp;2.01<BR>
Section&nbsp;2.02<BR>
Section&nbsp;9.02<BR>
Section&nbsp;9.02<BR>
Section&nbsp;2.05<BR>
Section&nbsp;4.02<BR>
Section&nbsp;4.04<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;2.04<BR>
Section&nbsp;5.05<BR>
Section&nbsp;5.05<BR>
Section&nbsp;4.03<BR>
Section&nbsp;5.06<BR>
Section&nbsp;1.01<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;6.01<BR>
Section&nbsp;6.01<BR>
Section&nbsp;6.01<BR>
Section&nbsp;6.01<BR>
Section&nbsp;6.01<BR>
Section&nbsp;1.05<BR>
Section&nbsp;2.04<BR>
Section&nbsp;2.04<BR>
Section&nbsp;2.04<BR>
Section&nbsp;2.04<BR>
Introduction<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;4.08<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;6.12<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;5.05<BR>
Section&nbsp;9.02<BR>
Section&nbsp;9.02<BR>
Section&nbsp;5.02<BR>
Section&nbsp;1.05<BR>
Section&nbsp;8.22<BR>
Section&nbsp;4.03<BR>
Section&nbsp;2.04<BR>
Section&nbsp;2.05<BR>
Section&nbsp;1.02<BR>
Section&nbsp;1.01<BR>
Section&nbsp;1.03<BR>
Section&nbsp;2.02<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;1.03<BR>
Section&nbsp;2.02<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;5.05<BR>
Section&nbsp;5.03<BR>
Section&nbsp;5.05<BR>
Exhibit&nbsp;E<BR>
Section&nbsp;3.02</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none; text-indent: 8%">3
<!-- PAGEBREAK -->


<P align="left" style="font-size: 12pt"><B>LEASE</B>, dated as of February&nbsp;25, 2005, between <B>NEW WATER STREET CORP.</B>
(&#147;<U>Landlord</U>&#148;), a Delaware corporation whose address is 55 Water Street, New York, New York
10041 and <B>BOWNE &#038; CO., INC. </B>(&#147;<U>Tenant</U>&#148;), a Delaware corporation whose address is 345 Hudson
Street, New York, New York 10014 prior to the commencement of the Term, and thereafter Tenant&#146;s
address shall be that of the Building.


<P align="center" style="font-size: 12pt"><U><B>W</B></U> <U><B>I</B></U> <U><B>T</B></U> <U><B>N</B></U> <U><B>E</B></U> <U><B>S</B></U> <U><B>S</B></U> <U><B>E</B></U> <U><B>T</B></U> <U><B>H</B></U><B>:</B>



<P align="left" style="font-size: 12pt; text-indent: 8%">WHEREAS, Landlord is willing to lease to Tenant and Tenant is willing to hire from Landlord,
on the terms hereinafter set forth, certain space in the office building located at 55 Water
Street, New York, New York (the &#147;<U>Building</U>&#148;) on the land more particularly described in
<U>Exhibit&nbsp;A</U> (the &#147;<U>Land</U>&#148;; the Land and the Building and all plazas, sidewalks and
curbs adjacent thereto are collectively called the &#147;<U>Project</U>&#148;).



<P align="left" style="margin-left:8%; font-size: 12pt">NOW, THEREFORE, Landlord and Tenant agree as follows:


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 1</B></U>



<P align="center" style="font-size: 12pt"><U><B>Premises; Term; Use</B></U>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>1.01 </B><U><B>Demise</B></U><B>. </B>(a)&nbsp;Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord, subject to the terms and conditions of this Lease the following space in the Building:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="19%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the entire 10th floor of the
south tower of the Building substantially as shown on the plan
annexed hereto as <U>Exhibit&nbsp;B-1</U> (the &#147;<U>10th
Floor</U>&#148;);</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="19%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the entire 11th floor of the
south tower of the Building substantially as shown on the plan
annexed hereto as <U>Exhibit&nbsp;B-2</U> (the &#147;<U>11th
Floor</U>&#148;);</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="19%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the entire 50th floor of the
south tower of the Building substantially as shown on the plan
annexed hereto as <U>Exhibit&nbsp;B-3</U> (the &#147;<U>50th Floor</U>&#148;;
the 50th Floor, the 10th Floor and the 11th Floor are
collectively called the &#147;<U>Tower Premises</U>&#148;); and</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="19%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the space on the subconcourse
level of the Building substantially as shown hatched on the plan
annexed hereto as <U>Exhibit&nbsp;B-3</U> (the &#147;<U>Subconcourse
Space</U>;&#148; the Tower Premises and the Subconcourse Space are
collectively called the &#147;<U>Premises</U>&#148;).</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Landlord and Tenant agree that (i)&nbsp;the 10th Floor is conclusively deemed to contain 61,241
rentable square feet, (ii)&nbsp;the 11th Floor is conclusively deemed to contain 63,588 rentable square
feet, (iii)&nbsp;the 50th Floor is conclusively deemed to contain 66,948 rentable square feet, (iv)&nbsp;the
Subconcourse Space is conclusively deemed to contain 11,892 rentable square feet and (v)&nbsp;the
Premises is conclusively deemed to contain 203,669 rentable square feet.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>1.02 </B><U><B>Term</B></U><B>. </B>The term of this Lease (the &#147;<U>Term</U>&#148;) shall commence on the
Commencement Date and shall end, unless sooner terminated as herein provided, on the day before the
20th anniversary of the Primary Rent Commencement Date (such date, as the same may be extended
pursuant to <U>Article&nbsp;9</U>, is called the &#147;<U>Expiration Date</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>1.03 </B><U><B>Commencement Date</B></U><B>. </B>(a) &#147;<U>Commencement Date</U>&#148; means the later of (i)&nbsp;the
first to occur of the Tranche A Commencement Date and the Tranche B Commencement Date and (ii)
January&nbsp;1, 2006. &#147;<U>Tranche A Commencement Date</U>&#148; means the earlier of (A)&nbsp;the date on which
Landlord&#146;s Work in respect of the Tranche A Space has been Substantially Completed in accordance
with <U>Exhibit&nbsp;E</U> annexed hereto and (B)&nbsp;the date Tenant first takes occupancy of any material
portion of the Tranche A Space for the conduct of business. &#147;<U>Tranche B Commencement Date</U>&#148;
means the earlier of (A)&nbsp;the date on which Landlord&#146;s Work in respect of the Tranche B Space has
been Substantially Completed in accordance with <U>Exhibit&nbsp;E</U> annexed hereto and (B)&nbsp;the date
Tenant first takes occupancy of any material portion of the Tranche B Space for the conduct of
business. After the occurrence of each of the Tranche A Commencement Date and Tranche B
Commencement Date, upon request of either party, Landlord and Tenant shall promptly confirm by a
separate instrument such date, the Tranche A Rent Commencement Date or the Tranche B Rent
Commencement Date, as applicable, and the Expiration Date; <U>provided</U>, that the failure to
execute and deliver such instrument shall not affect the determination of such dates in accordance
with this <U>Article&nbsp;1</U>. Pending the resolution of any dispute as to any of such dates, Tenant
shall pay Rent based upon Landlord&#146;s determination. Any dispute as to any of such dates shall be
determined by arbitration in accordance with the provisions of <U>Section&nbsp;8.09</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Subject to <U>Sections&nbsp;2.02(c)</U> and <U>(d)</U> below, if for any reason Landlord
shall be unable to deliver possession of the Premises to Tenant on any date specified in this Lease
for such delivery, Landlord shall have no liability to Tenant therefor and the validity of this
Lease shall not be impaired, nor shall the Term be extended, by reason thereof. This <U>Section
1.03</U> shall be an express provision to the contrary for purposes of Section&nbsp;223-a of the New
York Real Property Law and any other law of like import now or hereafter in effect.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>1.04 </B><U><B>Use</B></U><B>. </B>The Premises shall be used and occupied by Tenant (and permitted occupants)
solely as general, administrative and executive offices, which may include a client service center
for the coordination of production of documents for Tenant&#146;s clients, including conference rooms,
lounge areas, media entertainment room, word processing and data facilities, client dining area and
shower rooms (including ancillary uses in connection therewith, including, without limitation, word
processing center, data center, telecommunications center, pantries and eating areas (including
vending machines) for Tenant&#146;s personnel and business visitors); <U>provided</U>, that in no event
shall the Premises be used for any of the following: (a)&nbsp;a banking, trust company, or safe deposit
business, in each case open for business to the general public, (b)&nbsp;a savings bank, a savings and
loan association, or a loan company, in each case open for business to the general public, (c)&nbsp;the
sale of travelers&#146; checks and/or foreign exchange, in each case open for business to the general
public, (d)&nbsp;a stock brokerage office whose business involves off-the-street retail sales to the
general public, (e)&nbsp;a restaurant, bar or for the sale of food or beverages (except as permitted
above), (f)&nbsp;photographic reproductions and/or offset printing, except in connection with Tenant&#146;s
business, (g)&nbsp;an employment or travel agency (other than an executive search firm or a travel
office serving Tenant&#146;s personnel or otherwise ancillary to Tenant&#146;s business), (h)&nbsp;a school or
classroom (other than training facilities for Tenant&#146;s personnel or otherwise ancillary to Tenant&#146;s
business), (i)&nbsp;medical or psychiatric offices, (j)&nbsp;conduct of an auction, (k)&nbsp;gambling activities,
(l)&nbsp;conduct of obscene, pornographic or illegal activities and (m)&nbsp;offices of 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. The Premises shall not be
used for any purpose which will lower the first-class character of the Building, impair or
interfere in any material respect with any of the Building operations, constitute a public or
private nuisance, unreasonably interfere with or disturb Landlord, actually interfere with or
disturb another tenant or occupant of the Project or impair the appearance of the Building.



<P align="left" style="margin-left:8%; font-size: 12pt"><B>1.05 </B><U><B>Offer Space Option</B></U>. (a)&nbsp;As used herein:


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Available</U>&#148; means, as to any space, that such space is vacant and free of any present
or future possessory right now or hereafter existing in favor of any third party. Anything to the
contrary contained herein notwithstanding, Tenant&#146;s right of first offer pursuant to this
<U>Section&nbsp;1.05</U> is subordinate to (x)&nbsp;rights of offer existing as of the date of this Lease in
favor of The McGraw-Hill Companies, Inc. and, in the case of the 32nd floor of the Building,
Federal Insurance Company (collectively, the &#147;<U>Superior Right Holders</U>&#148;), but in each case
only substantially in accordance with the terms and conditions of such right of offer and (y)
Landlord&#146;s right to renew or extend the term of any lease to another tenant, whether or not
pursuant to an option or right set forth in such other tenant&#146;s lease.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Offer Period</U>&#148; means the period commencing on the Commencement Date to and including
the date that is 3&nbsp;years before the Expiration Date; <U>provided</U>, that in the case of the
initial term of this Lease, if Tenant does not timely exercise the Renewal Option in accordance
with the provisions of <U>Article&nbsp;9</U>, then the Offer Period shall end on the date that is 18
months before the scheduled expiration of the initial term of this Lease, but if less than 3&nbsp;years
and more than 18&nbsp;months remain in the initial Term, then Tenant shall be permitted to exercise any
Offer Space Option only if, simultaneously with the giving of the Acceptance Notice, Tenant
exercises the Renewal Option in accordance with the provisions of <U>Article&nbsp;9</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">&#147;<U>Offer Space</U>&#148; means (i)&nbsp;the entire 32nd floor of the Building (the &#147;<U>32nd
Floor</U>&#148;), (ii)&nbsp;the entire 49th floor of the Building (the &#147;<U>49th Floor</U>&#148;) and (iii)&nbsp;the
entire 51st floor of the Building (the &#147;<U>51st Floor</U>&#148;); <U>provided</U>, that if at any time
Tenant shall no longer be leasing the 50th Floor, then the 49th Floor and the 51st Floor shall no
longer constitute Offer Space, and Landlord shall have no obligation to give an Offer Notice to
Tenant in respect of the 49th Floor and/or the 51st Floor. Landlord and Tenant confirm that (A)
the 32nd Floor is conclusively deemed to contain 65,276 rentable square feet, (B)&nbsp;the 49th Floor is
conclusively deemed to contain 66,272 rentable square feet and (C)&nbsp;the 51st Floor is conclusively
deemed to contain 66,948 rentable square feet.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;If at any time during the Offer Period any Offer Space either becomes, or Landlord
reasonably anticipates that within the next 14&nbsp;months (but not later than the last day of the Offer
Period) any Offer Space will become, Available, then provided (i)&nbsp;this Lease shall not have been
terminated, (ii)&nbsp;no Event of Default shall have occurred and be continuing, and (iii)&nbsp;Tenant shall
occupy at least 75% of the Premises, Landlord shall give to Tenant notice (an &#147;<U>Offer
Notice</U>&#148;) thereof, specifying (A)&nbsp;Landlord&#146;s determination of the Fair Offer Rental for such
Offer Space (&#147;<U>Landlord&#146;s OS Determination</U>&#148;), (B)&nbsp;the date or estimated date that such Offer
Space has or shall become Available (the &#147;<U>Projected Delivery Date</U>&#148;) and (C)&nbsp;such other
matters as Landlord may deem appropriate for such Offer Notice. &#147;<U>Fair Offer Rental</U>&#148; means
the Fair Market Rent for the applicable Offer Space as of the date of the Offer Notice therefor.
Tenant may at any time inquire of Landlord as to when Landlord anticipates that any Offer Space
shall become Available and Landlord shall promptly advise Tenant thereof.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Provided that on the date that Tenant exercises an Offer Space Option and on the
applicable Offer Space Inclusion Date (i)&nbsp;this Lease shall not have been terminated, (ii)&nbsp;no Event
of Default shall have occurred and be continuing, and (iii)&nbsp;Tenant shall occupy at least 75% of the
Premises, Tenant shall have the option (the &#147;<U>Offer Space Option</U>&#148;), exercisable by notice
(an &#147;<U>Acceptance Notice</U>&#148;) given to Landlord on or before the date that is 30&nbsp;days after the
giving of the applicable Offer Notice (time being of the essence) to include the applicable Offer
Space in the Premises. It is expressly understood that the Offer Space Option is a continuing
option of Tenant applicable throughout the entire Offer Period, and Tenant&#146;s failure to exercise
the Offer Space Option when any Offer Space becomes Available shall not be deemed a waiver of
Tenant&#146;s Offer Space Option any other time such Offer Space or any other Offer Space becomes
Available. Tenant shall notify Landlord in the Acceptance Notice whether Tenant accepts or
disputes Landlord&#146;s determination of the Fair Offer Rental, and if Tenant disputes Landlord&#146;s
determination of the Fair Offer Rental, the Acceptance Notice shall set forth Tenant&#146;s
determination thereof (&#147;<U>Tenant&#146;s OS Determination</U>&#148;). If Tenant fails to object to
Landlord&#146;s determination in the Acceptance Notice and to set forth Tenant&#146;s OS Determination, then
Tenant shall be deemed to have accepted Landlord&#146;s OS Determination. If the Offer Space consists
of the 32nd Floor, Tenant may also notify Landlord in the Acceptance Notice that Tenant elects to
exercise the Offer Space Option as to only one-half of the 32nd Floor. In such event, Landlord
shall notify Tenant within 30&nbsp;days after the giving of the Acceptance Notice as to how Landlord
intends to demise the 32nd Floor; <U>provided</U>, that such demising plan shall not result in
Tenant being required to lease more than 37,638 rentable square feet or less than 27,638 rentable
square feet on the 32nd Floor (computed using the same standard of measurement as that used to
measure the rentable square footage of the entire 32nd floor as having 65,276 rentable square
feet). If Tenant does not so notify Landlord in the Acceptance Notice that Tenant elects to
exercise the Offer Space Option as to only one-half of the 32nd Floor, then Tenant shall be deemed
to have exercised the Offer Space Option as to the entire 32nd Floor.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;If Tenant timely delivers an Acceptance Notice, then, on the latest of (i)&nbsp;the Projected
Delivery Date, (ii)&nbsp;the date that is 180&nbsp;days (or 60&nbsp;days, if the Offer Space in question became
Available other than as a result of the scheduled expiration of the prior Lease of such space)
after the later of (A)&nbsp;the date of the giving of the Acceptance Notice in respect of such Offer
Space and (B)&nbsp;the last date on which any right of a Superior Right Holder to lease the Offer Space
in question shall have lapsed or been waived and (iii)&nbsp;the date on which Landlord delivers vacant
possession of the applicable Offer Space to Tenant in the condition set forth in <U>clause (y)</U>
below (the latest of the dates in <U>clauses</U> <U>(i)</U>, <U>(ii)</U> and <U>(iii)</U> is
called the &#147;<U>Offer Space Inclusion Date</U>&#148;), the applicable Offer Space shall become part of
the Premises, upon all of the terms and conditions set forth in this Lease, except (w)&nbsp;from and
after the Offer Space Inclusion Date, Fixed Rent shall be increased by the Fair Offer Rental for
the applicable Offer Space, (x)&nbsp;from and after the Offer Space Inclusion Date, Tenant&#146;s Share shall
be increased by a fraction, expressed as a percentage, the numerator of which shall be the rentable
square footage of the applicable Offer Space and the denominator of which shall be 3,812,963, (y)
Landlord shall not be required to perform Landlord&#146;s Work or any other work, to pay any amount or
to render any services to make the Building or the Offer Space ready for Tenant&#146;s use or occupancy,
or to provide any abatement of Fixed Rent or Additional Charges, and Tenant shall accept the Offer
Space in its &#147;as is&#148; condition on the Offer Space Inclusion Date, except that on the Offer Space
Inclusion Date the Offer Space shall be (1)&nbsp;broom clean, with all personalty, debris and containers
having been removed, (2)&nbsp;separately demised with no material penetrations to areas outside the
Offer Space, (3)&nbsp;free of asbestos, and Landlord shall deliver to Tenant a Form ACP-5 certifying
that demolition of the Offer Space will not constitute an &#147;asbestos job&#148; and (4)&nbsp;submetered to
measure Tenant&#146;s electric consumption in a manner comparable to the rest of the Premises and (z)&nbsp;as
may be otherwise set forth in the applicable Offer Notice so long as such terms shall not be
inconsistent with the provisions of this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;If Tenant disputes Landlord&#146;s determination of Fair Offer Rental, and Landlord and Tenant
fail to agree as to the amount thereof within 30&nbsp;days after the giving of the Acceptance Notice,
then the dispute shall be resolved by arbitration in the same manner as a dispute involving Fair
Market Rent. If the dispute shall not have been resolved on or before the applicable Offer Space
Inclusion Date, then pending such resolution, Tenant shall pay as Fixed Rent for the applicable
Offer Space an amount equal to Landlord&#146;s OS Determination. If, based upon the final determination
of the Fair Offer Rental, the Fixed Rent payments made by Tenant for the applicable Offer Space
were greater than the Fair Offer Rental, then Landlord shall refund to Tenant the amount of such
excess within 30&nbsp;days, together with interest thereon at the Prime Rate from the date of each
overpayment until refunded.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;Except as expressly provided below, if Landlord is unable to deliver possession of any
Offer Space to Tenant for any reason on or before the Projected Delivery Date therefor, then the
Offer Space Inclusion Date shall be the date on which Landlord is able to so deliver possession and
Landlord shall have no liability to Tenant therefor and this Lease shall not in any way be
impaired. This <U>Section&nbsp;1.05(f)</U> constitutes &#147;an express provision to the contrary&#148; within
the meaning of Section 223(a) of the New York Real Property Law and any other law of like import
now or hereafter in effect. Notwithstanding the foregoing, Landlord shall use diligent efforts,
including institution and prosecution of holdover or other appropriate proceedings against any
occupant of the applicable Offer Space, to cause such Offer Space to be delivered on the Projected
Delivery Date. If Landlord, having used such diligent efforts, fails to deliver possession of such
Offer Space as required hereunder within 180&nbsp;days after the Projected Delivery Date (the
&#147;<U>Outside Offer Date</U>&#148;), then Tenant shall have the right to cancel Tenant&#146;s exercise of the
Offer Space Option in question by notice (an &#147;<U>Option Cancellation Notice</U>&#148;) to Landlord
given within 30&nbsp;days after the Outside Offer Date, in which event (unless the Offer Space Inclusion
Date has occurred before the giving of the Option Cancellation Notice) the applicable Offer Space
shall not be included in this Lease and Landlord shall be free to lease the Offer Space to third
parties, subject to <U>Section&nbsp;1.05(g)</U> below.


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;If Tenant fails timely to give an Acceptance Notice, then (i)&nbsp;Landlord may enter into one
or more leases of the applicable Offer Space with third parties on such terms and conditions as
Landlord shall determine, and, except as set forth in the last sentence of this <U>Section
1.05(g)</U>, Landlord shall have no further obligation to offer such Offer Space to Tenant unless
and until such space shall have been leased and shall again become Available, and (ii)&nbsp;Tenant
shall, upon demand by Landlord, execute an instrument confirming Tenant&#146;s waiver of the Offer Space
Option in question, but the failure by Tenant to execute any such instrument shall not affect the
provisions of <U>clause (i)</U> above. Anything contained in this <U>Section&nbsp;1.05</U> to the
contrary notwithstanding, Tenant may at any time notify Landlord of Tenant&#146;s desire to lease any
Offer Space as to which Tenant failed timely to give an Acceptance Notice or gave an Option
Cancellation Notice, and, if the applicable Offer Space shall then be Available and Landlord shall
not be in active negotiations to lease all or a portion of such Offer Space to another party,
Landlord shall again give Tenant an Offer Notice with respect to such space, and the provisions of
this <U>Section&nbsp;1.05</U> shall again apply.


<P align="left" style="font-size: 12pt; text-indent: 12%">(h)&nbsp;Promptly after the occurrence of any Offer Space Inclusion Date, Landlord and Tenant shall
confirm the occurrence thereof and the inclusion of the applicable Offer Space in the Premises by
executing an instrument reasonably satisfactory to Landlord and Tenant; <U>provided</U>, that
failure by Landlord or Tenant to execute such instrument shall not affect the inclusion of such
Offer Space in the Premises in accordance with this <U>Section&nbsp;1.05</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;Anything in this Lease to the contrary notwithstanding, this <U>Section&nbsp;1.05</U> shall be
null and void and of no force or effect if Named Tenant is no longer the Tenant under this Lease.
&#147;<U>Named Tenant</U>&#148; means Bowne &#038; Co., Inc. and any entity directly or indirectly succeeding to
the interests of Bowne &#038; Co., Inc. as tenant under this Lease by operation of the provisions of
<U>Sections&nbsp;5.06(a)</U> through <U>(f)</U> below.


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 2</B></U>



<P align="center" style="font-size: 12pt"><U><B>Rent</B></U>




<P align="left" style="margin-left:8%; font-size: 12pt"><B>2.01 </B><U><B>Rent</B></U><B>. </B>&#147;<U>Rent</U>&#148; shall consist of Fixed Rent and Additional Charges.



<P align="left" style="margin-left:8%; font-size: 12pt"><B>2.02 </B><U><B>Fixed Rent</B></U><B>. </B>(a)&nbsp;The fixed rent (&#147;<U>Fixed Rent</U>&#148;) shall be as follows:



<P align="left" style="margin-left:15%; font-size: 12pt">(i)&nbsp;with respect to the 50th Floor:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(A)&nbsp;for the period commencing on the Tranche A Rent Commencement Date and
ending on the day immediately preceding the fifth anniversary of the Primary Rent
Commencement Date at the rate of $1,941,492.00 per annum payable in equal monthly
installments of $161,791.00;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(B)&nbsp;for the period commencing on the fifth anniversary of the Primary Rent
Commencement Date and ending on the day immediately preceding the tenth anniversary
of the Primary Rent Commencement Date at the rate of $2,142,336.00 per annum payable
in equal monthly installments of $178,528.00; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(C)&nbsp;for the period commencing on the tenth anniversary of the Primary Rent
Commencement Date and ending on the day immediately preceding the fifteenth
anniversary of the Primary Rent Commencement Date at the rate of $2,343,180.00 per
annum payable in equal monthly installments of $195,265.00; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(D)&nbsp;for the period commencing on the fifteenth anniversary of the Primary Rent
Commencement Date and ending on the Expiration Date $2,544,024.00 per annum, payable
in equal monthly installments of $212,002.00.



<P align="left" style="margin-left:15%; font-size: 12pt">(ii)&nbsp;with respect to the 10th Floor and the 11th Floor:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(A)&nbsp;for the period commencing on the Tranche B Rent Commencement Date and
ending on the day immediately preceding the fifth anniversary of the Primary Rent
Commencement Date at the rate of $3,620,041.00 per annum payable in equal monthly
installments of $301,670.08;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(B)&nbsp;for the period commencing on the fifth anniversary of the Primary Rent
Commencement Date and ending on the day immediately preceding the tenth anniversary
of the Primary Rent Commencement Date at the rate of $3,994,528.00 per annum payable
in equal monthly installments of $332,877.33; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(C)&nbsp;for the period commencing on the tenth anniversary of the Primary Rent
Commencement Date and ending on the day immediately preceding the fifteenth
anniversary of the Primary Rent Commencement Date at the rate of $4,369,015.00 per
annum payable in equal monthly installments of $364,084.58; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(D)&nbsp;for the period commencing on the fifteenth anniversary of the Primary Rent
Commencement Date and ending on the Expiration Date $4,743,502.00 per annum, payable
in equal monthly installments of $395,291.83.



<P align="left" style="margin-left:15%; font-size: 12pt">(iii)&nbsp;with respect to the Subconcourse Space:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(A)&nbsp;for the period commencing on the Tranche A Rent Commencement Date and
ending on the day immediately preceding the fifth anniversary of the Primary Rent
Commencement Date at the rate of $202,164.00 per annum payable in equal monthly
installments of $16,847.00;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(B)&nbsp;for the period commencing on the fifth anniversary of the Primary Rent
Commencement Date and ending on the day immediately preceding the tenth anniversary
of the Primary Rent Commencement Date at the rate of $234,867.00 per annum payable
in equal monthly installments of $19,572.25; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(C)&nbsp;for the period commencing on the tenth anniversary of the Primary Rent
Commencement Date and ending on the day immediately preceding the fifteenth
anniversary of the Primary Rent Commencement Date at the rate of $267,570.00 per
annum payable in equal monthly installments of $22,297.50; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(D)&nbsp;for the period commencing on the fifteenth anniversary of the Primary Rent
Commencement Date and ending on the Expiration Date $300,273.00 per annum, payable
in equal monthly installments of $25,022.75.


<P align="left" style="font-size: 12pt">Fixed Rent shall be payable by Tenant in advance on the Primary Rent Commencement Date and on the
first day of each calendar month thereafter.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;&#147;<U>Primary Rent Commencement Date</U>&#148; means the first to occur of the Tranche A Rent
Commencement Date and the Tranche B Rent Commencement Date.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;&#147;<U>Tranche A Rent Commencement Date</U>&#148; means the later of (i)&nbsp;June&nbsp;1, 2006 and (ii)
the date that is 150&nbsp;days after the Tranche A Commencement Date; <U>provided</U>, that if
Landlord&#146;s Work in respect of the Tranche A Space shall not be Substantially Completed on or before
January&nbsp;1, 2006 (as such date shall be extended by Tenant Delay and Unavoidable Delay), then, as
Tenant&#146;s sole and exclusive remedy therefor, the Tranche A Rent Commencement Date shall be
postponed by (A)&nbsp;one-half of one additional day for each day during the period commencing on
January&nbsp;1, 2006 to and including January&nbsp;31, 2006, that the Tranche A Commencement Date has not
occurred and (B)&nbsp;two additional days for each day during the period, if any, commencing on February
1, 2006 to and including the day before the Tranche A Commencement Date; <U>provided further</U>,
that the &#147;January&nbsp;1,&#148; &#147;January&nbsp;31&#148; and &#147;February 1&#148; dates in the preceding proviso shall each be
postponed by one day (but not in excess of 15&nbsp;days) for each day after June&nbsp;15, 2005, that the
tenant occupying the 50th Floor on the date of this Lease (&#147;<U>DTC</U>&#148;) fails to vacate the 50th
Floor. By way of example only (assuming that the second proviso in the preceding sentence does not
apply), (x)&nbsp;if the Tranche A Commencement Date is January&nbsp;31, 2006 (30&nbsp;days after January 1), then
the Tranche A Rent Commencement Date will be 165&nbsp;days after January&nbsp;31, 2006 (adding 15 additional
days (0.5 x 30) to the 150&nbsp;day period described in <U>clause (ii)</U> above) and (y)&nbsp;if the
Tranche A Commencement Date is February&nbsp;15, 2006 (45&nbsp;days after January 1), then the Tranche A Rent
Commencement Date will be 195&nbsp;days after February&nbsp;15, 2006 (adding 45 additional days (0.5 x 30 &#043; 2
x 15) to the 150&nbsp;day period described in <U>clause (ii)</U> above). Landlord represents to Tenant
that, as of the date of this Lease, Landlord has offered to abate a portion of DTC&#146;s rental
obligation on the 50th Floor if DTC vacates such floor prior to June&nbsp;30, 2005, but Tenant
acknowledges that DTC is under no obligation to accept such offer.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;&#147;<U>Tranche B Rent Commencement Date</U>&#148; means the later of (i)&nbsp;June&nbsp;1, 2006 and (ii)
the date that is 120&nbsp;days after the Tranche B Commencement Date; <U>provided</U>, that if
Landlord&#146;s Work in respect of the Tranche B Space shall not be Substantially Completed on or before
March&nbsp;15, 2006 (as such date shall be extended by Tenant Delay and Unavoidable Delay), then, as
Tenant&#146;s sole and exclusive remedy therefor, the Tranche B Rent Commencement Date shall be
postponed by one-half of one additional day for each day during the period commencing on March&nbsp;15,
2006 to and including the day before the Tranche B Commencement Date. The Tranche A Rent
Commencement Date and the Tranche B Rent Commencement Date are each called a &#147;<U>Rent Commencement
Date</U>&#148;.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.03 </B><U><B>Additional Charges</B></U><B>. </B>&#147;<U>Additional Charges</U>&#148; means Tax Payments, Operating
Payments and all other sums of money, other than Fixed Rent, at any time payable by Tenant under
this Lease, all of which Additional Charges shall be deemed to be rent.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.04 </B><U><B>Tax Payments</B></U><B>. </B>(a) &#147;<U>Base Tax Amount</U>&#148; means the sum of (i)&nbsp;one-half of
the 2004/2005 Tax Average and (ii)&nbsp;one-half of the 2005/2006 Tax Average. &#147;<U>2004/2005 Tax
Average</U>&#148; means the sum of (A)&nbsp;one-half of the Taxes (excluding any amounts described in
<U>Section&nbsp;2.04(b)(iii)</U>) for the Tax Year commencing on July&nbsp;1, 2004, taking into account any
benefits or reduction received by Landlord from the ICIP for such Tax Year and (ii)&nbsp;one-half of the
Taxes (excluding any amounts described in <U>Section&nbsp;2.04(b)(iii)</U>) for the Tax Year commencing
on July&nbsp;1, 2004, determined without taking into account any benefits or reduction received by
Landlord from the ICIP for such Tax Year. &#147;<U>2005/2006 Tax Average</U>&#148; means the sum of (A)
one-half of the Taxes (excluding any amounts described in <U>Section&nbsp;2.04(b)(iii)</U>) for the Tax
Year commencing on July&nbsp;1, 2005, taking into account any benefits or reduction received by Landlord
from the ICIP for such Tax Year and (ii)&nbsp;one-half of the Taxes (excluding any amounts described in
<U>Section&nbsp;2.04(b)(iii)</U>) for the Tax Year commencing on July&nbsp;1, 2005, determined without
taking into account any benefits or reduction received by Landlord from the ICIP for such Tax Year.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;&#147;<U>Taxes</U>&#148; means (i)&nbsp;the real estate taxes, vault taxes, assessments and special
assessments levied, assessed or imposed upon or with respect to the Project by any federal, state,
municipal or other government or governmental body or authority, (taking into account (other than
for purposes of determining the Base Tax Amount which is governed by the provisions of <U>Section
2.04(a)</U> above) any benefits or reduction received by Landlord from the ICIP), (ii)&nbsp;all taxes
assessed or imposed with respect to the rentals payable under this Lease other than general income
and gross receipts taxes; provided, that any such tax shall exclude Commercial Rent or Occupancy
Taxes imposed pursuant to Title 11, Chapter&nbsp;7 of the New York City Administrative Code so long as
such tax is required to be paid by tenants directly to the taxing authority and (iii)&nbsp;any
assessments, dues, levies or charges paid to any business improvement district or similar
organization and (iv)&nbsp;any customary out-of-pocket expenses incurred by Landlord in contesting such
taxes or assessments and/or the assessed value of the Project, which expenses shall be allocated to
the Tax Year to which such expenses relate. Special assessments shall be paid in the maximum
number of installments permitted by law and shall only be included in Taxes to the extent such
installments fall within the Term. Taxes shall not include any interest or penalties arising from
late payment. If at any time the method of taxation shall be altered so that in lieu of 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)&nbsp;a tax,
assessment, levy, imposition, fee or charge wholly or partially as a capital levy or otherwise on
the rents received therefrom, or (y)&nbsp;any other such substitute tax, assessment, levy, imposition,
fee or charge, including without limitation, business improvement district and transportation
taxes, fees and assessments, then all such taxes, assessments, levies, impositions, fees or charges
or the part thereof so measured or based shall be included in &#147;Taxes&#148;. If the owner, or lessee
under a Superior Lease, of all or any part of the Building and/or the Land is an entity exempt from
the payment of taxes described in clauses (i)&nbsp;and (ii), there shall be included in &#147;Taxes&#148; the
taxes described in clauses (i)&nbsp;and (ii)&nbsp;which would be so levied, assessed or imposed if such owner
or lessee were not so exempt and such taxes shall be deemed to have been paid by Landlord on the
dates on which such taxes otherwise would have been payable if such owner or lessee were not so
exempt. Except as permitted in this <U>Section&nbsp;2.04(b)</U>, &#147;Taxes&#148; shall not include any income,
franchise, corporate, estate, inheritance, succession, capital stock or transfer tax.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;&#147;<U>Tax Year</U>&#148; means each period of 12&nbsp;months, commencing on the first day of July of
each such period, in which occurs any part of the Term, or such other period of 12&nbsp;months occurring
during the Term as hereafter may be adopted as the fiscal year for real estate tax purposes of the
City of New York.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;&#147;<U>Tenant&#146;s Share</U>&#148; means 5.341% (calculated by dividing (i)&nbsp;203,669 by (ii)&nbsp;3, 812,
963).


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;If Taxes for any Tax Year, including the Tax Year in which the Commencement Date occurs,
shall exceed the Base Tax Amount, Tenant shall pay to Landlord (each, a &#147;<U>Tax Payment</U>&#148;)
Tenant&#146;s Share of the amount by which 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&#146;s Share of each such installment within 30&nbsp;days after the rendering of a
statement therefor by Landlord to Tenant, which statement may be rendered so as to require Tenant&#146;s
Share of Taxes to be paid by Tenant 30&nbsp;days prior 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&#146;s Share of the particular installment(s) being billed. 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.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;If, with respect to any Tax Year for which Tenant has paid to Landlord a Tax Payment,
Landlord shall receive a refund of or credit against Taxes with respect to such Tax Year, Landlord
shall pay to Tenant Tenant&#146;s Share of such refund or credit within 30&nbsp;days of receiving such
refund, or shall permit Tenant to take Tenant&#146;s Share of such credit at the same time that Landlord
is entitled to take such credit (after deducting from such refund or credit the actual costs and
expenses of obtaining the same, including, without limitation, appraisal, accounting and legal
fees); <U>provided</U>, that such payment to Tenant shall in no event exceed Tenant&#146;s Tax Payment
paid for such Tax Year. The reference to &#147;Tenant&#146;s Share&#148; in this <U>Section&nbsp;2.04(f)</U> shall be
deemed to mean Tenant&#146;s Share in effect during the Tax Year to which the applicable refund relates;
<U>provided</U>, that if Tenant&#146;s Share changed during such Tax Year, any refund to which Tenant
is entitled under this <U>Section&nbsp;2.04(f)</U> shall be appropriately adjusted.


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;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 Base
Tax Amount and Landlord shall notify Tenant of the amount by which the Tax Payments previously made
were less than the Tax Payments required to be made under this <U>Section&nbsp;2.04</U>, and Tenant
shall pay the deficiency within 30&nbsp;days after demand therefor.


<P align="left" style="font-size: 12pt; text-indent: 12%">(h)&nbsp;(i)&nbsp;Tenant hereby requests that an application for abatement of real property taxes
pursuant to Title 4 of the Real Property Tax Law (the &#147;<U>RPTL</U>&#148;) be filed by Landlord and
Tenant (any abatement granted pursuant to said Title 4 being hereinafter referred to as the
&#147;<U>Tax Abatement</U>&#148;) for the Premises. Tenant hereby acknowledges that Tenant shall be solely
responsible for the preparation and filing of the application, the annual reports and other
documentation required pursuant to Title 4 of the RPTL (including, without limitation, pursuant to
Sections&nbsp;499-d and 499-f of the RPTL). All fees, charges and other expenses incurred in connection
with the application and continuing eligibility for the Tax Abatement shall be the sole
responsibility of Tenant.



<P align="left" style="margin-left:15%; font-size: 12pt">(ii)&nbsp;Pursuant to Section&nbsp;499-c.5. of the RPTL, Tenant is hereby informed that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 15%">(v)&nbsp;the percentage of the Building&#146;s aggregate floor area allocated to the Premises,
and &#147;tenant&#146;s percentage share&#148; for the purposes of Title 4 of the RPTL, is, as of the date
hereof, 5.341%;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 15%">(w)&nbsp;an application for abatement of real property taxes pursuant to Title 4 of the RPTL
will be made for the Premises;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 15%">(x)&nbsp;the Fixed Rent and additional rent payable by Tenant under this Lease, including
amounts payable by Tenant for real property taxes, will accurately reflect any abatement of
real property taxes granted pursuant to Title 4 of the RPTL for the Premises;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 15%">(y)&nbsp;at least $35 per square foot must be spent on improvements to the Premises and the
common areas of the Building; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 15%">(z)&nbsp;all abatements granted with respect to a building pursuant to Title 4 of the RPTL
will be revoked if, during the benefit period, real estate taxes or water or sewer charges
or other lienable charges are unpaid for more than one year, unless such delinquent amounts
are paid as provided in subdivision 4 of Section&nbsp;499-f of the RPTL.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iii)&nbsp;If the Tax Abatement shall be granted to Tenant, and for so long as such Tax
Abatement shall remain in effect (the &#147;<U>Benefit Period</U>&#148;), Tenant shall be entitled to
receive a credit against Fixed Rent and Additional Charges payable under this Lease, in an
amount equal to the Tax Abatement applicable to the Premises. During each Tax Year
occurring during the Benefit Period, Landlord shall credit against the installments of Fixed
Rent and Additional Charges payable under this Lease during such period, the portion of the
tax abatement applicable to such period. If the Tax Abatement shall be granted and is
thereafter terminated or reduced or recalculated as a result of a change in the billable
assessed value of the Building or for any other reason, Tenant shall be responsible for and
shall pay to Landlord within 30&nbsp;days after demand the entirety of the resulting increase in
Taxes payable by Landlord (including any retroactive increase), and all interest and
penalties relating thereto charged by the taxing authority. Tenant shall notify Landlord
within 30&nbsp;days after Tenant obtains knowledge of the occurrence of any event which may cause
the Tax Abatement to be terminated, reduced or recalculated.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iv)&nbsp;Without in any way limiting the provisions of <U>Section&nbsp;6.12</U>, each party
shall indemnify and hold the other harmless from and against any and all liability, damages,
claims, costs or expenses relating to the payment of Taxes (including penalties and interest
thereon) or other payments required to be paid in connection with or relating to the Tax
Abatement arising from the acts, failure to perform any acts required under Title 4 of the
RPTL or misrepresentations of the indemnifying party, together with all costs, expenses and
liabilities incurred in or in connection with each such claim or action or proceeding
brought thereon, including, without limitation, all reasonable attorneys&#146; fees and expenses.
The provisions of this <U>Section&nbsp;2.04(h)(iv)</U> shall survive the expiration or earlier
termination of this Lease.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(v)&nbsp;Upon the request of Tenant, Landlord shall complete, execute and submit with Tenant
all applications (including any revised applications therefor), evidence of expenditures in
excess of $35 per square foot in improvements, certificates of continuing eligibility and
such other documents, certificates and instruments that the New York City Department of
Finance may require in order to issue a certificate of abatement granting the Tax Abatement
or in order to maintain the Tax Abatement in effect, and Tenant shall pay to Landlord,
within 30&nbsp;days after demand, Landlord&#146;s reasonable out-of-pocket costs and expenses
(including, without limitation, reasonable attorneys&#146; fees and disbursements) incurred in
reviewing such applications, certificates of continuing eligibility and such other
documents, certificates and instruments.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(vi)&nbsp;Tenant hereby acknowledges that Landlord has made no representations or warranties
to Tenant with respect to Title 4 of the RPTL or of any potential Tax Abatement. Tenant&#146;s
obligation to pay Tenant&#146;s Share of Taxes shall not in any way be affected, reduced or
impaired by reason of Tenant&#146;s failure to qualify for, or obtain, any potential Tax
Abatement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(vii)&nbsp;Landlord shall not perform any acts or fail to perform any acts required under
Title 4 of the RPTL (provided Tenant shall fully pay to Landlord the payments of the Tax
Payment when due) or under this <U>Section&nbsp;2.04(h)</U> which shall cause the Tax Abatement
granted to Tenant to be revoked or terminated. If Landlord&#146;s acts or omissions (including,
without limitation, failure timely to pay Taxes, failure to provide certificates of
continued eligibility or misrepresentations made by Landlord on any filings or submissions)
cause the Tax Abatement to be revoked or terminated, then Landlord shall pay to Tenant, or
credit against Tenant&#146;s Tax Payments, each year the amount of the Tax Abatement that Tenant
would have received absent such revocation or termination, such payment or credit to be made
on each date that Tenant would have received the benefit of such Tax Abatement during the
Term.


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;As of the date of this Lease, the Building is benefiting from the Industrial and
Commercial Incentive Program (&#147;<U>ICIP</U>&#148;). In connection with the Building&#146;s ICIP benefits,
all of Tenant&#146;s construction managers, contractors and subcontractors employed in connection with
construction work at the Building shall be contractually required by Tenant to comply with the New
York City Department of Small Business/Division of Labor Services (&#147;<U>DLS</U>&#148;) requirements
applicable to construction projects benefiting from the ICIP. Such compliance, as of the date
hereof, includes the following: the submission and approval of a Construction Employment Report,
attendance at a pre-construction conference with representatives of the DLS and adherence to the
provisions of Article&nbsp;22 of the ICIP Rules and Regulations, the provisions of New York City Charter
Chapter&nbsp;13-B and the provisions of Executive Order No.&nbsp;50 (1980). Furthermore, at Landlord&#146;s
request, Tenant shall (A)&nbsp;report to Landlord the number of workers permanently engaged in
employment in the Premises, the nature of each worker&#146;s employment and, to the extent applicable,
the New York City residency of each worker, (B)&nbsp;provide access to the Premises by employees and
agents of the Department (as such term is defined in the ICIP Rules and Regulations) at all
reasonable times, and (C)&nbsp;enforce the contractual obligations of Tenant&#146;s construction managers,
contractors and subcontractors to comply with the DLS requirements.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.05 </B><U><B>Operating Payments</B></U><B>. </B>(a) &#147;<U>Base Operating Amount</U>&#148; means Operating
Expenses for the Base Operating Year.



<P align="left" style="margin-left:12%; font-size: 12pt">(b) &#147;<U>Base Operating Year</U>&#148; means calendar year 2005.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;&#147;<U>Landlord&#146;s Statement</U>&#148; means an instrument, certified by an officer of Landlord to
be true and correct, setting forth in reasonable detail, the Operating Payment payable by Tenant
for a specified Operating Year.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;&#147;<U>Operating Expenses</U>&#148; means, without duplication, all expenses paid or incurred by
or on behalf of Landlord in respect of the repair, replacement, maintenance, operation and security
of the Project, including, without limitation, (i)&nbsp;salaries, wages, medical, surgical, insurance
(including, without limitation, group life and disability insurance), union and general welfare
benefits, pension payments, severance payments, sick day payments and other fringe benefits of
employees of Landlord, Landlord&#146;s Affiliates and their respective contractors engaged in such
repair, replacement, maintenance, operation and/or security; (ii)&nbsp;payroll taxes, worker&#146;s
compensation, uniforms and related expenses (whether direct or indirect) for such employees; (iii)
Landlord&#146;s actual cost of fuel, gas, steam, electricity, heat, ventilation, air-conditioning and
chilled or condenser water, water, sewer and other utilities, together with any taxes and
surcharges on, and fees paid to third parties in connection with the calculation and billing of,
such utilities, in each case provided to Building systems and to portions of the Building other
than Rentable Space; (iv)&nbsp;the cost of painting and/or decorating all areas of the Project,
excluding, however, any space contained therein which is demised to tenants or available for lease
to tenants, whether or not such space is then being marketed (&#147;<U>Rentable Space</U>&#148;); (v)&nbsp;the
cost of casualty, liability, fidelity, rent and all other insurance regarding the Project, to the
extent consistent with the insurance carried by prudent landlords with respect to comparable
buildings in the vicinity of the Project; (vi)&nbsp;the cost of all supplies, tools, materials and
equipment, whether by purchase or rental, used in the repair, replacement, maintenance, operation
and/or security of the Project, and any sales and other taxes thereon; (vii)&nbsp;the rental value
(provided such rental value is included in Operating Expenses for substantially all of the office
tenants in the Building), and all office expenses, such as telephone, utility, stationery and
similar expenses, incurred in connection with Landlord&#146;s Building office and any other premises in
the Building utilized by the personnel of either Landlord, Landlord&#146;s Affiliates or Landlord&#146;s
contractors, in connection with the repair, replacement, maintenance, operation and/or security
thereof; (viii)&nbsp;the cost of cleaning, janitorial and security services, including, without
limitation, glass cleaning, snow and ice removal and garbage and waste collection and disposal;
(ix)&nbsp;the cost of maintaining (including replacing) all interior and exterior landscaping located at
or within the Project, but excluding the initial cost of any additional landscaping; (x)&nbsp;the cost
of all alterations, repairs, replacements and/or improvements made at any time following the Base
Operating Year by or on behalf of Landlord, whether structural or non structural, ordinary or
extraordinary, foreseen or unforeseen, and whether or not required by this Lease, and all tools and
equipment related thereto; <U>provided</U>, that if under generally accepted accounting principles
consistently applied (&#147;<U>GAAP</U>&#148;), any of the costs referred to in this <U>clause (x)</U> are
required to be capitalized, then the costs of such alterations, repairs, replacements and/or
improvements (&#147;<U>Capital Improvements</U>&#148;) shall not be included in Operating Expenses unless
they (I)&nbsp;are required by any Laws that first became effective (1)&nbsp;on or after the date of this
Lease or (2)&nbsp;before the date of this Lease but with respect to which the obligation to comply first
arises after the date of this Lease, (II)&nbsp;have the effect of reducing expenses that would otherwise
be included in Operating Expenses or (III)&nbsp;consist of items of equipment costing not more than
$50,000.00 per item and which are depreciable in accordance with GAAP over a period of not more
than 10&nbsp;years, in which event (in the case of <U>clauses</U> (<U>I</U>), (<U>II</U>) and
(<U>III</U>)) the cost thereof, together with interest thereon at either (A)&nbsp;if Landlord shall not
finance such Capital Improvements, the Prime Rate in effect on December&nbsp;31 of the Operating Year in
which such costs were incurred or (B)&nbsp;if Landlord shall finance such Capital Improvements, the
actual costs incurred by Landlord to finance such Capital Improvements, shall be amortized and
included in Operating Expenses over the useful life of the item in question, as reasonably
determined by Landlord in accordance with GAAP; <U>provided</U>, that the amount included in
Operating Expenses in any Operating Year in respect of costs described in <U>clause (II)</U> of
this <U>clause (x)</U> shall not exceed the amount of the reduction in Operating Expenses
resulting from such costs; (xi)&nbsp;management fees not to exceed 3% of the aggregate rents, additional
rents and other charges (to the extent such rents and charges are customarily treated as gross
rentals upon which property managers of downtown New York City office buildings are paid a
management fee) payable to Landlord by tenants of the Building; (xii)&nbsp;all reasonable costs and
expenses of third-party legal, bookkeeping, accounting and other professional services; and (xiii)
all other fees, costs, charges and expenses properly allocable to the repair, replacement,
maintenance, operation and/or security of the Project, and customarily treated as operating
expenses in first-class office buildings in the Borough of Manhattan, City of New York. All
Operating Expenses shall be determined on a &#147;net&#148; basis, net of any reimbursements, recoupments,
payments, discounts, credits, reductions, allowances, insurance proceeds or similar items received
by Landlord. Notwithstanding the foregoing, &#147;<U>Operating Expenses</U>&#148; shall not include the
following:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(A)&nbsp;depreciation and amortization (except with respect to Capital Improvements
described in <U>clause (x)</U> of this <U>Section&nbsp;2.05(d)</U>);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(B)&nbsp;principal and interest payments and other costs incurred in connection with
any financing or refinancing of the Project or any portion thereof or any direct or
indirect interest therein (except as provided in <U>clause (x)</U> of this
<U>Section&nbsp;2.05(d)</U>);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(C)&nbsp;the cost of improvements made for tenant(s) of the Building or in
contemplation of leasing a particular space to a tenant (but including in Operating
Expenses any amount in respect of the Building systems or structural components of
the Building that would be incurred by Landlord whether or not such space was leased
and are otherwise includable in Operating Expenses);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(D)&nbsp;all costs and expenses incurred in procuring tenants for the Building,
including, without limitation, brokerage commissions, marketing and advertising
expenses, lease concessions, lease takeover or rental assumption obligations;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(E)&nbsp;cost of any work or service performed for any tenant of the Building
(including Tenant), whether at the expense of Landlord or such tenant, to the extent
that such work or service is in excess of the work or service that Landlord is
required to furnish Tenant under this Lease at the expense of Landlord;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(F)&nbsp;the cost of any electricity consumed in the Premises or in any other
Rentable Space in the Building, together with any taxes and surcharges on, and fees
paid to third parties in connection with the calculation and billing of such
electricity, the cost of any separate electric meters serving any Rentable Space and
the cost of any surveys prepared to determine the electrical costs to be charged for
any Rentable Space;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(G)&nbsp;Taxes, and any income, franchise, corporate, estate, inheritance,
succession, capital stock or transfer tax;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(H)&nbsp;legal fees and disbursements incurred in preparing, negotiating and
approving leases and related documents for tenants (including amendments or
modifications of leases, assignments of leases, surrenders, extensions or renewals
of leases, subleases, consents, estoppel certificates, subordination, nondisturbance
and attornment agreements, tenant improvements and tenant improvement plans and
specifications) or in enforcing the terms of any lease;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(I)&nbsp;any cost for restoration or repair of the Project the need for which arises
from condemnation or casualty (but including in Operating Expenses the amount of any
deductible, to the extent such deductible is not in excess of deductibles
customarily carried by prudent landlords of first-class office buildings in lower
Manhattan);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(J)&nbsp;any cost to the extent Landlord is entitled to be reimbursed therefor by
any tenant or otherwise (other than by means of operating expense reimbursement
provisions contained in the leases of other tenants.);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(K)&nbsp;the cost of any Capital Improvements other than as expressly provided in
<U>clause (x)</U> of this <U>Section&nbsp;2.05(d)</U>, and the cost of any lease
payments for improvements which, if purchased, would constitute a Capital
Improvement that is not includable in Operating Expenses under <U>clause (x)</U> of
this <U>Section&nbsp;2.05(d)</U>;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(L)&nbsp;salaries, fringe benefits and other compensation (including termination or
severance expenses) for personnel above the grade of building manager;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(M)&nbsp;rent and all other sums payable under any Superior Lease (other than
amounts which constitute a reimbursement to the Superior Lessor for items which
would have been included in Operating Expenses under this Lease if the same were
paid directly by Landlord);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(N)&nbsp;damage awards, legal fees and disbursements and other costs in connection
with any litigation with respect to alleged negligence or willful misconduct of
Landlord, disputes with tenants or occupants of the Project, disputes with brokers,
disputes with purchasers, lenders or Superior Lessors;



<P align="left" style="margin-left:19%; font-size: 12pt">(O)&nbsp;advertising and promotional costs;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(P)&nbsp;any fee or expenditure that is paid or payable to any Affiliate of Landlord
to the extent that such fee or expenditure exceeds the amount that would be
reasonably expected to be paid to an unaffiliated third party on a competitive
basis;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(Q)&nbsp;interest, penalties and late charges imposed on late payments, and any
fines imposed for failure timely to cure noticed violations;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">&#174; costs incurred in the removal, abatement, encapsulation or other treatment
of asbestos or other hazardous materials (exclusive of any such costs with respect
to hazardous materials (other than asbestos) used in compliance with all applicable
Laws in the ordinary course of operating and maintaining the Project, which costs
may be included in Operating Expenses);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(S)&nbsp;the costs of acquiring, leasing, removing or replacing sculptures,
paintings and other works of art located at the Project (but including in Operating
Expenses the costs of maintaining, securing and insuring same);



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(T)&nbsp;any costs incurred principally in connection with portions of the building
leased or used for retail purposes, including any food court;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(U)&nbsp;costs incurred with respect to a sale of the Project, any portion thereof
or any interest therein;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(V)&nbsp;any costs includable in Operating Expenses that are incurred with respect
to both the Project and other property (including salaries, fringe benefits and
other compensation of personnel who provide service to the Project and other
property), except to the extent of the fair and reasonable share of such Operating
Expenses that are properly allocable to the Project;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(W)&nbsp;dues to professional and lobbying associations, or contributions to
political or charitable organizations;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(X)&nbsp;costs relating to withdrawal liability or unfunded pension liability under
the Multi-Employer Pension Plan Act or similar law;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(Y)&nbsp;the cost of installing, operating and maintaining any special facility or
amenity at the Building, including broadcasting facilities, athletic clubs and
dining facilities;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(Z)&nbsp;general administrative and overhead costs of Landlord and its Affiliates,
as distinguished from the costs of the management, operation, repair and maintenance
of the Building;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(AA)&nbsp;assessments, common charges and similar charges imposed by any condominium
board to the extent such costs (i)&nbsp;are imposed to pay for, or as reimbursement for,
costs which would not otherwise constitute Operating Expenses, or (ii)&nbsp;are
materially in excess of those that would have been incurred if the Project were not
subject to a condominium regime; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(BB)&nbsp;costs arising from the negligence of, or breach of lease by, another
tenant of the Building.



<P align="left" style="margin-left:12%; font-size: 12pt">(e) &#147;<U>Operating Year</U>&#148; means each calendar year in which occurs any part of the Term.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;For each Operating Year, including the Operating Year in which the Commencement Date
occurs, Tenant shall pay (each, an &#147;<U>Operating Payment</U>&#148;) Tenant&#146;s Share of the amount, if
any, by which Operating Expenses for such Operating Year exceed the Base Operating Amount.


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;If during any relevant period, including the Base Operating Year, (i)&nbsp;any Rentable Space
in the Building shall be unoccupied, and/or (ii)&nbsp;the tenant or occupant of any space in the
Building undertook 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, then, in any such event, the
Operating Expenses for such period shall be increased to reflect the Operating Expenses that would
have been incurred if such space had been occupied or if Landlord had performed such work or
services, as the case may be.


<P align="left" style="font-size: 12pt; text-indent: 12%">(h)&nbsp;Landlord shall furnish to Tenant, prior to the commencement of each Operating Year, a
statement setting forth Landlord&#146;s reasonable estimate of the Operating Payment for such Operating
Year. Tenant shall pay to Landlord on the first day of each month during such Operating Year, an
amount equal to 1/12th of Landlord&#146;s estimate of the Operating Payment for such Operating Year. If
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 (A)&nbsp;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 <U>Section&nbsp;2.05</U> in respect of the last month of the preceding
Operating Year; (B)&nbsp;after such estimate is furnished to Tenant, Landlord shall notify Tenant
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 in accordance with such
estimate, and (x)&nbsp;if there is a deficiency, Tenant shall pay the amount thereof within 30&nbsp;days
after delivery of such estimate, or (y)&nbsp;if there is an overpayment, Landlord shall, within 30&nbsp;days
after delivery of such estimate, refund to Tenant the amount thereof; and (C)&nbsp;on the first day of
the month following the month in which such estimate is furnished to Tenant and monthly thereafter
throughout such Operating Year Tenant shall pay to Landlord an amount equal to 1/12th of the
Operating Payment shown on such estimate. Landlord may, during each Operating Year, furnish to
Tenant a revised statement of Landlord&#146;s 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 as the case may be, substantially in the same manner as provided in the preceding
sentence.


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;Landlord shall furnish to Tenant a Landlord&#146;s Statement for each Operating Year (and shall
endeavor to do so within 150&nbsp;days after the end of each Operating Year). If Landlord&#146;s Statement
shall show that the sums paid by Tenant, if any, under <U>Section&nbsp;2.05(h)</U> exceeded the
Operating Payment to be paid by Tenant for the applicable Operating Year, Landlord shall, within 30
days after delivery of Landlord&#146;s Statement, refund to Tenant the amount of such excess; and if the
Landlord&#146;s Statement 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 30&nbsp;days after delivery of Landlord&#146;s Statement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 8%">(j) (i)&nbsp;Tenant, upon notice given within 120&nbsp;days after Tenant&#146;s receipt of a
Landlord&#146;s Statement or a Landlord&#146;s Emergency Power Statement, may elect to have Tenant&#146;s
designated certified public accountant (who may be an employee of Tenant but who may not, in
any case, be retained by Tenant primarily on a contingency fee basis or any other fee basis
by which such accountant&#146;s compensation is based primarily upon the amount refunded or by
credited Landlord to Tenant as a result of such audit) examine such of Landlord&#146;s books and
records (collectively, &#147;<U>Records</U>&#148;) as are directly relevant to such Landlord&#146;s
Statement or Landlord&#146;s Emergency Power Statement, and Landlord shall provide access to the
Records at the offices of Landlord or its property manager or accountant within New York
City, upon reasonable prior notice and during normal business hours. Landlord shall
maintain its Records of Operating Expenses and Emergency Power Expenses in a single location
for a period of at least 3&nbsp;years after the date of the applicable Landlord&#146;s Statement or
Landlord&#146;s Emergency Power Statement. As a condition to Tenant&#146;s right to review the
Records, Tenant shall pay all sums required to be paid in accordance with the Landlord&#146;s
Statement or the Landlord&#146;s Emergency Power Statement in question. If Tenant shall not give
such notice within such 120-day period, then such Landlord&#146;s Statement or Landlord&#146;s
Emergency Power Statement shall be conclusive and binding upon Tenant. Tenant and Tenant&#146;s
employees, accountants and agents shall treat all Records as confidential (other than
disclosure required by Laws, and subject to the right to use such information in any
proceeding against Landlord with respect thereto), and, upon request by Landlord, shall
confirm such confidentiality obligation in writing.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;Tenant, within 120&nbsp;days after the date on which the Records are made available to
Tenant, may send a notice (&#147;<U>Tenant&#146;s Statement</U>&#148;) to Landlord that Tenant disagrees
with the applicable Landlord&#146;s Statement or Landlord&#146;s Emergency Power Statement, specifying
in reasonable detail the basis for Tenant&#146;s disagreement and the amount of the Operating
Payment or the Emergency Power Operating Payment Tenant claims is due. If Tenant fails
timely to deliver a Tenant&#146;s Statement, then such Landlord&#146;s Statement or Landlord&#146;s
Emergency Power Statement shall be conclusive and binding on Tenant. Landlord and Tenant
shall attempt to adjust such disagreement. If they are unable to do so within 60&nbsp;days after
delivery of the Tenant&#146;s Statement, then such disagreement shall be determined by an Arbiter
in accordance with this <U>Section&nbsp;2.05(j)</U>, and promptly thereafter Landlord and Tenant
shall jointly designate a certified public accountant (the &#147;<U>Arbiter</U>&#148;) whose
determination made in accordance with this <U>Section&nbsp;2.05(j)(ii)</U> shall be binding upon
the parties. If the determination of the 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 50 accounting professionals, and shall have at least 15
years&#146; experience as a certified public accountant in the field of commercial real estate
accounting. If Landlord and Tenant shall be unable to agree upon the designation of the
Arbiter within 15&nbsp;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,
then either party shall have the right to request the American Arbitration Association (or
any organization which is the successor thereto) (the &#147;<U>AAA</U>&#148;) to designate as the
Arbiter a certified public accountant meeting the above requirements whose determination
made in accordance with this <U>Section&nbsp;2.05(j)(ii)</U> shall be conclusive and binding
upon the parties, and the cost of such certified public accountant shall be borne as
provided above in the case of the Arbiter designated by Landlord and Tenant. Any
determination made by an Arbiter shall not exceed the amount determined to be due in the
first instance by Landlord&#146;s Statement or Landlord&#146;s Emergency Power Statement, nor shall
such determination be less than the amount claimed to be due by Tenant in Tenant&#146;s
Statement, and 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. Pending the resolution of any contest pursuant to this
<U>Section&nbsp;2.05(j)(ii)</U>, and as a condition to Tenant&#146;s right to prosecute such contest,
Tenant shall pay all sums required to be paid in accordance with the Landlord&#146;s Statement or
the Landlord&#146;s Emergency Power Statement in question. If Tenant shall prevail in such
contest, an appropriate refund shall be made by Landlord to Tenant, <B>t</B>ogether with interest
thereon at the Prime Rate for the period commencing at the end of the preceding Operating
Year and ending upon the payment of such refund to Tenant. The term &#147;substantially confirm&#148;
as used in this <U>Section&nbsp;2.05(j)(ii)</U>, shall mean a variance of 5% or less. The right
to examine the Records shall survive the expiration of the Term (subject to the other
provisions of this <U>Section&nbsp;2.05(j)</U>).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iii)&nbsp;If it is determined pursuant to the provisions of this <U>Section&nbsp;2.05(j)</U>
that there was an overpayment of any Operating Payment or Emergency Power Operating Payment
by more than 5%, then Landlord shall refund to Tenant the amount of the overpayment together
with interest thereon at the Interest Rate from the date of payment by Tenant until refunded
by Landlord.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iv)&nbsp;Notwithstanding the preceding provisions of this <U>Section&nbsp;2.05(j)</U>, the time
periods within which Tenant may review the Records and contest Operating Expenses for the
Base Operating Year shall be the same as those applicable to the 2007 Operating Year.


<P align="left" style="font-size: 12pt; text-indent: 12%">(k)&nbsp;Landlord shall deliver to Tenant, at the same time that Landlord delivers to the other
tenants of the Building, a Landlord&#146;s Statement of the Operating Expenses for the Project for each
of the 2004 and 2005 Operating Years.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.06 </B><U><B>Tax and Operating Provisions</B></U><B>. </B>(a)&nbsp;In any case provided in <U>Section&nbsp;2.04</U>,
<U>2.05</U> or <U>3.02</U> in which Tenant is entitled to a refund, Tenant may elect to receive
such refund in the form of a credit against future installments of Rent. Nothing in this
<U>Article&nbsp;2</U> or <U>Section&nbsp;3.03</U> shall be construed so as to result in a decrease in the
Fixed Rent. If this Lease shall expire before any such credit shall have been fully applied, then
(provided Tenant is not in default under this Lease) Landlord shall refund to Tenant the unapplied
balance of such credit within 30&nbsp;days following expiration of the Term.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Landlord&#146;s failure to render or delay in rendering a Landlord&#146;s Statement or Landlord&#146;s
Emergency Power Statement with respect to any Operating Year or any component of the Operating
Payment or Emergency Power Operating Payment shall not prejudice Landlord&#146;s right to thereafter
render a Landlord&#146;s Statement or Landlord&#146;s Emergency Power Statement with respect to any such
Operating Year or any such component; <U>provided</U>, that such Landlord&#146;s Statement or
Landlord&#146;s Emergency Power Statement is delivered within 2&nbsp;years after the end of the Operating
Year in question, nor shall the rendering of a Landlord&#146;s Statement or Landlord&#146;s Emergency Power
Statement for any Operating Year prejudice Landlord&#146;s right to thereafter render a corrected
Landlord&#146;s Statement or Landlord&#146;s Emergency Power Statement for such Operating Year. Landlord&#146;s
failure to render or delay in rendering any statement with respect to any Tax Payment or
installment thereof shall not prejudice Landlord&#146;s right to thereafter render such a statement,
provided such statement is delivered within 2&nbsp;years following the later of (i)&nbsp;the end of the Tax
Year in question or (ii)&nbsp;the final determination of the Taxes for the Tax Year in question, nor
shall the rendering of a statement for any Tax Payment or installment thereof prejudice Landlord&#146;s
right to thereafter render a corrected statement therefor within such 2-year period. If Landlord
shall not render any statement (or corrected statement) within the relevant 2-year period, then
Landlord shall be deemed to have waived any right to render such statement (or corrected
statement).


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;None of Tenant&#146;s Tax Payment, Operating Payment or Emergency Power Operating Payment shall
exceed Tenant&#146;s Share of 100% of the actual increase in Taxes, Operating Expenses or Emergency
Power Expenses, as applicable, as determined in accordance with <U>Sections&nbsp;2.04</U> and
<U>2.05</U> above. If the Building shall be condominiumized, or if ownership of the north and
south towers of the Building shall be separated, or if Landlord shall elect to treat the south
tower of the Building and the north tower of the Building separately for purposes of calculating
Taxes and Operating Expenses, then Tenant&#146;s Operating Payments and Tax Payments shall, if
necessary, be equitably adjusted such that Tenant shall thereafter continue to pay the same share
of the Taxes and Operating Expenses of the Building as Tenant would pay in the absence of such
condominiumization, separate ownership or separate treatment.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Each Tax Payment in respect of a Tax Year, and each Operating Payment or Emergency Power
Payment in respect of an Operating Year, which begins prior to the Commencement Date or ends after
the expiration or earlier termination of this Lease, and any tax refund pursuant to <U>Section
2.04(f)</U>, shall be prorated to correspond to that portion of such Tax Year or Operating Year
occurring within the Term, based upon the actual number of days in such Tax Year or Operating Year.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.07 </B><U><B>Electric Charges</B></U><B>. </B>(a)&nbsp;Tenant&#146;s demand for, and consumption of, electricity in
the Premises shall be determined by meter or meters specified in the Plans installed within the
Premises as part of Landlord&#146;s Work (or, if existing within the Premises, retrofitted as specified
in the Plans as part of Landlord&#146;s Work) by Landlord at Landlord&#146;s expense. Tenant shall pay for
such electric consumption within 30&nbsp;days after rendition of bills therefor. Such bills shall
include a statement of the readings from Tenant&#146;s submeters, which shall be totalized, a
calculation of the amount due from Tenant and a copy of Landlord&#146;s electric bill. Tenant shall
have the right from time to time to confirm the accuracy and functioning of the submeters, and
should any discrepancy or inaccuracy be identified, Tenant shall be entitled to a refund of any
overpayment.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;The amount payable by Tenant per &#147;KW&#148; and &#147;KWHR&#148; for electricity consumed within the
Premises, shall be 104% of the amount (as adjusted from time to time, &#147;<U>Landlord&#146;s Rate</U>&#148;) at
which Landlord from time to time purchases each KW and KWHR of electricity for the same period from
the utility company and/or alternate providers who either are not Affiliates of Landlord, or if
Affiliates of Landlord, whose charges are not in excess of what would be charged by the public
utility servicing the Building (including all surcharges, taxes, fuel adjustments, market supply
and market adjustment charges, taxes passed on to consumers by the public utility, and other sums
payable in respect thereof), plus all surcharges, taxes and other sums payable in respect of
Landlord&#146;s sale of electricity to Tenant. Landlord&#146;s Rate shall be determined by applying KW and
KWHR (e.g., on-peak and off-peak) as derived from Tenant&#146;s submeter(s) to the same cost components
applicable to Landlord&#146;s electricity purchase.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;At Landlord&#146;s option, Landlord shall furnish and install all replacement lighting, tubes,
lamps, bulbs and ballasts required in the Premises, and Tenant shall pay to Landlord or its
designated contractor, within 30&nbsp;days after demand, Landlord&#146;s then established reasonable charges
therefor, but not in excess of the market price for such items.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Any dispute with respect to the determination of Additional Charges for electric
consumption at the Premises shall be determined by arbitration as set forth in <U>Section&nbsp;8.09</U>
hereof.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.08 </B><U><B>Manner of Payment</B></U><B>. </B>Tenant shall pay all Rent as the same shall become due and
payable under this Lease (a)&nbsp;in the case of Fixed Rent and those regularly recurring Additional
Charges set forth in <U>Section&nbsp;2.05(h)</U> and <U>Section&nbsp;3.03(g)(v)</U>, by wire transfer of
immediately available federal funds as directed by Landlord in writing from time to time (and
absent such direction, then in the manner set forth in <U>clause (b)</U> below), and (b)&nbsp;in the
case of all other sums, either by wire transfer as aforesaid or by check (subject to collection)
drawn on a New York Clearing House Association member bank, in each case at the times provided
herein without notice or demand (except as otherwise provided herein) and without setoff (except as
otherwise provided herein) or counterclaim. All Rent shall be paid in lawful money of the United
States to Landlord at its office or such other place as Landlord may from time to time designate.
If Tenant fails timely to pay any Rent, Tenant shall pay interest thereon from the date when such
Rent became due to the date of Landlord&#146;s receipt thereof at the Interest Rate; <U>provided</U>,
that in the case of the first such failure in any 12&nbsp;month period, Tenant shall not be obligated to
pay such interest unless Tenant&#146;s failure to pay continues for more than 10&nbsp;days after notice from
Landlord (in which case such interest shall be payable from the due date of the payment in
question). Any Additional Charges for which no due date is specified in this Lease shall be due
and payable on the 30th day after the date of invoice.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>2.09 </B><U><B>Security</B></U><B>. </B>(a)&nbsp;Tenant shall deliver to Landlord, in accordance with the further
provisions of this <U>Section&nbsp;2.09(a)</U>, as security for the performance of Tenant&#146;s obligations
under this Lease, an unconditional, irrevocable letter of credit, in the amount (the &#147;<U>Original
LC Amount</U>&#148;) of $9,391,842.50 substantially in the form annexed hereto as <U>Exhibit&nbsp;F</U> and
issued by Bank of America, JP Morgan Chase or another bank that has a Standard &#038; Poor&#146;s rating of
at least &#147;AA&#148; (or, if Standard &#038; Poor&#146;s hereafter ceases the publication of ratings for banks, a
rating of a reputable rating agency as reasonably designated by Landlord that most closely
approximates a Standard &#038; Poor&#146;s rating of &#147;AA&#148; as of the date hereof) (the &#147;<U>Letter of
Credit</U>&#148;). The Letter of Credit shall provide that it is transferable by Landlord upon payment
of the issuer&#146;s standard charge, which charge shall be paid by Tenant provided it is not incurred
more than once in any 2&nbsp;year period, and shall either (x)&nbsp;expire (1)&nbsp;on the date which is 30&nbsp;days
after the expiration or earlier termination of this Lease (the &#147;<U>LC Date</U>&#148;) or (2)&nbsp;no earlier
than one year from issuance or (y)&nbsp;be automatically self-renewing until the LC Date unless the
issuer thereof otherwise advises Landlord on or prior to the 30th day before the applicable
expiration date. If any Letter of Credit is due to expire in less than 30&nbsp;days and Tenant has not
delivered either an extension of the Letter of Credit for a term of at least one year, or one or
more new letters of credit meeting the requirements set forth above or a cash security deposit (or
any combination of the foregoing such that the full amount of security posted with Landlord is at
least the amount set forth above, as reduced from time to time pursuant to this <U>Section
2.09</U>), then Landlord may draw upon the Letter of Credit and hold the proceeds thereof as
security for the performance of Tenant&#146;s obligations under this Lease and apply the same as set
forth the next sentence. If an Event of Default occurs and is continuing, Landlord may draw on the
Letter of Credit and apply the proceeds thereof (i)&nbsp;to the payment of any Rent that then remains
unpaid, or (ii)&nbsp;to any damages, costs and expenses that Landlord incurs by reason of such Event of
Default. If Landlord shall have so drawn upon the Letter of Credit and applied the proceeds
thereof, Tenant shall upon written demand deposit with Landlord an additional letter of credit
equal to the amount so applied by Landlord.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Tenant shall deliver to Landlord (i)&nbsp;a Letter of Credit in the amount of $2,700,000.00 on
or before the 30th day after the date of this Lease and (ii)&nbsp;a Letter of Credit for the balance of
the Original LC Amount on or before the first to occur of (A)&nbsp;July&nbsp;1, 2005 and (B)&nbsp;the date
Landlord commences construction of Landlord&#146;s Work. If Tenant fails to post any Letter of Credit
in accordance with this <U>Section&nbsp;2.09(b)</U>, Landlord shall have no obligation to commence or
continue construction of Landlord&#146;s Work, and any resulting delay in the Substantial Completion of
Landlord&#146;s Work shall be a Tenant Delay.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Provided there is no outstanding Event of Default under this Lease, on or before the LC
Date: (i)&nbsp;Landlord shall return to Tenant the Letter of Credit (or the proceeds thereof, with
interest as provided below) then held by Landlord or (ii)&nbsp;if Landlord shall have drawn upon the
Letter of Credit and applied proceeds as provided in <U>Section&nbsp;2.09(a)</U>, Landlord shall return
to Tenant that portion, if any, of the proceeds of the Letter of Credit remaining in Landlord&#146;s
possession, with interest as provided below.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Provided that on each applicable anniversary of the Primary Rent Commencement Date, no
Event of Default has occurred and is continuing, the amount of the Letter of Credit (or cash
security held in lieu thereof) shall be reduced, and the Letter of Credit shall provide that it
shall be reduced automatically (unless Landlord has notified the bank of an outstanding Event of
Default hereunder), on the first anniversary of the Primary Rent Commencement Date and on each of
the next succeeding nine anniversaries of the Primary Rent Commencement Date by 10% of the Original
LC Amount, such that after the 10th anniversary of the Primary Rent Commencement Date (but subject
to the proviso at the beginning of this <U>Section&nbsp;2.09(c)</U>) Tenant shall have no further
obligation to post a Letter of Credit or other security under this <U>Section&nbsp;2.09</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;Anything contained in this <U>Section&nbsp;2.09</U> to the contrary notwithstanding, if (i)
Named Tenant shall be the tenant under this Lease, (ii)&nbsp;the entire outstanding amount of those
certain 5% Convertible Subordinated Debentures of Bowne &#038; Co., Inc. due October&nbsp;1, 2033, shall be
(A)&nbsp;converted into stock of Tenant and/or (B)&nbsp;repaid and refinanced (either upon repayment, or as a
result of a subsequent refinancing) for a term ending not earlier than October&nbsp;1, 2010, and/or (C)
remain outstanding beyond October&nbsp;1, 2008, in accordance with their terms by reason of the failure
of Bowne &#038; Co., Inc. and the holders of such debentures to elect to redeem or repurchase such
debentures as of October&nbsp;1, 2008, and (iii)&nbsp;there shall be no outstanding Event of Default under
this Lease, then Tenant shall have no further obligation to post a Letter of Credit under this
<U>Section&nbsp;2.09</U>, and Landlord shall return to Tenant the Letter of Credit (or the proceeds
thereof) then held by Landlord.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;If at any time Landlord draws the Letter of Credit or Tenant delivers cash security in
substitution in whole or in part for a Letter of Credit, the proceeds thereof, except to the extent
permitted by this Lease to be retained by Landlord, shall be held in an interest bearing account
and Landlord shall remit interest to Tenant at least quarterly, less an annual administrative fee
in an amount equal to 1% of such proceeds. At any time and from time to time Tenant may replace
the cash security deposit with a new Letter of Credit, and may substitute a new Letter of Credit
for any existing Letter of Credit, provided that each such substitute Letter of Credit meets the
requirements for a Letter of Credit set forth in this <U>Section&nbsp;2.09</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;If at any time Tenant replaces the Letter of Credit with one or more substitute letters of
credit as provided herein, or if Landlord returns the Letter of Credit in accordance with
<U>Section&nbsp;2.09(e)</U> above, Landlord shall cooperate in connection with such substitution or
return, and shall execute such documents of cancellation as may be reasonably required by the
issuer. If at any time Tenant replaces cash security with a letter of credit, Landlord shall
promptly return the cash security to Tenant together with accrued but unpaid interest thereon.


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 3</B></U>



<P align="center" style="font-size: 12pt"><U><B>Landlord Covenants</B></U>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>3.01 </B><U><B>Landlord Services</B></U><B>. </B>From and after (x)&nbsp;the Tranche A Commencement Date, in the
case of the Tranche A Space and (y)&nbsp;the Tranche B Commencement Date, in the case of the Tranche B
Space, Landlord shall furnish Tenant with the following services (collectively, &#147;<U>Landlord
Services</U>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;heat, ventilation and air-conditioning to the Premises from 8:00 a.m. on each Business Day
to 1:00 a.m. on the following day (whether or not such following day is a Business Day) and from
8:00 a.m. to 6:00 p.m. on Saturdays and Sundays substantially in accordance with the design
specifications set forth in <U>Exhibit&nbsp;G</U> attached hereto; if Tenant shall require heat,
ventilation or air conditioning services at any other times, Landlord shall furnish such service
(i)&nbsp;in the case of a Business Day, upon receiving notice from Tenant by 3:00 p.m. of such Business
Day and (ii)&nbsp;in the case of a day other than a Business Day, upon receiving notice from Tenant by
1:00 p.m. of the immediately preceding Business Day (and in each case, in the event of an
emergency, Tenant shall give to Landlord such notice as may be practicable under the circumstances
and Landlord shall endeavor to provide same on such shorter notice), and Tenant shall pay to
Landlord, within 30&nbsp;days after demand, Landlord&#146;s then established charges therefor which are
consistently applied to substantially all office tenants;


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;steam, if required by Tenant for any additional heating or permitted kitchen use, in which
event Tenant shall pay to Landlord the cost of such steam as well as the cost of piping and other
equipment or facilities required to supply steam to and distribute steam within the Premises;
Landlord may install and maintain, at Tenant&#146;s expense, meters to measure Tenant&#146;s consumption of
steam and Tenant shall reimburse Landlord for the quantities of steam shown on such meters and
Landlord&#146;s charge for the production or purchase of such steam, within 30&nbsp;days after demand;


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;(i)&nbsp;passenger elevator service with six cars (which shall be fully operational on the
Commencement Date with no activation fee to be paid by Tenant) serving each floor of the Premises
at all times during Business Hours on Business Days and with at least one passenger elevator
subject to call at all other times; as part of Landlord&#146;s Work in respect of the Tranche B Space,
Landlord shall cause 2 of the elevator cabs in the Building&#146;s &#147;J&#148; bank (which serves the 50th
Floor) to stop (on a 24 hour per day, 7&nbsp;day per week basis) on the 10th Floor and the 11th Floor;
Landlord shall not otherwise reconfigure the elevator banks serving the Premises without Tenant&#146;s
consent;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;freight elevator service to the Premises on a first come-first served basis (i.e,
no advance scheduling) during Business Hours on Business Days, and on a reserved basis at
all other times upon the payment of Landlord&#146;s then established charges therefor,
consistently applied to substantially all office tenants; as of the date of this Lease, such
charges are $79.50 per hour;



<P align="left" style="margin-left:15%; font-size: 12pt">(iii)&nbsp;Tenant&#146;s use of all elevators shall be on a non-exclusive basis;


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;reasonable quantities of hot and cold water to the floor(s) on which the Premises are
located for core lavatory, pantry, drinking fountain and cleaning purposes only; if Tenant requires
water for any other purpose, Landlord shall furnish cold water at the Building core riser through a
capped outlet located on the floor on which the Premises is located (within the core of the
Building), and the cost of heating such water, as well as the cost of piping and supplying such
water to the Premises, shall be paid by Tenant; Landlord may install and maintain, at Tenant&#146;s
expense, meters to measure Tenant&#146;s consumption of cold water and/or hot water for such other
purposes in which event Tenant shall reimburse Landlord for the quantities of cold water and hot
water shown on such meters based upon the rates paid by Landlord to the City of New York or other
provider (including Landlord&#146;s standard charge for the production of such hot water, if produced by
Landlord), within 30&nbsp;days after demand;


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;electric energy on a submetered basis for Tenant&#146;s use of lighting and other electrical
fixtures, appliances and equipment at a level of not less than 6 watts demand load per usable
square foot of space in the Premises (exclusive of electricity for the Building HVAC system);
<U>provided</U>, that Landlord shall provide up to 6 watts demand load per rentable square foot of
space in the Premises (exclusive of electricity for the Building HVAC system) if Tenant can
reasonably demonstrate to Landlord in the Plans that Tenant requires or will require such
additional electric capacity (such 6 watts per usable square foot or per rentable square foot, as
applicable, is called the &#147;<U>Basic Electricity Amount</U>&#148;). In no event shall Tenant&#146;s
consumption of electricity exceed the capacity of existing feeders to the Building or the risers or
wiring serving the Premises (and Landlord represents and warrants to Tenant that the capacity of
the existing feeders and risers is sufficient to provide the Basic Electricity Amount), nor shall
Tenant be entitled to any unallocated power available in the Building unless, in Landlord&#146;s
reasonable judgment (taking into account the then existing and future needs of other then existing
and future tenants, and other needs of the Building), the same is available and necessary for
Tenant&#146;s use (provided that if Tenant does not add the additional electric capacity as set forth in
the proviso above, then Landlord shall in all events make an additional 0.75 watts demand load per
rentable square foot of space in the Premises (exclusive of electricity for the Building HVAC
system) available to Tenant promptly following written notice from Tenant). If Landlord shall
provide any such additional power, Tenant shall pay Landlord, within 30&nbsp;days after demand, the
reasonable market-rate cost of installing additional risers, meters, switches and related equipment
necessary to provide such additional power (but there shall be no additional connection charge).
In addition to the Basic Electricity Amount, Tenant, by notice given to Landlord on or before the
Commencement Date, may elect to tap into the Building&#146;s supplemental electric riser on the 50th
Floor and receive on the 50th Floor from such riser up to an additional 175 amps of electricity.
If Tenant so elects, Tenant, at Tenant&#146;s expense, in accordance with all applicable provisions of
this Lease, shall install all equipment necessary for Tenant to obtain such additional electric
power, and Tenant shall pay to Landlord, within 30&nbsp;days after invoice, a one-time fee of (i)
$1,200.00 multiplied by (ii)&nbsp;the number of amps of electricity actually drawn by Tenant from such
riser. Subject to any other applicable provisions of this Lease, Tenant may redistribute electric
power throughout the Premises; <U>provided</U>, that (A)&nbsp;if Tenant desires to redistribute power
between the 50th Floor on the one hand, and the 10th Floor and/or the 11th Floor on the other hand,
Tenant, at Tenant&#146;s expense, must install a separate electric riser between such floors to effect
such redistribution and (B)&nbsp;if under any circumstance whatsoever this Lease terminates or expires
as to only a portion of the Premises, the portion of the Premises as to which this Lease expires or
terminates must have available to it from the electricity allocated under this Lease to Tenant not
less than the Basic Electricity amount applicable to such space;


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;cleaning services in accordance with <U>Exhibit&nbsp;D</U> attached hereto. Tenant shall pay
to Landlord, within 30&nbsp;days after demand, the costs incurred by Landlord for cleaning and removal
from the Premises and the Building of any refuse of Tenant in excess of that ordinarily accumulated
in business office occupancy, including, without limitation, kitchen refuse, or otherwise in excess
of that set forth on <U>Exhibit&nbsp;D</U> attached hereto. Notwithstanding the foregoing, Landlord
shall not be required to clean any portions of the Premises used for preparation, serving or
consumption of food or beverages, training rooms, trading floors, data processing or reproducing
operations (except for removal of ordinary office refuse therefrom), private lavatories or toilets
or other special purposes requiring greater or more difficult cleaning work than office areas and
Tenant shall retain Landlord&#146;s cleaning contractor (whose rates shall be competitive) to perform
any cleaning of such areas at Tenant&#146;s expense. Landlord&#146;s cleaning contractor shall have access
to the Premises after 6:00 p.m. and before 8:00 a.m. and shall have the right to use, without
charge therefor, all light, power and water in the Premises reasonably required to clean the
Premises provided such lights are turned off upon completion of nightly cleaning;


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;up to (i)&nbsp;175 tons of condenser water for use on the 10th Floor, 11th Floor and
Subconcourse Space, and (ii)&nbsp;up to100 tons of condenser water for use on the 50th Floor, in each
case for Tenant&#146;s supplemental HVAC system from the common cooling tower unit serving the Building
shall be provided 24 hours a day, 7&nbsp;days a week. Tenant, at Tenant&#146;s expense, shall have the right
to install (A)&nbsp;one or more water-cooled supplemental air-conditioning units in the Premises and (B)
a 6&#148; wet tap to service the 50th Floor. Tenant shall perform all necessary work and install all
required equipment to permit Tenant to tap into Landlord&#146;s condenser water riser on the 10th Floor
and/or the 50th Floor (except for the valved outlet on such floors (other than the wet tap
described above) and meter measuring Tenant&#146;s consumption of condenser water which shall be
installed by Landlord at Landlord&#146;s expense). Notwithstanding the foregoing, any such work and
equipment (other than such valve outlets and meters) that is installed prior to the Commencement
Date shall be part of Landlord&#146;s Work and shall be paid as provided in <U>Exhibit&nbsp;E</U>. Tenant
shall pay, as additional rent, for Tenant&#146;s usage of condenser water (as measured by the meter
installed by Landlord) an amount equal to the Building standard charge for condenser water usage in
effect from time to time and consistently applied to substantially all office tenants (which is as
of the date of this Lease $0.07 per ton of connected load per hour), which amount shall be payable
within 30&nbsp;days after rendition of a bill therefor. There shall be no tap-in fee;


<P align="left" style="font-size: 12pt; text-indent: 12%">(h)&nbsp;the use of the loading docks in the south tower of the Building on a first come first
served basis (i.e., no advance scheduling) during Business Hours on Business Days, and on a
reserved basis at all other times upon the payment of Landlord&#146;s then established charges therefor,
consistently applied to substantially all office tenants, which charges are, as of the date of this
Lease, $79.50 per hour; Tenant&#146;s use of the loading dock shall be on a non-exclusive basis;


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;water to the main sprinkler loop on each floor of the Premises in accordance with the code
(all distribution therefrom shall be performed as part of Landlord&#146;s Work in accordance with the
Plans);


<P align="left" style="font-size: 12pt; text-indent: 12%">(j)&nbsp;the right, subject to approval of Tenant&#146;s plans therefor and compliance with all
applicable provisions of <U>Section&nbsp;4.02</U> below, to install louvers for exhaust or fresh air
intake between columns 4 and 5 on the north side of the south tower of the Building; and


<P align="left" style="font-size: 12pt; text-indent: 12%">(k)&nbsp;3 digital points in, and 3 digital points out, on each floor of the Premises for Tenant to
tie in and connect life safety devices to the Building&#146;s class E system.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>3.02 </B><U><B>General Service Provisions; Landlord&#146;s Repairs</B></U><B>. </B>(a)&nbsp;Subject to the provisions
of this <U>Section&nbsp;3.02(a)</U> and <U>Section&nbsp;3.02(e)</U>, Landlord may stop or interrupt any
Landlord Service, electricity, or other service and may stop or interrupt the use of any Building
facilities and systems at such times as Landlord may reasonably deem necessary, and only for as
long as may reasonably be required, in each case by reason of accidents, strikes, or the making of
repairs, alterations or improvements, or inability to secure a proper supply of fuel, gas, steam,
water, electricity, labor or supplies, or by reason of any other cause beyond the reasonable
control of Landlord. Landlord shall give Tenant at least 10&nbsp;days prior written notice of any such
stoppage or interruption if such stoppage or interruption is within Landlord&#146;s control, except in
an emergency. Except as otherwise expressly provided for herein, Landlord shall have no liability
to Tenant by reason of any stoppage or interruption of any Landlord Service, electricity or other
service or the use of any Building facilities and systems for any reason. Landlord shall use
reasonable diligence (which shall not include incurring overtime charges, except as set forth
below) to make such repairs as may be required to machinery or equipment within Landlord&#146;s control
to provide prompt restoration of any Landlord Service and, where the cessation or interruption of
such Landlord Service has occurred due to circumstances or conditions beyond Landlord&#146;s control, to
cause the same to be restored by diligent application or request to the provider. Notwithstanding
the foregoing, Landlord shall, if necessary to avoid unreasonable interference with Tenant&#146;s
business operations, make any repairs, alterations or improvements at times other than Business
Hours, other than in the event of an emergency. Landlord shall schedule and coordinate all
stoppages and service interruptions, and shall perform any repairs, alterations and improvements,
in a manner that minimizes interference with Tenant&#146;s business operations at the Premises.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;&#147;<U>Business Hours</U>&#148; means 8:00 a.m. to 6:00 p.m. &#147;<U>Business Days</U>&#148; means all
days except Saturday, Sundays, New Year&#146;s Day, Washington&#146;s Birthday, Memorial Day, Independence
Day, Labor Day, Thanksgiving, the day following Thanksgiving, Christmas and any other days which
are either (i)&nbsp;observed by both the federal and the state governments as legal holidays or (ii)
designated as a holiday by the applicable Building Service Union Employee Service contract or
Operating Engineers contract.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;At the request of Tenant from time to time, Landlord shall list in the Building&#146;s
directory the name of Tenant and any trade name under which Tenant has the right to operate and
that of any subtenant or any assignee or other person or entity occupying the Premises pursuant to,
and in accordance with, this Lease, and their respective officers, directors and employees. Tenant
shall have a number of listings in the Building&#146;s directory equal to Tenant&#146;s Share of the total
number of listing spaces/slots in the Building&#146;s directory.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Landlord shall keep and maintain in good working order, condition and repair consistent
with a first class downtown office building, and shall make all repairs, structural and otherwise,
interior and exterior, as and when needed, in or about the Project including the Premises (other
than repairs for which Tenant is responsible pursuant to any provision of this Lease), including
with respect to the following (the &#147;<U>Base Building</U>&#148;): (i)&nbsp;the structural elements of the
Building, including the roof, fa&#231;ade and foundation, (ii)&nbsp;the walkways, plazas, stairways and other
improvements or landscaping at the Project, (iii)&nbsp;the pedestrian and freight elevators and
pedestrian and service entrances to the Building, (iv)&nbsp;the ground floor lobby(ies) and all
fixtures, furnishings and equipment therein, (v)&nbsp;the common areas of the Project available for use
by all tenants of the Project, (vi)&nbsp;the Building&#146;s core and all equipment, improvements and
fixtures therein, including shafts, stacks, pipes, chases, ducts and other conduits, (vii)&nbsp;fixtures
in the core restrooms, and (viii)&nbsp;Building systems and all facilities and equipment used for
providing the services required to be provided by Landlord hereunder, including the mechanical,
electrical, plumbing, HVAC, sprinkler and life safety systems and the Emergency Power System.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;If at any time there is an Abatement Event with respect to all or any substantial portion
of the Premises, then Tenant shall receive an abatement of all Rent otherwise due hereunder with
respect to the Premises, or the portion thereof affected by the Abatement Event, commencing on the
6th Business Day of such Abatement Event until the Abatement Event ceases. For purposes hereof,
&#147;<U>Abatement Event</U>&#148; means a cessation or interruption in the provision of the repairs,
maintenance and/or services required to be provided by Landlord under this Lease or in access to
the Premises (other than as a result of a casualty, or of the negligent or wilful acts or omissions
of Tenant or any occupant of the Premises or as a result of a breach by Tenant of this Lease),
whether or not due to force majeure, which failure renders the Premises, or substantial portion
thereof, Untenantable for more than 5 Business Days in any 30-day period. For purposes of this
Lease, &#147;<U>Untenantable</U>&#148; means that Tenant (or any occupant claiming by, through or under
Tenant) shall be unable to occupy (including, without limitation, because there is no access via
the passenger elevators), and shall not be occupying the Premises or the applicable portion thereof
for the purposes for which Tenant (or such occupant) was using the Premises or such portion thereof
(as permitted pursuant to this Lease). Any dispute with respect to whether or not a failure to
provide services renders the Premises Untenantable shall be determined by arbitration as set forth
in <U>Section&nbsp;8.09</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>3.03 </B><U><B>Emergency Power</B></U><B>. </B>(a) &#147;<U>Emergency Power System</U>&#148; means the emergency power
plant in the Building which provides backup emergency power to the major Building systems
(including the elevators, HVAC, Class&nbsp;E and life safety systems and the water pumps) and to tenants
of the Building. Landlord shall make the Emergency Power System available to Tenant at the
emergency power buss duct located on each floor of the Premises. All taps, switches and other
equipment and the distribution of the Emergency Power in the Premises shall be provided and
installed as part of Landlord&#146;s Work, and shall be paid as provided in <U>Exhibit&nbsp;E</U>. Any
automatic transfer switches shall be ASCO 7000 series, with ancillary devices and communication
packages that are compatible with the existing generator infrastructure, and no such equipment
shall be installed unless approved by Landlord in accordance with <U>Section&nbsp;4.02</U> below.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;The Emergency Power System shall be capable of providing by means of the emergency buss
ducts 3 watts demand load per usable square foot of space in the Premises of emergency electrical
power (exclusive of electricity for the Building HVAC system) to the Premises (the &#147;<U>Emergency
Power</U>&#148;). Tenant&#146;s use of the Emergency Power shall not at any time exceed 3 watts demand load
per usable square foot of space in the Premises of emergency electrical power (exclusive of
electricity for the Building HVAC system). Subject to any other applicable provisions of this
Lease, Tenant may redistribute Emergency Power throughout the Premises; <U>provided</U>, that (i)
if Tenant desires to redistribute Emergency Power between the 50th Floor on the one hand, and the
10th Floor and/or the 11th Floor on the other hand, Tenant, at Tenant&#146;s expense, must install a
separate electric riser between such floors to effect such redistribution and (ii)&nbsp;if under any
circumstance whatsoever this Lease terminates or expires as to only a portion of the Premises, the
portion of the Premises as to which this Lease expires or terminates must have available to it from
the Emergency Power allocated under this Lease to Tenant not less than 3 watts demand load per
usable square foot of such portion of the Premises.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Landlord shall keep and maintain the Emergency Power System in good working order and
condition, with sufficient fuel reserves, and shall perform all routine maintenance and testing,
including maintenance and testing recommended by the manufacturer. Landlord shall provide
reasonable advance notice of any electrical shutdown in connection with testing of the Emergency
Power System or any testing of the emergency power generators. Tenant shall not be released or
excused from the performance of any of its obligations under this Lease for any interruption,
impairment or termination of the Emergency Power System, except as expressly provided in this
Lease, but Landlord shall restore same as soon as possible following any such interruption,
impairment or termination.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Landlord shall not be liable to Tenant (i)&nbsp;except to the extent of Landlord&#146;s negligence
or willful misconduct, for any loss, claim, injury or damage caused by other tenants or persons in,
upon or about the Building as a result of any failure of the Emergency Power System to operate or
(ii)&nbsp;for any consequential damages (even if grossly negligent or for willful misconduct) arising
out of the operation of the Emergency Power System or the failure of the Emergency Power System to
operate or to perform as desired for any reason.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;Except as set forth above, Landlord shall have no liability whatsoever to Tenant (and
Tenant expressly releases Landlord from any obligation or liability) because Landlord is unable to
fulfill or is delayed in fulfilling, any of its obligations under this <U>Section&nbsp;3.03</U> by
reason of Unavoidable Delays. Landlord shall have no obligation to operate, service or maintain
any equipment which is downstream from the buss duct on each floor of the Premises.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;The provisions of this <U>Section&nbsp;3.03</U> are made and entered into for the sole
protection and benefit of Landlord and Tenant and their respective permitted successors and
assigns. No third party beneficiary rights are created by the provisions of this <U>Section
3.03</U> and no other persons or entities shall have any rights of action under this <U>Section
3.03</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;(i) &#147;<U>Emergency Power Expenses</U>&#148; as used herein shall mean Landlord&#146;s actual
out-of-pocket costs and expenses of operating, maintaining, repairing, testing and cleaning the
Emergency Power System and shall include, without limitation, all salaries, wages, payroll taxes,
fringe benefits, workers&#146; compensation, cost of fuel and electricity, cost of other supplies,
cleaning costs, cost of alterations and improvements to the Emergency Power System (or portions
thereof) made by reason of law or requirements of public authorities or insurance bodies, costs of
providing casualty insurance with extended coverage endorsements, and liability insurance in
respect of the Emergency Power System in amounts deemed appropriate by Landlord naming Landlord and
such other parties as Landlord may designate as the insured(s), cost of service and standby fuel
contracts and sales and other taxes attributable to the Emergency Power System (excluding, however,
any taxes imposed on or measured by, the net income of Landlord or any taxes imposed on the gross
income, capital or capital stock of Landlord (unless such taxes are in substitution, in whole or in
part, for or in lieu of any tax which would otherwise constitute a real estate tax)). Emergency
Power Expenses shall (A)&nbsp;be without duplication of any amount included in Operating Expenses, (B)
exclude Capital Improvements, except for Capital Improvements of the type includable in Operating
Expenses, which shall be includable in Emergency Power Expenses in the same manner that they are
includable in Operating Expenses, (c)&nbsp;exclude costs of repairs or restoration resulting from
condemnation or casualty (except for deductibles to the extent not in excess of those customarily
carried by prudent landlords of first class office buildings in lower Manhattan) and (D)&nbsp;fines
imposed for failure timely to cure noticed violations.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii) &#147;<U>Landlord&#146;s Emergency Power Statement</U>&#148; means an instrument setting forth
the Emergency Power Operating Payment payable by Tenant for a specified Operating Year,
which shall set forth in reasonable detail the Emergency Power Expenses for such Operating
Year.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iii)&nbsp;Tenant shall pay to Landlord, as additional rent, an amount (the &#147;<U>Emergency
Power Operating Payment</U>&#148;) equal to Tenant&#146;s Share of the Emergency Power Expenses.
Notwithstanding anything contained herein to the contrary, the portion of the Emergency
Power Expenses which are allocable to the use of the Emergency Power System for Building
purposes (as opposed to the Emergency Power Expenses which are allocable to the availability
of the Emergency Power System for use by tenants of the Building) shall be excluded from the
computation of the Emergency Power Operating Payment, but shall be included within Operating
Expenses.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iv)&nbsp;If at any time (x)&nbsp;any Rentable Space in the Building shall be unoccupied and/or
(y)&nbsp;the tenant or occupant of any space in the Building elects not to, or is not entitled
to, be provided with emergency power from the Emergency Power System, then in either of such
events, the Emergency Power Expenses shall be adjusted to reflect the Emergency Power
Expenses that would have been incurred if, in the case of <U>clause (x)</U> above, such
Rentable Space in the Building had been occupied, or, if in the case of <U>clause (y)</U>
above, such tenant or occupant was provided with emergency power from the Emergency Power
System.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(v)&nbsp;Landlord shall furnish to Tenant, prior to the commencement of each Operating Year,
a statement setting forth Landlord&#146;s reasonable estimate of the Emergency Power Operating
Payment for such Operating Year. Tenant shall pay to Landlord on the first day of each
month during such Operating Year, an amount equal to 1/12th of Landlord&#146;s estimate of the
Emergency Power Operating Payment for such Operating Year. If 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 (x)&nbsp;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 <U>Section&nbsp;3.03</U> in respect of the last month of the
preceding Operating Year; (y)&nbsp;after such estimate is furnished to Tenant, Landlord shall
notify Tenant whether the installments of the Emergency Power Operating Payment previously
made for such Operating Year were greater or less than the installments of the Emergency
Power Operating Payment to be made in accordance with such estimate, and (1)&nbsp;if there is a
deficiency, Tenant shall pay the amount thereof within 30&nbsp;days after delivery of such
estimate, or (2)&nbsp;if there is an overpayment, Landlord shall, within 30&nbsp;days after delivery
of such estimate, refund to Tenant the amount thereof; and (z)&nbsp;on the first day of the month
following the month in which such estimate is furnished to Tenant and monthly thereafter
throughout such Operating Year Tenant shall pay to Landlord an amount equal to 1/12th of the
Emergency Power Operating Payment shown on such estimate. Landlord may, during each
Operating Year, furnish to Tenant a revised statement of Landlord&#146;s estimate of the
Emergency Power Operating Payment for such Operating Year, and in such case, the Emergency
Power Operating Payment for such Operating Year shall be adjusted and paid or refunded as
the case may be, substantially in the same manner as provided in the preceding sentence.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(vi)&nbsp;Landlord shall furnish to Tenant a Landlord&#146;s Emergency Power Statement for each
Operating Year (and shall endeavor to do so within 150&nbsp;days after the end of each Operating
Year). If Landlord&#146;s Emergency Power Statement shall show that the sums paid by Tenant, if
any, under <U>Section&nbsp;3.03(g)(v)</U> exceeded the Emergency Power Operating Payment to be
paid by Tenant for the applicable Operating Year, Landlord shall, within 30&nbsp;days after
delivery of the Emergency Power Operating Statement refund to Tenant the amount of such
excess; and if the Landlord&#146;s Emergency Power Statement shall show that the sums so paid by
Tenant were less than the Emergency Power Operating Payment to be paid by Tenant for such
Operating Year, Tenant shall pay the amount of such deficiency within 30&nbsp;days after delivery
of the Emergency Power Operating Statement.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(vii)&nbsp;Except as provided in <U>Section&nbsp;2.05</U> or <U>Section&nbsp;2.06</U> above,
Landlord&#146;s failure to render or delay in rendering a Landlord&#146;s Emergency Power Statement
with respect to any Operating Year or any component of the Emergency Power Operating Payment
shall not prejudice Landlord&#146;s right to thereafter render a Landlord&#146;s Emergency Power
Statement with respect to any such Operating Year or any such component, nor shall the
rendering of a Landlord&#146;s Emergency Power Statement for any Operating Year prejudice
Landlord&#146;s right to thereafter render a corrected Landlord&#146;s Emergency Power Statement for
such Operating Year.


<P align="left" style="font-size: 12pt; text-indent: 12%">(h)&nbsp;Tenant shall enter into such modifications of this Lease as Landlord may from time to time
reasonably request in connection with any requirement of the New York State Public Service
Commission, or any successor thereto, or any requirement of law pertaining to the supplying of
electrical service or the charges therefor under any provision of this Lease; <U>provided</U>,
that any such modification shall not (i)&nbsp;increase Tenant&#146;s monetary obligations hereunder, (ii)
except to a de minimis extent, decrease Tenant&#146;s rights or increase Tenant&#146;s obligation hereunder
or (iii)&nbsp;except to a de minimis extent, increase Landlord&#146;s rights or Tenant&#146;s obligations
hereunder. If because of any such requirement, any provision of this <U>Section&nbsp;3.03</U> cannot
be given full effect, whether with respect to any past period or any future period, the parties
shall enter into such modifications of this Lease setting forth substitute provisions, consistent
with such requirements, which, to the maximum extent possible, achieve the intended purposes of the
provisions of this <U>Section&nbsp;3.03</U> which cannot be given full effect.


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;Anything contained in this <U>Section&nbsp;3.03</U> to the contrary notwithstanding, Tenant
may elect by notice given to Landlord on or before the date that Landlord commences the performance
of Landlord&#146;s Work that Tenant does not desire to utilize any Emergency Power and, in such event,
Tenant shall have no further rights to any Emergency Power and shall not be obligated to pay any
Emergency Power Operating Payments, and the preceding provisions of this <U>Section&nbsp;3.03</U> shall
be of no further force or effect.


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 4</B></U>



<P align="center" style="font-size: 12pt"><U><B>Leasehold Improvements; Tenant Covenants</B></U>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.01 </B><U><B>Initial Improvements</B></U><B>. </B>Landlord, at Landlord&#146;s expense, shall perform or cause to
be performed the work described on <U>Exhibit&nbsp;E</U> (&#147;<U>Landlord&#146;s Work</U>&#148;) in accordance with
the provisions thereof. On each of the Tranche A Commencement Date and the Tranche B Commencement
Date, Tenant shall accept the applicable portion of the Premises in its &#147;as is&#148; condition on such
date, subject only to Final Completion of Landlord&#146;s Work in respect of such portion. All initial
improvements which do not constitute Landlord&#146;s Work shall constitute Alterations and shall be
performed by Tenant at Tenant&#146;s expense in accordance with <U>Section&nbsp;4.02</U> and any applicable
provisions of <U>Exhibit&nbsp;E</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.02 </B><U><B>Alterations</B></U><B>. </B>(a)&nbsp;Tenant shall make no improvements, changes or alterations in
or to the Premises (&#147;<U>Alterations</U>&#148;) without Landlord&#146;s prior approval. Notwithstanding the
foregoing, Landlord&#146;s approval shall not be required for Alterations which are purely decorative in
nature (such as wallpapering, painting and carpeting) and which do not require a building permit
(&#147;<U>Decorative Alterations</U>&#148;), but Tenant shall give Landlord prior notice of any material
Decorative Alterations. Landlord shall not unreasonably withhold its approval to any Alteration
that is not a Material Alteration. &#147;<U>Material Alteration</U>&#148; means an Alteration that (i)&nbsp;is
not limited to the interior of the Premises or which affects the exterior (including the
appearance) of the Building or any portion thereof, (ii)&nbsp;is structural or affects the strength of
the Building or any portion thereof, (iii)&nbsp;affects the usage or the proper functioning of any of
the Building systems, (iv)&nbsp;has a cost for labor and materials greater than $100,000.00 (which
amount shall be increased on each anniversary of the Commencement Date by 3% or (v)&nbsp;requires a
change to the Building&#146;s certificate of occupancy. In any instance in which Landlord&#146;s approval
shall be required with respect to the performance of any Alterations, Landlord shall, within 10
Business Days following receipt of Tenant&#146;s plans for the performance of such Alterations, advise
Tenant of Landlord&#146;s approval or disapproval of such plans or any part thereof. If Landlord shall
fail to approve or disapprove Tenant&#146;s plans or any part thereof within such 10 Business Day
period, Tenant may give to Landlord a notice of such failure stating that if Landlord fails within
2 Business Days after the giving of such notice to approve or disapprove such Tenant&#146;s plans,
Landlord shall be deemed to have approved such Tenant&#146;s plans, and if Landlord shall fail to
approve or disapprove such Tenant&#146;s plans within such 2 Business Day period, Landlord shall be
deemed to have approved such plans. If Landlord shall disapprove such plans (or any part thereof),
Landlord shall set forth its reasons for such disapproval in writing and in reasonable detail and
identify those portions of the plans so disapproved. Landlord shall advise Tenant within 5
Business Days following receipt of Tenant&#146;s revised plans, or portions thereof, of Landlord&#146;s
approval or disapproval of the revised plans, setting forth Landlord&#146;s reasons for any such further
disapproval in writing and in reasonable detail. If Landlord fails to approve or disapprove the
revised plans within such 5 Business Day period following Landlord&#146;s receipt of Tenant&#146;s revised
plans, Tenant may give to Landlord a notice of such failure stating that if Landlord fails within 2
Business Days after the giving of such notice to approve or disapprove such revised plans, Landlord
shall be deemed to have approved such revised plans, and if Landlord shall fail to approve or
disapprove such revised plans within such 2 Business Day period, Landlord shall be deemed to have
approved the revised plans.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Tenant, in connection with any Alteration, shall comply with the rules and regulations
with respect to alterations attached hereto as <U>Exhibit&nbsp;K</U>, and such reasonable modifications
thereof as may be from time to time established by Landlord so long as such modifications are
enforced in a manner which does not discriminate against Tenant. In the event of any conflict
between such rules and regulations and the provisions of this Lease, the provisions of this Lease
shall govern. Except in the case of Decorative Alterations, Tenant shall not proceed with any
Alteration unless and until Landlord approves Tenant&#146;s plans and specifications therefor in
accordance with <U>Section&nbsp;4.02(a)</U>. Any review or approval by Landlord of plans and
specifications with respect to any Alteration is solely for Landlord&#146;s benefit, and without any
representation or warranty to Tenant with respect to the adequacy, correctness or efficiency
thereof, its compliance with Laws or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Tenant shall pay to Landlord within 30&nbsp;days after demand, accompanied by copies of
underlying bills and invoices, Landlord&#146;s reasonable third-party costs and expenses (including,
without limitation, the fees of any architect or engineer employed by Landlord or any Superior
Lessor or Superior Mortgagee for such purpose) for reviewing plans and specifications and
inspecting Alterations.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Before proceeding with any Alteration (other than Decorative Alterations) that will cost
more than $300,000.00 (exclusive of the costs of decorating work and items constituting Tenant&#146;s
Property) (which amount shall be increased on each anniversary of the Commencement Date by 3%), as
estimated by a reputable contractor designated by Landlord, Tenant shall furnish to Landlord one of
the following (as selected by Landlord): (i)&nbsp;a cash deposit, (ii)&nbsp;a performance bond and a labor
and materials payment bond (issued by a corporate surety licensed to do business in New York
reasonably satisfactory to Landlord) or (iii)&nbsp;an irrevocable, unconditional, negotiable letter of
credit, issued by a bank and in a form satisfactory to Landlord; each to be equal to 110% of the
cost of the Alteration, estimated as set forth above. Any such letter of credit shall be for one
year and shall be renewed by Tenant each and every year until the Alteration in question is
completed and shall be delivered to Landlord not less than 30&nbsp;days prior to the expiration of the
then current letter of credit, failing which Landlord may present the then current letter of credit
for payment. Upon (A)&nbsp;the completion of the Alteration in accordance with the terms of this
<U>Section&nbsp;4.02</U> and (B)&nbsp;the submission to Landlord of (x)&nbsp;proof evidencing the payment in full
for said Alteration, (y)&nbsp;written unconditional lien waivers of mechanics&#146; liens and other liens on
the Project from all contractors performing said Alteration and (z)&nbsp;all other submissions as may
be, from time to time required by Landlord, the security deposited with Landlord (or the balance of
the proceeds thereof, if Landlord has drawn on the same) shall be returned to Tenant. Upon
Tenant&#146;s failure properly to perform, complete and fully pay for any Alteration, as determined by
Landlord, Landlord may, upon notice to Tenant, draw on the security deposited under this
<U>Section&nbsp;4.02(d)</U> to the extent Landlord deems necessary in connection with said Alteration,
the restoration and/or protection of the Premises or the Project and the payment of any costs,
damages or expenses resulting therefrom. Notwithstanding the foregoing, the provisions of this
<U>Section&nbsp;4.02(d)</U> shall not apply (1)&nbsp;with respect to Landlord&#146;s Work or any other
improvements made by Tenant to prepare the premises initially demised by Tenant under this Lease
for occupancy or (2)&nbsp;so long as Tenant shall have a net worth, as determined in accordance with
GAAP, of not less than $100,000,000.00 (the &#147;<U>Required Net Worth</U>&#148;) as evidenced by the most
recent quarterly financial statements of Tenant preceding the commencement of the Alteration in
question.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;Tenant shall obtain (and furnish 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, and in
compliance with all Laws and with the plans and specifications approved by Landlord. Landlord
shall execute any permit applications and similar documents reasonably required in connection with
obtaining such permits and certificates and any such final approvals, and shall cure any Building
violations which must be cured in order for Tenant to obtain such building permits and final
approvals. 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 standards for the Building as of
the date hereof. Alterations shall be performed by architects, engineers and contractors first
approved by Landlord (which approval shall not be unreasonably withheld or delayed); provided that
any Alterations in or to the systems of the Building shall be performed only by the contractor(s)
designated by Landlord (Landlord shall, from time to time upon Tenant&#146;s request made prior to
Tenant&#146;s commencement of each such Alteration, designate at least 3 contractors for each Building
system except for the Class&nbsp;E system for which Landlord shall only designate one contractor,
provided the rates of each such contractor are commercially competitive with other reputable
contractors in the applicable trade, and if not, then Tenant shall have the right to select another
contractor unless Landlord&#146;s contractor agrees to charge commercially competitive rates or Landlord
agrees to pay the difference). If employment of any contractor, mechanic or laborer in connection
with the performance of any Alteration or any other work in the Project would violate Landlord&#146;s
union contracts affecting the Project, or create any work stoppage, picketing, labor disruption,
disharmony or dispute or any unreasonable interference with the operation of the Building, and if
Landlord gives Tenant notice thereof specifying in reasonable detail the nature of such violation
or conflict, then Tenant shall cause all such contractors, mechanics or laborers to immediately
leave the Building and shall take such other action as may be reasonably necessary to resolve such
conflict.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;Throughout the performance of Alterations, Tenant shall carry worker&#146;s compensation
insurance in statutory limits, &#147;all risk&#148; Builders Risk coverage and general liability insurance,
with completed operation endorsement, for any occurrence in or about the Premises, under which
Landlord and its agent and any Superior Lessor and Superior Mortgagee whose name and address have
been furnished to Tenant shall be named as additional insureds, in such limits and with insurers
meeting the requirements set forth in <U>Section&nbsp;7.02(a)</U>. Tenant shall furnish Landlord with
evidence that such insurance is in effect at or before the commencement of Alterations.


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;Should any mechanics&#146; or other liens be filed against any portion of the Project by reason
of the acts or omissions of, or because of a claim against, Tenant or anyone claiming under or
through Tenant, Tenant shall cause the same to be canceled or discharged of record by bond or
otherwise within 30&nbsp;days after notice from Landlord. If Tenant shall fail to cancel or discharge
said lien or liens within said 30&nbsp;day period (but not otherwise), Landlord may cancel or discharge
the same and, upon Landlord&#146;s demand, Tenant shall reimburse Landlord for all costs incurred in
canceling or discharging such liens, together with interest thereon at the Interest Rate from the
date incurred by Landlord to the date of payment by Tenant, such reimbursement to be made within 30
days after receipt by Tenant of a written statement from Landlord as to the amount of such costs.


<P align="left" style="font-size: 12pt; text-indent: 12%">(h)&nbsp;Tenant shall deliver to Landlord, within 30&nbsp;days after the completion of an Alteration
(other than those that do not require a building permit), &#147;as-built&#148; drawings thereof. Tenant
shall keep for a period of six years following completion thereof, records of Alterations (other
than Decorative Alterations) costing in excess of $100,000 including plans and specifications,
copies of contracts, invoices, evidence of payment and all other records customarily maintained in
the real estate business relating to Alterations and the cost thereof and shall, within 30&nbsp;days
after demand by Landlord, furnish to Landlord copies of such records if such records are required
in connection with any proceeding seeking reduction of the tax assessment of the Project or other
valid business purpose.


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;All Alterations to and Fixtures installed 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 mortgages, or
other title retention agreements. Tenant shall have the right to enter into equipment leases or
other financing arrangements with respect to Tenant&#146;s Property, <U>provided</U>, that such Leases
or other arrangements shall not result in a lien on anything other than Tenant&#146;s Property.


<P align="left" style="font-size: 12pt; text-indent: 12%">(j)&nbsp;Any dispute under this <U>Section&nbsp;4.02</U> shall be resolved by arbitration in accordance
with the provisions of <U>Section&nbsp;8.09</U> below.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.03 </B><U><B>Landlord&#146;s and Tenant&#146;s Property</B></U><B>. </B>(a)&nbsp;All fixtures, equipment, improvements
and appurtenances attached to or built into the Premises, whether or not at the expense of Tenant
(collectively, &#147;<U>Fixtures</U>&#148;), shall be and remain a part of the Premises and shall not be
removed by Tenant. All Fixtures shall be the property of Tenant during the Term and, upon
expiration or earlier termination of this Lease, shall become the property of Landlord.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;All movable partitions, lighting fixtures, special cabinet work, business and trade
fixtures, communications equipment, machinery and equipment, and all furniture, furnishings and
other articles of personal property owned or leased by Tenant, which can be moved without material
damage to the Premises and located in the Premises (collectively, &#147;<U>Tenant&#146;s Property</U>&#148;)
shall be and shall remain the property of Tenant and may be removed by Tenant at any time during
the Term; provided, that if any Tenant&#146;s Property is removed, Tenant shall repair any damage to the
Premises or to the Building resulting from the installation and/or removal thereof.
Notwithstanding the foregoing, any equipment or other property identified in this Lease or in any
leasehold improvement agreement as having been paid for with any allowance or credit granted by
Landlord to Tenant shall not be considered Tenant&#146;s Property and shall be and remain a part of the
Premises, shall, upon the expiration or earlier termination of this Lease, be the property of
Landlord and shall not be removed by Tenant.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;At or before the Expiration Date, or within 30&nbsp;days after any earlier termination of this
Lease, Tenant, at Tenant&#146;s expense, shall remove Tenant&#146;s Property from the Premises (except such
items thereof as Landlord shall have expressly permitted to remain, which 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&#146;s Property. Any items of Tenant&#146;s Property which remain in
the Premises after the Expiration Date, or more than 30&nbsp;days after an earlier termination of this
Lease, may, at the option of Landlord, be deemed to have been abandoned, and may be retained by
Landlord as Landlord&#146;s property or disposed of by Landlord, without accountability, in such manner
as Landlord shall determine, at Tenant&#146;s expense.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Landlord, by notice given to Tenant at any time at least 90&nbsp;days prior to the Expiration
Date or not later than 30&nbsp;days after any earlier termination of this Lease, may require Tenant,
notwithstanding <U>Section&nbsp;4.03(a)</U>, to remove all or any Fixtures, exclusive of any Fixtures
which constitute Landlord Cost Work, that do not constitute a standard office installation, such
as, by way of example only, kitchens, vaults, safes, raised flooring and stairwells (&#147;<U>Specialty
Alteration</U>&#148;). If Landlord shall give such notice, then Tenant, at Tenant&#146;s expense, prior to
the Expiration Date, or, in the case of an earlier termination of this Lease, within 45&nbsp;days after
the giving of such notice by Landlord, shall remove the same from the Premises, and repair any
damage to the Premises or to the Building due to such removal. Landlord shall have 10&nbsp;days after
Tenant shall have removed such Specialty Alterations in which to object to any respects in which
such removal is not complete or such repair is not satisfactory, after which Tenant shall be deemed
to have satisfied in full its obligations hereunder with respect to removal of Fixtures and
restoration of the Premises. Notwithstanding the foregoing, (i)&nbsp;Tenant shall not be obligated to
remove or restore any Specialty Alteration that is installed as part of Landlord&#146;s Work, unless the
requirement for removal or restoration is shown in the Plans and (ii)&nbsp;Tenant may, together with the
submission to Landlord for approval of the plans and specifications for an Alteration, submit a
notice to Landlord inquiring whether Tenant shall be required to remove any Specialty Alteration in
question under this <U>Section&nbsp;4.03(d)</U>. If Tenant gives such notice, Landlord shall advise
Tenant together with Landlord&#146;s approval of the plans and specifications in question whether or not
Tenant shall be required to remove such Specialty Alteration. If Landlord shall fail to respond to
such inquiry by Tenant within 10 Business Days after Tenant&#146;s delivery of such notice, Landlord
shall be deemed to have advised Tenant that Tenant shall not be required to remove such Specialty
Alteration upon the expiration or earlier termination of this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;Any dispute under this <U>Section&nbsp;4.03</U> shall be resolved by arbitration in accordance
with the provisions of <U>Section&nbsp;8.09</U> below.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.04 </B><U><B>Access and Changes to Building</B></U><B>. </B>(a)&nbsp;Landlord reserves the right, at any time,
to make changes in or to the Project, other than the Premises, as Landlord may deem necessary or
desirable, and, except as otherwise expressly provided herein, Landlord shall have no liability to
Tenant therefor, provided any such change does not adversely affect the Premises, including
Tenant&#146;s access thereto, the location of elevators or stairs or affect the nature of the Project as
a first-class office building. Landlord may install and maintain pipes, ducts, wires and conduits
within the Base Building walls and the ceilings of the Premises; <U>provided</U>, that any such
installations are fully concealed within such walls or ceilings and do not alter the appearance of
the Premises or adversely affect the use, enjoyment and operation of the Premises. In exercising
its rights under this <U>Section&nbsp;4.04</U> and any other right of access to the Premises pursuant
to this Lease, Landlord shall use reasonable efforts (without incurring overtime or other premium
costs) to perform any work as expeditiously as possible and to exercise its right of access in a
manner that minimizes interference with or impairment of Tenant&#146;s use of the Premises for the
ordinary conduct of Tenant&#146;s business. Landlord shall promptly repair and restore any damage to
the Premises arising from such entry. Tenant shall not have any easement or other right in or to
the use of any door or any passage or any concourse or any plaza connecting the Building with any
other building or to any public conveniences, and the use of such doors, passages, concourses,
plazas and conveniences may, without notice to Tenant, be regulated or discontinued at any time by
Landlord.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Except for the space shown hatched on the floor plans annexed as <U>Exhibit&nbsp;B</U>, all of
the Building, including, without limitation, exterior Building walls, core corridor walls and doors
and any core corridor entrance, any terraces or roofs adjacent to the Premises, and any space in or
adjacent to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or
other utilities, sinks or other Building facilities, and the use thereof, are reserved to Landlord
and are not part of the Premises, and Landlord shall have access thereto as provided in this Lease.
Tenant shall have the right to install and maintain within the Building such wiring, cable and/or
conduit necessary to provide telecommunications and other similar services to the Premises
(collectively, the &#147;<U>Conduits</U>&#148;) in the locations shown on the Plans for Landlord&#146;s Work
(including (i)&nbsp;two 4&#148; conduits from each of two different telecommunications points of entry into
the Building to the 10th floor, (ii)&nbsp;three 4&#148; conduits from the 10th Floor to the 50th Floor, (iii)
one 4&#148; conduit from the 10th Floor to the Subconcourse Space and (iv)&nbsp;one 4&#148; conduit from the 50th
Floor to the roof of the Building). Landlord shall provide Tenant, at no additional charge, with
reasonably necessary access in accordance with good construction practice for the installation,
operation and maintenance of the Conduits, provided that such access shall not unreasonably
interfere with or interrupt the operation and maintenance of the Building. Any Conduits which are
not initially installed in the Premises as part of Landlord&#146;s Work shall be paid for by Tenant at
its sole cost and expense. Tenant shall perform such installation in accordance with the
provisions of this Lease, including, without limitation, the provisions pertaining to the
performance of Alterations.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Landlord reserves the right to name the Building and to change the name or address of the
Building at any time and from time to time. Notwithstanding the foregoing, so long as (i)&nbsp;this
Lease is in full force and effect, (ii)&nbsp;Named Tenant is the tenant hereunder and (iii)&nbsp;Named Tenant
leases and occupies not less than 170,000 rentable square feet in the Building, Landlord shall not
name the Building after RR Donnelley &#038; Sons Company, Merrill Corporation or their respective
corporate successors which are primarily engaged in a business substantially similar to that of
Tenant.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Except as otherwise expressly provided herein, Landlord shall have no liability to Tenant
if at any time any windows of the Premises are either temporarily (i.e. for a period not to exceed
six months) darkened or obstructed by reason of any repairs, improvements, maintenance and/or
cleaning in or about the Building (or permanently darkened or obstructed if required by Law) or
covered by any translucent material for the purpose of energy conservation, or if any part of the
Building, other than the Premises, is temporarily closed or inoperable, unless any of the foregoing
events constitutes an Abatement Event, in which event the provisions of <U>Section&nbsp;3.02(e)</U>
shall apply. Landlord shall use reasonable efforts to minimize the period during which such
windows are temporarily closed, obstructed or darkened.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;Landlord and persons authorized by Landlord shall have the right, upon prior notice to
Tenant (except in an emergency), to enter the Premises (together with any necessary materials
and/or equipment) to inspect or perform such work as Landlord may reasonably deem necessary or to
exhibit the Premises to prospective purchasers or, during the last 18&nbsp;months of the Term, to
prospective tenants. Notwithstanding the foregoing, Tenant may, from time to time restrict
Landlord&#146;s access to one or more portions of the Premises reasonably designated by Tenant (which
designation may be verbal) either because of (i)&nbsp;security reasons, if Tenant does not generally
permit access by the employees of Tenant to such area or (ii)&nbsp;the fact that such areas are being
utilized by clients of Tenant. Any such areas designated by Tenant are called &#147;<U>Restricted
Access Areas</U>&#148;. Landlord may not enter any Restricted Access Areas except for any entry made
(A)&nbsp;for the purpose of operating, maintaining, repairing and replacing the Project and/or the Base
Building, and (B)&nbsp;either (x)&nbsp;at times reasonably designated by Tenant, or (y)&nbsp;at any time in case
of emergency. Except in the case of an emergency (in which case Landlord shall give Tenant such
prior notice, if any, as shall be reasonable under the circumstances), Landlord shall notify Tenant
in advance (which notice may be verbal) prior to entering any Restricted Access Area and Tenant
shall have the right to have a representative accompany Landlord during any such entry;
<U>provided</U>, that Tenant shall make such representative available to so accompany Landlord.
Landlord shall have no obligation to provide any services, or make any repairs, to the Restricted
Access Areas, or to other portions of the Premises, to the extent that access to the Restricted
Access Areas is necessary to provide such services or make such repairs, unless Tenant shall
provide Landlord with access to the Restricted Access Areas for purposes of providing such services
or making such repairs at those times that Landlord shall reasonably designate in respect thereof.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.05 </B><U><B>Repairs</B></U><B>. </B>Tenant shall keep the Premises (including, without limitation, all
Fixtures) in good condition and, upon expiration or earlier termination of the Term, shall
surrender the same to Landlord in good condition, reasonable wear and tear, Alterations, casualty
and condemnation excepted. Nothing herein shall prohibit Tenant from modifying, demolishing or
removing any Alterations or Fixtures, provided that any Alterations are performed in accordance
with the terms of this Lease. Tenant&#146;s obligation shall include, without limitation, the
obligation to repair all damage caused by the acts (including, without limitation, Alterations) or
omissions of Tenant, its agents, employees, invitees and licensees to the equipment and other
installations in the Premises or anywhere in the Building (other than negligence to which the
release of liability and waiver of subrogation provided in <U>Section&nbsp;7.03</U> applies). Except
as set forth in this preceding sentence, Tenant shall have no other obligations to make repairs in
respect of the Base Building. Any maintenance, repair or replacement to the windows, the Building
systems, the Building&#146;s structural components or any areas outside the Premises and which is
Tenant&#146;s obligation to perform shall be performed by Landlord at Tenant&#146;s expense;
<U>provided</U>, that Landlord shall give to Tenant prior notice of the need for such work (except
in an emergency) setting forth in reasonable detail the nature of the work and the basis for
Landlord&#146;s belief that Tenant is responsible, and Tenant shall reimburse the reasonable out of
pocket costs of such work within 30&nbsp;days after invoice accompanied by reasonable documentary
evidence of the costs so incurred.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.06 </B><U><B>Compliance with Laws</B></U><B>. </B>(a)&nbsp;Tenant shall comply with all laws, ordinances, rules,
orders and regulations (present, future, ordinary, extraordinary, foreseen or unforeseen) of any
governmental, public or quasi-public authority and of the New York Board of Underwriters, the New
York Fire Insurance Rating Organization and any other entity performing similar functions, at any
time duly in force (collectively &#147;<U>Laws</U>&#148;) applicable to the Premises and (i)&nbsp;relating to any
Alterations (other than Landlord&#146;s Cost Work), or (ii)&nbsp;the specific nature or type of business
operated by Tenant, or person claiming by, through or under Tenant, in the Premises (specifically
excluding use of the Premises for ordinary office use). Nothing contained in this <U>Section
4.06</U> shall require Tenant to make any structural alterations, improvements or changes except to
the extent the same are necessitated by reason of Tenant&#146;s performance of any Alterations, Tenant&#146;s
specific manner of use of the Premises or the use by Tenant of the Premises for purposes other than
ordinary office use. Tenant shall procure and maintain all licenses and permits required for its
business.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Anything in this <U>Section&nbsp;4.06</U> to the contrary notwithstanding, Tenant need not
comply with any Law so long as Tenant shall be contesting the validity thereof, or the
applicability thereof to the Premises, in accordance with this <U>Section&nbsp;4.06(b)</U>. Tenant, at
Tenant&#146;s 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;
<U>provided</U> that (i)&nbsp;Landlord shall not be subject to criminal penalty or to prosecution for a
crime, or any other fine or charge (unless paid by Tenant), nor shall the Premises or any part
thereof or the Project, or any part thereof, be subject to being condemned or vacated, nor shall
the Project, or any part thereof, be subjected to any lien or encumbrance, by reason of
non-compliance or otherwise by reason of such contest; (ii)&nbsp;unless Tenant then has the Required Net
Worth, before the commencement of such contest, Tenant shall furnish to Landlord a cash deposit or
other security in amount, form and substance satisfactory to Landlord; (iii)&nbsp;such non-compliance or
contest shall not prevent Landlord from obtaining any and all permits and licenses in connection
with the operation of the Building; and (iv)&nbsp;Tenant shall keep Landlord advised as to the status of
such proceedings.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Landlord, at Landlord&#146;s expense (but subject to reimbursement by way of Operating Expenses
to the extent includable therein), shall comply with all Laws affecting the Building or the
Premises or the use and occupancy thereof (except as expressly set forth in <U>Section&nbsp;4.06(a)</U>
above) subject to Landlord&#146;s right to contest and defer compliance with such Laws pursuant to
appropriate proceedings, provided that Landlord shall not have the right to defer such compliance
if (i)&nbsp;such non-compliance or contest shall prevent Tenant from lawfully occupying the Premises or
Building for the use permitted hereunder, (ii)&nbsp;noncompliance threatens the safety of persons or
property, (iii)&nbsp;Tenant is unable to obtain a building permit for Alterations, or (iv)&nbsp;noncompliance
would otherwise materially adversely affect Tenant&#146;s use and enjoyment of the Premises for the
ordinary conduct of its business.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.07 </B><U><B>Tenant Advertising</B></U><B>. </B>Tenant shall not use, and shall cause each of its Affiliates
not to use, the name or likeness of the Building or the Project in any advertising (by whatever
medium) without Landlord&#146;s consent (not to be unreasonably withheld or delayed).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.08 </B><U><B>Right to Perform Other Party&#146;s Covenants</B></U><B>. </B>(a)&nbsp;If Tenant fails to perform any of
its obligations under this Lease, Landlord, any Superior Lessor or any Superior Mortgagee (each, a
&#147;<U>Curing Party</U>&#148;) may perform the same at the expense of Tenant (a)&nbsp;immediately and without
notice in the case of emergency or in case such failure interferes with the use of space by any
other tenant in the Building or with the efficient operation of the Building or may result in a
violation of any Law or in a cancellation of any insurance policy maintained by Landlord and (b)&nbsp;in
any other case if such failure continues for more than 30&nbsp;days after written notice from Landlord
stating that Landlord intends to cure such failure if Tenant does not do so within 30&nbsp;days (or, in
the case of a failure which for causes beyond Tenant&#146;s reasonable control cannot with due diligence
be cured within such period of 30&nbsp;days, if Tenant shall not within 30&nbsp;days following the receipt of
such notice, (i)&nbsp;advise Landlord of Tenant&#146;s intention duly to institute all steps necessary to
cure such failure and (ii)&nbsp;institute and thereafter diligently prosecute to completion all steps
necessary to cure the same). If a Curing Party performs any of Tenant&#146;s obligations under this
Lease, Tenant shall pay to Landlord (as Additional Charges) the reasonable out of pocket costs
thereof, together with interest at the Interest Rate from the date incurred by the Curing Party
until paid by Tenant, within 30&nbsp;days after receipt by Tenant of a statement as to the amounts of
such costs. &#147;<U>Interest Rate</U>&#148; means the lesser of (i)&nbsp;the base rate from time to time
announced by Citibank, N.A. (or, if Citibank, N.A. shall not exist or shall cease to announce such
rate, such other bank in New York, New York, as shall be designated by Landlord in a notice to
Tenant) to be in effect at its principal office in New York, New York (the &#147;<U>Prime Rate</U>&#148;)
plus 2% and (ii)&nbsp;the maximum rate permitted by law.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;If Landlord shall default in (i)&nbsp;the performance of Landlord&#146;s Work or (ii)&nbsp;the
performance of any of Landlord&#146;s other obligations under this Lease and such default described in
this <U>clause (ii)</U> is capable of being cured by Tenant taking action solely within the
Premises and without affecting any of the Building&#146;s systems which do not serve exclusively the
Premises or any area outside of the Premises or the structure of the Building (any such default
described in <U>clause (i)</U> or <U>clause (ii)</U> is called a &#147;<U>Landlord Obligation</U>&#148;),
Tenant may give Landlord notice (a &#147;<U>Tenant Cure Notice</U>&#148;) setting forth in reasonable detail
the nature of the Landlord default comprising the Landlord Obligation and Tenant&#146;s intention to
exercise its rights under this <U>Section&nbsp;4.08(b)</U> with respect to such Landlord Obligation.
If such default by Landlord shall continue for 30&nbsp;days after the giving of the Tenant Cure Notice
or, if such default is not reasonably susceptible of cure within such period, such longer period as
may be reasonably necessary to complete the same with due diligence provided that Landlord
commences the cure within said 30&nbsp;day period, and if such default thereafter continues beyond the
expiration of a further 5 Business Day reminder notice given by Tenant to Landlord, then Tenant,
without thereby waiving such default, shall have the right (but shall not be obligated), upon
notice to Landlord, to perform the Landlord Obligation for the account of Landlord. If Tenant so
performs Landlord&#146;s Obligation, Landlord shall pay the actual reasonable out-of-pocket costs of
performing such Landlord Obligation, within 30&nbsp;days following Landlord&#146;s receipt of reasonable
evidence of such out-of-pocket costs. If Landlord fails to pay such amount within such 30&nbsp;day
period, and provided Landlord is not disputing in good faith and in writing Tenant&#146;s claim of the
existence of such default or the amount incurred by Tenant to cure same, then Tenant may offset
such amount against the next subsequent installments of Fixed Rent and Additional Charges coming
due under this Lease, together with interest at the Interest Rate from the date such amount was due
until offset as aforesaid.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>4.09 </B><U><B>Alternate Providers.</B></U> Subject to Landlord&#146;s consent not to be unreasonably
withheld, Tenant may use the services of any telecommunications and data services providers.
Landlord, at Tenant&#146;s expense, shall cooperate with Tenant to enable Tenant to use any such
provider. Landlord hereby approves AT&#038;T, MCI, Verizon and Sprint to provide such services.


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 5</B></U>



<P align="center" style="font-size: 12pt"><U><B>Assignment and Subletting</B></U>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.01 </B><U><B>Assignment; Etc.</B></U> (a)&nbsp;Subject to the further provisions of this <U>Article
5</U>, and except as otherwise permitted pursuant to <U>Section&nbsp;5.06</U>, neither this Lease nor
the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged,
pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or
otherwise, and neither the Premises, nor any part thereof, shall be subleased, be licensed, be used
or occupied by any person or entity other than Tenant or be encumbered in any manner (except as set
forth in <U>Section&nbsp;4.02(i)</U> above) by reason of any act or omission on the part of Tenant, and
no rents or other sums receivable by Tenant under any sublease of all or any part of the Premises
shall be assigned or otherwise encumbered, without the prior consent of Landlord. No assignment or
other transfer of this Lease and the term and estate hereby granted, and no subletting of all or
any portion of the Premises shall relieve Tenant of its liability under this Lease or of the
obligation to obtain Landlord&#146;s prior consent to any further assignment, other transfer or
subletting. Any attempt to assign this Lease or sublet all or any portion of the Premises in
violation of this <U>Article&nbsp;5</U> shall be null and void.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.02 </B><U><B>Landlord&#146;s Right of First Offer</B></U><B>. </B>(a)&nbsp;If, other than in accordance with
<U>Section&nbsp;5.06</U>, Tenant desires to assign this Lease or sublet all or part of the Premises for
all or substantially all of the remainder of the Term (which, for purposes of this <U>Article
5</U>, shall be deemed to mean a sublease the term of which (inclusive of all renewal options)
expires on or after the date that is two years before the then scheduled Expiration Date) Tenant
shall give to Landlord notice (&#147;<U>Tenant&#146;s Offer Notice</U>&#148;) thereof, specifying (i)&nbsp;in the case
of a proposed subletting, the location of the space to be sublet and (ii)&nbsp;the proposed assignment
or sublease commencement date.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Tenant&#146;s Offer Notice shall be deemed an offer from Tenant to Landlord whereby Landlord
(or Landlord&#146;s designee) may, at Landlord&#146;s option (each, a &#147;<U>Recapture Option</U>&#148;), (i)
terminate this Lease (if the proposed transaction is an assignment or a sublease for all or
substantially all of the remainder of the Term of all or substantially all of the Premises), or
(ii)&nbsp;terminate this Lease with respect to the space covered by the proposed sublease (if the
proposed transaction is a sublease of part of the Premises for all or substantially all of the
remainder of the Term). Said option may be exercised by Landlord giving to Tenant a notice (a
&#147;<U>Recapture Notice</U>&#148;) within 15 Business Days after a Tenant&#146;s Offer Notice has been given by
Tenant to Landlord. If Landlord fails to give to Tenant a Recapture Notice within such 15 Business
Day period, Tenant may give to Landlord a notice stating that if Landlord fails within 2 Business
Days after the giving of such notice to give a Recapture Notice, Landlord shall be deemed to have
waived Landlord&#146;s rights under this <U>Section&nbsp;5.02(b)</U> in respect of the assignment or
sublease in question, and, if Landlord shall fail to give a Recapture Notice within such 15
Business Day period, Landlord shall be deemed to have so waived Landlord&#146;s rights in respect
thereof.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;If Landlord exercises its option under <U>Section&nbsp;5.02(b)(ii)</U> to terminate this
Lease, then this Lease shall terminate on the proposed assignment or sublease commencement date
specified in the applicable Tenant&#146;s Offer Notice and all Rent shall be paid and apportioned to
such date.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;If Landlord exercises its option under <U>Section&nbsp;5.02(b)(ii)</U> to terminate this Lease
with respect to the space covered by a proposed sublease, then (i)&nbsp;this Lease shall terminate with
respect to such part of the Premises on the effective date of the proposed sublease; (ii)&nbsp;from and
after such date the Rent, and the amount of any Letter of Credit that Tenant is required from time
to time to post in accordance with the provisions of <U>Section&nbsp;2.09</U>, shall each be adjusted,
based upon the proportion that the rentable area of the Premises remaining bears to the total
rentable area of the Premises and (iii)&nbsp;Tenant shall pay to Landlord, upon demand, the costs
incurred by Landlord in demising separately such part of the Premises and in complying with any
Laws relating to such demise.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;If Landlord does not timely exercise a Recapture Option, and if Tenant has not within 6
months after the date of the applicable Tenant&#146;s Offer Notice entered into a binding agreement to
sublease or assign (which sublease or assignment may be conditioned upon Landlord&#146;s consent
thereto), then Tenant shall not sublet any space to a third party or assign this Lease to a third
party (other than Permitted Transfers) without complying once again with all of the provisions of
this <U>Section&nbsp;5.02</U> and re-offering such space to Landlord.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.03 </B><U><B>Assignment and Subletting Procedures</B></U><B>. </B>(a)&nbsp;If Tenant delivers to Landlord a
Tenant&#146;s Offer Notice with respect to any proposed assignment of this Lease or subletting of all or
part of the Premises for all or substantially all of the remainder of the Term and Landlord does
not timely exercise a Recapture Option, and Tenant thereafter desires to assign this Lease or
sublet the space specified in Tenant&#146;s Offer Notice, or if Tenant desires to sublet all or part of
the Premises for less than all or substantially all of the remainder of the Term or enter into any
other transaction as to which Landlord&#146;s consent is required, Tenant shall notify Landlord (a
&#147;<U>Transfer Notice</U>&#148;) of such desire, which notice shall be accompanied by (i)&nbsp;a copy of the
proposed assignment or sublease and all related agreements, the effective date of which shall be at
least 15 Business Days after the giving of the Transfer Notice or, if the assignment or sublease
has not been executed, then a term sheet or letter of intent setting forth the material terms of
the transaction, (ii)&nbsp;a statement setting forth in reasonable detail the identity of the proposed
assignee or subtenant, the nature of its business and its proposed use of the Premises, (iii)
current financial information with respect to the proposed assignee or subtenant, including without
limitation, its most recent financial statements and (iv)&nbsp;such other information as Landlord may
reasonably request. Landlord&#146;s consent to the proposed assignment or sublease shall not be
unreasonably withheld, delayed or conditioned, provided that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(i)&nbsp;The proposed use of the Premises (A)&nbsp;is in keeping with the standards of first
class office buildings in the vicinity of the Building and, (B)&nbsp;is limited to the general
office use and uses ancillary thereto.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;The proposed assignee or subtenant is a reputable person or entity of good
character and with sufficient financial worth considering the responsibility involved.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iii)&nbsp;Neither the proposed assignee or sublessee, nor any Affiliate of such assignee or
sublessee, is then an occupant of any part of the Building (if Landlord has or within 6
months reasonably expects to have space available in the Building that is comparable in size
to the Premises, or the portion thereof involved in the proposed transfer).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iv)&nbsp;The proposed assignee or sublessee is not a person with whom Landlord is then
engaged in active bona fide negotiations to lease space in the Building.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(v)&nbsp;The form of the proposed sublease shall be reasonably satisfactory to Landlord and
shall comply with the applicable provisions of this <U>Article&nbsp;5</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(vi)&nbsp;There shall not be more than 3 subtenants on any full floor of the Premises, and
not more than 2 subtenants on any partial floor of the Premises.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(vii)&nbsp;Tenant shall reimburse Landlord within 30&nbsp;days after delivery of an invoice for
any reasonable out of pocket costs 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 legal costs incurred in connection
with the granting of any requested consent.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;If Landlord consents to a proposed assignment or sublease and Tenant fails to execute and
deliver the assignment or sublease to which Landlord consented within 120&nbsp;days after the giving of
such consent, then Tenant shall again comply with this <U>Article&nbsp;5</U> before assigning this
Lease or subletting all or part of the Premises.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;If Landlord fails to grant or deny consent to a proposed assignment or subletting within
30&nbsp;days after delivery to Landlord of the relevant Transfer Notice, Tenant may give to Landlord a
notice stating that if Landlord fails within 2 Business Days after the giving of such notice to
grant or deny the consent in question, Landlord shall be deemed to have granted such consent and,
if Landlord shall fail to grant or deny such consent within such 2 Business Day period, Landlord
shall be deemed to have consented to such assignment or subletting. If Landlord approves such
transaction, the parties shall execute Landlord&#146;s standard form of consent agreement, which shall
be in substantially the form of <U>Exhibit&nbsp;H</U> hereto.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.04 </B><U><B>General Provisions</B></U><B>. </B>(a)&nbsp;If this Lease is assigned, whether or not in violation
of this Lease, Landlord may collect rent from the assignee. If the Premises or any part thereof
are sublet 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&#146;s time to cure such default,
collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount
collected against Rent, but no such assignment, subletting, occupancy or collection shall be deemed
a waiver of any of the provisions of <U>Section&nbsp;5.01(a)</U>, or the acceptance of the assignee,
subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant&#146;s
obligations under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Except for Permitted Transfers, no assignment or transfer shall be effective until the
assignee delivers to Landlord (i)&nbsp;evidence that the assignee, as Tenant hereunder, has complied
with the requirements of <U>Sections&nbsp;7.02</U> and <U>7.03</U>, and (ii)&nbsp;an agreement in form and
substance satisfactory to Landlord whereby the assignee assumes Tenant&#146;s obligations under this
Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Notwithstanding any assignment or transfer, whether or not in violation of this Lease, and
notwithstanding the acceptance of any Rent by Landlord from an assignee, transferee, or any other
party, the original named Tenant and each successor Tenant shall remain fully liable for the
payment of the Rent and the performance of all of Tenant&#146;s other obligations under this Lease,
subject to <U>Section&nbsp;5.02(d)</U>. Landlord shall deliver to Named Tenant a copy of any notice of
default which is delivered to a successor Tenant, simultaneously with delivery to the successor
Tenant, and Named Tenant shall have the right to cure any such default within the grace or cure
period set forth herein (including by exercising any right of reversion in the assignment documents
or other right to regain title to this Lease), and Named Tenant shall have no liability for such
default unless and until Landlord shall have given to Named Tenant such written notice and
opportunity to cure. The joint and several liability of Tenant and any immediate or remote
successor in interest of Tenant shall not be discharged, released or impaired in any respect by any
agreement made by Landlord extending the time to perform, or otherwise modifying, any of the
obligations of Tenant under this Lease, or by any waiver or failure of Landlord to enforce any of
the obligations of Tenant under this Lease; <U>provided</U>, that no predecessor Tenant shall, by
reason of any such agreement or waiver, be liable for any obligations under this Lease other than
those for which it would have been liable had such agreement not been made or such waiver not
occurred.



<P align="left" style="margin-left:12%; font-size: 12pt">(d)&nbsp;Each subletting by Tenant shall be subject to the following:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(i)&nbsp;No subletting shall be for a term (including any renewal or extension options
contained in the sublease) ending later than one day prior to the Expiration Date, provided
that a sublease with an Affiliate may grant to the subtenant the right to renew the term of
the sublease if Tenant renews or extends the Term of this Lease.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;Except for Permitted Transfers, no sublease shall be valid, and no subtenant shall
take possession of the Premises or any part thereof, until there has been delivered to
Landlord, both (A)&nbsp;an executed counterpart of such sublease, and (B)&nbsp;a certificate of
insurance evidencing that (x)&nbsp;Landlord is an additional insured under the insurance policies
required to be maintained by occupants of the Premises pursuant to <U>Section&nbsp;7.02</U>, and
(y)&nbsp;there is in full force and effect, the insurance otherwise required by <U>Section
7.02</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iii)&nbsp;Each sublease shall provide that it is subject and subordinate to this Lease, and
that in the event of termination, reentry or dispossess 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&#146;s option, attorn to
Landlord pursuant to the then executory provisions of such sublease, except that Landlord
shall not be liable for, subject to or bound by any item of the type that a Successor
Landlord is not so liable for, subject to or bound by in the case of an attornment by Tenant
to a Successor Landlord under <U>Section&nbsp;6.01(a)</U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;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, without Landlord&#146;s
consent and without complying with all of the terms and conditions of this <U>Article&nbsp;5</U>,
including, without limitation, <U>Section&nbsp;5.04</U>, which for purposes of this <U>Section
5.04(e)</U> shall be deemed to be appropriately modified to take into account that the transaction
in question is an assignment of the sublease or a further subletting of the space demised under the
sublease, as the case may be (except that Tenant shall have the right to permit the subtenant to
transfer the sublease in connection with transactions described in <U>Section&nbsp;5.06(a)</U> through
<U>(g)</U>, and for purposes of the foregoing each reference to &#147;Tenant&#148; therein shall be deemed
to refer to the subtenant).


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;Tenant shall not publicly advertise the availability of the Premises or any portion
thereof at a rate that is less than the prevailing rental rate set by Landlord for comparable space
in the Building, or, if there is no comparable space, the prevailing rental rate reasonably
determined by Landlord (which Landlord shall provide to Tenant promptly upon request).


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;Notwithstanding <U>Section&nbsp;5.04(d)(ii)</U> above, provided that no Event of Default on
the part of Tenant under this Lease shall have occurred and be continuing, with respect to any
sublease (but not a further subletting), other than pursuant to <U>Section&nbsp;5.06</U>, to which
Landlord has given (or is deemed to have given) its consent pursuant to the terms of this
<U>Article&nbsp;5</U>, and which (i)&nbsp;is for one or more full contiguous floors, (ii)&nbsp;is for a term of
not less than 5&nbsp;years, (iii)&nbsp;provides for a rental which, after taking into account any free rent
periods, credits, offsets or deductions to which the subtenant may be entitled thereunder, is equal
to or in excess (on a per rentable square foot basis) of the Fixed Rent and recurring Additional
Charges payable hereunder by Tenant from time to time throughout the term of this Lease (or if less
(on a per rentable square foot basis) than the Fixed Rent and recurring Additional Charges payable
hereunder by Tenant, if such subtenant agrees, in the Recognition Agreement hereinafter referred
to, that such rental will automatically and without condition become so equal, if, as and when the
attornment provided for in such Recognition Agreement becomes effective between Landlord and the
subtenant following the termination of this Lease) and (iv)&nbsp;provides for other obligations of the
subtenant at least substantially identical to the obligations of Tenant under this Lease, Landlord
shall, at Tenant&#146;s request and at Tenant&#146;s expense, execute and deliver to such subtenant a
recognition agreement in the form of <U>Exhibit&nbsp;L</U> annexed hereto (a &#147;<U>Recognition
Agreement</U>&#148;), provided and upon condition that (A)&nbsp;Tenant has furnished to Landlord reasonably
satisfactory proof that the subtenant has a financial worth sufficient to timely fulfill its
obligations under such sublease as a primary tenant of Landlord (and not as a subtenant of Tenant),
including any increase in such financial obligations which may become effective pursuant to
<U>clause (iii)</U> above, and (B)&nbsp;the subtenant executes and delivers to Landlord such
Recognition Agreement. Notwithstanding anything to the contrary set forth in this <U>Section
5.04(g)</U>, any Recognition Agreement delivered by Landlord pursuant to this <U>Section
5.04(g)</U> shall (x)&nbsp;be personal to the subtenant named in such Recognition Agreement and its
successors and assigns in accordance with <U>Sections&nbsp;5.06(a)</U>, <U>(c)</U>, <U>(d)</U> or
<U>(e)</U> below, and (y)&nbsp;expressly contain the condition such that, in the event of the
termination of this Lease by reason of a condemnation or casualty pursuant to <U>Section&nbsp;7.04</U>
or <U>Section&nbsp;7.05</U> of this Lease, then such Recognition Agreement shall, automatically and
without further act of the parties, terminate and be of no further force or effect from and after
the applicable termination date.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.05 </B><U><B>Assignment and Sublease Profits</B></U><B>. </B>(a)&nbsp;If the aggregate of the amounts payable as
fixed rent and as additional rent on account of Taxes, Operating Expenses and electricity by a
subtenant under a sublease of any part of the Premises and the amount of any Other Sublease
Consideration payable to Tenant by such subtenant, whether received in a lump-sum payment or
otherwise (&#147;<U>Sublet Payments</U>&#148;) shall be in excess of Tenant&#146;s Basic Cost therefor then,
promptly after the collection thereof, Landlord shall be entitled to receive 50% of such excess
(such excess being referred to herein as &#147;<U>Sublet Profit</U>&#148;), to be determined and paid as set
forth herein. &#147;<U>Tenant&#146;s Basic Cost</U>&#148; for sublet space at any time means the sum of the
following (in each case, to the extent the sublease is for less than the entire Premises, prorated
based upon the rentable square feet in the sublet space) (i)&nbsp;the portion of the Fixed Rent, Tax
Payments, Operating Payments and, if applicable, Emergency Power Payments which is attributable to
the sublet space, plus (ii)&nbsp;the amount payable by Tenant on account of electricity, condenser water
for supplemental HVAC, if any, and any other services for which separate charges are payable, in
respect of the sublet space. &#147;<U>Other Sublease Considerations</U>&#148; means all sums paid for the
furnishing of guaranteed services by Tenant and the sale or rental of Tenant&#146;s Fixtures or Tenant&#146;s
Property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost
thereof determined on the basis of Tenant&#146;s federal income tax returns.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Upon any assignment of this Lease, Tenant shall pay to Landlord 50% of the Assignment
Profit received by Tenant for such assignment, after deducting therefrom Transaction Expenses.
&#147;<U>Assignment Profit</U>&#148; means an amount equal to all sums and other considerations paid to
Tenant by the assignee for or by reason of such assignment (including, without limitation, sums
paid for the furnishing of services by Tenant and the sale or rental of Tenant&#146;s Fixtures or
Tenant&#146;s Property, less, in the case of the sale thereof, the then net unamortized or undepreciated
cost thereof determined on the basis of Tenant&#146;s federal income tax returns).


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Sublet Profit shall be allocated between Landlord and Tenant as follows (A)&nbsp;first to
Tenant, the amount of any Transaction Expenses and (B)&nbsp;second, Tenant shall pay to Landlord in
monthly installments as and when collected, as Additional Charges, Tenant&#146;s good faith estimate of
Landlord&#146;s share of such Sublease Profit. Tenant shall deliver to Landlord within 60&nbsp;days after
the end of each calendar year and within 60&nbsp;days after the expiration or earlier termination of
this Lease a statement specifying each sublease in effect during such calendar year or partial
calendar year, the rentable area demised thereby, the term thereof and a computation in reasonable
detail showing the calculation of the amounts paid and payable by the subtenant to Tenant, and by
Tenant to Landlord, with respect to such sublease for the period covered by such statement. Within
30&nbsp;days following delivery of such statement, either Tenant shall pay to Landlord the portion of
any Sublease Profit to which Landlord is entitled but which has not theretofore been paid, or
Landlord shall refund to Tenant the portion of any Sublease Profit previously paid to Landlord
which exceeds the amount to which Landlord is entitled.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;&#147;<U>Transaction Expenses</U>&#148; means the actual out-of-pocket expenses incurred by Tenant
in marketing, negotiating and consummating a sublease or assignment, including, without limitation,
(A)&nbsp;brokerage commissions, (B)&nbsp;allowances made available to the subtenant or assignee to fund the
cost of Alterations that the subtenant or assignee makes to the Premises (or the applicable portion
thereof), (C)&nbsp;costs paid in making Alterations including, without limitation, the construction of
the demising walls or other improvements to prepare the Premises (or the applicable portion
thereof) for the initial occupancy by the subtenant or assignee, (D)&nbsp;any other inducements or
concessions paid in connection with the sublease or assignment, including lease takeover costs and
moving expenses, (E)&nbsp;costs and expenses paid or reimbursed to Landlord in connection with such
sublease or assignment and (F)&nbsp;reasonable attorneys&#146; fees and disbursements, and any transfer
taxes, paid in connection with negotiating and consummating such sublease or assignment.
&#147;<U>Transfer Profit</U>&#148; means any Sublease Profit and/or Assignment Profit.



<P align="left" style="margin-left:8%; font-size: 12pt"><B>5.06 </B><U><B>Permitted Transfers</B></U>. Notwithstanding the provisions of <U>Section&nbsp;5.01(a):</U>


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;The assignment of Tenant&#146;s entire interest under this Lease to an Affiliate of Tenant
shall be permitted without (x)&nbsp;Landlord&#146;s prior approval, (y)&nbsp;Landlord&#146;s having a Recapture Option
in respect thereof, and (z)&nbsp;Tenant&#146;s being required to pay Transfer Profit to Landlord in
connection therewith, provided that in each case (i)&nbsp;Tenant gives to Landlord, not later than the
10th Business Day after any such assignment is consummated, an instrument, duly executed by Tenant
and the aforesaid Affiliate of Tenant, to the effect that such Affiliate assumes all of the
obligations of Tenant under this Lease to the extent arising from and after the date of such
assignment, (ii)&nbsp;Tenant, with such notice, provides Landlord with reasonable evidence to the effect
that the person to which Tenant is so assigning Tenant&#146;s interest under this Lease constitutes an
Affiliate of Tenant and (iii)&nbsp;such assignment is for a valid business purpose and not to avoid any
obligations under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;The sublease or license of the Premises, or any portion thereof, to an Affiliate of
Tenant, or occupancy of any portion of the Premises by an Affiliate of Tenant, shall be permitted
without (x)&nbsp;Landlord&#146;s prior approval, (y)&nbsp;Landlord&#146;s having a Recapture Option in respect thereof,
and (z)&nbsp;Tenant&#146;s being required to pay Transfer Profit to Landlord in connection therewith,
provided that in each case (i)&nbsp;Tenant gives to Landlord a copy of such sublease, license or
occupancy agreement, if any, not later than the 10th Business Day after any such transaction is
consummated, (ii)&nbsp;Tenant, with such copy of such sublease or license, provides Landlord with
reasonable evidence to the effect that the person to which Tenant is so subleasing or licensing the
Premises or a portion thereof constitutes an Affiliate of Tenant and (iii)&nbsp;such sublease is for a
valid business purpose and not to avoid any obligations under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;The merger or consolidation of Tenant into or with another entity, or the assignment of
this Lease in connection with such a merger or consolidation, shall be permitted without (x)
Landlord&#146;s prior approval, (y)&nbsp;Landlord&#146;s having a Recapture Option in respect thereof, and (z)
Tenant&#146;s being required to pay Transfer Profit to Landlord in connection therewith, provided that
in each case (i)&nbsp;such merger or consolidation is not principally for the purpose of transferring
Tenant&#146;s interest in this Lease, (ii)&nbsp;Tenant gives Landlord notice of such merger or consolidation
not later than the 10th Business Day after the occurrence thereof and (iii)&nbsp;if this Lease is
assigned in connection with such merger or consolidation, Tenant gives to Landlord, not later than
the 10th Business Day after the occurrence of such merger or consolidation, an instrument, duly
executed by Tenant and the surviving company, to the effect that such surviving company assumes all
of the obligations of Tenant under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;The assignment of Tenant&#146;s entire interest under this Lease, or the sublease of
substantially all of the Premises for substantially all of the Term, in connection with the sale of
all or substantially all of the assets of Tenant (excluding cash or cash equivalents) shall be
permitted without (x)&nbsp;Landlord&#146;s prior approval, (y)&nbsp;Landlord&#146;s having a Recapture Option in
respect thereof, and (z)&nbsp;Tenant&#146;s being required to pay Transfer Profit to Landlord in connection
therewith, provided that in each case (i)&nbsp;Tenant gives to Landlord, not later than the 10th
Business Day after any such assignment is consummated, notice of the occurrence thereof and an
instrument, duly executed by Tenant and the transferee, to the effect that such transferee assumes
all of the obligations of Tenant under this Lease, and (ii)&nbsp;such sale of all or substantially all
of the assets of Tenant is not principally for the purpose of transferring Tenant&#146;s interest in
this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;The direct or indirect transfer of shares or equity interests in Tenant (including,
without limitation, the issuance of equity securities, treasury stock or a new class of stock)
whether or not such transfer results in a change in Control of Tenant, and whether on a public
exchange or otherwise, shall be permitted without (x)&nbsp;Landlord&#146;s prior approval, (y)&nbsp;Landlord&#146;s
having a Recapture Option in respect thereof, and (z)&nbsp;Tenant&#146;s being required to pay Transfer
Profit to Landlord in connection therewith.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;Landlord&#146;s consent shall not be required for (i)&nbsp;any recapture or reversion of the
leasehold estate to a previous Tenant, including by assignment of this Lease from any assignee back
to such assignor or other reversion of the leasehold estate to the assignor, or (ii)&nbsp;any recapture
of sublet space, including by termination of the sublease, assignment of a sublease by the
sublessee to Tenant or sub-sublease by a sublessee to Tenant, and any such recapture or reversion
shall be permitted without (x)&nbsp;Landlord&#146;s prior approval, (y)&nbsp;Landlord&#146;s having a Recapture Option
in respect thereof, and (z)&nbsp;Tenant&#146;s being required to pay Transfer Profit to Landlord in
connection therewith.


<P align="left" style="font-size: 12pt; text-indent: 12%">(g)&nbsp;For purposes of this Lease: (i) &#147;<U>Affiliate</U>&#148; means, as to any designated person or
entity, any other person or entity which controls, is controlled by, or is under common control
with, such designated person or entity and (ii) &#147;<U>Control</U>&#148; (and with correlative meaning,
&#147;controlled by&#148; and &#147;under common control with&#148;) means the capacity to direct the business
operations and policies of any entity, whether by share ownership or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 12%">(h)&nbsp;Tenant may permit portions of the Premises to be occupied, at any time and from time to
time, by parties who are not members, officers or employees of Tenant (each such party who is
permitted to occupy portions of the Premises pursuant to this <U>Section&nbsp;5.06</U> being referred
to herein as a &#147;<U>Special Occupant</U>&#148;), without (x)&nbsp;Landlord&#146;s prior approval, (y)&nbsp;Landlord&#146;s
having a Recapture Option in respect thereof, and (z)&nbsp;Tenant&#146;s being required to pay Transfer
Profit to Landlord in connection therewith, provided that, in each case, (i)&nbsp;no demising walls are
erected in the Premises separating the space used by a Special Occupant from the remainder of the
Premises, (ii)&nbsp;the Special Occupant uses the Premises in conformity with all applicable provisions
of this Lease, (iii)&nbsp;the use of any portion of the Premises by any Special Occupant shall not
create any right, title or interest of the Special Occupant in or to the Premises, (iv)&nbsp;the portion
of the Premises used by all Special Occupants shall not exceed 10,000 rentable square feet of the
Premises, and (v)&nbsp;such party is (A)&nbsp;an Affiliate of Tenant, (B)&nbsp;maintains a significant business
relationship with Tenant (other than by virtue of such occupancy) or (C)&nbsp;is a charitable
organization with which Tenant&#146;s officers or directors are actively involved.


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;Any assignment, sublease or other transfer described in this <U>Section&nbsp;5.06 </U>shall be
referred to herein as a &#147;<U>Permitted Transfer</U>.&#148;


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>5.07 </B><U><B>Consent to Transactions with Other Tenants</B></U>. Provided that Landlord does not then
have available comparable space for a comparable term, Landlord shall not prohibit any tenant or
occupant of the Building from entering into a sublease or license to Tenant, or from assigning its
lease to Tenant, on the grounds that such transaction is prohibited under such other tenant&#146;s or
occupant&#146;s lease because Tenant is an occupant of other space in the Building.


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 6</B></U>



<P align="center" style="font-size: 12pt"><U><B>Subordination; Default; Indemnity</B></U>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.01 </B><U><B>Subordination</B></U><B>. </B>(a)&nbsp;Subject to the provisions of <U>Section&nbsp;6.01(b)</U>, this
Lease is subject and subordinate to each mortgage (a &#147;<U>Superior Mortgage</U>&#148;) and each
underlying lease (a &#147;<U>Superior Lease</U>&#148;) which may now or hereafter affect all or any portion
of the Project or any interest therein. The lessor under a Superior Lease is called a
&#147;<U>Superior Lessor</U>&#148; and the mortgagee under a Superior Mortgage is called a &#147;<U>Superior
Mortgagee</U>&#148;. Landlord represents that on the date of this Lease there are no Superior Leases
affecting the Project and there are no Superior Mortgages encumbering the Project. Tenant shall
execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor
or Superior Mortgagee to evidence such subordination, subject to <U>Section&nbsp;6.01(b)</U> below, but
no such instrument shall be necessary to make such subordination effective. Tenant shall execute
any amendment of this Lease reasonably requested by a Superior Mortgagee or a Superior Lessor that
is generally recognized as an institutional lender and that is not an Affiliate of Landlord,
provided such amendment is required as a condition to any financing of the Project (and Landlord
provides reasonable evidence thereof) and provided further than such amendment shall not result in
any increase in Tenant&#146;s monetary obligations hereunder, any increase (other than a de minimis
increase) in Tenant&#146;s other obligations under this Lease, any reduction (other than a de minimis
reduction) in the rights of Tenant under this Lease or any reduction (other than a de minimis
reduction) in the obligations of Landlord under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Notwithstanding the provisions of <U>Section&nbsp;6.01(a)</U>, the subordination of this Lease
to any Superior Lease or Superior Mortgage, or any renewal, modification, replacement or extension
of any Superior Lease or any renewal, modification, extension, refinancing, consolidation or
spreader of any Superior Mortgage, shall be subject to the express condition that, so long as there
is no Event of Default hereunder and this Lease remains in effect, Tenant shall not be evicted from
the Premises, nor shall Tenant&#146;s leasehold estate under this Lease be terminated or disturbed, nor
shall any of Tenant&#146;s rights under this Lease be affected in any way by reason of any default by
Landlord (or any successor in title to Landlord) under such Superior Lease or Superior Mortgage nor
shall Tenant be joined as a party defendant in any action or proceeding which may be instituted by
the Superior Lessor for purposes of terminating the Superior Lease or in any action or proceeding
to foreclose or otherwise enforce the Superior Mortgage. In the event of the enforcement by a
Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the
event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior
Mortgagee, Superior Lessor or any person that succeeds to the interest of such mortgagee or lessor
(each, a &#147;<U>Successor Landlord</U>&#148;), shall automatically become the tenant of such Successor
Landlord without change in the terms or provisions of this Lease (it being understood that Tenant
shall, if requested, enter into a new lease on terms identical to those in this Lease);
<U>provided</U>, that any Successor Landlord that is not an Affiliate of Landlord shall not be:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(i)&nbsp;liable for any act, omission or default of any prior landlord (including, without
limitation, Landlord) except to the extent such act, omission or default continues after the
date that the Successor Landlord succeeds to Landlord&#146;s interest in the Project and
Successor Landlord has been given notice and an opportunity to cure same; (but if notice has
been given to such Successor Landlord pursuant to <U>Section&nbsp;6.01(c)</U> below, no
additional notice shall be required).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;subject to any offset, claims or defense that previously accrued to Tenant against
any prior landlord (including, without limitation, Landlord), other than offsets and
abatements expressly permitted under this Lease;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iii)&nbsp;bound by any Rent which Tenant might have paid for more than 30&nbsp;days in advance
of the date on which such payment is due (including, without limitation, Landlord) unless
actually received by such Successor Landlord;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iv)&nbsp;bound by any waiver or forbearance under, or any amendment, modification,
abridgment, cancellation or surrender of, this Lease made without any consent of the
Superior Lessor or Superior Mortgagee that may be required under the Superior Lease or
Superior Mortgage, other than amendments that confirm rights under this Lease (including
without limitation amendments to confirm the addition to the Premises of Offer Space and the
terms thereof and/or the commencement of the Renewal Term and the terms thereof).


<P align="left" style="font-size: 12pt">Upon request by such Successor Landlord, Tenant shall execute and deliver an instrument or
instruments, reasonably requested by such Successor Landlord, confirming the attornment provided
for herein, but no such instrument shall be necessary to make such attornment effective.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Tenant shall not seek to terminate this Lease by reason of Landlord&#146;s default hereunder
until Tenant has given written notice of such default to each Superior Mortgagee and each Superior
Lessor whose name and address has previously been delivered to Tenant in writing. If any such
Superior Lessor or Superior Mortgagee notifies Tenant, within 30&nbsp;days after the delivery of such
written notice from Tenant, that such Superior Lessor or Superior Mortgagee intends to remedy such
act or omission of Landlord, then such Superior Lessor and/or Superior Mortgagee shall have a
reasonable period of time in which to cure such default, not to exceed 30&nbsp;days in the event of a
monetary default and not to exceed 90&nbsp;days in the event of a non-monetary default. Nothing herein
shall be deemed to imply that Tenant has any right to terminate this Lease or any other right or
remedy, except as may be otherwise expressly provided for in this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.02 </B><U><B>Estoppel Certificate</B></U><B>. </B>Each party shall, at any time and from time to time,
within 15&nbsp;days after request by the other party, execute and deliver to the requesting party (or to
such person or entity as the requesting party may designate) a statement, in reasonable and
customary form, certifying that this Lease is unmodified and in full force and effect (or if there
have been modifications, that the same is in full force and effect as modified and stating the
modifications), certifying the Tranche A Commencement Date, the Tranche B Commencement Date, the
Tranche A Rent Commencement Date, the Tranche B Rent Commencement Date, the Expiration Date and the
dates to which the Fixed Rent and Additional Charges have been paid and stating whether or not, to
the knowledge of such party, the other party is in default in performance of any of its obligations
under this Lease, and, if so, specifying each such default of which such party has knowledge, it
being intended that any such statement may be relied upon by the party to whom such statement is
addressed. Each party shall include or confirm in any such statement such other information
concerning this Lease as the other party may reasonably request. Notwithstanding the foregoing,
neither party shall request such certificate more than twice in any twelve-month period. No
estoppel certificate shall modify or waive any rights or obligations of the parties under this
Lease, and in the event of any inconsistency between any estoppel certificate delivered by either
party and the provisions of this Lease, the provisions of this Lease shall govern.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.03 </B><U><B>Default</B></U><B>. </B>This Lease and the term and estate hereby granted are subject to the
limitation that:


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;if Tenant defaults in the payment of any Rent, and such default continues for 5 Business
Days after Landlord gives to Tenant a notice specifying such default in the case of Fixed Rent or
10 Business Days after Landlord gives to Tenant a notice specifying such default in the case of any
Rent other than Fixed Rent, or


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;if Tenant defaults in the keeping, observance or performance of any covenant or agreement
(other than a default of the character referred to in <U>Sections&nbsp;6.03(a)</U>, (c)&nbsp;or
<U>(d)</U>), and if such default continues and is not cured within 30&nbsp;days after Landlord gives to
Tenant a notice specifying the same, or, in the case of a default which for causes beyond Tenant&#146;s
reasonable control cannot with due diligence be cured within such period of 30&nbsp;days, if Tenant
shall not within 30&nbsp;days following the receipt of such notice, (i)&nbsp;advise Landlord of Tenant&#146;s
intention duly to institute all steps necessary to cure such default and (ii)&nbsp;institute and
thereafter diligently prosecute to completion all steps necessary to cure the same, or


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;if Tenant shall abandon the Premises (and the fact that any of Tenant&#146;s Property remains
in the Premises shall not be evidence that Tenant has not abandoned the Premises), or


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;if Tenant fails to deliver to Landlord any Letter of Credit within the time period
required under <U>Section&nbsp;2.09</U> and such default remains uncured for more than 5 Business Days
after written notice from Landlord,


<P align="left" style="font-size: 12pt">then, in any of such cases (each of which shall be referred to herein as an &#147;<U>Event of
Default</U>&#148;), then in addition to any other remedies available to Landlord at law or in equity,
Landlord shall be entitled to give to Tenant a notice of intention to end the Term at the
expiration of 10 Business Days from the date of the giving of such notice, and, in the event such
notice is given, this Lease and the term and estate hereby granted shall terminate upon the
expiration of such 10 Business Days with the same effect as if the last of such 10 Business Days
were the Expiration Date, but Tenant shall remain liable for damages as provided herein or pursuant
to law.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.04 </B><U><B>Re-entry by Landlord</B></U><B>. </B>If this Lease shall terminate as in <U>Section&nbsp;6.03</U>
provided, Landlord or Landlord&#146;s agents and servants may immediately or at any time thereafter
re-enter into or upon the Premises, or any part thereof, either by summary dispossess proceedings
or by any suitable action or proceeding at law, without being liable to indictment, prosecution or
damages therefor, and may repossess the same, and may remove any persons therefrom, to the end that
Landlord may have, hold and enjoy the Premises. The words &#147;re-enter&#148; and &#147;re-entering&#148; as used in
this Lease are not restricted to their technical legal meanings. Upon such termination or
re-entry, Tenant shall pay to Landlord any Rent then due and owing (in addition to any damages
payable under <U>Section&nbsp;6.05</U>).


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.05 </B><U><B>Damages</B></U><B>. </B>If this Lease is terminated under <U>Section&nbsp;6.03</U>, or if Landlord
re-enters the Premises under <U>Section&nbsp;6.04</U>, Tenant shall pay to Landlord as liquidated
damages in respect of the Rent payable for the balance of the term, at the election of Landlord,
either:


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;a sum which, at the time of such termination, represents the then value of the excess, if
any, of (1)&nbsp;the aggregate of the Rent which, had this Lease not terminated, would have been payable
hereunder by Tenant for the period commencing on the day following the date of such termination or
re-entry to and including the Expiration Date over (2)&nbsp;the aggregate fair rental value of the
Premises for the same period, both of (1)&nbsp;and (2)&nbsp;being discounted to present value at the Prime
Rate, or


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;sums equal to the Rent that would have been payable by Tenant through and including the
Expiration Date had this Lease not terminated or had Landlord not re-entered the Premises, payable
upon the due dates therefor specified in this Lease; <U>provided</U>, that if Landlord shall relet
all or any part of the Premises for all or any part of the period commencing on the day following
the date of such termination or re-entry to and including the Expiration Date, Landlord shall
credit Tenant with the net rents received by Landlord from such reletting, such net rents to be
determined by first deducting from the gross rents as and when received by Landlord from such
reletting the expenses incurred or paid by Landlord in terminating this Lease and of re-entering
the Premises and of securing possession thereof, as well as the expenses of reletting, including,
without limitation, altering and preparing the Premises for new tenants, brokers&#146; commissions, and
all other expenses properly chargeable against the Premises and the rental therefrom in connection
with such reletting, it being understood that any such reletting may be for a period equal to or
shorter or longer than said period; <U>provided</U>, <U>further</U>, that (i)&nbsp;in no event shall
Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to
Landlord under this Lease, (ii)&nbsp;in no event shall Tenant be entitled, in any suit for the
collection of damages pursuant to this <U>Section&nbsp;6.05(b)</U>, to a credit in respect of any net
rents from a reletting except to the extent that such net rents are actually received by Landlord
prior to the commencement of such suit, (iii)&nbsp;if the Premises or any part thereof should be relet
in combination with other space, then an equitable apportionment shall be made of the rent received
from such reletting and of the expenses of reletting, and (iv)&nbsp;Landlord shall have no obligation to
so relet the Premises and Tenant hereby waives any right Tenant may have, at law or in equity, to
require Landlord to so relet the Premises.


<P align="left" style="font-size: 12pt">Suit or suits for the recovery of any damages payable hereunder by Tenant, or any installments
thereof, may be brought by Landlord from time to time at its election, and nothing contained herein
shall require Landlord to postpone suit until the date when the Term would have expired but for
such termination or re-entry.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.06 </B><U><B>Other Remedies</B></U><B>. </B>Nothing contained in this Lease shall be construed as limiting
or precluding the recovery by Landlord against Tenant of any sums to which, in addition to the
damages particularly provided above, Landlord may lawfully be entitled by reason of any default
hereunder on the part of Tenant.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.07 </B><U><B>Right to Injunction.</B></U> In the event of a breach or threatened breach by either
party of any of its obligations under this Lease, the other party shall also have the right of
injunction. The specified remedies to which Landlord may resort hereunder are cumulative and are
not intended to be exclusive of any other remedies or means of redress to which Landlord may
lawfully be entitled, and Landlord may invoke any remedy allowed at law or in equity as if specific
remedies were not herein provided for.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.08 </B><U><B>Certain Waivers</B></U><B>. </B>Tenant waives and surrenders all right and privilege that
Tenant might have under or by reason of any present or future law to redeem the Premises or to have
a continuance of this Lease after Tenant is dispossessed or ejected therefrom by process of law or
under the terms of this Lease or after any termination of this Lease. Tenant also waives the
provisions of any law relating to notice and/or delay in levy of execution in case of any eviction
or dispossession for nonpayment of rent, and the provisions of any successor or other law of like
import. Landlord and Tenant each waive trial by jury in any action in connection with this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.09 </B><U><B>No Waiver</B></U><B>. </B>Failure by either party to declare any default immediately upon its
occurrence or delay in taking any action in connection with such default shall not waive such
default but such party shall have the right to declare any such default at any time thereafter.
Any amounts paid by Tenant to Landlord may be applied by Landlord, in Landlord&#146;s discretion, to any
items then owing by Tenant to Landlord under this Lease. Receipt by Landlord of a partial payment
shall not be deemed to be an accord and satisfaction (notwithstanding any endorsement or statement
on any check or any letter accompanying any check or payment) nor shall such receipt constitute a
waiver by Landlord of Tenant&#146;s obligation to make full payment. No act or thing done by Landlord
or its agents shall be deemed an acceptance of a surrender of the Premises, and no agreement to
accept such surrender shall be valid unless in writing and signed by Landlord and by each Superior
Lessor and Superior Mortgagee whose lease or mortgage provides that any such surrender may not be
accepted without its consent.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.10 </B><U><B>Holding Over</B></U><B>. </B>If Tenant holds over without the consent of Landlord after
expiration or termination of this Lease, Tenant shall pay as holdover rental for each month of the
holdover tenancy an amount equal to the Applicable Percentage of the greater of (i)&nbsp;the Fair Market
Rent of the Premises for such month (but Tenant shall have no right to arbitrate any dispute as to
the amount of such Fair Market Rent) or (ii)&nbsp;the Rent which Tenant was obligated to pay for the
month immediately preceding the end of the Term. No holding over by Tenant after the Term shall
operate to extend the Term. Notwithstanding the foregoing, the acceptance of any rent paid by
Tenant pursuant to this <U>Section&nbsp;6.10</U> shall not preclude Landlord from commencing and
prosecuting a holdover or summary eviction proceeding. &#147;<U>Applicable Percentage</U>&#148; means (a)
125% for the first 60&nbsp;days of such holdover, (b)&nbsp;150% for the next 30&nbsp;days of such holdover and (c)
200% thereafter.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.11 </B><U><B>Attorneys&#146; Fees</B></U><B>. </B>If any action or proceeding is brought by Landlord or Tenant to
enforce its rights under this Lease, the prevailing party in such action shall be entitled to
collect its reasonable attorneys fees and costs of suit from the other party.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>6.12 </B><U><B>Nonliability and Indemnification</B></U><B>. </B>(a)&nbsp;Neither Landlord, nor any Landlord
Indemnified Party (whether disclosed or undisclosed), shall be liable to Tenant for: (i)&nbsp;any loss,
injury or damage to Tenant or to any other person, or to its or their property, irrespective of the
cause of such injury, damage or loss, nor shall the aforesaid parties be liable for any loss of or
damage to property of Tenant or of others entrusted to employees of Landlord; <U>provided</U>,
that, except to the extent of the release of liability and waiver of subrogation provided in
<U>Section&nbsp;7.03</U> hereof, the foregoing shall not be deemed to relieve Landlord of any liability
to the extent resulting from the negligence, of Landlord or any Landlord Indemnified Party in the
operation or maintenance of the Premises or the Building or from a breach of this Lease, (ii)&nbsp;any
loss, injury or damage described in <U>clause (i)</U> above caused by other tenants or persons in,
upon or about the Building, or caused by operations in construction of any private, public or
quasi-public work performed by parties other than Landlord, its agents or employees, or (iii)&nbsp;even
if negligent, consequential damages arising out of any loss of use of the Premises or any
equipment, facilities or other Tenant&#146;s Property therein or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Tenant shall indemnify and hold harmless Landlord, all Superior Lessors and all Superior
Mortgagees and each of their respective partners, directors, officers, shareholders, principals,
agents and employees (each, a &#147;<U>Landlord Indemnified Party</U>&#148;), from and against any and all
claims made by third parties against such Landlord Indemnified Party arising from or in connection
with (i)&nbsp;any negligence of Tenant or any person claiming through or under Tenant or any of their
respective partners, directors, officers, agents, employees or contractors, (ii)&nbsp;any accident,
injury or damage occurring in, at or upon the Premises from and after the commencement date of the
Term applicable to such portion of the Premises (or prior to such commencement date, if arising
from or in connection with any negligence of Tenant or any person claiming through or under Tenant
or any of their respective partners, directors, officers, agents, employees or contractors), (iii)
any default by Tenant in the performance of Tenant&#146;s obligations under this Lease and (v)&nbsp;any
brokerage commission or similar compensation claimed to be due, by any person claiming to have
dealt with Tenant, by reason of any proposed subletting or assignment by Tenant (irrespective of
the exercise by Landlord of any of the options in <U>Section&nbsp;5.02(b)</U>); together with all
reasonable costs, expenses and liabilities incurred in connection with each such claim or action or
proceeding brought thereon, including, without limitation, all reasonable attorneys&#146; fees and
disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim
results from the negligence (other than negligence to which the release of liability and waiver of
subrogation provided in <U>Section&nbsp;7.03</U> applies) or willful misconduct of the Landlord
Indemnified Party.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Landlord shall indemnify and hold harmless Tenant, its partners, directors, officers,
shareholders, principals, agents and employees (each, a &#147;<U>Tenant Indemnified Party</U>&#148;), from
and against any and all claims made by third parties against such Tenant Indemnified Party arising
from or in connection with (i)&nbsp;any negligence of Landlord or any person claiming through or under
Landlord or any of their respective partners, directors, officers, agents, employees or
contractors, (ii)&nbsp;any accident, injury or damage occurring in the common or public areas of the
Project, (iii)&nbsp;any default by Landlord in the performance of Landlord&#146;s obligations under this
Lease and (v)&nbsp;Landlord&#146;s failure to pay the brokerage commission due to the Broker; together with
all reasonable costs, expenses and liabilities incurred in connection with each such claim or
action or proceeding brought thereon, including, without limitation, all reasonable attorneys&#146; fees
and disbursements; provided, that the foregoing indemnity shall not apply to the extent such claim
results from the negligence (other than negligence to which the release of liability and waiver of
subrogation provided in <U>Section&nbsp;7.03</U> applies) or willful misconduct of the Tenant
Indemnified Party.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;(i)&nbsp;If any claim that is within the scope of the indemnities set forth in this
<U>Section&nbsp;6.12</U> is asserted against any indemnified party, then the indemnified party shall
give prompt written notice (each, an &#147;<U>Indemnified Party Notice</U>&#148;) thereof to the
indemnifying party (i.e., within a time period so as not to prejudice the indemnifying party&#146;s or
its insurer&#146;s ability to defend effectively any action or proceeding brought on such claim) and the
indemnifying party shall have the right to defend and control the defense of any action or
proceeding brought on such claim with counsel chosen by the indemnifying party subject to the
approval of the indemnified party (such approval not to be unreasonably withheld) or by the
indemnifying party&#146;s insurance company. If the indemnified party fails promptly to give such
notice or if the indemnified party shall not afford the indemnifying party the right to defend and
control the defense of any such action or proceeding then, in either of such events, the
indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease
with respect to such action or proceeding or other actions or proceedings involving the same or
related facts. If the indemnifying party shall defend any such action or proceeding, then the
following shall apply:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(A)&nbsp;the indemnified party shall cooperate with the indemnifying party (or its
insurer) in the defense of any such action or proceeding in such manner as the
indemnifying party (or its insurer) may from time to time reasonably request and the
indemnifying party shall not be liable for the costs of any separate counsel
employed by the indemnified party;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(B)&nbsp;the indemnifying party shall not be liable for any settlement made without
the indemnifying party&#146;s consent;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(C)&nbsp;if such action or proceeding can be settled by the payment of money and
without the need to admit liability on the indemnified party&#146;s part, then the
indemnifying party shall have the right to settle such action or proceeding without
the indemnified party&#146;s consent and the indemnifying party shall have no obligation
under the applicable indemnity set forth in this Lease with respect to such action
or proceeding or other actions or proceedings involving the same or related facts if
the indemnified party refuses to agree to such a settlement; and



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 11%">(D)&nbsp;if such action or proceeding cannot be settled merely by the payment of
money and without the need to admit liability on the indemnified party&#146;s part, then
the indemnifying party shall not settle such action or proceeding without the
indemnified party&#146;s consent (which consent shall not be unreasonably withheld,
conditioned or delayed) and if the indemnified party unreasonably withholds,
conditions or delays its consent to any such settlement, then the indemnifying party
shall have no obligation under the applicable indemnity set forth in this Lease with
respect to such action or proceeding or other actions or proceedings involving the
same or related facts.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;If an indemnifying party shall, in good faith, believe that a claim set forth in
an Indemnified Party Notice is or may not be within the scope of the indemnifying party&#146;s
indemnity set forth in this Lease then, pending determination of that question, the
indemnifying party shall not be deemed to be in default under this Lease by reason of its
failure or refusal to indemnify and hold harmless any indemnified party therefrom or to pay
such costs, expenses and liabilities; <U>provided</U>, that if it shall be finally
determined by a court of competent jurisdiction or by arbitration in accordance with
<U>Section&nbsp;8.09</U> that such claim was within the scope of such indemnifying party&#146;s
indemnity set forth in this Lease then such indemnifying party shall be liable for any
judgment or reasonable settlement or any reasonable legal fees incurred by the party
entitled to indemnity hereunder.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;Anything contained in this Lease to the contrary notwithstanding, in no event shall Tenant
or Landlord be entitled to claim or recover any consequential, exemplary or punitive damages from
the other in any action arising under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;The provisions of this <U>Section&nbsp;6.12</U> shall survive the expiration or earlier
termination of this Lease.


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 7</B></U>



<P align="center" style="font-size: 12pt"><U><B>Insurance; Casualty; Condemnation</B></U>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>7.01 </B><U><B>Compliance with Insurance Standards</B></U><B>. </B>(a)&nbsp;Tenant shall not violate, or knowingly
permit the violation of, any customary and reasonable condition imposed by any insurance policy
then issued in respect of the Project of which Landlord shall have notified Tenant, and shall not
do, or permit anything to be done, or keep or permit anything to be kept in the Premises (after
Landlord shall have notified Tenant not to do so), 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 result in insurance companies of good standing refusing to insure
the Project 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 Project.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;If (i)&nbsp;Tenant (or any other person claiming by, through or under Tenant) uses the Premises
for any purpose other than ordinary office use, and (ii)&nbsp;such use of the Premises by Tenant (or
such other person) causes the premium for Landlord&#146;s property insurance policy to exceed the
premium that would have otherwise applied therefor if Tenant (or such person) had used the Premises
solely for ordinary office use, then Landlord shall notify Tenant of such increase and Tenant shall
pay to Landlord, within 30&nbsp;days after Landlord gives to Tenant an invoice therefor, an amount equal
to such excess from and after the date such increase is first imposed. A schedule or &#147;make up&#148; of
rates for the Project 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 Project or the
Premises, as the case may be, shall be presumptive evidence of the facts therein stated and of the
several items and charges in the insurance rate then applicable to the Project or the Premises, as
the case may be.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>7.02 </B><U><B>Insurance</B></U><B>. </B>(a)&nbsp;Tenant shall cause to be maintained at all times during the Term
(i) &#148;all risk&#148; property insurance covering all present and future Tenant&#146;s Property to a limit of
not less than the full replacement cost thereof, and (ii)&nbsp;commercial general liability insurance,
including a contractual liability endorsement, and personal injury liability coverage, in respect
of the Premises 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 have
been furnished to Tenant, as additional insureds, with limits of not less than $5,000,000 combined
single limit for bodily injury and property damage liability in any one occurrence and (iii)&nbsp;boiler
and machinery, if there is a boiler, supplemental air conditioning unit 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 have been furnished to Tenant, as
additional insureds, with limits of not less than $5,000,000 and (iv)&nbsp;when Alterations are in
process, the insurance specified in <U>Section&nbsp;4.02(f)</U> hereof. Such insurance may be carried
under blanket and/or umbrella policies covering the Premises and other properties owned or leased
by Tenant; <U>provided</U>, that each such policy shall in all respects comply with this
<U>Section&nbsp;7.02</U>. The limits of such insurance shall not limit the liability of Tenant.
Tenant shall deliver to Landlord and any additional insureds, at least 10&nbsp;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 prior to the 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&#146;s Insurance Reports or any successor publication of comparable standing as A- or better or the
then equivalent of such rating, and all such policies shall contain a provision whereby the same
cannot be canceled, allowed to lapse or materially modified unless Landlord and any additional
insureds are given at least 30&nbsp;days prior written notice of such cancellation, lapse or
modification. Tenant shall cooperate with Landlord in connection with the collection of any
insurance moneys 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 required to recover any such
insurance moneys. Landlord may from time to time require that the amount of the insurance to be
maintained by Tenant under this <U>Section&nbsp;7.02</U> be increased, so that the amount thereof is
equal to the amount which landlords of first class office Buildings in downtown Manhattan are then
customarily requiring tenants to carry.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Landlord shall maintain during the Term (i) &#148;all risk&#148; property insurance covering the
Building with limits consistent with property insurance maintained by product owners of comparable
buildings in downtown Manhattan; (ii)&nbsp;all insurance coverage required by applicable federal, state
or local law and statute, including workers&#146; compensation insurance and, if applicable, disability
insurance, with respect to all employees of Landlord at the Building, (iii)&nbsp;employer&#146;s liability
insurance including bodily injury coverage, with a minimum limit of $1,000,000, with respect to all
employees of Landlord at the Building, (iv)&nbsp;commercial general liability insurance, including a
contractual liability endorsement, and personal injury liability coverage, in respect of the
Project and the conduct or operation of business therein, with limits consistent with liability
insurance maintained by prudent owners of comparable buildings in downtown Manhattan. All such
policies shall be issued by companies of recognized responsibility authorize to write insurance in
New York State and rated by Best&#146;s Insurance Reports or any successor publication of comparable
standing as A- or better or the then equivalent of such rating.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;During the performance of Landlord&#146;s Work, Landlord or Landlord&#146;s contractors shall carry
(i)&nbsp;worker&#146;s compensation insurance in statutory limits, (ii) &#148;Special Form&#148; Builder&#146;s Risk
coverage in completed value form/reporting form/including Boiler Explosion and Ordinance or Law
endorsements and commercial general liability insurance, with completed operation endorsement, for
any occurrence in or about the Project, under which Tenant and its agents whose names and addresses
have been furnished to Landlord shall be named as additional insureds, with such insurers, in such
forms and with such other endorsements as Landlord may deem prudent. Landlord shall furnish Tenant
with evidence of insurance, including a certificate of insurance, prior to the commencement of
Landlord&#146;s Work.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>7.03 </B><U><B>Subrogation Waiver</B></U><B>. </B>Landlord and Tenant shall each include in each of its
insurance policies (insuring the Building in case of Landlord, and insuring Tenant&#146;s Property and
Fixtures in the case of Tenant, against loss, damage or destruction by fire or other casualty) a
waiver of the insurer&#146;s right of subrogation against the other party during the Term or, if such
waiver should be unobtainable or unenforceable, (a)&nbsp;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 (b)&nbsp;any other form of permission for the
release of the other party. Each party hereby waives and 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 to the
extent such loss, damage or destruction arises from a risk which is, or is required to be, insured
against by the waiving party pursuant to the provisions of this <U>Article&nbsp;7</U>. Nothing
contained in this <U>Section&nbsp;7.03</U> shall be deemed to relieve either party of any duty imposed
elsewhere in this Lease to repair, restore or rebuild or to nullify any abatement of rents provided
for elsewhere in this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>7.04 </B><U><B>Condemnation</B></U><B>. </B>(a)&nbsp;If there shall be a total taking of the Building in
condemnation proceedings or by any right of eminent domain, this Lease and the term and estate
hereby granted shall terminate as of the date of taking of possession by the condemning authority
and all Rent shall be prorated and paid as of such termination date. If there shall be a taking of
any portion of the Land or the Building (whether or not the Premises are affected by such taking),
then Landlord may terminate this Lease and the term and estate granted hereby by giving notice to
Tenant within 60&nbsp;days after the date of taking of possession by the condemning authority;
<U>provided</U>, that if the Premises are not affected by such condemnation, then Landlord shall
only have the right to terminate this Lease if at least 30% of the rentable square footage of the
Building is taken and Landlord shall elect to terminate leases (including this Lease) affecting
substantially all of the rentable area of the Building. If there shall be a taking of the Premises
of such scope that the untaken part of the Premises would in Tenant&#146;s reasonable judgment be
uneconomic to operate or be unsuitable for the conduct of Tenant&#146;s business, or if by reason of the
condemnation Tenant no longer has reasonable means of access to the Premises, then Tenant may
terminate this Lease and the term and estate granted hereby by giving notice to Landlord within 60
days after the date of taking of possession by the condemning authority. If either Landlord or
Tenant shall give a termination notice as aforesaid, then this Lease and the term and estate
granted hereby shall terminate as of the date of such notice and all Rent shall be prorated and
paid as of such termination date. In the event of a taking of the Premises which does not result
in the termination of this Lease (i)&nbsp;the term and estate hereby granted with respect to the taken
part of the Premises shall terminate as of the date of taking of possession by the condemning
authority and all Rent shall be appropriately abated for the period from such date to the
Expiration Date, and Tenant&#146;s Share shall be adjusted based upon the ratio of the rentable square
footage of the portion of the Premises not taken to the rentable square footage of the portion of
the Building not taken, and (ii)&nbsp;Landlord shall with reasonable diligence restore the remaining
portion of the Premises (exclusive of Tenant&#146;s Property) as nearly as practicable to its condition
prior to such taking.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;In the event of any taking of all or a part of the Building, Landlord shall be entitled to
receive the entire award in the condemnation proceeding, including, without limitation, any award
made for the value of the estate vested by this Lease in Tenant or any value attributable to the
unexpired portion of the Term, and Tenant hereby assigns to Landlord any and all right, title and
interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant
shall be entitled to receive no part of such award; <U>provided</U>, that nothing shall preclude
Tenant from intervening in any such condemnation proceeding to claim or receive from the condemning
authority any compensation to which Tenant may otherwise lawfully be entitled in such case in
respect of Tenant&#146;s Property or moving expenses, provided the same do not include any value of the
estate vested by this Lease in Tenant or of the unexpired portion of the Term and do not reduce the
amount available to Landlord or materially delay the payment thereof.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;If all or any part of the Premises shall be taken for a limited period, Tenant shall be
entitled, except as hereinafter set forth, to that portion of the award for such taking which
represents compensation for the use and occupancy of the Premises, for the taking of Tenant&#146;s
Property and for moving expenses, and Landlord shall be entitled to that portion which represents
reimbursement for the cost of restoration of the Premises. This Lease shall remain unaffected by
such taking and Tenant shall continue responsible for all of its obligations under this Lease to
the extent such obligations are not affected by such taking and shall continue to pay in full all
Rent when due. If the period of temporary use or occupancy shall extend beyond the Expiration
Date, that part of the award which represents compensation for the use and occupancy of the
Premises shall be apportioned between Landlord and Tenant as of the Expiration Date. Any award for
temporary use and occupancy for a period beyond the date to which the Rent has been paid shall be
paid to, held and applied by Landlord as a trust fund for payment of the Rent thereafter becoming
due.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;In the event of any taking which does not result in termination of this Lease, (i)
Landlord, whether or not any award shall be sufficient therefor, shall proceed with reasonable
diligence to repair the remaining parts of the Building and the Premises (other than those parts of
the Premises which constitute Tenant&#146;s Property) to substantially their former condition to the
extent that the same may be feasible (subject, as to the Building, to reasonable changes which
Landlord deems necessary or appropriate, provided such changes are consistent with a first class
downtown office building and do not adversely affect the Premises, Building systems and services
provided to the Premises or access thereto) and so as to constitute a complete and rentable
Building and Premises and (ii)&nbsp;Tenant, whether or not any award shall be sufficient therefor, shall
proceed with reasonable diligence to repair the remaining parts of the Premises which constitute
Tenant&#146;s Property, to substantially their former condition to the extent that the same may be
feasible, subject to reasonable changes which shall be deemed Alterations.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;All references in this <U>Section&nbsp;7.04</U> to the &#147;<U>Building</U>&#148; shall be construed
to mean only the south tower of the Project.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>7.05 </B><U><B>Casualty</B></U><B>. </B>(a)&nbsp;If the Building or the Premises shall be partially or totally
damaged or destroyed by fire or other casualty (each, a &#147;<U>Casualty</U>&#148;) and if this Lease is
not terminated as provided below, then (i)&nbsp;subject to Unavailable Delay, Landlord shall repair and
restore the Building and the Premises (excluding Tenant&#146;s Fixtures and Property) with reasonable
dispatch (but Landlord shall not be required to perform the same on an overtime or premium pay
basis) after notice to Landlord of the Casualty as nearly as possible to the condition preceding
the casualty (&#147;<U>Landlord&#146;s Restoration Obligation</U>&#148;) and (ii)&nbsp;subject to Unavailable Delay,
Tenant shall repair and restore (subject to such redesign or Alterations as Tenant may elect) in
accordance with <U>Section&nbsp;4.02</U> (but the provisions of <U>Section&nbsp;4.02(d)</U> shall not apply
if the insurance proceeds are reasonably anticipated to be sufficient to pay the costs of such
repair and restoration) all Fixtures and Tenant&#146;s Property with reasonable dispatch after the
Casualty. In making any repairs or restorations pursuant to this <U>Section&nbsp;7.05</U>, Landlord
shall use reasonable efforts to minimize interference with Tenant&#146;s use and occupancy of any
portion of the Premises that was not damaged.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;If all or part of the Premises shall be rendered Untenantable by reason of a Casualty, the
Fixed Rent and the Additional Charges under <U>Sections&nbsp;2.04</U> and <U>2.05</U> shall be abated
in the proportion that the Untenantable area of the Premises bears to the total area of the
Premises, for the period from the date of the Casualty to the earlier of (i)&nbsp;the date the Premises
is made tenantable, including a reasonable period of time, not to exceed 30&nbsp;days, to refurnish the
Premises and move back in (<U>provided</U>, that if the Premises would have been tenantable at an
earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the
Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall
cease) or (ii)&nbsp;the date Tenant or any subtenant reoccupies a portion of the Premises for the
ordinary conduct of business (in which case the Fixed Rent and the Additional Charges allocable to
such reoccupied portion shall be payable by Tenant from the date of such occupancy). If a fire or
other casualty occurs in the Premises after the Commencement Date and prior to the Rent
Commencement Date applicable to such portion of the Premises, then the aggregate abatement of Rent
to which Tenant is entitled as contemplated by this <U>Section&nbsp;7.05(b)</U> (from and after such
Rent Commencement Date) shall be an amount equal to the aggregate abatement of Rent to which Tenant
would have been entitled under this <U>Section&nbsp;7.05(b)</U> if such Rent Commencement Date had
occurred immediately prior to such fire or other casualty.



<P align="left" style="margin-left:8%; font-size: 12pt"><B>7.06 </B><U><B>Landlord Termination Rights</B></U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;If by reason of a Casualty (i)&nbsp;the Building shall be totally damaged or destroyed or (ii)
the Building shall be so damaged or destroyed (whether or not the Premises are damaged or
destroyed) that Landlord shall elect to demolish the Building, then Landlord may terminate this
Lease by giving Tenant notice thereof on or prior to the 60th day after such fire or other
casualty; provided, that if the Premises are not substantially damaged or rendered substantially
Untenantable by such fire or other casualty, then Landlord may not so terminate this Lease unless
Landlord elects to terminate leases (including this Lease) affecting substantially all of the
rentable area of the Building.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;If Landlord elects to terminate this Lease as aforesaid, then the Term shall expire on a
date set by Landlord that is (1)&nbsp;not sooner than the 30th day after the date that Landlord gives
such notice (if all or substantially all of the Premises is rendered Untenantable by such fire or
other casualty), or (2)&nbsp;the 180th day after the date that Landlord gives such notice (if less than
all or substantially all of the Premises is rendered Untenantable by such fire or other casualty).
Upon the termination of this Lease under this <U>Section&nbsp;7.06</U>, the Rent shall be apportioned
and any prepaid portion of the Rent for any period after the date that the abatement of Rent as
described in this <U>Section&nbsp;7.06</U> becomes effective shall be refunded promptly by Landlord to
Tenant (and Landlord&#146;s obligation to make such refund shall survive the Expiration Date).



<P align="left" style="margin-left:8%; font-size: 12pt"><B>7.07 </B><U><B>Tenant Termination Rights</B></U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;Within 60&nbsp;days after Landlord has actual knowledge of any fire or other casualty that
results in 30,000 rentable square feet or more of the Premises being Untenantable, Landlord shall
deliver to Tenant an estimate prepared by a reputable contractor selected by Landlord reasonably
acceptable to Tenant setting forth such contractor&#146;s estimate as to the time reasonably required
(i)&nbsp;to perform Landlord&#146;s Restoration Obligation and (ii)&nbsp;to repair such damage in order to make
the Premises (or such portion thereof) no longer Untenantable. If Landlord shall fail to deliver
said estimate within said 60-day period, Tenant may designate an independent reputable contractor
to prepare the same. If the period set forth in any such estimate to make the Premises no longer
Untenantable exceeds 365&nbsp;days from the date of such fire or other casualty, Tenant may elect to
terminate this Lease by notice to Landlord given not later than 30&nbsp;days following Tenant&#146;s receipt
of such estimate. If Tenant shall exercise such election, the Term of this Lease shall terminate
on the 20th day after notice of such election shall be given by Tenant, and Tenant shall vacate the
Premises, and surrender the same to Landlord in accordance with the terms of this Lease. If the
time period set forth in said estimate to make the Premises no longer Untenantable does not exceed
365&nbsp;days from the date of such fire or other casualty, and for any reason whatsoever (other than a
delay caused by the act or omission of Tenant) Landlord shall not Substantially Complete Landlord&#146;s
Restoration Obligation within 30&nbsp;days after the date set forth in the estimate as the date by which
Landlord&#146;s Restoration Obligation should reasonably be completed (or such longer time, but not in
excess of 60 additional days, that Landlord may be delayed in Substantially Completing Landlord&#146;s
Restoration Obligation by reason of Unavoidable Delays), then Tenant shall have the right to
terminate this Lease by notice to Landlord given not later than 30&nbsp;days following the last day of
such 30&nbsp;day period (as so extended) after the date set forth in the estimate as the date by which
Landlord&#146;s Restoration Obligation should reasonably be completed. If the time period set forth in
said estimate to make the Premises no longer Untenantable does exceed 365&nbsp;days from the date of
such fire or other casualty and Tenant has not elected to terminate this Lease as set forth above,
and for any reason whatsoever (other than a delay caused by the act or omission of Tenant) Landlord
shall not complete Landlord&#146;s Restoration Obligation within 90&nbsp;days after the date set forth in the
estimate as the date by which Landlord&#146;s Restoration Obligation should reasonably be completed (or
such longer time, but not in excess of 90 additional days, that Landlord may be delayed in
Substantially Completing Landlord&#146;s Restoration Obligation by reason of Unavoidable Delays), then
Tenant shall have the further right to terminate this Lease by notice to Landlord given not later
than 30&nbsp;days following the last day of such 90&nbsp;day period after the date set forth in the estimate
as the date by which Landlord&#146;s Restoration Obligation should reasonably be completed. Landlord
shall keep Tenant apprised of the progress of restorations, and if Landlord&#146;s Restoration
Obligation is not complete on the projected completion date, then Landlord shall give Tenant
written notice of the revised projected completion date. Upon any such termination of this Lease,
Tenant&#146;s liability for Rent hereunder shall cease as of the date of such termination, and any
prepaid portion of Rent for any period after such date shall promptly be refunded by Landlord to
Tenant.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Anything to the contrary contained in this <U>Section&nbsp;7.07</U> notwithstanding, if any
fire or other casualty occurs during the last 18&nbsp;months of the term of this Lease, all references
in the previous paragraph to &#147;365&nbsp;days&#148; shall be deemed replaced with the following number of days:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="19%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if such fire or other casualty
occurs during the 6-month period commencing on the date that
is 18&nbsp;months prior to the end of the term of this Lease, &#147;90
days&#148;;</TD>
    <TD width="1%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="19%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if such fire or other casualty
occurs during the 6-month period commencing on the date that
is 12&nbsp;months prior to the end of the term of this Lease, &#147;60
days&#148;; and</TD>
    <TD width="1%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="19%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if such fire or other casualty
occurs during the last 6-months of the term of this Lease,
&#147;20&nbsp;days&#148;.</TD>
    <TD width="1%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:8%; font-size: 12pt"><B>7.08 </B><U><B>Miscellaneous</B></U>.


<P align="left" style="font-size: 12pt; text-indent: 12%">(a)&nbsp;Landlord shall not carry any insurance on Tenant&#146;s Property and shall not be obligated to
repair or replace Tenant&#146;s Property or Fixtures. Tenant shall look solely to its insurance for
recovery of any damage to or loss of Tenant&#146;s Property or Fixtures. Tenant shall notify Landlord
promptly of any Casualty in the Premises.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;This <U>Article&nbsp;7</U> shall be deemed an express agreement governing any damage or
destruction of the Premises by fire or other casualty, and Section&nbsp;227 of the New York Real
Property Law providing for such a contingency in the absence of an express agreement, and any other
law of like import now or hereafter in force, shall have no application. All references in this
<U>Article&nbsp;7</U> to the &#147;<U>Building</U>&#148; shall be construed to mean only the south tower of the
Project.


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 8</B></U>



<P align="center" style="font-size: 12pt"><U><B>Miscellaneous Provisions</B></U>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.01 </B><U><B>Notice</B></U><B>. </B>All notices, demands, consents, approvals, advices, waivers or other
communications which may or are required to be given by either party to the other under this Lease
(each, &#147;<U>Notice</U>&#148;) shall be in writing and shall be delivered by (a)&nbsp;personal delivery, (b)
the United States mail, certified or registered, postage prepaid, return receipt requested, or (c)
a nationally recognized overnight courier, in each case addressed to the party to be notified at
the address for such party specified in the first paragraph of this Lease or to such other place as
the party to be notified may from time to time designate by at least 10&nbsp;days notice to the
notifying party. Each Notice to Landlord shall be sent to the attention of Mr.&nbsp;Harry Bridgwood and
with a copy of each notice to Landlord to Retirement System of Alabama, 1325 South Union Street,
Montgomery, Alabama 36104, Attention: General Counsel). Each Notice to Tenant shall be sent to
the attention of Director of Real Estate, and a copy of each notice to Tenant shall be sent to
Office of General Counsel, Bowne &#038; Co., Inc., at 345 Hudson Street, New York, New York 10014 prior
to the Commencement Date, and thereafter at the Premises. Notices from Landlord may be given by
Landlord&#146;s managing agent, if any, or by Landlord&#146;s attorney. Each Notice shall be deemed to have
been given on the date such Notice is actually received as evidenced by a written receipt therefor
and in the event of failure to deliver by reason of changed address of which no Notice was given or
refusal to accept delivery, as of the date of such failure.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.02 </B><U><B>Building Rules</B></U><B>. </B>Tenant shall comply with, and Tenant shall cause its licensees,
employees, contractors, agents and invitees to comply with, the rules of the Building set forth in
<U>Exhibit&nbsp;C</U>, as the same may be reasonably modified or supplemented by Landlord from time to
time upon reasonable advance written notice to Tenant for the safety, care and cleanliness of the
Premises and the Building and for preservation of good order therein. Landlord shall not be
obligated to enforce the rules of the Building against Tenant or any other tenant of the Building
or any other party, and Landlord shall have no liability to Tenant by reason of the violation by
any tenant or other party of the rules of the Building; <U>provided</U>, that Landlord shall not
enforce the rules of the Building in a manner which discriminates against Tenant. If any rule of
the Building shall conflict with any provision of this Lease, such provision of this Lease shall
govern. Any dispute with respect to the reasonableness of any modifications or supplements to the
rules of the Building or the enforcement thereof shall be determined by arbitration in accordance
with <U>Section&nbsp;8.09</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.03 </B><U><B>Severability</B></U><B>. </B>If any term or provision of this Lease, or the application thereof
to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of
this Lease, or the application of such provision to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected, and each provision of this Lease shall
be valid and shall be enforceable to the extent permitted by law.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.04 </B><U><B>Certain Definitions</B></U><B>. </B>(a) &#147;<U>Landlord</U>&#148; means only the owner, at the time
in question, of the Building or that portion of the Building of which the Premises are a part, or
of a lease of the Building or that portion of the Building of which the Premises are a part, so
that in the event of any transfer or transfers of title to the Building or of Landlord&#146;s interest
in a lease of the Building or such portion of the Building, the transferor shall be and hereby is
relieved and freed of all obligations of Landlord under this Lease, and it shall be deemed, without
further agreement, during the period such transferee is the holder of Landlord&#146;s interest under
this Lease, that such transferee has assumed all obligations of Landlord under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;&#147;Landlord shall have no liability to Tenant&#148; or words of similar import mean that Tenant
is not entitled, solely by reason of the referenced action, omission or condition, to terminate
this Lease, or to claim actual or constructive eviction, partial, or total, or to receive any
abatement or diminution of Rent, or to be relieved in any manner or any of its other obligations
under this Lease, or to be compensated for loss or injury suffered or to enforce any other right or
kind of liability whatsoever against Landlord under or with respect to this Lease or with respect
to Tenant&#146;s use or occupancy of the Premises.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Whenever the term &#147;including&#148; or &#147;include&#148; is used with respect to a list of items, the
same shall be deemed to mean &#147;including, without limitation.&#148;


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;The term &#147;person&#148; shall be deemed to mean and include any natural person, corporation,
partnership, limited liability company or other entity.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.05 </B><U><B>Quiet Enjoyment</B></U><B>. </B>So long as this Lease shall be in full force and effect, Tenant
shall and may peaceably and quietly have, hold and enjoy the Premises, subject to the terms of this
Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.06 </B><U><B>Limitation of Landlord&#146;s Personal Liability</B></U><B>. </B>Tenant shall look solely to
Landlord&#146;s interest in the Project, and the rents, issues, profits and proceeds thereof, for the
recovery of any judgment against Landlord, and no other property or assets of Landlord or
Landlord&#146;s partners, officers, directors, shareholders or principals, direct or indirect, disclosed
or undisclosed, shall be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant&#146;s remedies under or with respect to this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.07 </B><U><B>Counterclaims</B></U><B>. </B>If Landlord commences any summary proceeding or action for
nonpayment of Rent or to recover possession of the Premises, Tenant shall not interpose any
counterclaim of any nature or description in any such proceeding or action, unless Tenant&#146;s failure
to interpose such counterclaim in such proceeding or action would result in the waiver of Tenant&#146;s
right to bring such claim in a separate proceeding under applicable law.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.08 </B><U><B>Survival</B></U><B>. </B>All obligations and liabilities of Landlord or Tenant to the other
which accrued before the expiration or other termination of this Lease and all such obligations and
liabilities which by their nature or under the circumstances can only be, or by the provisions of
this Lease may be, performed after such expiration or other termination, shall survive the
expiration or other termination of this Lease. Without limiting the generality of the foregoing,
the rights and obligations of the parties with respect to any indemnity under this Lease, and with
respect to Tax Payments, Operating Payments and any other amounts payable under this Lease, shall
survive the expiration or other termination of this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.09 </B><U><B>Arbitration</B></U>. (a)&nbsp;Either party shall have the right to submit a dispute relating
to (i)&nbsp;the reasonableness of the grant or denial of a consent or other determination by the other
party where, pursuant to the provisions of this Lease, such other party&#146;s consent was not to be
unreasonably withheld or (ii)&nbsp;any other matter for which arbitration is expressly provided as a
means of dispute resolution pursuant to the terms of this Lease, to binding arbitration under the
Expedited Procedures provisions (Rules&nbsp;E-1 through E-10 in the edition in effect on the date of
this Lease, as the same may be modified or supplemented from time to time) of the Commercial
Arbitration Rules of AAA. In cases where the parties utilize such arbitration: (i)&nbsp;the parties
will have no right to object if the arbitrator so appointed was on the list submitted by the AAA
and was not objected to in accordance with Rule&nbsp;E-5, (ii)&nbsp;the first hearing shall be held within 7
Business Days after the appointment of the arbitrator, (iii)&nbsp;if the arbitrator shall find that a
party acted unreasonably in withholding or delaying a consent or approval, such consent or approval
shall be deemed granted, and (iv)&nbsp;the losing party in such arbitration shall pay the arbitration
costs charged by AAA and/or the arbitrator. The decision of the arbitrators shall be conclusively
binding on the parties, and judgment upon the decision may be entered in any court having
jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Landlord and Tenant agree to sign all documents and to do all other things necessary to
submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights
they or either of them may at any time have to revoke their agreement hereunder to submit to
arbitration and to abide by the decision rendered thereunder. For such period, if any, as this
agreement to arbitrate is not legally binding or the arbitrator&#146;s award is not legally enforceable,
the provisions requiring arbitration shall be deemed deleted and matters to be determined by
arbitration shall be subject to litigation.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;If Tenant requests Landlord&#146;s consent and Landlord fails or refuses to give such consent,
Tenant shall not be entitled to any damages for any withholding by Landlord of its consent (unless
there is an affirmative finding by a court of competent jurisdiction that Landlord withheld such
consent in bad faith), it being intended that (unless Landlord shall have so acted in bad faith)
Tenant&#146;s sole remedy shall be an action for specific performance or injunction, or expedited
arbitration pursuant to <U>Section&nbsp;8.09(a)</U> and that such remedy shall be available only in
those cases where this Lease provides that Landlord shall not unreasonably withhold its consent.
No dispute relating to this Lease or the relationship of Landlord and Tenant under this Lease shall
be resolved by arbitration unless this Lease expressly provides for such dispute to be resolved by
arbitration.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.10 </B><U><B>No Offer</B></U><B>. </B>The submission by Landlord of this Lease in draft form shall be solely
for Tenant&#146;s consideration and not for acceptance and execution. Such submission shall have no
binding force or effect and shall confer no rights nor impose any obligations, including brokerage
obligations, on either party unless and until both Landlord and Tenant shall have executed a lease
and duplicate originals thereof shall have been delivered to the respective parties.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.11 </B><U><B>Captions; Construction</B></U><B>. </B>The table of contents, captions, headings and titles in
this Lease are solely for convenience of reference and shall not affect its interpretation. This
Lease shall be construed without regard to any presumption or other rule requiring construction
against the party causing this Lease to be drafted. Each covenant, agreement, obligation or other
provision of this Lease on Tenant&#146;s part to be performed, shall be deemed and construed as a
separate and independent covenant of Tenant, not dependent on any other provision of this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.12 </B><U><B>Amendments</B></U><B>. </B>This Lease may not be altered, changed or amended, except by an
instrument in writing signed by the party to be charged.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.13 </B><U><B>Broker</B></U><B>. </B>Each party represents to the other that such party has dealt with no
broker other than CB Richard Ellis, Inc. (representing Landlord) and Cushman &#038; Wakefield, Inc.
(representing Tenant) (collectively, the &#147;<U>Broker</U>&#148;) in connection with this Lease or the
Building, and each party shall indemnify and hold the other harmless from and against all loss,
cost, liability and expense (including, without limitation, reasonable attorneys&#146; fees and
disbursements) arising out of any claim for a commission or other compensation by any broker other
than Broker who alleges that it has dealt with the indemnifying party in connection with this Lease
or the Building. Landlord shall enter into a separate agreement with Broker which provides that,
if this Lease is executed and delivered by both Landlord and Tenant, Landlord shall pay to Broker a
commission to be agreed upon between Landlord and Broker, subject to, and in accordance with, the
terms and conditions of such agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.14 </B><U><B>Merger</B></U><B>. </B>Tenant acknowledges that Landlord has not made and is not making, and
Tenant, in executing and delivering this Lease, is not relying upon, any warranties,
representations, promises or statements, except to the extent that the same are expressly set forth
in this Lease. This Lease embodies the entire understanding between the parties with respect to
the subject matter hereof, and all prior agreements, understanding and statements, oral or written,
with respect thereto are merged in this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.15 </B><U><B>Successors</B></U><B>. </B>This Lease shall be binding upon and inure to the benefit of
Landlord, its successors and assigns, and shall be binding upon and inure to the benefit of Tenant,
its successors, and to the extent that an assignment may be approved by Landlord, (or such approval
is not required), Tenant&#146;s assigns.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.16 </B><U><B>Applicable Law</B></U><B>. </B>This Lease shall be governed by, and construed in accordance
with, the laws of the State of New York, without giving effect to any principles of conflicts of
laws.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.17 </B><U><B>No Development Rights</B></U><B>. </B>Tenant acknowledges that it has no rights to any
development rights, air rights or comparable rights appurtenant to the Project, and consents,
without further consideration, to any utilization of such rights by Landlord, provided the same
does not adversely effect Tenant&#146;s use and occupancy of the Premises on the terms set forth herein.
Tenant shall promptly execute and deliver any instruments which may be requested by Landlord,
including instruments merging zoning lots, evidencing such acknowledgment and consent. The
provisions of this <U>Section&nbsp;8.17</U> shall be construed as an express waiver by Tenant of any
interest Tenant may have as a &#147;party in interest&#148; (as such term is defined in Section&nbsp;12-10 Zoning
Lot of the Zoning Resolution of the City of New York) in the Project, provided that Tenant shall
not be required to waive the rights described in this <U>Section&nbsp;8.17</U> to the extent that such
waiver impairs or restricts Tenant&#146;s rights to use and occupy the Premises on the terms set forth
herein.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.18 </B><U><B>Condominium</B></U><B>. </B>This Lease and all rights of Tenant hereunder are and shall be
subject and subordinate in all respects to any condominium declaration and any other documents
(collectively, the &#147;<U>Declaration</U>&#148;) which are or shall be recorded in order to convert the
Land and the improvements erected thereon to a condominium form of ownership in accordance with the
provisions of Article&nbsp;9-B of the Real Property Law, or any successor thereto, provided the
Declaration does not include other terms which (i)&nbsp;increase Tenant&#146;s monetary obligations hereunder
(ii)&nbsp;except to a de minimis extent, decrease Tenant&#146;s rights or increase Tenant&#146;s obligations under
this Lease or (iii)&nbsp;except to a de minimis extent, decrease Landlord&#146;s obligations or increase
Landlord&#146;s rights under this Lease. If any such Declaration is to be recorded, Tenant, upon the
request of Landlord, shall enter into an amendment of this Lease confirming such subordination and
modifying this Lease in such respects as shall be necessary to conform to such condominiumization,
including, without limitation, appropriate adjustments to Tenant&#146;s Share and appropriate reductions
in the Operating Expenses for the Base Operating Year and the Base Tax Amount; <U>provided</U>,
that, such amendment shall not (i)&nbsp;increase Tenant&#146;s monetary obligations hereunder (ii)&nbsp;except to
a de minimis extent, decrease Tenant&#146;s rights or increase Tenant&#146;s obligations under this Lease or
(iii)&nbsp;except to a de minimis extent, decrease Landlord&#146;s obligations or increase Landlord&#146;s rights
under this Lease.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.19 </B><U><B>Roof Rights</B></U><B>. </B>(a)&nbsp;Subject to the requirements of this <U>Section&nbsp;8.19</U>,
Tenant may install, maintain and operate, at Tenant&#146;s sole cost and expense, up to 5 communications
antennas, satellite dishes or similar telecommunications equipment (collectively, the
&#147;<U>Communications Equipment</U>&#148;) on the structure therefor provided by Landlord on the roof of
the Building and run a cable therefrom into the Premises through conduit space provided by Landlord
in such locations as Landlord may designate. Tenant acknowledges that (i)&nbsp;Tenant&#146;s use of the roof
of the Building is a non-exclusive use and Landlord may permit any person or entity to use any
other portion of the roof of the Building for any use; (ii)&nbsp;the installation of the Communications
Equipment shall be deemed to be a Material Alteration; (iii)&nbsp;if Landlord&#146;s structural engineer
recommends that there be structural reinforcement of the roof of the Building in connection with
the installation of the Communications Equipment, Tenant shall, prior to any installation of the
Communications Equipment, perform the same at Tenant&#146;s sole cost and expense in accordance with
plans and specifications approved by Landlord; (iv)&nbsp;without limiting the other conditions set forth
in this <U>Section&nbsp;8.19</U>, such installation (including, without limitation, any structural
reinforcements performed in connection therewith) shall be performed in compliance with all of the
provisions of <U>Section&nbsp;4.02</U> and the other provisions of this Lease applicable to
Alterations; (v)&nbsp;Tenant, at Tenant&#146;s expense, shall comply with all Laws and procure and maintain
all necessary permits and approvals required therefor (Tenant hereby acknowledging that Landlord is
making no representations as to the permissibility of any Communications Equipment on the roof of
the Building by any governmental authority having jurisdiction thereof); (vi)&nbsp;Tenant shall promptly
repair any damage (whether structural or non-structural) caused to the roof or any other portion of
the Building or its fixtures, equipment and appurtenances by reason of the installation,
maintenance or operation of the Communications Equipment (or, at Landlord&#146;s election, Landlord
shall perform such repairs and Tenant shall reimburse Landlord for the reasonable costs thereof
within 30&nbsp;days after rendition of a bill therefor); (vii)&nbsp;the installation, operation and
maintenance of the Communications Equipment shall not interfere with the operation and maintenance
of any installations existing on the date Tenant installs the Communications Equipment; (viii)&nbsp;if
Tenant&#146;s installation, operation or maintenance of the Communications Equipment shall interfere
with Landlord&#146;s rights (including, without limitation, Landlord&#146;s right to use the remainder of the
roof of the Building for any purposes) or other present or future tenants in the Building, Tenant
shall cooperate with Landlord or such other tenants in all reasonable respects, at no cost to
Tenant, in eliminating such interference; provided that in cases where the interference affects
installations existing on the date Tenant installs the Communications Equipment the cost of
remedying such interference shall be borne by Tenant; and (ix)&nbsp;no satellite dish or other
Communications Equipment may be more than 24 inches in diameter.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;If the specific manner of installation or maintenance of the Communications Equipment
shall revoke, negate or in any manner impair or limit any roof warranty or guaranty for the
Building, and provided Tenant has been notified thereof prior to Tenant&#146;s installation of such
Communications Equipment, then Tenant shall reimburse Landlord for any loss or damage sustained or
costs or expenses incurred by Landlord as a result thereof. Tenant shall remove the Communications
Equipment upon the expiration or earlier termination of the Term and repair any damage to the roof
of the Building caused by the installation or removal of the Communications Equipment, all at
Tenant&#146;s expense (or, at Landlord&#146;s election, Landlord shall perform such repairs and Tenant shall
reimburse Landlord for the reasonable costs thereof within 30&nbsp;days after rendition of a bill
therefor). Landlord shall have no liability to repair or maintain the Communications Equipment,
nor shall Landlord be liable for any damage to the Communications Equipment, except to the extent
such damage is caused by the negligence or willful misconduct of Landlord.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;For the purpose of installing, operating or maintaining the Communications Equipment,
Tenant shall have access to the roof of the Building at reasonable times upon reasonable notice to
Landlord, and Landlord shall have the right to require, as a condition to such access, that Tenant
(or Tenant&#146;s employee, contractor or other representative) at all times be accompanied by a
representative of Landlord who Landlord shall make available upon reasonable notice, and, if such
representative is provided on an overtime basis, Tenant shall pay Landlord&#146;s out-of-pocket expenses
incurred in making such representative available.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Landlord shall have the right to relocate the Communications Equipment, at Landlord&#146;s sole
cost and expense (or at Tenant&#146;s sole cost and expense if the relocation shall be required due to
the application of any Laws or if due to the request of Tenant), to any other location on the roof
of the Building, such right to be exercisable by Landlord giving Tenant 10&nbsp;days prior notice
thereof (except in the case of emergency in which case Landlord shall give such notice as is
reasonably practicable). Tenant shall pay any amounts due to Landlord in connection with the
relocation of the Communications Equipment within 30&nbsp;days after rendition of a bill therefor.
Tenant shall not have the right to object to any new location of the Communications Equipment
unless such new location shall adversely affect Tenant&#146;s use of the Communications Equipment.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;All Communicative Equipment shall, if electricity is required, be connected to Tenant&#146;s
submeters measuring Tenant&#146;s use of electricity in the Premises.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;The rights granted in this <U>Section&nbsp;8.19</U> are given in connection with, and as part
of the rights created hereunder, this Lease, and are not separately transferable or assignable
other than in connection with an assignment of this Lease or a subletting of the Premises as
permitted by this Lease. Tenant shall not resell in any form the use of the Communications
Equipment, including, without limitation, the granting of any licensing or other rights.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.20 </B><U><B>Memorandum of Lease</B></U><B>. </B>Landlord agrees that, upon the request of Tenant, Landlord
shall, contemporaneously with the execution of this Lease, execute, acknowledge and deliver to
Tenant a short form or memorandum of this Lease in recordable form and otherwise in a form mutually
satisfactory to Landlord and Tenant. Upon the termination of this Lease, Tenant shall execute,
acknowledge and deliver to Landlord all necessary instrument(s) in recordable form evidencing a
termination of this Lease and sufficient to discharge any memorandum hereof of record. Recording,
filing and like charges imposed by any governmental agency to effect such recording shall be paid
by Tenant.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.21 </B><U><B>Representations and Warranties</B></U>. (a)&nbsp;Landlord hereby represents and warrants to
Tenant that, as of the date of this Lease, (i)&nbsp;Landlord is duly organized and validly existing in
good standing under the laws of the State of Delaware, and possesses all licenses and
authorizations necessary to carry on its business, (ii)&nbsp;Landlord has full power and authority to
carry on its business, enter into this Lease and consummate the transaction contemplated hereby,
(iii)&nbsp;the individual executing and delivering this Lease on Landlord&#146;s behalf has been duly
authorized to do so, (iv)&nbsp;this Lease has been duly executed and delivered by Landlord, (v)&nbsp;this
Lease constitutes a valid, legal, binding and enforceable obligation of Landlord (subject to
bankruptcy, insolvency or creditor rights laws generally, and principles of equity generally), (vi)
the execution, delivery and performance of this Lease by Landlord will not cause or constitute a
default under, or conflict with, the organizational documents of Landlord or any agreement to which
Landlord is a party, (vii)&nbsp;the execution, delivery and performance of this Lease by Landlord does
not violate any Laws, and (viii)&nbsp;all consents, approvals, authorizations, orders or filings of or
with any court or governmental agency or body, if any, required on the part of Landlord for the
execution, delivery and performance of this Lease have been obtained or made.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Landlord hereby represents and warrants to Tenant that attached hereto as <U>Exhibit</U>
I is a true and correct copy of the certificate of occupancy of the Building in effect as of the
date of this Lease.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Tenant hereby represents and warrants to Landlord that, as of the date of this Lease, (i)
Tenant is duly organized and validly existing in good standing under the laws of the State of
Delaware, and possesses all licenses and authorizations necessary to carry on its business, (ii)
Tenant has full power and authority to carry on its business, enter into this Lease and consummate
the transaction contemplated hereby, (iii)&nbsp;the individual executing and delivering this Lease on
Tenant&#146;s behalf has been duly authorized to do so, (iv)&nbsp;this Lease has been duly executed and
delivered by Tenant, (v)&nbsp;this Lease constitutes a valid, legal, binding and enforceable obligation
of Tenant (subject to bankruptcy, insolvency or creditor rights laws generally, and principles of
equity generally), (vi)&nbsp;the execution, delivery and performance of this Lease by Tenant will not
cause or constitute a default under, or conflict with, the organizational documents of Tenant or
any agreement to which Tenant is a party, (vii)&nbsp;the execution, delivery and performance of this
Lease by Tenant will not violate any Laws, and (viii)&nbsp;all consents, approvals, authorizations,
orders or filings of or with any court or governmental agency or body, if any, required on the part
of Tenant for the execution, delivery and performance of this Lease have been obtained or made.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.22 </B><U><B>Parking</B></U>. (a)&nbsp;Landlord shall make a number of parking spaces as Tenant may elect
from time to time, but not in excess of 70 parking spaces (&#147;<U>Tenant&#146;s Parking Spaces</U>&#148;) in
the Building garage (the &#147;<U>Garage</U>&#148;) available to Tenant and Tenant shall hire same from
Landlord. Landlord makes no representation as to the specific location of Tenant&#146;s Parking Spaces.
Tenant&#146;s Parking Spaces shall be used exclusively for the parking of passenger cars belonging to
or leased to or operated by Tenant, any of Tenant&#146;s permitted subtenants, and their respective
employees, visitors and invitees, and for no other purpose. Tenant shall upon request promptly
furnish to Landlord the license numbers of the cars operated by Tenant and Tenant&#146;s permitted
subtenants and their employees and contractors. Tenant&#146;s use of Tenant&#146;s Parking Spaces shall be
subject to such reasonable rules and regulations as may be promulgated by Landlord from time to
time in accordance with the provisions of this Lease. Notwithstanding the foregoing, if at any
time (i)&nbsp;the number of Tenant&#146;s Parking Spaces shall exceed 35, (ii)&nbsp;Landlord shall require parking
spaces in the Garage for another tenant of the Building and (iii)&nbsp;Tenant shall not be using all of
the Tenant&#146;s Parking Spaces, then Landlord may reduce the number of Tenant Parking Spaces, but not
below the greater of (A)&nbsp;the number of parking spaces in the Garage then being used by Tenant and
(B)&nbsp;35.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;All parking spaces used by Tenant, its employees, visitors and invitees will be used at
their own risk, and Landlord shall not be liable for any injury to person or property, or for loss
or damage to any automobile or its contents, resulting from theft, collision, vandalism or any
other cause whatsoever, unless such injury or loss is caused by the negligence or willful
misconduct of Landlord.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;Landlord shall have the right to license an independent operator to conduct a parking
operation open to the public with respect to the Garage or to conduct such operation itself.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;Tenant shall pay to Landlord on the first day of each month, or in lieu thereof, to any
parking operator who shall be licensed by Landlord to conduct a parking operation with respect to
the Garage (subject to any good faith bona fide disputes that Tenant may be having with the parking
operator), the amount obtained by multiplying the number of Tenant&#146;s Parking Spaces reserved in any
given month by the Monthly Rate. &#147;<U>Monthly Rate</U>&#148; shall mean, for any given month during the
Term, the rate then being charged by Landlord or a garage operator to the general public for an
equivalent space for such month. Any garage operator shall provide validation services for
Tenant&#146;s invitees.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;Landlord may require that all cars to be parked in Tenant&#146;s Parking Spaces shall exhibit
such identification as Landlord or the garage operator may from time to time deem reasonably
necessary. Any badges, stickers or other methods of identification so required shall be provided
to Tenant for the use of Tenant or Tenant&#146;s permitted subtenants, or their employees, visitors or
invitees, at no cost to Tenant. Landlord shall have the right to tow, at Tenant&#146;s expense, any of
Tenant&#146;s or Tenant&#146;s permitted subtenants&#146;, or their employees&#146;, visitors&#146; or invitees&#146;, cars not
exhibiting such identification, provided that Tenant shall have been notified in writing of such
identification requirements at least 30&nbsp;days prior thereto.


<P align="left" style="font-size: 12pt; text-indent: 12%">(f)&nbsp;At Tenant&#146;s request, Landlord shall reserve a designated area of the Garage for Tenant&#146;s
Parking Spaces, shall install a sign designating such area and shall paint individual&#146;s names on up
to 10 of the spaces in such designated area. The reasonable cost of any such signage and painting
shall be reimbursed by Tenant within 30&nbsp;days after invoice.


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>8.23 </B><U><B>Lobby Desk</B></U>. (a)&nbsp;Tenant, at Tenant&#146;s expense, shall have the right to install,
in the location shown on <U>Exhibit&nbsp;M</U> annexed hereto at the Building&#146;s &#147;J&#148; elevator bank in
the Building lobby, a security desk (the &#147;<U>Lobby Desk</U>&#148;) for the exclusive use of Tenant.
The Lobby Desk may be installed as part of Landlord&#146;s Work, and otherwise shall be subject to plans
approved by Landlord and to all other provisions of this Lease applicable to work performed by
Tenant. The Lobby Desk shall be staffed solely by persons employed by Tenant, or by a security
contractor retained by Tenant subject to Landlord&#146;s reasonable approval. The cost of maintaining
and repairing the Lobby Desk shall be borne by Tenant and shall be payable from time to time within
30&nbsp;days after invoice by Landlord.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;Anything contained herein to the contrary notwithstanding, the provisions of <U>Section
8.23(a)</U> shall be null and void and of no further force or effect; and Landlord shall have the
right to require Tenant to remove the Lobby Desk, if (i)&nbsp;the Tenant under the Lease is not Named
Tenant, (ii)&nbsp;the Premises leased by Named Tenant does not consist of at least one full floor of the
49th, 50th or 51st floors of the Building, which is being occupied by Tenant as a client service
center or (iii)&nbsp;the term of this Lease shall expire or terminate. In the event of any such removal
of the Lobby Desk, Landlord shall make reasonable provisions for Tenant&#146;s (and any subtenant&#146;s)
personnel and invitees traveling to the portion of the Premises on the 49th, 50th and/or 51st
floors of the Building to have access to the Building&#146;s &#147;J&#148; elevator bank.


<P align="center" style="font-size: 12pt"><U><B>ARTICLE 9</B></U>



<P align="center" style="font-size: 12pt"><U><B>Renewal Right</B></U>



<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.01 </B><U><B>Renewal Right</B></U>. (a)&nbsp;Provided that on the date Tenant exercises the Renewal
Option and at the commencement of the Renewal Term (i)&nbsp;this Lease shall not have been terminated,
(ii)&nbsp;no Event of Default shall have occurred and be continuing under this Lease and (iii)&nbsp;Tenant
shall occupy the entire Premises, Tenant shall have the option (the &#147;<U>Renewal Option</U>&#148;) to
extend the term of this Lease for an additional 10&nbsp;year period (the &#147;<U>Renewal Term</U>&#148;), to
commence at the expiration of the initial Term.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;The Renewal Option shall be exercised with respect to the entire Premises or any Renewal
Portion (the space as to which Tenant exercises the Renewal Option is called the &#147;<U>Renewal
Premises</U>&#148;). The Renewal Option shall be exercisable by Tenant giving notice to Landlord (the
&#147;<U>Renewal Notice</U>&#148;) on or before the date that is 18&nbsp;months before the last day of the
initial Term; <U>provided</U>, that if Tenant timely gave a Rent Request Notice, then the Renewal
Notice may be given until the date that is 30&nbsp;days after the giving of the Rent Notice (whether
earlier or later than the date that is 18&nbsp;months before the last day of the initial Term). Tenant
shall specify in the Renewal Notice the space to be included in the Renewal Premises (failing which
the Renewal Premises shall be deemed to be the entire then Premises). Time is of the essence with
respect to the giving of the Renewal Notice. &#147;<U>Renewal Portion</U>&#148; shall mean a portion of the
Premises which (i)&nbsp;are or will be occupied by Tenant and its Affiliates as of the commencement of
the Renewal Term (excluding sublet space, other than sublet space as to which the term expires on
or before the Expiration Date and which Tenant and its Affiliates intend to occupy upon the
commencement of the Renewal Term), (ii)&nbsp;except in the case of the Subconcourse Space or any partial
floor which then constitutes part of the Premises, consists of full floors and (iii)&nbsp;if Tenant is
then leasing 3 or more contiguous floors (in whole or in part), then the floors that Tenant renews
(of those floors) must be the topmost or bottommost of such floors, and floors contiguous thereto
(by way of example only, if the Premsies consists of floors 10, 11, 49, 50 and 51, and Tenant
wishes to renew (A)&nbsp;as to only one of the upper floors, Tenant must renew as to 49 or 51 or (B)&nbsp;as
to two of the upper floors, Tenant must renew as to 49 and 50, or 50 and 51; and in each such case
Tenant could also renew as to either or both of 10 and 11)..


<P align="left" style="font-size: 12pt; text-indent: 8%"><B>9.02 </B><U><B>Renewal Rent and Other Terms</B></U>. (a)&nbsp;The Renewal Term shall be upon all of the
terms and conditions set forth in this Lease, except that (i)&nbsp;the Fixed Rent shall be as determined
pursuant to the further provisions of this <U>Section&nbsp;9.02</U>; (ii)&nbsp;Tenant shall accept the
Renewal Premises in its &#147;as is&#148; condition at the commencement of the Renewal Term, and Landlord
shall not be required to perform Landlord&#146;s Work or any other work, to pay any amount or to render
any services to make the Premises ready for Tenant&#146;s use and occupancy or to provide any abatement
of Fixed Rent or Additional Charges, in each case with respect to the Renewal Term; (iii)&nbsp;Tenant
shall have no option to renew this Lease beyond the expiration of the Renewal Term; (iv)&nbsp;the Base
Tax Amount shall be the Taxes for the Tax Year in which the commencement of the Renewal Term occurs
and the Base Operating Year shall be the Operating Year in which the commencement of the Renewal
Term occurs; (v)&nbsp;all references in this Lease to the &#147;Premises&#148; shall be deemed to refer to the
Renewal Premises; (vi)&nbsp;if the Renewal Premises consists of a Renewal Portion, Tenant&#146;s Share shall
be appropriately reduced; (vii)&nbsp;if the Renewal Premises consists of a Renewal Portion, then any
space as to which this Lease is not being renewed shall be delivered to Landlord one day before the
first day of the applicable Renewal Term vacant and free of any lien or encumbrance and otherwise
in the condition required pursuant to this Lease as if such date were the expiration date of this
Lease and (viii)&nbsp;all references in this Lease to the Expiration Date shall be deemed to mean the
last day of the Renewal Term.


<P align="left" style="font-size: 12pt; text-indent: 12%">(b)&nbsp;The annual Fixed Rent for the Premises for the Renewal Term shall be the Fair Market Rent.
&#147;<U>Fair Market Rent</U>&#148; means the fixed annual rent that a willing lessee would pay and a
willing lessor would accept for the Renewal Premises during the Renewal Term, taking into account
all relevant factors.


<P align="left" style="font-size: 12pt; text-indent: 12%">(c)&nbsp;(i)&nbsp;If Tenant timely exercises the Renewal Option, Landlord shall notify Tenant (the
&#147;<U>Rent Notice</U>&#148;) within 30&nbsp;days after delivery of the Renewal Notice of Landlord&#146;s
determination of the Fair Market Rent (&#147;<U>Landlord&#146;s Determination</U>&#148;). Tenant shall notify
Landlord (&#147;<U>Tenant&#146;s Notice</U>&#148;), within 30&nbsp;days after Tenant&#146;s receipt of the Rent Notice,
whether Tenant accepts or disputes Landlord&#146;s Determination, and if Tenant disputes Landlord&#146;s
Determination, Tenant&#146;s Notice shall set forth Tenant&#146;s determination of the Fair Market Rent
(&#147;<U>Tenant&#146;s Determination</U>&#148;).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(ii)&nbsp;Notwithstanding the provisions of <U>Section&nbsp;9.02(c)(i)</U>, Tenant may give to
Landlord a notice (a &#147;<U>Rent Request Notice</U>&#148;) at any time on or before the date that
is 19&nbsp;months before the last day of the initial Term, requesting that Landlord give to
Tenant a Rent Notice setting forth Landlord&#146;s Determination. If Tenant timely gives a Rent
Request Notice, then Landlord shall have until the later of (A)&nbsp;the date that is 30&nbsp;days
after the giving of the Rent Request Notice and (B)&nbsp;the date that is 19&nbsp;months before the
last day of the initial Term, to give to Tenant a Rent Notice. In such event, Tenant shall
have until 30&nbsp;days after the giving of the Rent Notice to give both the Renewal Notice and
Tenant&#146;s Notice (which may be combined into one notice).



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 11%">(iii)&nbsp;If Tenant timely gives a Renewal Notice but fails to give Tenant&#146;s Notice within
the applicable 30&nbsp;day period under <U>Section&nbsp;9.02(c)(i)</U> or <U>Section
9.02(c)(ii)</U>, and if the Rent Notice states in bold-faced type that Tenant&#146;s failure to
object to Landlord&#146;s Determination within 30&nbsp;days will be deemed acceptance thereof, then
Tenant shall be deemed to have accepted Landlord&#146;s Determination.


<P align="left" style="font-size: 12pt; text-indent: 12%">(d)&nbsp;If Tenant timely disputes Landlord&#146;s Determination and Landlord and Tenant fail to agree
as to the Fair Market Rent within 20&nbsp;days after the giving of Tenant&#146;s Notice, then the Fair Market
Rent shall be determined as follows: Such dispute shall be resolved by arbitration conducted in
accordance with the Commercial Dispute Resolution Procedures (Expedited Procedures) of the AAA,
except that the provisions of this <U>Section&nbsp;9.02(d)</U> shall supersede any conflicting or
inconsistent provisions of said rules. The party requesting arbitration shall do so by giving
notice to that effect to the other party, specifying in said notice the nature of the dispute, and
that said dispute shall be determined in the City of New York, in accordance with this <U>Section
9.02(d)</U>. Landlord and Tenant shall endeavor to agree on an arbitrator who shall be impartial
within 14&nbsp;days of such notice. If no arbitrator shall have been appointed within such 14&nbsp;days,
either Landlord or Tenant may apply to any court having jurisdiction to make such appointment. The
arbitrator shall subscribe and swear to an oath fairly and impartially to determine such dispute.
Within 14&nbsp;days after the arbitrator has been appointed, the arbitrator shall hold hearings to
determine the Fair Market Rent. The arbitrator shall only be empowered to choose either Landlord&#146;s
Determination or Tenant&#146;s Determination as the Fair Market Rent. The arbitrator shall render such
determination within 30&nbsp;days after being appointed. The fees and expenses of any arbitration
pursuant to this <U>Section&nbsp;9.02(d)</U> shall be borne by the parties equally, but each party
shall bear the expense of its own attorneys and experts and the additional expenses of presenting
its own proof. The arbitrator shall not have the power to add to, modify or change any of the
provisions of this Lease. The arbitrator shall have at least 20&nbsp;years&#146; experience in leasing and
valuation of properties which are similar in character to the Building. After a determination has
been made of the Fair Market Rent, the parties shall execute and deliver an instrument setting
forth the Fair Market Rent, but the failure to so execute and deliver any such instrument shall not
effect the determination of Fair Market Rent.


<P align="left" style="font-size: 12pt; text-indent: 12%">(e)&nbsp;If Tenant disputes Landlord&#146;s Determination and if the final determination of Fair Market
Rent shall not be made on or before the first day of the Renewal Term, then, pending such final
determination, Tenant shall pay, as Fixed Rent for the Renewal Term, an amount equal to one-half of
the sum of Tenant&#146;s Determination and Landlord&#146;s Determination. If, based upon the final
determination of the Fair Market Rent, the Fixed Rent payments made by Tenant for such portion of
the Renewal Term were (i)&nbsp;greater than the Fair Market Rent payable for the Renewal Term, Landlord
shall credit the amount of such excess against future installments of Fixed Rent and/or Additional
Charges payable by Tenant and (ii)&nbsp;less than the Fair Market Rent payable for the Renewal Term,
Tenant shall pay to Landlord the shortfall within 30&nbsp;days after such determination.


<P align="center" style="font-size: 10pt; display: none">4
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 8%">IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first
written above.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="17%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Landlord:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">NEW WATER STREET CORP.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Tenant:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:<BR>
BOWNE &#038; CO., INC.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Edward J. Kulick, Jr.<BR>
Name: Edward J. Kulick, Jr.<BR>
Title: Senior Vice President<BR>
<BR></TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">C. Cody Colquitt<BR>
Name: C. Cody Colquitt</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="left" style="margin-left:22%; font-size: 12pt">Title: Senior Vice President &#038; Chief Financial Officer


<P align="left" style="font-size: 12pt">Tenant&#146;s Federal Tax I.D. No.: 13-2618477



<P align="center" style="font-size: 10pt; display: none">5


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