Sample Contracts - NY-New York-40 East 52nd Street Lease - 40 East 52nd Street LP and BlackRock Inc.

Sample Business Contracts

AGREEMENT OF LEASE Between 40 EAST 52ND STREET L.P., Owner and BLACKROCK, INC., Tenant Premises 40 East 52nd Street New York, New York Dated: May 3, 2000 <PAGE> TABLE OF CONTENTS ----------------- ARTICLE 1 DEMISED PREMISES, TERM, RENTS.......................................... 1 ----------------------------- - ARTICLE 2 USE AND OCCUPANCY...................................................... 3 ----------------- - ARTICLE 3 ALTERATIONS............................................................ 4 ----------- - ARTICLE 4 OWNERSHIP OF IMPROVEMENTS.............................................. 15 ------------------------- -- ARTICLE 5 REPAIRS................................................................ 15 ------- -- ARTICLE 6 COMPLIANCE WITH LAWS................................................... 16 -------------------- -- ARTICLE 7 SUBORDINATION, ATTORNMENT, ETC......................................... 19 ------------------------------- -- ARTICLE 8 PROPERTY LOSS, ETC..................................................... 23 ------------------- -- ARTICLE 9 DESTRUCTION-FIRE OR OTHER CASUALTY..................................... 23 ---------------------------------- -- ARTICLE 10 EMINENT DOMAIN......................................................... 26 -------------- -- ARTICLE 11 ASSIGNMENT AND SUBLETTING.............................................. 27 ------------------------- -- ARTICLE 12 OWNER'S INITIAL WORK................................................... 40 -------------------- -- ARTICLE 13 ACCESS TO DEMISED PREMISES............................................. 41 -------------------------- -- ARTICLE 14 VAULT SPACE............................................................ 43 ----------- -- ARTICLE 15 CERTIFICATE OF OCCUPANCY............................................... 43 ------------------------ -- ARTICLE 16 DEFAULT................................................................ 43 ------- -- ARTICLE 17 REMEDIES............................................................... 45 -------- -- ARTICLE 18 DAMAGES................................................................ 46 ------- -- ARTICLE 19 FEES AND EXPENSES; INDEMNITY........................................... 47 ---------------------------- -- ARTICLE 20 ENTIRE AGREEMENT....................................................... 49 ---------------- -- ARTICLE 21 END OF TERM............................................................ 49 ----------- -- ARTICLE 22 QUIET ENJOYMENT........................................................ 50 --------------- -- ARTICLE 23 ESCALATION............................................................. 50 ---------- -- <PAGE> TABLE OF CONTENTS CONTINUED --------------------------- ARTICLE 24 NO WAIVER............................................................ 59 --------- -- ARTICLE 25 MUTUAL WAIVER OF TRIAL BY JURY........................................ 60 ------------------------------ -- ARTICLE 26 INABILITY TO PERFORM.................................................. 60 -------------------- -- ARTICLE 27 NOTICES............................................................... 61 ------- -- ARTICLE 28 PARTNERSHIP TENANT.................................................... 61 ------------------ -- ARTICLE 29 UTILITIES AND SERVICES................................................ 62 ---------------------- -- ARTICLE 30 TABLE OF CONTENTS, ETC................................................ 67 ----------------------- -- ARTICLE 31 MISCELLANEOUS DEFINITIONS, SEVERABILITY AND ------------------------------------------- INTERPRETATION PROVISIONS............................................. 68 ------------------------- -- ARTICLE 32 ADJACENT EXCAVATION................................................... 68 ------------------- -- ARTICLE 33 BUILDING RULES........................................................ 68 -------------- -- ARTICLE 34 BROKER................................................................ 69 ------ -- ARTICLE 35 INTENTIONALLY DELETED................................................. 69 --------------------- -- ARTICLE 36 ARBITRATION, ETC...................................................... 69 ----------------- -- ARTICLE 37 PARTIES BOUND......................................................... 70 ------------- -- ARTICLE 38 ADDITIONAL SPACE...................................................... 70 ---------------- -- ARTICLE 39 OPTION FOR FIFTH YEAR ADDITIONAL SPACE................................ 74 -------------------------------------- -- ARTICLE 40 OPTION FOR TENTH YEAR ADDITIONAL SPACE................................ 79 -------------------------------------- -- ARTICLE 41 RIGHTS FOR ADDITIONAL OPTION SPACES................................... 81 -- ARTICLE 42 TENANT'S SINGLE OPTION TO RENEW....................................... 84 ------------------------------- -- ARTICLE 43 NAME OF BUILDING...................................................... 85 ---------------- -- ARTICLE 44 MEMORANDUM OF LEASE................................................... 86 ------------------- -- ARTICLE 45 ACCELERATION OF ADDITIONAL SPACES..................................... 87 --------------------------------- -- ARTICLE 46 GENERATOR SPACE....................................................... 88 --------------- -- <PAGE> SCHEDULE A Building Rules SCHEDULE B Cleaning Services to be Furnished by Owner SCHEDULE C Rentable Square Footage Schedule EXHIBIT 1 Floor Plan of Basement Space EXHIBIT 2 Description of Shaft Space EXHIBIT 3 List of Approved Contractors EXHIBIT 4 Description of Tenant's Satellite Equipment EXHIBIT 5 Description of Tenant's Reception Desk EXHIBIT 6 [Intentionally Deleted] EXHIBIT 7 Tenant's Emergency contact list EXHIBIT 8 Description of Tenant's exterior and lobby signs EXHIBIT 9 Floor Plan of Generator Space <PAGE> LEASE dated as of the 3rd day of May, 2000, between 40 EAST 52ND STREET L.P., a Delaware limited partnership having its principal office at 345 Park Avenue, Borough of Manhattan, City, County, and State of New York, as landlord (referred to as "Owner"), and BLACKROCK, INC., a Delaware corporation ----- having its principal office at 345 Park Avenue, Borough of Manhattan, City, County and State of New York, as tenant (referred to as "Tenant"). ------ W I T N E S S E T H: Owner and Tenant hereby covenant and agree as follows: ARTICLE 1 DEMISED PREMISES, TERM, RENTS ----------------------------- Section 1.01. Demised Premises: Owner hereby leases to Tenant and ---------------- Tenant hereby hires from Owner the entire second (2/nd/) floor, in the building located on East 52nd Street and East 51st Street between Park Avenue and Madison Avenue known as 40 East 52nd Street, in the Borough of Manhattan, City of New York (said building is referred to as the "Building", and the Building together -------- with the plot of land upon which it stands and the development rights (referred to as the "Development Rights") conveyed in a deed dated January 4, 1984 from 39 ------------------ East 51st Street Corporation to Owner recorded in Reel 52, Page 566 of the New York County Register's Office is referred to collectively as the "Real ---- Property"), at the annual rental rate or rates set forth in Section 1.03, and -------- upon and subject to all of the terms, covenants and conditions contained in this Lease. The premises leased to Tenant, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein at the commencement of, or at any time during, the term of this Lease, other than Tenant's Personal Property (as defined in Article 4), are referred to, collectively, as the "Demised Premises". ---------------- Section 1.02. Demised Term: A. The Demised Premises are leased for ------------ a term (referred to as the "Demised Term") to commence on May 1, 2000 and to end ------------ on the last day of the calendar month in which the date immediately preceding the date which is six (6) months next following the fifteenth (15/th/) anniversary of the Additional Space Commencement Date (as defined in Section 38.01) shall occur, unless the Demised Term shall sooner terminate pursuant to any of the terms, covenants or conditions of this Lease or pursuant to law. B. The date upon which the Demised Term shall commence pursuant to Subsection A of this Section referred to as the "Commencement Date", and the date fixed pursuant to said Subsection A as the ----------------- date upon which the Demised Term shall end is referred to as the "Expiration ---------- Date". ---- C. Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar import then in force and further waives the right to recover any damages which may result from Owner's failure to deliver possession of the Demised Premises on the date set forth in Subsection A of this Section for the commencement of the Demised Term. D. After the determination of the Commencement Date, Tenant agrees, upon demand of Owner, to execute, acknowledge and deliver to Owner, an instrument, in form reasonably satisfactory to Owner, setting forth said Commencement Date, the Expiration Date and the date upon which rent shall commence pursuant to the provisions of this Lease. Section 1.03. Fixed Rent: A. This Lease is made at the following ---------- annual rental rates (referred to as "Fixed Rent"): ---------- 1 <PAGE> 1. NINE HUNDRED FIFTY-SIX THOUSAND SIX HUNDRED FIFTY AND 00/100 ($956,650.000) DOLLARS with respect to the Period ("First Rent Period") from the Commencement Date to the last day of the calendar month in which the day immediately preceding the date which is six (6) months next following the fifth (5/th/) anniversary of the Additional Space Commencement Date (as defined in Section 38.01) shall occur; 2. ONE MILLION THIRTY-THREE ONE HUNDRED EIGHTY-TWO AND 00/100 ($1,033,182.00) DOLLARS with respect to the next five (5) years of the Demised Term ("Second Rent Period"); 3. ONE MILLION ONE HUNDRED TWENTY-EIGHT THOUSAND EIGHT HUNDRED FORTY-SEVEN AND 00/100 ($1,128,847.00) DOLLARS with respect to the remainder of the Demised Term ("Third Rent Period"). ------------------- B. The Fixed Rent, any increases in the Fixed Rent and any additional rent payable pursuant to the provisions of this Lease shall be payable by Tenant to Owner at its office (or at such other place as Owner may designate in a notice to Tenant) in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment or by Tenant's good check drawn on a bank or trust company whose principal office is located in New York City and which is a member of the New York Clearinghouse Association, without prior demand therefor and without any offset or deduction whatsoever except as otherwise specifically provided in this Lease. The Fixed Rent shall be payable in equal monthly installments, in advance, on the first (1st) day of each month during the Demised Term (except as otherwise provided in Subsection C of this Section) as follows: 1. SEVENTY-NINE THOUSAND SEVEN HUNDRED TWENTY AND 83/100 ($79,720.83) DOLLARS with respect to the First Rent Period; 2. EIGHTY-SIX THOUSAND NINETY- EIGHT AND 50/100 ($86,098.50) DOLLARS with respect to the Second Rent Period; and 3. NINETY-FOUR THOUSAND SEVENTY AND 58/100 ($94,070.58) DOLLARS with respect to the Third Rent Period. C. In the event that the Rent Commencement Date (as defined in Section 1.05) shall occur on a date other than the first (1st) day of any calendar month, Tenant shall pay to Owner, on the Rent Commencement Date, a sum equal to TWO THOUSAND SIX HUNDRED FIFTY-SEVEN AND 36/100 ($2,657.36) DOLLARS, multiplied by the number of calendar days in the period from the Rent Commencement Date to the last day of the month in which the Rent Commencement Date shall occur, both inclusive. Such payment shall constitute payment of the Fixed Rent for the period from the Rent Commencement Date to and including the last day of the month in which the Rent Commencement Date shall occur. Section 1.04. Tenant's General Covenant: Tenant covenants (i) to pay ------------------------- the Fixed Rent, any increases in the Fixed Rent, and any additional rent payable pursuant to the provisions of this Lease, and (ii) to observe and perform, and to permit no violation of, the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. Section 1.05. Rent Holiday: Notwithstanding anything to the contrary ------------ contained in the Lease, Tenant shall not be required to pay any portion of the Fixed Rent, or increases therein pursuant to Article 23, with respect to the period (the "Rent Holiday Period") from the Commencement Date to and including ------------------- the date one hundred eighty (180) days next following the Commencement Date but during such period of one hundred eighty (180 ) days Tenant shall otherwise be required to comply with all of the other terms, covenants and conditions of this Lease on 2 <PAGE> Tenant's part to be observed and performed. The date next following the expiration of the Rent Holiday Period is referred to as the "Rent Commencement ----------------- Date". ---- Section 1.06. Escalation Holiday. Notwithstanding anything to the ------------------ contrary contained in this Lease, Tenant shall not be required to pay any portion of the increases in Fixed Rent pursuant to Article 23, with respect to the period (the "Escalation Holiday Period") from the Rent Commencement Date to and including the date three hundred sixty-five (365) days next following the Rent Commencement Date but during such period of three hundred sixty-five (365) days Tenant shall otherwise be required to comply with all of the other terms, covenants and conditions of this Lease on Tenant's part to be observed and performed including, but not limited to Section 1.03. Section 1.07. Intentionally Deleted. Section 1.08. In the event that solely as a result of any violation of record of any Legal Requirement with respect to any public portion of the Building ("Existing Violation") Tenant is unable to obtain a so-called "sign- off" from the New York City Department of Buildings with respect to Tenant's Initial Installation, the Rent Commencement Date shall be extended one (1) day for each day that Tenant is unable to (and does not) occupy the Demised Premises beyond the date that Tenant would have been able to occupy the Demised Premises had a "sign-off" been issued but for the existence of an Existing Violation. Section 1.09. Intentionally Deleted. Section 1.10. In the event that, solely as a result of a delay of the Commencement Date or Additional Space Commencement Date beyond May 1, 2000 and September 1, 2001, respectively, Tenant holds over beyond the expiration of the term of any direct lease (in contradistinction to any sublease) between 345 Park Avenue L.P. and Tenant affecting space at 345 Park Avenue, New York, New York, Owner agrees to indemnify and save Tenant harmless of and from any Fixed Rent paid by Tenant to 345 Park Avenue L.P. in excess of the Fixed Rent payable by Tenant to 345 Park Avenue L.P. as of the expiration of any such lease, i.e. by virtue of the foregoing indemnity, the Fixed Rent payable by Tenant to 345 Park Avenue L.P. during any such holdover period shall not be increased above the Fixed Rent in effect as of the day immediately prior to the expiration date thereunder. ARTICLE 2 USE AND OCCUPANCY ----------------- Section 2.01. General Covenant of Use: Tenant shall use and occupy ----------------------- the Demised Premises for the following purpose: Executive, general, administrative and sales offices of Tenant and any permitted subtenants and occupants, including, but not limited to, general, administrative and executive offices. Incidental thereto, Tenant may use portions of the Demised Premises for: the operation of a trading room; the operating of dining, pantry and bar facilities and vending machines for soft drinks, candy and other items commonly sold in such vending machines, the operation of an infirmary, a health and fitness facility, a petty cash and ATM facility solely for the use of Tenant's partners and employees, a travel agency solely for bookings of Tenant's partners and employees, a print shop (which does not constitute a manufacturing use under any Legal Requirements) solely for Tenant's work product, concessions and franchises providing services solely to Tenant and its guests, a childcare facility, an auditorium, board rooms, libraries, training rooms and facilities, audiovisual and closed circuit television facilities, messenger and mailroom facilities, reproduction and copying facilities (provided that such use does not constitute a manufacturing use under Legal Requirements), word processing centers, computer and communications facilities, pantries, file rooms, meeting and conference centers and rooms, employee kitchens, cafeterias and dining rooms all as ancillary or incidental to the use of the Demised Premises for executive, general and administrative offices, and all for service only to Tenant and its employees and business agents, but not for the general public; and the operation of Tenant's business machines, including, but not limited to, computers, duplicating, telecommunications and audio visual equipment normally used 3 <PAGE> in general offices; provided that (i) none of the uses set forth herein shall violate any Certificate of Occupancy covering the Demised Premises or any Legal Requirements and (ii) such uses and all installation required thereby shall be in accordance with the provisions of this Lease. Section 2.02. No Adverse Use: Tenant shall not use or occupy, or -------------- permit the use or occupancy of, the Demised Premises or any part thereof, for any purpose other than the purpose specifically set forth in Section 2.01, or in any manner which, in Owner's judgment, (a) shall adversely affect or interfere with (i) any services required to be furnished by Owner to Tenant or to any other tenant or occupant of the Building, or (ii) the proper and economical rendition of any such service, or (iii) the use or enjoyment of any part of the Building by any other tenant or occupant, or (b) shall tend to impair the character or dignity of the Building. ARTICLE 3 ALTERATIONS ----------- Section 3.01. General Alteration Covenants: Tenant shall not make or ---------------------------- perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the Demised Premises (referred to collectively, as "Alterations" and individually as an ----------- "Alteration") without Owner's prior consent in each instance. Owner agrees not ---------- unreasonably to withhold or delay its consent to any non-structural Alterations proposed to be made by Tenant to adapt the Demised Premises for Tenant's business purposes. Notwithstanding the foregoing provisions of this Section or Owner's consent to any Alterations, all Alterations shall be made and performed in conformity with and subject to the following provisions: A. All Alterations shall be made and performed at Tenant's sole cost and expense and at such time and in such manner as Owner may, from time to time, reasonably designate; B. No Alteration shall adversely affect the structural integrity of the Building; C. Alterations shall be made only by contractors or mechanics approved by Owner, such approval not unreasonably to be withheld (notwithstanding the foregoing, all Alterations requiring mechanics in trades with respect to which Owner has adopted or may hereafter adopt a list or lists of approved contractors shall be made only by contractors selected by Tenant from such list or lists). Owner hereby consents to the performance of Tenant's Initial Installation by the contractors set forth on Exhibit 3; D. No Alteration shall affect any part of the Building other than the Demised Premises or adversely affect any service required to be furnished by Owner to Tenant or to any other tenant or occupant of the Building (including, without limitation, the Building-wide standard systems required to provide elevator, heat, ventilation, air-conditioning and electrical and plumbing services in the Building); E. No Alteration shall reduce the value or utility of the Building or any portion thereof; F. No Alteration shall affect the Certificate of Occupancy for the Building or the Demised Premises; G. No Alteration shall affect the outside appearance of the Building or the color or style of any venetian blinds (except that Tenant may remove any venetian blinds provided that they are promptly replaced by Tenant with blinds of a similar type, material and color); 4 <PAGE> H. All business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient, in Owner's reasonable judgment, to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; I. Tenant shall not be required to submit plans and specifications to Owner with respect to any Alterations which, pursuant to Legal Requirements, do not require the filing of plans and specifications with the New York City Building Department, but in such cases Tenant shall submit to Owner information with respect to such Alterations in reasonably sufficient detail to enable Owner to determine the nature and extent of the work to be performed; before Tenant commences any Alterations which do require such filing with the New York City Building Department, however, Tenant shall submit to Owner for Owner's approval, which shall not be unreasonably withheld, delayed or conditioned, detailed plans and specifications stamped by Tenant's architect (including layout, architectural, mechanical and structural drawings); Owner shall respond to Tenant's request for approval of such plans and specifications within ten (10) business days for any such Alteration affecting one (1) floor or less (with such ten (10) business day period extended to fifteen (15) business days with respect to any Alteration which affects more than one (1) floor); Owner shall respond to re-submissions within five (5) business days; Owner's failure to respond within the above-mentioned time periods shall be deemed Owner's approval provided Tenant shall have accompanied the submission of its plans and specifications with a notice stating in bold capital letters that if Owner does not respond to Tenant's submission within the applicable time period, such plans and specifications shall be deemed approved by Owner; any dispute as to the reasonability of Owner's refusal to approve such plans and specifications shall be determined by arbitration in accordance with the provisions of Article 36; in cases where Owner's consent to a particular Alteration is not required pursuant to the provisions of this Lease but where Tenant must submit such plans and specifications for Owner's review, such review shall relate merely to the manner in which the Alterations therefor shall be performed and not to Tenant's right to perform such Alterations; following the completion of each Alteration requiring a filing with the New York City Building Department, Tenant shall submit to Owner architectural computerized "as built" drawing file for each floor of the Demised Premises being altered; such file will be in DXF format (or successor technology) and contain, on a separate layer, all ceiling-height partitions and doors within each floor of the Demised Premises being altered. With respect to the submission by Tenant of its plans and specifications, Owner will endeavor to review portions thereof as they are submitted to Owner in order to advise Tenant as to whether Owner will agree to the concept involved, without affecting any Owner's rights to approve the complete plans and specifications which Owner has in accordance with the provisions of this Lease; J. Prior to the commencement of each proposed Alteration, Tenant shall have procured and paid for and exhibited to Owner, so far as the same may be required from time to time, all permits, approvals and authorizations of all Governmental Authorities (as defined in Section 6.01.) having or claiming jurisdiction; K. Prior to the commencement of each proposed Alteration, Tenant shall furnish to Owner duplicate original policies of worker's compensation insurance covering all persons to be employed in connection with such Alteration, including those to be employed by all contractors and subcontractors, and of comprehensive public liability insurance (including property damage coverage) in which Owner, its agents, the holder of any Mortgage (as defined in Section 7.01.) and any lessor under any Superior Lease (as defined in Section 7.01.) shall be named as parties insured, which policies shall be issued by companies, and shall be in form and amounts, reasonably satisfactory to Owner and shall be maintained by Tenant until the completion of such Alteration; L. In the event Owner or its agents employ any independent architect or engineer to examine any plans or specifications submitted by Tenant to Owner in connection with any proposed Alteration, Tenant agrees to pay to Owner a sum equal to any reasonable out of pocket fees actually incurred by Owner in connection therewith. 5 <PAGE> M. All fireproof wood test reports, electrical and air conditioning certificates, and all other permits, approvals and certificates required by all Governmental Authorities shall be timely obtained by Tenant and submitted to Owner; N. All Alterations, once commenced, shall be made promptly and in a good and workmanlike manner; O. Notwithstanding Owner's approval of plans and specifications for any Alteration, all Alterations shall be made and performed in full compliance with all Legal Requirements (as defined in Section 6.01.) and with all applicable rules, orders, regulations and requirements of the New York Board of Fire Underwriters and the New York Fire Insurance Rating Organization or any similar body; P. All Alterations shall be made and performed in accordance with the Building Rules and Building Rules for Alterations, a copy of which has been delivered to Tenant prior to the date of this Lease; Q. All materials and equipment to be installed, incorporated or located in the Demised Premises as a result of all Alterations shall be first quality; R. No materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement of any kind; S. Tenant, before commencement of each Alteration costing in excess of SEVEN HUNDRED FIFTY THOUSAND AND 00/100 ($750,000.00) DOLLARS, shall furnish to Owner a performance bond or other security satisfactory to Owner, in an amount at least equal to the estimated cost of such Alteration, guaranteeing the performance and payment thereof except, if Tenant is a publicly traded company with a net worth equal to $25,000,000, no such bond shall be required; T. Following the completion of each Alteration, Tenant, at Tenant's expense, shall obtain certificates of final approval of such Alteration required by any Governmental Authority and shall furnish Owner with copies thereof. U. Tenant agrees that Tenant will not install, affix, add or paint in or on, nor permit, any work of visual art (as defined in the Federal Visual Artists' Rights Act of 1990 or any successor law of similar import) or other Alteration to be installed in or on, or affixed, added to, or painted on, the interior or exterior of the Demised Premises, or any part thereof, including, but not limited to, the walls, floors, ceilings, doors, windows, fixtures and on land included as part of the Demised Premises, which work of visual art or other Alteration would, under the provisions of the Federal Visual Artists' Rights Act of 1990, or any successor law of similar import, require the consent of the author or artist of such work or Alteration before the same could be removed, modified, destroyed or demolished. Section 3.02. No Consent to Contractor/No Mechanics Lien: Nothing in ------------------------------------------ this Lease shall be deemed or construed in any way as constituting the consent or request of Owner, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialmen, for the performance of any labor or the furnishing of any material for any specific Alteration to, or repair of, the Demised Premises, the Building, or any part of either. Any mechanic's or other lien filed against the Demised Premises or the Building or the Real Property for work claimed to have been done for, or materials claimed to have been furnished to, Tenant or any person claiming through or under Tenant or based upon any act or omission or alleged act or omission of Tenant or any such person shall be discharged (by bonding or otherwise) by Tenant, at Tenant's sole cost and expense, within thirty (30) days after the filing of such lien. 6 <PAGE> Section 3.03. Labor Harmony: Tenant shall not, at any time prior to ------------- or during the Demised Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Demised Premises, whether in connection with any Alteration or otherwise, if such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Owner, Tenant or others. In the event of any such interference or conflict, Tenant, promptly after receipt from Owner of written notice of such interference or conflict, which notice shall set forth the perceived source or cause thereof, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. Section 3.04. Compliance with Fire Safety: Without in any way --------------------------- limiting the generality of the provisions of Section 3.01, all Alterations shall be made and performed in full compliance with all standards and practices adopted by Owner for fire safety in the Building. No Alteration shall affect all or any part of any Class E Fire Alarm and Communication system installed in the Demised Premises, except that in connection with any such Alteration Tenant may relocate certain components of such system, provided (i) such relocation shall be performed in a manner first reasonably approved by Owner, (ii) the new location of any such component shall be first reasonably approved by Owner, which approval shall not be unreasonably withheld (iii) prior to any such relocation Tenant shall submit to Owner detailed plans and specifications therefor which shall be first reasonably approved by Owner and (iv) Owner shall have the election of relocating such components either by itself or by its contractors, in which event all reasonable expenses incurred by Owner shall be reimbursed by Tenant upon ten (10) days' demand of Owner, as additional rent. Section 3.05. Sprinklers: In the event that Tenant performs any ---------- Alterations in the Demised Premises, Tenant, as part of such Alterations, shall be required to make all modifications to the existing sprinkler system in the Demised Premises and in connection therewith the following provisions of this Section shall apply: (i) any such modifications to the sprinkler system shall comply with all applicable laws, orders, rules and regulations; (ii) the supplying and installing of any such modifications to the sprinkler system shall be made in accordance with the provisions of this Lease, including but not limited to the provisions of this Article and Article 6 and the type, brand, location and manner of installation of such modifications to the sprinkler system shall be subject to Owner's prior approval; and (iii) Tenant shall make all repairs and replacements, as and when necessary, to such modifications to the sprinkler system and any replacements thereof. Notwithstanding the aforesaid provisions of this Section, Owner shall have the election of supplying and installing the modifications to such sprinkler system either by itself or by its agents or contractors, in which event all reasonable out-of-pocket costs and expenses incurred by Owner in connection with supplying and installing the modifications to such sprinkler system and any repairs or replacements of the modifications to such sprinkler system and any replacements thereof made by Owner, at Owner's election, shall be paid by Tenant to Owner within thirty (30) days next following the rendition of a statement thereof by Owner to Tenant. Notwithstanding anything contained in this Lease to the contrary, such sprinkler system, or any modifications to and replacement thereof and any installments in connection therewith, whether made by Tenant or Owner, shall upon expiration or sooner termination of the Demised Term be deemed the property of Owner. Section 3.06. Hazardous Material: If any Legal Requirement of any ------------------ Governmental Authority requires that any hazardous material contained in or about the Demised Premises installed by Tenant be removed or dealt with in any particular manner in connection with any Alterations of the Demised Premises or otherwise, then it shall be Tenant's obligation, at Tenant's expense, to remove or so deal with such hazardous material in accordance with all such laws, orders, rules and regulations. In the event Tenant is required to remove or so deal with such hazardous material in accordance with the provisions of the foregoing sentence then, notwithstanding anything to the contrary contained herein, Owner, at Owner's election, shall have the option to itself remove or so deal with such hazardous material and, in such event, Tenant shall pay to Owner all of Owner's out-of-pocket reasonable costs in connection therewith within thirty (30) days next following the rendition of a statement thereof by Owner to Tenant. Section 3.07. Dispute Resolution: Any dispute with respect to the ------------------ reasonability of any failure or refusal of Owner to grant its consent or approval to any request for such consent or approval pursuant to the 7 <PAGE> provisions of Section 3.01 with respect to which request Owner has agreed, in such Section not unreasonably to withhold such consent or approval, shall be determined by arbitration in accordance with the provisions of Article 36. Section 3.08. Fire Alarm and Communication System Connection Fees: --------------------------------------------------- A. In the event that Tenant, pursuant to the provisions of this Lease, including, but not limited to, the provisions of this Article 3 and Article 6, connects any of the following equipment to any Class E Fire Alarm and Communication system installed in the Demised Premises, Tenant shall pay to Owner as a one (1) time connection fee the following sums set forth opposite the equipment listed below (which sums shall be subject to increases due to increases in the cost to Owner of operating and maintaining such Class E Fire Alarm and Communication system over such costs on the date of this Lease): A. Speakers in excess of 4 per floor of the Demised Premises (or if the Demised Premises contain less than one (1) floor, in excess of four in the Demised Premises) $500.00 per device B. Strobe Lights (single unit) $100.00 per device C. Combination Speaker/Strobe light $250.00 per device D. Duct Detectors (supplementary air conditioning systems) $500.00 per point E. Smoke Detectors (multi-purpose) $500.00 per point F. Preaction Sprinkler System: waterflow $500.00 per point tamper $500.00 per point G. Warden Phone (additional) $1,000.00 per unit H. Fail Safe Door Release $250.00 per connection B. Notwithstanding the foregoing, Tenant shall not be required to pay any connection fee with respect to any of such equipment existing in the Demised Premises as of the date of this Lease. C. Owner shall throughout the term of this Lease, at no additional cost to Tenant, except with respect to Tenant's subsystems within the Demised Premises, be obligated to test and maintain any equipment which is connected to the Class E Fire Alarm and Communication System in accordance with this Section. Section 3.09. Tenant's Initial Installation. Promptly after the ----------------------------- Commencement Date and promptly after the Additional Space Commencement Date (as defined in Article 38), respectively, Tenant shall, at Tenant's cost and expense, perform various Alterations in the Demised Premises and the Additional Space (as defined in Article 38), respectively, required for Tenant's occupancy and use thereof and conduct of its business therein. Such Alterations (referred to, collectively, as "Tenant's Initial Installation") shall be made and ----------------------------- performed in accordance with the provisions of this Lease, including, without limitation, the provisions of this Article 3 and Article 6 hereof. Tenant shall prosecute Tenant's Initial Installation to completion with all reasonable diligence. 8 <PAGE> Section 3.10. Owner's Contribution. A. Subject to the provisions -------------------- and requirements of this Article 3, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed beyond applicable grace periods, Owner shall contribute the sum of not more than FOUR MILLION ONE HUNDRED NINETY- THREE THOUSAND NINE HUNDRED SEVENTY-FIVE and 00/100 ($4,193,975.00) DOLLARS in the aggregate toward the cost and expense actually incurred by Tenant with respect to Tenant's Initial Installation including the cost of all architectural, engineering and designers fees incurred by Tenant in connection therewith. Owner's contribution on account of Tenant's Initial Installation is referred to as "Owner's Work Contribution". Irrespective of the actual cost and ------------------------- expense of Tenant's Initial Installation, in no event shall Owner's Work Contribution exceed the aggregate sum of FOUR MILLION ONE HUNDRED NINETY-THREE THOUSAND NINE HUNDRED SEVENTY-FIVE AND 00/100 ($4,193,975.00) DOLLARS. B. Provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed beyond applicable grace periods, Owner shall distribute Owner's Work Contribution on account of Tenant's Initial Installation as the work with respect thereto progresses, within twenty (20) days of Tenant's submission to Owner of (i) vouchers or bills, in form reasonably acceptable to Owner, for the cost and expense of Tenant's Initial Installation, and (ii) partial waivers of mechanic's liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with Tenant's Initial Installation and which services or materials were the subject of the previous month's distribution by Owner to Tenant of Owner's Work Contribution, provided however that (a) at no time shall Owner be required to pay more than the value of the work in place or stored off-site, (b) except with respect to disbursements solely for architectural and engineering services rendered, that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this Lease and Tenant's request for distribution shall be accompanied by a certification of Tenant's architect or designer to that effect and (c) in the event that Owner fails to distribute to Tenant an installment of Owner's Work Contribution on or before the date that Owner is required to do so under the terms and provisions of this Section 3.10.B., Tenant shall be entitled to collect interest on such installment at a rate equal to two (2%) percent per annum above the then current prime rate (as defined in Section 31.03) for the period from the date that such installment of Owner's Work Contribution was due until such installment is paid to Tenant. Distributions of Owner's Work Contribution shall be made not more than monthly. C. The making of the Owner's Work Contribution by Owner shall constitute a single nonrecurring obligation on the part of Owner. In the event this Lease is renewed or extended for a further term by agreement or operation of law, Owner's obligation to give Owner's Work Contribution or any part thereof shall not apply to any such renewal or extension. D. If upon completion of Tenant's Initial Installation in accordance with the plans and specifications approved by Owner and otherwise in accordance with the provisions of this Lease and complete payment by Tenant of all of the costs and expenses thereof there shall remain unused portions of Owner's Work Contribution, then, provided Tenant is not in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed beyond applicable grace periods, the amount of such unused Owner's Work Contribution shall be applied as a rent credit against the next accruing installments of Fixed Rent payable by Tenant under this Lease. E. Tenant acknowledges and agrees that Owner is merely acting on behalf of Tenant in connection with the disbursement of the Owner's Work Contribution in accordance with the provisions of this Section 3.10 to Tenant for the contractors, suppliers and materialmen employed in connection with Tenant's Initial Installation, and that Owner shall have no obligation, liability or responsibility to any of the contractors, suppliers or materialmen seeking any of the Owner's Work Contribution pursuant to any of the aforesaid contracts or agreements with such contractors, suppliers or materialmen or otherwise, provided that Owner shall be obligated to disburse such Owner's Work Contribution only as expressly provided by the provisions of this Section 3.10. Nothing contained in this Section 3.10 shall relieve Tenant of any obligations or liabilities to such contractors, suppliers or materialmen under such contracts, agreements or otherwise. Nothing contained in this Article shall relieve Tenant of any obligations of 9 <PAGE> Tenant under Sections 3.02. or 3.03. of this Lease. Tenant shall indemnify Owner and Owner's Indemnitees from all loss, cost, liability and expense, including but not limited to reasonable counsel fees, incurred in connection with, or arising from, any claims or actions by any contractors, suppliers or materialmen employed in connection with Tenant's Initial Installation. Section 3.11. Owner agrees that, if permitted by Legal Requirements, Owner will grant to Tenant the exclusive use, at no additional cost, of the existing emergency power system consisting of a 600kw emergency generator (the "Generator") located on the mezzanine level of the Building and an emergency feeder distribution system including automatic transfer switches, meters, feeders and panels, as well as the existing 550 gallon fuel tank located in the basement of the Building and the two (2) existing pumps in the upper pump room of the Building all associated with the Generator. Tenant agrees to accept possession of the generator and fuel tank in the condition in which they shall exist on the Commencement Date. Owner shall have no responsibility for the maintenance and repairs of the emergency power system or any components thereof and Tenant, at Tenant's sole cost and expense, shall keep the emergency power system and any components thereof in good condition and make all necessary repairs and replacements thereto and to the Building occasioned thereby. Section 3.12. Owner agrees to make available to Tenant for its exclusive use the existing dedicated 800 amp electric riser to the fourth (4/th/) floor portion of the Premises at no cost to Tenant except for the payment of electricity as provided in Section 29.05. Tenant shall be responsible for all costs incurred by Owner in making any repairs to said electrical riser occasioned by the acts, omissions or negligence of Tenant or any person claiming through or under Tenant. Section 3.13. Subject to (i) the availability of power from the public utility and any other authority having jurisdiction and (ii) the capacity of the electrical feeders serving the Building, Owner agrees to make available to Tenant the existing 4,000 amp panel located in the basement electrical switchgear room at no cost to Tenant except for the payment of electricity as provided in Section 29.05. Tenant agrees to take all actions necessary to provide service from such panel for Tenant's non-exclusive use in accordance with the provisions of this Lease, including but not limited to Article 3 and 6. Owner agrees to cooperate with Tenant to activate service from such panel at Tenant's request and to pay all actual third party fees in connection therewith. Tenant shall be responsible for all costs incurred by Owner in making any repairs to said electric panel and ancillary equipment occasioned by the acts, omissions or negligence of Tenant or any person claiming through or under Tenant. Owner shall be entitled to use any excess power which is not used by Tenant as set forth in this Section 3.13. Section 3.14. Owner shall make available to Tenant shaft space in the Building in which Tenant, at Tenant's sole cost and expense, may install conduit for Tenant's electric, voice and data requirements and connections to Tenant's Satellite Equipment. The location of such shaft space shall be mutually agreed upon by Owner and Tenant and Tenant shall not be required to pay any rent for the use of the shaft space for the conduits. Tenant, by operation of the provisions of this Section 3.14 and Section 3.22 in the aggregate, shall not be entitled to more than Tenant's Proportionate Share of fifty (50%) percent of the shaft space in the Building. Section 3.15. Owner agrees, at Owner's sole cost and expense, to refinish the exterior metal cladding of the Building from the present reddish color to the color illustrated in the sample, a copy of which (i) has been exhibited to Tenant and (ii) is initialed by both Owner and Tenant, with the parties acknowledging that the actual color of the refinishing may vary slightly from the sample without any liability on the part of Owner for any such variance. Owner agrees to commence such refinishing on or about May 1, 2001 and to complete such refinishing with reasonable diligence, without any obligation to employ labor at overtime or other premium pay rates. In the event Owner fails to substantially complete such refinishing by December 31, 2001, Tenant shall be entitled to a rent credit of TWO HUNDRED THOUSAND and 00/100 ($200,000.00) DOLLARS to be applied against the next accruing monthly installments of Fixed Rent. In the event Owner fails to substantially complete such refinishing by September 1, 2002, Tenant shall be entitled to a further rent credit of ONE HUNDRED THOUSAND ($100,000.00) DOLLARS to be applied against the next accruing monthly installments of Fixed Rent. For the purposes of this Section, Owner 10 <PAGE> shall be deemed to have substantially completed such refinishing if (a) the extent of such refinishing not yet completed does not materially affect the overall look of the Building as a first class office building or (b) the refinishing has not been completed only for not more than the top two(2) floors of the Building. The dates "December 31, 2001" and "September 1, 2002" set forth above shall be extended by the number of days that Owner is delayed in performing such refinishing arising by reason of any force majeure events set forth in Section 26.01. Section 3.16. Owner shall cooperate with Tenant, and, if necessary, join any necessary applications to governmental bodies with respect to licenses or permits required in connection with Alterations to be performed by Tenant, provided that such Alterations shall be permitted by the provisions of this Lease and provided further that Tenant shall pay all reasonable costs and expenses incurred in connection therewith. Section 3.17. Notwithstanding the foregoing, with respect to each floor of the Demised Premises, Owner agrees that Tenant may, without Owner's prior consent, make any non-structural Alterations in the Demised Premises provided, that the aggregate estimated costs of all such Alterations with respect to such floor shall not exceed ONE HUNDRED FIFTY THOUSAND and 00/100 ($150,000.00) DOLLARS in any calendar year and provided, further that no such Alteration shall adversely affect the electrical, plumbing, heating, ventilation and air conditioning systems in the Building or any portion of the Building outside the Demised Premises. Such sum of ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS set forth in the preceding sentence shall be deemed increased annually by the percentage increase in the Consumer Price Index (as hereinafter defined) for the month in which the first anniversary of the Commencement Date, and each subsequent anniversary date thereof, occurs over the Consumer Price Index for the month of December, 1999. The Consumer Price Index set forth in the immediately preceding sentence shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers based upon the New York- Northern New Jersey area for All Group Commodities and Items, published by the United States Department of Labor, Bureau of Labor Statistics, or a successor substitute index; if in any year the 1982-84 average of one hundred (100) is no longer used as the basis of calculation, then, for the purposes of this Article, the Consumer Price Index for such year shall be recalculated as though such 1982-84 average of one hundred (100) were still the basis of calculation of the Consumer Price Index for such year; in the event such Consumer Price Index (or a successor substitute index) is not available, a reliable government or other non-partisan publication evaluating the information theretofore used in determining the Consumer Price Index shall be used to reflect the increase in the national cost of living. Section 3.18. A. Installation, Maintenance, Operation and Repair ----------------------------------------------- of Tenant's Microwave Antenna Equipment. Subject to Owner's consent and Tenant's --------------------------------------- compliance with the provisions of this subdivision A, Tenant may install on the roof of the Building a microwave antenna dish of Tenant not exceeding two (2) meters in diameter at the location described on Exhibit 4 annexed hereto and made a part hereof (said dish shall sometimes be referred to herein as the "Dish", and together with the hereinafter defined "Tenant's Connecting ---- Equipment" and the "Tenant's Future Equipment", shall sometimes be referred to herein, collectively, as "Tenant's Satellite Equipment"). In the event that ---------------------------- Tenant seeks to install such Tenant's Satellite Equipment, Tenant shall make a written request for Owner's consent to the installation of Tenant's Satellite Equipment. Such request shall include detailed plans and specifications of the proposed Tenant's Satellite Equipment, its placement on the roof (including the method of installation and the proposed location of Tenant's cables (referred to herein as "Tenant's Connecting Equipment") connecting such Dish to equipment in ----------------------------- the Demised Premises running through conduits, pipes or shafts in the Building, the exact location of which shall be reasonably designated by Owner. Tenant shall have the right to install Tenant's Satellite Equipment on the roof of the Building pursuant to Tenant's request, the exact location of which shall be approved by Owner. All of the foregoing installations of Tenant's Satellite Equipment shall be made at Tenant's sole cost and expense and in accordance with all the provisions of this Lease, including, but not limited to, the provisions of this Article 3 and Article 6. Owner shall have no responsibility for the maintenance and repair of Tenant's Satellite Equipment and Tenant, at Tenant's sole cost and expense, shall keep all said installations of Tenant's Satellite Equipment in good condition and make all necessary repairs and replacements thereto and to the Building occasioned thereby. Tenant, at Tenant's cost and expense, shall repair any damage to the Building occasioned by the installation, maintenance, relocation or removal of such Tenant's Satellite Equipment. Tenant further agrees that the maintenance and operation of Tenant's Satellite Equipment shall comply with the provisions of Article 6. The 11 <PAGE> installation of Tenant's Satellite Equipment shall be made on behalf of Tenant by a contractor or contractors designated by Tenant and approved by Owner, which approval shall not be unreasonably withheld or delayed. Tenant further understands and agrees that the aesthetic characteristics of the Building are of significant commercial importance to Owner and, therefore, Tenant shall ensure that the installed appearance of Tenant's Satellite Equipment will be subject to Owner's prior written approval. B. End of Term. Upon the Expiration Date or sooner ----------- termination of the Demised Term, Tenant, at Tenant's sole cost and expense, shall remove Tenant's Satellite Equipment and make all repairs to the Building occasioned by such removal. If Owner elects, however, to have Tenant's Connecting Equipment remain in the Demised Premises, such installations shall remain in the Demised Premises. Tenant's Satellite Equipment and any associated future installations (referred to herein as "Tenant's Future Equipment") shall ------------------------- be subject to such conditions with respect to the installation, operation and maintenance thereof as may reasonably be imposed by Owner, including, but not limited to, those conditions set forth in Section 3.18A. C. (1) No Interference/Shutdown. Tenant agrees ------------------------- that Tenant's Satellite Equipment shall be designed, operated, installed and maintained in such a manner that it shall not (i) interfere with telecommunication equipment existing on or in the Building at the time of installation of Tenant's Satellite Equipment, or (ii) interfere or threaten to interfere with the use of the roof, or if applicable "set-back", or any other part of the Building by Owner or any tenant, licensee, user or occupant of the Building as of the date of this Lease including the operation of communication or computer equipment by such person or (iii) create or threaten to create any danger to the health and safety of persons or the Building or to the environment and all other tenants of the Building shall be deemed third party beneficiaries of the foregoing provision with the right to enforce the same. For the purpose hereof, such interference shall include (i) any electrical, electromagnetic or radio frequency interference and (ii) any restrictions or limitation of any space tenants in the Building to conduct their business therein or use or occupy their space. If, in the judgment of Owner, any such interference or danger shall occur or might occur as a result of the operation of Tenant's Satellite Equipment, then Tenant shall promptly correct or cure such situation at Tenant's sole cost and expense including Tenant's promptly ceasing operation and use of Tenant's Satellite Equipment (except for intermittent testing on a schedule approved by Owner) until the interference or emergency situation has been corrected to the satisfaction of Owner. If Tenant shall fail to promptly remedy or cure such interference after Owner's notice to Tenant (except in the case of emergency, when no notice from Owner to Tenant shall be required), whether by shutting down of Tenant's Satellite Equipment or otherwise, then, Owner may act, at Tenant's cost and expense, to shut down Tenant's Satellite Equipment to eliminate such interference and/or correct such emergency situation and Owner shall have no liability to Tenant as a result thereof. Any such sums due Owner from Tenant pursuant to the provisions of this Section shall be deemed added to the Fixed Rent and shall be deemed additional rent, paid and collectable as part of such Fixed Rent and such obligation of Tenant shall survive the termination or cancellation of this Lease. (2) Owner's Relocation Right. Notwithstanding ------------------------ anything to the contrary contained herein, Owner reserves the right (referred to herein as "Owner's Relocation Right") to require that Tenant relocate ------------------------ Tenant's Satellite Equipment, or any item thereof, to another location in or on the Building reasonably acceptable to Tenant in the event required (i) by Legal Requirements or (ii) in connection with the installation of a proprietary communications network connecting buildings owned or managed by affiliated entities of Owner. In the event that Owner exercises Owner's Relocation Right (unless Owner's exercise of such option was by virtue of subdivision (ii) of the preceding sentence in which event such relocation shall be at Owner's sole cost and expense), then Tenant shall, at Tenant's cost and expense, relocate Tenant's Satellite Equipment to such new location on or before the date set forth in Owner's notice to Tenant of such relocation provided that such date shall not be earlier than thirty (30) days of the date of Owner's notice to Tenant exercising such Owner's Relocation Right. 12 <PAGE> (3) No Owner Responsibility. Owner shall have ----------------------- no responsibility with respect to any interference with Tenant's Satellite Equipment. Owner agrees, however, that in the event that any other tenant in the Building shall install any satellite equipment on the roof of the Building after the installation by Tenant of Tenant's Satellite Equipment which shall cause any interference with Tenant's then existing Satellite Equipment, Owner, upon request of Tenant, shall use reasonable diligence to cause such tenant causing such interference to cease such interference. Any interference with Tenant's Satellite Equipment shall not be deemed to constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business or otherwise. Notwithstanding any right of election on Owner's part to have Tenant's Connecting Equipment remain in the Demised Premises as hereinabove set forth, all other Tenant's Satellite Equipment shall, for all other purposes of this Lease, be deemed Tenant's Personal Property. D. Use. Tenant (or Tenant's agents, as approved or --- authorized by Owner) shall use Tenant's Satellite Equipment solely for purposes of providing communications services used in the operation of Tenant's business activities set forth in Section 2.01. Tenant shall have no right to use Tenant's Satellite Equipment for any other purpose. Without limiting the aforesaid, Tenant is expressly forbidden to use Tenant's Satellite Equipment to provide telecommunications services to any other person or entity other than affiliates of Tenant or former affiliates of Tenant. Tenant acknowledges and agrees that Owner may grant similar rights or licenses to other communication companies or tenants of the Building to place similar telecommunications equipment next to Tenant's Satellite Equipment on or in the Building. E. Electricity. Owner shall have no obligation to ----------- provide any utilities, including electrical service, for the operation of Tenant's Satellite Equipment and Owner makes no representation as to the availability of such utilities. Tenant shall, at Tenant's cost and expense, provide all necessary utilities to Tenant's Satellite Equipment and shall make its own arrangements with the public utility servicing the Building for such electrical service. F. Access. Tenant and Tenant's representatives, ------ approved and authorized by Owner in advance, shall have access to Tenant's Satellite Equipment (x) during regular business hours, if access is not obtained through other tenant spaces of the Building or (y) after regular business hours, if access is obtained solely through other tenant spaces of the Building upon reasonable advance notice to Owner, and, in the event of an emergency with respect to Tenant's Satellite Equipment, upon such advance notice as is reasonably practicable under the circumstances. Such access by Tenant shall be subject in a manner as Owner shall reasonably designate with respect to safety and to prevent interference with the use and operation of the Building by Owner and the other tenants or occupants thereof. G. Increase in Fixed Rent. In consideration for the ---------------------- rights granted to Tenant set forth in this Section 3.18, in the event that Tenant's microwave antenna dish has a diameter in excess of eighteen (18) inches, from and after the date of installation of Tenant's Satellite Equipment, the Fixed Rent reserved in the Lease shall be increased by the sum of $250.00 per month per foot of diameter. H. For the period from the Commencement Date to the date upon which Tenant's occupancy of portions of the Building known as 345 Park Avenue, New York, New York (the "345 Park Building") shall expire, Tenant shall be permitted to install on the roof of the Building a line of sight microwave antenna (the "Temporary Microwave Antenna") not exceeding 18" in diameter to access either the northwest or southwest corner of the 345 Park Building. Tenant shall have the right to install the Temporary Microwave Antenna on the roof of the Building pursuant to Tenant's request, the exact location of which shall be approved by Owner. The installation of the Temporary Microwave Antenna shall be made at Tenant's sole cost and expense and in accordance with all the provisions of this Lease, including, but not limited to, the provisions of this Article 3 and Article 6. Owner shall have no responsibility for the maintenance and repair of the Temporary Microwave Antenna. Tenant, at Tenant's sole cost and expense, shall keep all said installations of the Temporary Microwave Antenna in good condition and make all necessary repairs and replacements thereto and to the Building occasioned thereby. Tenant, at Tenant's cost and expense, shall repair any damage to the Building occasioned by the installation, maintenance, or removal of 13 <PAGE> the Temporary Microwave Antenna. Tenant further agrees that the maintenance and operation of the Temporary Microwave Antenna shall comply with the provisions of Article 6. The installation of the Temporary Microwave Antenna shall be made on behalf of Tenant by a contractor or contractors designated by Tenant and approved by Owner, which approval shall not be unreasonably withheld or delayed. Tenant further understands and agrees that the aesthetic characteristics of the Building are of significant commercial importance to Owner and, therefore, Tenant shall ensure that the installed appearance of the Temporary Microwave Antenna will be subject to Owner's prior written approval. Upon the expiration of Tenant's lease at the 345 Park Building or sooner termination of the Demised Term, Tenant, at Tenant's sole cost and expense, shall remove the Temporary Microwave Antenna and make all repairs to the Building occasioned by such removal. The Temporary Microwave Antenna shall be subject to such conditions with respect to the installation, operation and maintenance thereof as may reasonably be imposed by Owner, including, but not limited to, those conditions set forth in Section 3.18A and Section 3.18C. Section 3.19. During the performance of Tenant's Initial Installation, Tenant shall have the right to remove any existing sprinkler loop in the Demised Premises provided that Tenant shall, at Tenant's sole cost and expense (i) replace the sprinkler loop during the course of Tenant's Initial Installation and (ii) provide a fire guard watch during the period that such sprinkler loop is inoperative. All work performed by Tenant pursuant to this Section 3.19 shall be performed in accordance with the provisions of this Lease, including, but not limited to, Articles 3 and 6. Section 3.20. Owner agrees that in connection with supervising access to the Demised Premises and security/reception therein, Tenant may install a security/reception desk in the Building lobby at the approximate location indicated on the plan initialed by the parties and annexed to this Lease as Exhibit 8 with the actual location to be subject to Landlord's reasonable approval, (provided that the actual location shall be compatible with the overall design of the Building's lobby), which security/reception desk shall be designed in approximately the manner set forth in Exhibit 8, but in any event in a manner to be compatible with the overall design of the Building's lobby. Owner shall not charge Tenant any rent for such security/reception desk. In the event of any dispute as to the actual location or final design of the security/reception desk, such dispute shall be determined by arbitration in the same manner as provided as in Article 36. The foregoing installations set forth in this Section 3.20 as well as the maintenance, repair and use thereof, shall be made at Tenant's sole cost and expense and in accordance with all the provisions of this Lease, including, but not limited to, the provisions of Articles 3 and 6 notwithstanding that they are not located in the Demised Premises. Owner shall have no responsibility for the maintenance and repair thereof unless such repair is necessitated due to Owner's or any of Owner's agents', employees', or contractors' negligence or wilful misconduct and Tenant, at Tenant's sole cost and expense, shall keep all said installations in good condition and make all necessary repairs and replacements thereto and to the Building unless such repair is necessitated due to Owner's or any of Owner's agents', employees' or contractors' negligence or wilful misconduct. On the Expiration Date or any sooner termination date of the Demised Term, Tenant, at Tenant's sole cost and expense, shall, upon request of Owner, given in writing at least two (2) months prior to such date unless this Lease terminates prior to the anticipated Expiration Date, in which case, such advance notice shall be given if practicable under the circumstances, remove such installations and make all repairs to the Building, occasioned thereby. If Owner elects to have such installations remain in the Building, such installations shall remain in the Building at no cost and expense to Owner or Tenant. Unless due to the negligence or wilful misconduct of Owner or any of Owner's agents, employees or contractors, Tenant hereby agrees to hold Owner harmless of and from and indemnify Owner from, all loss, cost, liability, damage and reasonable expense, including, but not limited to reasonable counsel fees and disbursements, arising from the installation, maintenance and use of all such installations set forth in this Section 3.20. Tenant agrees that its manner of use of the installations set forth in this Section 3.20 shall not (a) adversely affect or interfere with (i) any service required to be furnished by Owner to Tenant or any other tenant or occupant of the Building or (ii) the proper and economical rendition of any such service or (iii) the use or enjoyment of any part of the Building by any other tenant or occupant or (b) tend to impair the character or dignity of the Building. Section 3.21. Owner agrees that Tenant shall have the right to install internal staircases in the Demised Premises provided such installation shall be subject to the provisions of this Lease, including, but not limited to Articles 3, 6 and 21. 14 <PAGE> Section 3.22. Tenant, at Tenant's sole cost and expense, shall have the right to install the following: 1. Two (2) four inch (4") empty conduits with pull boxes from the basement telco/carrier room to the fourth (4/th/) floor data center as shown on Exhibit 2; 2. Four (4) four (4") inch pipes feeding the second (2/nd/) and third (3/rd/) floor satellite closets from the satellite closet located on the fourth (4/th/) floor. Said pipes will begin six (6") inches above the finished floor on the fourth (4/th/) floor with two (2) pipes finishing six (6") inches below the finished ceiling on the third (3/rd/) floor and two (2) pipes finishing six (6") inches below the finished ceiling on the second (2/nd/) floor. 3. Four (4") inch sleeves as a form of access via the "hot columns" that exist in the Demised Premises. ARTICLE 4 OWNERSHIP OF IMPROVEMENTS ------------------------- Section 4.01. General Rights of Owner and Tenant: All appurtenances, ---------------------------------- fixtures, improvements, additions and other property attached to or installed in the Demised Premises, whether by Owner or Tenant or others, and whether at Owner's expense, or Tenant's expense, or the joint expense of Owner and Tenant, shall be and remain the property of Owner, except that any such fixtures, improvements, additions and other property installed at the sole expense of Tenant with respect to which Tenant has not been granted any credit or allowance by Owner other than Owner's Work Contribution and Owner's Fifth Year Work Contribution, and which are removable without material damage to the Demised Premises shall be and remain the property of Tenant and are referred to as "Tenant's Personal Property". Any replacements of any property of Owner, whether --------------------------- made at Tenant's expense or otherwise, shall be and remain the property of Owner. ARTICLE 5 REPAIRS ------- Section 5.01. Tenant's Repair Obligations: Tenant shall take good --------------------------- care of the Demised Premises (including, but not limited to, any Class E Fire Alarm and Communication system and any sprinkler system installed therein and any installations made or equipment installed therein as a result of any requirement of New York City Local Law #16 of 1984 or any successor law or like import) and, at Tenant's sole cost and expense, shall make all repairs and replacements, structural and otherwise, ordinary and extraordinary, foreseen and unforeseen as and when needed to preserve the Demised Premises (including, but not limited to, any Class E Fire Alarm and Communication system and the sprinkler system installed therein and any installations made or equipment installed therein as a result of any requirement of New York City Local Law #16 of 1984 or any successor law of like import) in good and safe working order and in first class repair and condition, except that Tenant shall not be required to make any repairs or replacements to the Demised Premises unless necessitated or occasioned by the acts, omissions or negligence of Tenant or any person claiming through or under Tenant or any of their servants, employees, contractors, agents, visitors or licensees, or by the manner of use or occupancy of the Demised Premises (in contradistinction to the mere use of the Demised Premises for office purposes) by Tenant or any such person. Without affecting Tenant's obligations set forth in the preceding sentence, Tenant, at Tenant's sole cost and expense, shall also (i) make all repairs and replacements, and perform all maintenance as and when necessary, to the lamps, tubes, ballasts, and starters in the lighting fixtures installed in the Demised Premises, (ii) make all repairs and replacements, as and when necessary, to Tenant's Personal Property and to any Alterations made or performed by or on behalf of Tenant or any person claiming through or under 15 <PAGE> Tenant, and (iii) if the Demised Premises shall include any space on any ground, street, mezzanine or basement floor in the Building, make all replacements, as and when necessary, to all windows and plate and other glass in, on or about such space, and obtain and maintain, throughout the Demised Term, plate glass insurance policies issued by companies, and in form and amounts, satisfactory to Owner, in which Owner, its agents and any lessor under any ground or underlying lease shall be named as parties insured, and (iv) perform all maintenance and make all repairs and replacements, as and when necessary, to any air conditioning equipment, private elevators, escalators, conveyors or mechanical systems (other than the Building's standard equipment and systems) which may be installed in the Demised Premises by Owner, Tenant or others. However, the provisions of the foregoing sentence shall not be deemed to give to Tenant any right to install air conditioning equipment, elevators, escalators, conveyors or mechanical systems. All repairs and replacements made by or on behalf of Tenant or any person claiming through or under Tenant shall be made and performed in conformity with, and subject to the provisions of Article 3 and shall be at least equal in quality and class to the original work or installation. The necessity for, and adequacy of, repairs and replacements pursuant to this Article 5 shall be measured by the standard which is appropriate for first class office buildings of similar construction and class in the Borough of Manhattan, City of New York. Section 5.02. Supplementing the provisions of Section 5.0l, Owner, at Owner's sole cost and expense, shall make (i) all structural repairs to the Demised Premises as and when required, (ii) all repairs necessary to furnish the plumbing, electrical, air conditioning, ventilating, heating and elevator services required to be furnished by Owner to Tenant under the provisions of Article 29, and (iii) all necessary repairs to the public portions of the Building which affect Tenant's use and enjoyment of the Demised Premises, except that Owner shall not be required to make any of the repairs referred to in subdivision (i), (ii) or (iii) of this sentence if Tenant is obligated to make such repairs pursuant to the provisions of Section 5.0l. Notwithstanding the foregoing provisions of this Section, Owner shall have no obligation to make any repairs unless and until specific notice of the necessity therefor shall have been given by Tenant to Owner. Within a reasonable time following receipt of such notice, Owner shall commence such repairs and prosecute the same to completion with reasonable diligence. ARTICLE 6 COMPLIANCE WITH LAWS -------------------- Section 6.01. General Covenants: Tenant, at Tenant's sole cost and ----------------- expense, shall comply with all Legal Requirements (hereinafter defined) which shall impose any duty upon Owner or Tenant with respect to the Demised Premises or the use or occupation thereof, including, but not limited to, the modification to and maintenance of the sprinkler system serving the Demised Premises or any part thereof and any requirement that any hazardous material be removed or dealt with in any particular manner, except that Tenant shall not be required to make any structural Alterations in order so to comply or remove such hazardous material existing in the Demised Premises as of the date of this Lease, unless such Alterations shall be necessitated or occasioned, in whole or in part, by the acts, omissions, or negligence of Tenant or any person claiming through or under Tenant, or any of their servants, employees, contractors, agents, visitors or licensees, or by the manner of use or occupancy of the Demised Premises (in contradistinction to the mere use of the Demised Premises for office purposes) by Tenant or by any such person. For all purposes of this Lease the term "Legal Requirements" shall mean all present and future laws, ------------------ codes, ordinances, statutes, requirements, orders and regulations, ordinary and extraordinary, foreseen and unforeseen (including, but not limited to, the New York State Energy Conservation Construction Code, New York City Local Laws #5 of 1973, #16 of 1984 and #58 of 1987 and the Americans with Disabilities Act, and any successor laws of like import) of any Governmental Authority (hereinafter defined) and all directions, requirements, orders and notices of violations thereof. For all purposes of this Lease, the term "Governmental Authority" ---------------------- shall mean the United States of America, the State of New York, the County of New York, the Borough of Manhattan, the City of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction over Owner, Tenant, this Lease or the Real Property or any portion thereof. Any work or installations made or performed by or on behalf of Tenant or any person claiming through or under Tenant pursuant to the provisions of this Article shall be made in conformity with, and subject to the provisions of Article 3. For the purposes of this Article, the modification to and maintenance of the sprinkler system or any requirement that any hazardous material installed by Tenant be removed or dealt with in any particular manner or any 16 <PAGE> Alterations required to comply with Local Law #5 of 1973, #16 of 1984, #58 of 1987 and the Americans With Disabilities Act and any successor laws of like import shall be deemed to be a non-structural Alteration. Any modification to the sprinkler system shall be made in conformity with the provisions of Section 3.05. Compliance with any requirement regarding any hazardous material shall be made in conformity with the provisions of Section 3.06. Section 6.02. Tenant's Compliance with Owner's Fire Insurance: ----------------------------------------------- Tenant shall not do anything, or permit anything to be done, in or about the Demised Premises which shall (i) invalidate or be in conflict with the provisions of any fire and/or other insurance policies covering the Building or any property located therein, or (ii) result in a refusal by fire insurance companies of good standing to insure the Building or any such property in amounts reasonably satisfactory to Owner, or (iii) subject Owner to any liability or responsibility for injury to any person or property by reason of any business operation being conducted in the Demised Premises, or (iv) cause any increase in the fire insurance rates applicable to the Building or property located therein at the beginning of the Demised Term or at any time thereafter. Tenant, at Tenant's expense, shall comply with all present and future rules, orders, regulations and/or requirements of the New York Board of Fire Underwriters and the New York Fire Insurance Rating Organization or any similar body and the issuer of any insurance obtained by Owner covering the Building and/or the Real Property, whether ordinary or extraordinary, foreseen or unforeseen, including, but not limited to, any requirement that any hazardous material installed by Tenant be removed or dealt with in any particular manner and any requirement of New York City Local Law #5 of 1973, #16 of 1984, #58 of 1987 and the Americans With Disabilities Act or any successor laws of like import. Section 6.03. Fire Insurance Rates: In any action or proceeding -------------------- wherein Owner and Tenant are parties, a schedule or "make up" of rates applicable to the Building or property located therein issued by the New York Fire Insurance Rating Organization, or other similar body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building or property located therein. Section 6.04. Owner agrees that as of the Commencement Date, or the Additional Space Commencement Date, as the case may be, the core bathrooms on each floor of the Demised Premises (other than the Basement Space) shall comply with the Americans With Disabilities Act. Section 6.05. Tenant shall have the right, after prior written notice to Owner, and the holder of any mortgage which may now or hereafter affect such leases and/or the Real Property or the Building, to contest, by appropriate, administrative and/or legal proceedings, diligently conducted in good faith, at Tenant's own cost and expense, the validity or application of any law, order, regulation or direction with which Tenant is required to comply under the provisions of said Article provided that: (1) Such contest shall not subject Owner or any lessor under any such ground or underlying lease or the holder of any such mortgage to any criminal penalty or impose upon Owner or any such lessor or holder any unusual obligation or liability or affect any service required to be furnished by Owner to any other tenant or occupant of the Building; and (2) Neither such contest nor Tenant's failure to comply pending such contest shall constitute a default under any ground or underlying lease, under any mortgage affecting any ground or underlying lease, or under any mortgage affecting the Building or the Real Property; and (3) Tenant shall indemnify and protect Owner, all of the lessors under and all of the holders under any such mortgages affecting any ground or underlying lease or the Building or the Real Property from and against any and all damage, expenses, losses, injuries, fees, including, but not limited to, reasonable counsel fees, penalties, actions, causes of action, suits, costs, claims or judgments arising from such contest or Tenant's non-compliance with any such law, order, regulation or direction; and (4) Promptly following the determination of any such contest, Tenant shall fully comply with said law, order, regulation or direction except to the extent, if any, to which it has been determined in said administrative and/or legal proceedings that Tenant is excused from such compliance. 17 <PAGE> Section 6.06. Owner agrees solely to the extent that non-compliance by Owner prevents or hinders Tenant from using the Demised Premises for its normal business operations or delays Tenant's ability to perform any Alterations in accordance with the provisions of this Lease, except to a de minimus extent, Owner, at Owner's sole cost and expense, shall comply with all Legal Requirements, which shall impose any duty upon Owner or Tenant with respect to the Demised Premises or the use or occupation thereof, or any other portion of the Building with which Tenant is not required to comply pursuant to the provisions of Section 6.01 or 6.02 including, but not limited to, the core elevators; provided, however, Owner shall not be required to so comply unless and until Owner shall have received notice of the necessity therefor from Tenant except that Owner shall be liable for any damages Tenant has suffered arising from such non-compliance prior to Owner's receipt of such notice. All work required under this Section 6.06 shall be done in such manner as to minimize interference with Tenant's normal business operations; provided, however, nothing contained in this sentence shall be deemed to impose upon Owner any obligation to employ contractors or labor at so-called overtime or other premium pay rates; provided further, that in cases where there is a material interference with Tenant's business, or the health or safety of the occupants of the Demised Premises is adversely affected, Owner agrees to employ, at Owner's expense, contractors or labor at overtime or other premium pay rates in order to effect compliance with any of the foregoing with which Owner is required to comply pursuant to the provisions of this Section 6.06. Section 6.07. Owner shall have the right to contest, by appropriate legal proceedings diligently conducted in good faith, at its own cost and expense, the validity or application of any law, order, regulation or direction with which Owner is required to comply under the provisions of Section 6.06 provided that such contest shall not subject Tenant to any penalty or place Tenant in imminent danger of being required to vacate the Demised Premises or cease its normal business operations therein or prevent Tenant from making Alterations pursuant to this Lease or diminish Tenant's rights under this Lease, except to a de minimus extent. -- ------- Section 6.08. A. If any laws, orders, rules or regulations of any Federal, State, County or Municipal authority require that any asbestos or other hazardous material contained in or about the Demised Premises be removed or dealt with in any particular manner, then it shall be Owner's obligation, at Owner's expense, to remove such asbestos and hazardous materials from all portions of the Demised Premises to be occupied by Tenant in accordance with such laws, orders, rules and regulations. B. Notwithstanding the provisions of subsection A of this Section, in the event any work performed by Owner pursuant to the provisions of subsection A is in any way disturbed or damaged by Tenant or any person claiming through or under Tenant, or asbestos or other hazardous material is installed in the Demised Premises by or on behalf of Tenant, or any person claiming through or under Tenant, Owner shall have no responsibility in connection, therewith and no obligation to perform any work with respect thereto, but it shall be Tenant's obligation, at Tenant's expense, to (i) remove or so deal with such asbestos or other hazardous material in accordance with all Legal Requirements. Any work required to be performed by Tenant pursuant to the provisions of the foregoing sentence is referred to as the "Compliance Work". In the event Tenant is required to perform any Compliance Work then, notwithstanding anything to the contrary contained in this subsection B, Owner, at Owner's election, shall have the option to itself perform any Compliance Work and, in such event, Tenant shall pay to Owner all of Owner's reasonable out-of- pocket costs in connection therewith within ten (10) days next following the rendition of a statement thereof by Owner to Tenant. C. In the event that all or any portion of the Demised Premises is rendered untenantable for a period of more than ten (10) consecutive days as a result of Owner's work under Section 6.08.A. above, the Fixed Rent and any increases therein allocable to such portion of the Demised Premises shall be abated for the period from the end of such ten (10) day period to and including the day immediately preceding the date upon which Tenant is able to use such portion of the Demised Premises. 18 <PAGE> ARTICLE 7 SUBORDINATION, ATTORNMENT, ETC. ------------------------------- Section 7.01. Lease Subordination: This Lease and all the terms, ------------------- covenants and provisions thereof and all rights, remedies and options of Tenant under this Lease as the same may hereafter be modified, amended or extended are and shall remain subject and subordinate in all respects to the mortgages which will affect the Real Property and the lien thereof on the date of execution and delivery of this lease which will be held by The Prudential Insurance Company of America and any additional mortgages hereafter held by such holder and to all advances made or hereafter to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, such mortgages. Owner shall obtain and deliver to Tenant simultaneously with the execution and delivery of this Lease an agreement from the then holder or holders of said mortgages substantially to the effect that in the event of any foreclosure of said mortgages (including any such additional mortgages hereafter held by such holder or holders), such holder or holders will not make Tenant a party-defendant to such foreclosure (unless required by law in order to obtain jurisdiction, but in such event, no judgment foreclosing this Lease will be sought) nor disturb its possession under this Lease so long as there shall be no default by Tenant under this Lease beyond applicable grace periods (any such agreement, or any agreement of similar import is referred to in this Lease as a "Non-Disturbance Agreement"). If Owner shall fail to make timely delivery to Tenant of such Non-Disturbance Agreement executed by the then holder or holders of such presently existing mortgages, Tenant, as Tenant's sole remedy for such failure, shall have the right, exercisable within thirty (30) days after the date of the execution and unconditional delivery of this Lease, to cancel and terminate this Lease by notice to Owner. Upon the giving of such notice of cancellation and termination, this Lease shall terminate and come to an end, and neither party shall have any further rights or liabilities under this Lease. It is agreed that time is of the essence with respect to any such notice of cancellation and termination, and that Tenant shall not have the right to give any such notice after the thirty (30) day period referred to in the immediately preceding sentence, and that any such notice given after the expiration of such period shall have no force or effect. Section 7.02. This Lease and all rights of Tenant under this Lease shall be and remain subject and subordinate in all respects to all future ground or underlying leases of the Real Property or the Building and to all renewals, modifications, replacements and extensions of, and substitutions for, such ground or underlying leases, provided that (i) any such ground or underlying lease shall contain provisions, or (ii) the lessor under any such ground or underlying lease shall execute and deliver to Tenant an agreement, in either case substantially to the effect that, in the event of the termination of such ground or underlying lease by reason of the default or insolvency of the lessee thereunder, such lessor will permit Tenant to attorn to such lessor and will not disturb its possession under this Lease, so long as there shall be no default by Tenant under this Lease beyond applicable grace periods (any such provisions or agreement, or any provisions or agreement of similar import, are referred to in this Lease as "Tenant Recognition Provisions or a "Tenant Recognition Agreement"). Section 7.03. This Lease and all the terms, covenants and provisions thereof and all rights, remedies and options of Tenant under this Lease as the same may hereafter be modified, amended or extended shall be and remain subject and subordinate in all respects to all mortgages other than the mortgages referred to in Section 7.01 which may, from time to time, hereafter affect the Real Property and/or any future ground or underlying leases and to all advances to be made under such mortgages, and to all renewals, modifications, consolidations, correlations, replacements and extensions of, and substitutions for, any such mortgage or mortgages, provided that (i) the holder of any such mortgage shall execute and deliver a Non-Disturbance Agreement to Tenant, or (ii) any such mortgage shall contain provisions substantially to the same effect as those contained in a Non-Disturbance Agreement (any such provisions are referred to in this Lease as "Non-Disturbance Provisions"). Section 7.04. If, at any time prior to the expiration of the Demised Term, any ground or underlying lease under which Owner shall then be the lessee shall terminate or be terminated for any reason or the holder of any mortgage acquires possession of the Real Property or the Building or the estate created by any ground or underlying lease, by receiver or otherwise, Tenant agrees, at the election and upon demand of any owner of the Real Property or the Building or of any such receiver, or of the holder of any mortgage in possession of the Real Property or the Building, or of any lessee under any other ground or underlying lease covering premises which include the 19 <PAGE> Demised Premises, to attorn, from time to time, to any such owner, holder, receiver or lessee, including, but not limited to, the holder of any mortgages referred to in Section 7.01 or 7.03 or its designee, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease, provided that such owner, holder, receiver or lessee, including, but not limited to, the holder of any mortgages referred to in Section 7.01 or 7.03 or its designee, as the case may be, shall then be entitled to receive the rent from the Demised Premises or possession of the Demised Premises. The foregoing provisions of this Section shall enure to the benefit of any such owner, holder, receiver or lessee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any such ground or underlying lease, shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such owner, holder, receiver or lessee, including, but not limited to, the holder of any mortgages referred to in Section 7.01 or 7.03 or its designee, agrees to execute, from time to time, instruments, in confirmation of the foregoing provisions of this Section, satisfactory to any such owner, holder, receiver or lessee, including, but not limited to, the holder of any mortgages referred to in Section 7.01 or 7.03 or its designee, acknowledging such adornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder, receiver or lessee. Section 7.05. The subordination provisions of this Article 7 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, however, Tenant shall execute and deliver promptly any certificate or other instrument evidencing such subordination which Owner, or any lessor under any ground or underlying lease, or any holder of any mortgage to which this Lease is subordinate, may reasonably request. If, in connection with obtaining financing for the Building, the Real Property, or the interest of the lessee under any ground or underlying lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition of such financing, Tenant covenants not unreasonably to withhold or delay its agreement to such modifications, provided such modifications do not increase the obligations, or materially and adversely affect the rights, of Tenant under this Lease. Tenant hereby agrees that in the event of any act or omission by Owner which would give Tenant the right, either immediately or after the lapse of a period of time, to terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until: (i) Tenant shall have given written notice of Owner's act or omission to the holder or holders of any mortgage or to the lessor or lessors under any ground or underlying lease of whom Tenant has been given written notice specifying the act or omission on the part of Owner which could or would give basis to Tenant's rights; and (ii) the holder or holders of such mortgage or the lessor or lessors under any such ground or underlying lease, after receipt of such notice, have failed or refused to remedy such act or omission, or cause the same to be remedied within a reasonable time after the giving of such notice by Tenant to such holder or holders or lessor or lessors provided that such reasonable period of time shall not exceed sixty (60) days (except if the act or omission is of such a nature that it cannot be completely remedied within such period of sixty (60) days, it may be further extended for a further reasonable period of time provided such holder(s) or lessor(s) shall commence within said period of sixty (60) days and thereafter diligently prosecute to completion all steps necessary to remedy such act or omission), except that if: (a) such holder(s) or lessor(s) need(s) possession of the Real Property in order to effect such remedy, or (b) the act or omission is personal to Owner and not capable of being remedied by such holder(s) or lessor(s), then the time for such remedy will be extended until such holder(s) or lessor(s), using reasonable efforts, shall have foreclosed on the mortgages (or otherwise taken title to the Real Property) provided such holder(s) or lessor(s) within sixty (60) days after receipt of Tenant's notice shall take all steps necessary to commence applicable proceedings to obtain possession of the Real Property whether through foreclosure proceedings or otherwise and to prosecute such proceedings with diligence. However, such holder(s) or lessor(s) shall have no obligation to cure such act or omission by Owner and shall have no liability for not curing such act or omission by Owner unless such holder(s) or lessor(s) undertake(s) in writing to do so. Section 7.06. In the event that by reason of any default on the part of the Owner, such holder(s) or lessor(s) shall succeed to the interest of Owner or any successor to Owner, under this Lease then subject to the provisions of this Article and at the election of the holder(s) or lessor(s), this Lease shall nevertheless continue in full force and effect, and Tenant shall and does hereby agree to (1) attorn to such holder(s) or lessor(s) and to recognize such holder(s) or lessor(s) as the Owner, and upon request of such holder(s) or lessor(s), Tenant shall execute and deliver to such holder(s) or lessor(s) an agreement of attornment, or, at such holder(s) or lessor(s) option, (2) enter into a new lease with such holder(s) or lessor(s), as Owner, for the remaining term of this Lease and otherwise on the identical terms and conditions and with the same options, if any, then remaining, including all modifications set forth 20 <PAGE> in this Article. Notwithstanding anything contained in this Article, or in any Non-Disturbance Provision, Non-Disturbance Agreement, Tenant Recognition Provision or Tenant Recognition Agreement, however, the provisions of the mortgages or ground or underlying leases, as the case may be, shall govern with respect to the proceeds of any award in condemnation or of any fire or casualty insurance policies affecting the Real Property and such holder(s) or lessor(s) as Tenant's landlord, or otherwise, shall not have any liability to Tenant (i) in the event of damage or destruction to the Building or the premises demised in this Lease, for any repairs, replacements, rebuilding or restoration, unless required to be made under the provisions of this Lease and in any event, except as can reasonably be accomplished from the net proceeds of insurance actually received by, or made available to such holder(s) or lessor(s) and not applied in reduction and/or repayment of the loan secured by any such mortgages, or (ii) for any default by Owner, its successors and assigns under this Lease occurring prior to any date upon which such holder(s) or lessor(s), its successors and assigns, shall become Tenant's landlord (provided however such holder(s) or lessor(s) shall be liable to Tenant for any defaults of its obligations under this Lease from and after the date such holder(s) or lessor(s) become Tenant's landlord), or (iii) for or be subject to any credits, offsets, abatements, or claims against the rent under this Lease accruing to Tenant as a result of any acts or omissions of Owner, its successors or assigns, occurring or committed prior to the date upon which such holder(s) or lessor(s) shall become the owner of or obtain possession or control of the Real Property, or (iv) for any default by Owner of its obligations under this Lease or any act or omission of Owner, its successors or assigns, occurring or committed prior to the date upon which such holder(s) or lessor(s) shall become the owner of or obtain possession or control of the Real Property or (provided however such holder(s) or lessor(s) shall be liable to Tenant for any default of its obligation under this lease from and after the date upon which such holder(s) or lessor(s) shall become the owner of or obtain possession or control of the Real Property or (v) under any indemnity provision of whatever nature contained in this Lease, including, but not limited to, any environmental identification with respect to any act by any person other than such holder(s) or lessor(s) or any event occurring prior to the date such holder(s) or lessor(s) shall become Tenant's landlord. Section 7.07. If required by the holder of any mortgage or by the lessor under any ground or underlying lease, Tenant shall promptly join in any Non-Disturbance Agreement or Tenant Recognition Agreement to indicate its concurrence with the provisions thereof, provided such agreement shall substantially comply with the provisions of this Article. Section 7.08. If any such holder(s) or lessor(s) shall succeed to the interest of Owner, or any successor to Owner, any such holder(s) or lessor(s) shall have no liability under this Lease prior to the date any such holder(s) or lessor(s) shall take possession of the Real Property or succeed to the rights of Owner under this Lease, no liability under this Lease for offsets or defenses which Tenant might have had against Owner, and in any event any such holder(s) or lessor(s) shall have no personal liability as successor to Owner and Tenant shall look only to the estate and property of any such holder(s) or lessor(s) in the Real Property for the satisfaction of Tenant's remedies for the collection of a money judgment (or other judicial process) requiring the payment of money in the event of any default by any such holder(s) or lessor(s), as Owner under the Lease, and no other property or assets of any such holder(s) or lessor(s) shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to this Lease, the relationship of Owner and Tenant thereunder or Tenant's use or occupancy of the Demised Premises. Section 7.09. Tenant agrees that no prepayment of rent or additional rent due under this Lease of more than one month in advance, and no amendment, modification, surrender or cancellation of this Lease (other than a confirmation, ratification or exercise of an express right or benefit set forth in this Lease), shall be binding upon or as against any such holder(s) or lessor(s), as holder(s) of the mortgages or lessor(s) of the Real Property of which Tenant has knowledge, and as Owner under this Lease if it succeeds to that position, unless consented to in writing by any such holder(s) or lessor(s) or made pursuant to the exercise of an express right or benefit set forth in this Lease. Section 7.10. Any such holder(s) or lessor(s) shall not be obligated to undertake or complete any specific renovations or additions to the Demised Premises specifically provided for in this Lease to be performed by Owner (other than repairs) or pay the cost of any construction or other special landlord work or pay the cost of any special tenant work which Tenant shall be permitted or required to perform or reimburse Tenant therefor (in each case either now or concurrently under way or hereafter to be undertaken, whether or not the same is set forth in this Lease or any other agreement). 21 <PAGE> Section 7.11. A. After request by Owner, Tenant shall, within ten (10) days furnish Owner with a statement duly acknowledged and certified setting forth the following to the extent then true and applicable: (i) Tenant is the owner and holder of the Tenant's interest under this Lease; (ii) this Lease has not been modified or amended, except as specifically recited; (iii) this Lease is in full force and effect and the term thereof has commenced; (iv) the premises demised under this Lease have been completed and Tenant has taken possession of the same on a rent-paying basis; (v) to the knowledge of Tenant, neither Tenant nor Owner is in default under any of the terms, covenants or provisions of the Lease; (vi) neither Tenant nor Owner has commenced any action or given or received any notice for the purpose of terminating this Lease; (vii) all rents, additional rents and other sums due and payable under this Lease have been paid in full for the date due and no rents, additional rents or other sums payable under this Lease have been paid for more than one (1) month in advance of the due date thereof; and (viii) there are no offsets or defenses to the payment of the rents, additional rents, or other sums payable under this Lease. Tenant acknowledges that any statement delivered pursuant to this said Section 7.11 A may be relied upon by any purchaser or owner of the Building or the Real Property, or of Owner's interest in the Building or the Real Property or any ground or underlying lease, or by any mortgagee, or by any assignee of any mortgage, or by any lessee under any ground or underlying lease. B. From time to time, within ten (10) days next following Tenant's request, Owner shall deliver to Tenant a written statement executed by Owner, in form reasonably satisfactory to Tenant, (i) acknowledging whether or not this Lease is then in full force and effect and has been modified (or, if modified, setting forth the specific nature of all modifications), and (ii) setting forth the date to which the Fixed Rent has been paid, and (iii) stating whether or not, to the best knowledge of Owner, Tenant is in default under this Lease, and if Tenant is in default, setting forth the specific nature of all such defaults. Owner acknowledges that any statement delivered pursuant to this Section may be relied upon by any prospective assignee of Tenant's interest in this Lease or by any prospective subtenant. Section 7.12. If Owner assigns its interest in this Lease, or the rents payable hereunder, to the holder of any mortgage or the lessor under any ground or underlying lease, whether the assignment shall be conditional in nature or otherwise, Tenant agrees that (a) the execution thereof by Owner and the acceptance by such holder or lessor shall not be deemed an assumption by such holder or lessor of any of the obligations of the Owner under this Lease unless such holder or lessor shall, by written notice sent to Tenant, specifically otherwise elect; and (b) except as aforesaid, such holder or lessor shall be treated as having assumed Owner's obligations hereunder only upon the foreclosure of such holder's mortgage or the termination of such lessor's lease and the taking of possession of the Demised Premises by such holder or lessor, as the case may be. Section 7.13. Tenant agrees to cooperate reasonably with Owner in Owner's obtaining any Non-Disturbance Agreement or Tenant Recognition Agreement and Tenant shall provide Owner and the holder of any mortgage and the lessor under any ground or underlying lease with any information reasonably required by them in connection with obtaining any such Non-Disturbance Agreement or Tenant Recognition Agreement. Section 7.14. Owner represents to Tenant that as of the date of this Lease (i) there are no mortgages affecting the Real Property other than the mortgage held by The Prudential Insurance Company of America and (ii) there are no ground or underlying leases affecting the Real Property (other than space leases with various tenants of the Building). ARTICLE 8 PROPERTY LOSS, ETC. ------------------- Section 8.01. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agent with respect to such property and neither Owner nor Owner's agents shall be liable for any loss of or damage to any such property by theft or otherwise. Neither (i) the performance by Owner, Tenant or others of any decorations, repairs, alterations, additions or improvements in or to the Building or the Demised Premises, nor (ii) the failure of Owner or others to make any such decorations, repairs, alterations, additions or improvements, nor (iii) any damage to the Demised Premises or to the property of Tenant, nor any injury 22 <PAGE> to any persons, caused by other tenants or persons in the Building, or by operations in the construction of any private, public or quasi-public work, or by any other cause, nor (iv) any latent defect in the Building or in the Demised Premises, nor (v) any temporary closing, darkening or bricking up of any windows of the Demised Premises for any reason whatsoever including, but not limited to, Owner's own acts nor any permanent darkening or bricking up of any such windows if required by Legal Requirement not occasioned solely by acts or omissions of Owner, nor (vi) any inconvenience or annoyance to Tenant or injury to or interruption of Tenant's business by reason of any of the events or occurrences referred to in the foregoing subdivisions (i) through (v), shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner, or its agents, or any lessor under any Superior Lease, other than such liability as may be imposed upon Owner by law for Owner's negligence or the negligence of Owner's agents, servants or employees in the operation or maintenance of the Building or for the breach by Owner of any express covenant of this Lease on Owner's part to be performed. Tenant's taking possession of the Demised Premises shall be conclusive evidence, as against Tenant, that, at the time such possession was so taken, the Demised Premises were in good and satisfactory condition and Owner's Initial Work was substantially completed. Section 8.02. Notwithstanding the foregoing provisions of Section 8.01, in the event any windows of the Demised Premises are temporarily closed, darkened or boarded up due to Owner's own acts (and not as the result of a Legal Requirement) Owner covenants to reasonably promptly take such steps as are reasonably necessary to remove such obstruction unless such obstruction is due to construction or renovation work undertaken by or on behalf of Owner in which event Owner agrees to remove such temporary obstruction reasonably promptly upon completion of such work in accordance with applicable Legal Requirements. ARTICLE 9 DESTRUCTION-FIRE OR OTHER CASUALTY ---------------------------------- Section 9.01. Owner's Repair Obligations: If the Demised Premises -------------------------- shall be damaged by fire or other casualty and if Tenant shall give prompt notice to Owner of such damage, Owner, at Owner's expense, shall repair such damage. However, Owner shall have no obligation to repair any damage to, or to replace, Tenant's Personal Property or any oth