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AGREEMENT OF LEASE

between

PARK AVENUE PLAZA COMPANY L.P.,

Landlord

and

BLACKROCK, INC,

Tenant

as of July 29, 2004

PREMISES:

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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AGREEMENT OF LEASE made as of the 29th day of July, 2004 between Park Avenue Plaza Company L.P., a New York limited partnership, having an office at c/o FISHER BROTHERS, 299 Park Avenue, New York, New York 10171 (herein called “Landlord”) and BlackRock, Inc., a Delaware corporation, having an office at 40 East 52nd Street, New York NY 10022 (herein called “Tenant”). All initially-capitalized terms are listed in the Table of Defined Terms which follows the table of contents of this Lease.

W I T N E S S E T H:

Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the premises hereinafter described, in the building known as 55 East 52nd Street, New York, New York 10022 (herein called the “Building”), for the term hereinafter stated, for the rents hereinafter reserved and upon and subject to the terms, provisions, conditions (including limitations, restrictions and reservations) and covenants hereinafter provided. Each party hereto hereby expressly covenants and agrees to observe and perform all of the terms, provisions, conditions and covenants herein contained on its part to be observed and performed.

The premises hereby leased to Tenant are the entire 11th, 12th and 14th floors of the Building, substantially as shown hatched on the floor plans annexed hereto as Exhibit A (herein called the “demised premises”).

The term of this Lease, for which the demised premises are hereby leased, shall commence on the date (herein called the “Commencement Date”) which shall be (a) the date on which Landlord’s Work (other than the elevator signaling device work, which shall be completed in accordance with the schedule set forth in paragraph (f) of Exhibit B) shall have been substantially completed by Landlord (herein called the “Substantial Completion Date”) or (b) the date on which Tenant, or anyone claiming by or through Tenant, first occupies the demised premises, or any part thereof, for any purpose other than Customary Pre-Construction Activities, whichever of (a) or (b) occurs earlier, and shall end on February 28, 2017 (herein called the “Expiration Date”) or shall end on such earlier date upon which said term may expire or be cancelled or terminated pursuant to any of the terms, provisions, conditions and covenants of this Lease or pursuant to law. Landlord shall use commercially reasonable efforts to give Tenant not less than ten (10) days advance written notice of the anticipated Substantial Completion Date and, in any event, shall give Tenant not less than five (5) days advance written notice of the anticipated Substantial Completion Date; provided, however, that this requirement shall be deemed waived by Tenant if Tenant shall have entered the demised premises for the performance of Tenant’s Work and or Tenant’s Bathroom Work in accordance with the provisions of Section 3.2(a) hereof. Tenant shall, upon the demand of Landlord, execute, acknowledge and deliver to Landlord an instrument in form reasonably satisfactory to Landlord confirming the Commencement Date of this Lease; provided, however, Tenant’s failure to execute, acknowledge and deliver such instrument

shall not affect in any manner whatsoever the validity of the Commencement Date or Tenant’s obligations under this Lease. For purposes hereof, the term “Customary Pre-Construction Activities” shall mean such architectural and engineering activities that are generally performed in preparation for the construction of office space in midtown Manhattan and which do not involve the performance of work which physically alters in any way any portion of the demised premises or the Building and which do not affect or interfere with the operation of Building systems. Examples of Customary Pre-Construction Activities are the taking or preparation of measurements, surveys, elevations, sketches and layouts.

The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:

ARTICLE 1

RENT

1.1. (a) Tenant shall pay to Landlord a fixed annual rent (herein called “fixed annual rent”) as follows:

(i) Four Million Seventy-Two Thousand Seven Hundred Forty-Eight Dollars ($4,072,748.00) per annum ($339,395.67 per month) for the period commencing on the Commencement Date and ending on the last day of the calendar month in which occurs the day immediately preceding the four (4) year six (6) month anniversary of the Commencement Date (herein called the “1st Rental Period”);

(ii) Four Million Four Hundred Twenty-Six Thousand Nine Hundred Dollars ($4,426,900.00) per annum ($368,908.33 per month) for the period commencing on the day immediately following the last day of the 1st Rental Period and ending on the last day of the calendar month in which occurs the day immediately preceding the ninth (9th) anniversary of the Commencement Date (herein called the “2nd Rental Period”); and

(iii) Four Million Seven Hundred Eighty-One Thousand Fifty-Two Dollars ($4,781,052.00) per annum ($398,421.00 per month) for the period commencing on the day immediately following the last day of the 2nd Rental Period and ending on the Expiration Date (herein called the “3rd Rental Period”).

(b) Tenant agrees to pay fixed annual rent in equal monthly installments in advance on the first day of each calendar month during the term of this Lease.

Tenant shall pay the fixed annual rent and additional rent as above and as hereinafter provided, without notice or demand therefor, without any abatement, setoff or deduction whatsoever, except as expressly set forth herein. All sums other than fixed annual rent payable by Tenant under this Lease shall be deemed additional rent and

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payable on demand, unless other payment dates are hereinafter provided. Fixed annual rent and recurring installments of additional rent shall be paid by wire transfer of immediately available “Federal Reserve Funds” to Landlord or its designee pursuant to the wiring instructions set forth below, which wiring instructions Landlord may change from time to time upon not less than five (5) Business Days prior written notice to Tenant. Non-recurring installments of additional rent shall be paid by Tenant to Landlord in lawful money of the United States of America by good and sufficient check (subject to collection), drawn on a New York City bank which is a member of the New York Clearing House or a successor thereto, at the office of Landlord or such other place in the United States of America as Landlord may designate. As used herein, the term “Federal Reserve Funds” shall mean the receipt by a bank or banks in the continental United States designated by Landlord of U.S. dollars in form that does not require further clearance, and may be applied at the direction of Landlord by such recipient bank or banks on the day of receipt of advice that such funds have been wire transferred. As of the date hereof, Landlord’s wiring instructions for the payment of fixed annual rent and recurring installments of additional rent are as follows:

1.2. If the Commencement Date or the Expiration Date occurs on a day other than the first day of a calendar month (in the case of the Commencement Date) or the last day of a calendar month (in the case of the Expiration Date), the fixed annual rent and additional rent for the partial calendar month in which the Commencement Date or the Expiration Date, as the case may be, occurs shall be prorated. The fixed annual rent for any partial calendar month in which the Commencement Date occurs shall be paid on the Commencement Date.

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

1.4. Any apportionments or prorations of fixed annual rent or additional rent to be made under this Lease on an annualized basis shall be computed on the basis of a 365(6)-day year, and any apportionments or prorations of monthly fixed annual rent or additional rent shall be made on the basis of the actual number of days contained in the applicable month.

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1.5. If any of the fixed annual rent or additional rent payable under the terms and provisions of this Lease shall be or become uncollectible, reduced or required to be refunded because of any act or law enacted by a governmental authority, Tenant shall enter into such agreement(s) and take such other reasonable steps as Landlord may reasonably request and as may be legally permissible to permit Landlord to collect the maximum rents which from time to time during the continuance of such legal rent restriction may be legally permissible (but not in excess of the amounts reserved therefor under this Lease). Upon the termination of such legal rent restriction, (a) the fixed annual rent and/or additional rent shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (b) Tenant shall pay to Landlord promptly upon being billed, to the maximum extent legally permissible, an amount equal to (i) the fixed annual rent and/or additional rent which would have been paid pursuant to this Lease but for such legal rent restriction less (ii) the rents paid by Tenant during the period such legal rent restriction was in effect.

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

1.7. Subject to the provisions of this Section 1.8, the fixed annual rent, real estate tax escalations payable by Tenant pursuant to Section 4.2(a) hereof and the Expense Payment payable by Tenant pursuant to Section 5.2(a) hereof shall be abated for the period (herein called the “Rent Abatement Period”) commencing on the Commencement Date and ending on the day immediately preceding the nine (9) month anniversary of the Commencement Date. If, during the Rent Abatement Period, Tenant shall default in the payment of a sum of money or any other of its obligations under this Lease beyond the expiration of applicable notice and cure period, if any, no fixed annual rent, real estate tax escalations or Expense Payment shall be abated thereafter and any fixed annual rent, real estate tax escalations or Expense Payment previously abated during the Rent Abatement Period shall immediately become due and payable by Tenant to Landlord. The day immediately following the Rent Abatement Period is herein called the “Rent Commencement Date.”

1.8. 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 (an “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 Alterations, 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.

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ARTICLE 2

OCCUPANCY AND USE

2.1. The demised premises shall be used as and for executive, administrative and general offices of Tenant and any permitted subtenants and occupants and, incidental and ancillary thereto, trading and sales of a full range of financial products and services in a manner consistent with the conduct of such trading and sales as an incidental and ancillary use in office space, as opposed to retail space, in first-class office buildings comparable to the Building in midtown Manhattan, and for no other purpose except as expressly set forth herein. Notwithstanding the provisions of Section 2.4, Tenant may use portions of the demised premises for:

(1) subject to the provisions of this Lease, including, without limitation, the provisions of Section 2.2 hereof relating to public assembly permits, and the provisions of Article 8 hereof relating to Alterations and Specialty Alterations, the operation of an auditorium and related audio/visual and closed-circuit television facilities; provided, however, that such auditorium shall not accommodate more than one hundred (100) persons and shall not involve the creation of a double-height floor;

(2) a “Dining Facility” as defined in, and subject to the provisions of, Section 32.20 hereof;

(3) in addition to or in lieu of the above-described Dining Facility, kitchens, pantries and/or vending machines for the sale of snack foods, non-alcoholic beverages, and other convenience items (which may be supplied by any party selected by Tenant, subject, however, to Landlord’s right to exclude any such supplier from the Building for reasonable causes, such as if such supplier refuses to comply with Landlord’s rules and regulations relating to the delivery of such items to the demised premises) for the occupants of the demised premises and their business guests upon the condition that (W) no food is prepared or cooked therein (exclusive of microwave reheating), (X) no food or beverages kept therein or anything else done therein shall cause odors to be emitted therefrom so as to be detectable outside of the demised premises, (Y) the portions of the demised premises so used shall, at the sole cost and expense of Tenant, be at all times maintained in a clean and sanitary condition and free of vermin and refuse and (Z) Tenant shall contract directly for the removal from the Building of wet rubbish with the cleaning company servicing the Building provided that such cleaning company agrees to provide such service at commercially reasonable rates;

(4) a petty cash and ATM facility solely for the use of Tenant’s partners and employees working at the demised premises;

(5) a board room;

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(6) libraries solely for the use of Tenant’s partners and employees working at the demised premises;

(7) training rooms and facilities solely for the use of Tenant’s partners and employees working at the demised premises;

(8) mailroom facilities;

(9) meeting and conference rooms solely for the use of Tenant’s partners and employees working at the demised premises;

(10) the operation of Tenant’s business machines, including, but not limited to, computers, duplicating, telecommunications and audio visual equipment normally used in general offices; and

(11) a travel agency solely for bookings of Tenant’s partners and employees.

2.2. (a) If any governmental license or permit (other than a Certificate of Occupancy for the entire Building) shall be required for the proper and lawful conduct of Tenant’s business in the demised premises or any part thereof, Tenant, at its expense, shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection. Tenant shall at all times comply with the material terms and conditions of each such license or permit. Additionally, should Alterations or Tenant’s use of the demised premises for other than executive and general offices require any modification or amendment of any Certificate of Occupancy for the Building, Tenant shall, at its expense, take all actions reasonably requested by Landlord in order to procure any such modification or amendment and shall reimburse Landlord (as additional rent) for all reasonable costs and expenses Landlord incurs in effecting said modifications or amendments. Landlord, at no out-of-pocket cost to Landlord, shall cooperate with Tenant in connection with Tenant’s efforts to procure any such modification or amendment (including assisting and/or joining Tenant in any application or similar instrument), provided that Tenant shall indemnify and hold harmless Landlord from and against any claims arising in connection with such cooperation, other than any such claims arising from any incorrect information provided by Landlord in connection therewith or any conditions at or in the Building which are Landlord’s responsibility hereunder. The foregoing provisions are not intended to be deemed Landlord’s consent to any Alterations or to a use of the demised premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any Certificate of Occupancy. Notwithstanding the foregoing, Landlord makes no warranty or representation as to the suitability of all or any portion of the demised premises for a place of public assembly requiring a public assembly permit or a change in the Certificate of Occupancy for the Building or as to whether there will be adequate means of ingress and/or egress or adequate rest room facilities in the event that Tenant requires such a public assembly permit or such a change, and Landlord shall have no liability to Tenant

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in connection therewith (provided, however, that Landlord shall reasonably cooperate with Tenant’s application for any such public assembly permit or change in the Certificate of Occupancy, subject to Tenant’s obligation to reimburse Landlord for its out-of-pocket expenses, as more particularly set forth in clause (b) below), nor shall Landlord have any obligation to perform any alterations in or to the Building or the demised premises or to grant its consent to the performance of any proposed Alterations by Tenant in order to render any floor suitable for the issuance of a public assembly permit or for a change in the Certificate of Occupancy, except as set forth in Article 8 hereof.

(b) Tenant shall reimburse Landlord (as additional rent) for the reasonable out-of-pocket costs and expenses incurred by Landlord in connection with such cooperation within thirty (30) days after demand therefor, accompanied by reasonably satisfactory documentation of such costs and expenses.

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

2.4. Tenant shall not use, or suffer or permit anyone to use, the demised premises or any part thereof, for (a) a banking, trust company, or safe deposit business, (b) a savings bank, a savings and loan association, or a loan company operating an “off the street” business to the general public at the demised premises, (c) the sale of travelers’ checks and/or foreign exchange, (d) a stock brokerage office or for stock brokerage purposes, (e) a restaurant and/or bar and/or the sale of confectionery and/or soda and/or beverages and/or sandwiches and/or ice cream and/or baked goods (except if expressly provided otherwise elsewhere in this Lease), (f) the business of photographic reproductions and/or offset printing (except that Tenant and its permitted assignees, subtenants and occupants may use part of the demised premises for photographic reproductions and/or offset printing in connection with, either directly or indirectly, its

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own business and/or activities), (g) an employment or travel agency, (h) a school or classroom, (i) medical or psychiatric offices, (j) conduct of an auction, (k) gambling activities or (l) the conduct of obscene, pornographic or similar disreputable activities. Further, the demised premises may not be used by (i) an agency, department or bureau of the United States Government, any state or municipality within the United States or any foreign government, or any political subdivision of any of them, (ii) any charitable, religious, union or other not-for-profit organization, or (iii) any tax exempt entity within the meaning of Section 168(j)(4)(A) of the Internal Revenue Code of 1986, as amended, or any successor or substitute statute, or rule or regulation applicable thereto (as same may be amended).

ARTICLE 3

PREPARATION OF THE DEMISED PREMISES

3.1. (a) Except as expressly provided to the contrary in this Section 3.1(a), Tenant shall accept the demised premises “as is” on the Commencement Date and Landlord shall not thereafter be required to perform any work, install any fixtures or equipment or render any services to make the Building or the demised premises ready or suitable for Tenant’s use or occupancy. Landlord shall perform the work described on Exhibit B annexed hereto (herein called “Landlord’s Work”) in the manner and subject to the provisions of Exhibit B. The Landlord’s Work shall be deemed to have been substantially completed even though (i) minor details or adjustments may not then be completed, and (ii) items which in accordance with good construction practice should be performed after completion of Tenant’s Work may not then be completed, subject to Landlord’s obligation to complete Landlord’s Work. The taking of possession of the demised premises by Tenant for the performance of Alterations or for any other reason whatsoever (other than Customary Pre-Construction Activities) shall be deemed an acceptance of the demised premises and substantial completion by Landlord of Landlord’s Work; provided, however, if Tenant shall furnish Landlord with a list (herein called the “Punchlist”), within thirty (30) days after the date Tenant takes possession of the demised premises, specifying the items of Landlord’s Work which have not been substantially completed, then the taking of possession of the demised premises by Tenant shall be deemed an acceptance of the demised premises, and substantial completion by Landlord of Landlord’s Work, except with respect to the items set forth on the Punchlist, but the giving of the Punchlist shall not affect the occurrence of the Commencement Date. Landlord shall promptly commence and complete the items set forth on the Punchlist.

(b) If for any reason whatsoever, Landlord shall be unable to deliver possession of the demised premises on the Commencement Date, then notwithstanding anything to the contrary hereinbefore contained, the term of this Lease shall commence on, and the Commencement Date shall be, the date on which Landlord is able to so deliver possession of the demised premises. Landlord shall not be subject to any liability

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for failure to give possession on the date Landlord’s Work is substantially completed and the validity of this Lease shall not be impaired under such circumstances, nor the same be construed in any way to extend the term of this Lease. Tenant hereby waives any right to rescind this Lease under the provisions of Section 223(a) of the Real Property Law of the State of New York, and agrees that the provisions of this Section are intended to constitute “an express provision to the contrary” within the meaning of said Section 223(a).

(c) Notwithstanding anything to the contrary contained in this Lease, including, without limitation, Section 3.1(b) hereof, in the event that the Commencement Date is delayed by reason of delays caused or occasioned by Tenant, Tenant agrees that at Landlord’s option the term of this Lease and Tenant’s obligations shall commence on the date that this Lease would have commenced had the Commencement Date not been so delayed by Tenant.

3.2. (a) Landlord shall allow Tenant a credit in the amount of THREE MILLION NINE HUNDRED EIGHTY-FOUR THOUSAND TWO HUNDRED TEN AND 00/100 ($3,984,210.00) DOLLARS (herein called the “Work Credit”), which credit shall be applied against the cost and expense incurred by Tenant for the actual construction performed in connection with Tenant’s initial alterations in the demised premises (“Tenant’s Work”) and the cost and expense of architectural, consulting, and engineering fees in connection with Tenant’s Work performed after April 1, 2004, and for no other purposes. In the event that the costs and expenses of Tenant’s Work shall exceed the amount of the Work Credit, Tenant shall be entirely responsible for such excess. Landlord shall pay to Tenant installments of the Work Credit within thirty (30) days after Landlord’s receipt of a written request for disbursement together with the required accompanying documentation. If upon completion of Tenant’s initial Alterations and complete payment by Tenant of all the costs and expenses thereof there shall remain unused portions of the Work Credit, 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 and cure periods, the amount of such unused Work Credit shall be applied as a rent credit against the next accruing installments of fixed annual rent payable by Tenant under this Lease. Landlord shall permit Tenant and its agents to enter upon the demised premises prior to the Commencement Date so that Tenant may perform Tenant’s Work and/or Tenant’s Bathroom Work through its own contractors at the same time that Landlord’s contractors are working in the demised premises, provided, however, that (A) Landlord’s Work shall have reached a point at which, in Landlord’s sole judgment, the performance of Tenant’s Work and/or Tenant’s Bathroom Work will not delay or hamper Landlord in the completion of Landlord’s Work and (B) Tenant and its contractors shall work in harmony and shall not interfere with Landlord, Landlord’s contractors, any other tenants, or such tenants’ contractors. Landlord may, at any time, deny access to the demised premises to Tenant and/or to any of its contractors in the event that Landlord shall, in its reasonable discretion, determine that the performance, or manner of performance, of Tenant’s Work and/or Tenant’s

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Bathroom Work interferes with, delays, hampers, or prevents Landlord from proceeding with the timely completion of Landlord’s Work. Within twenty-four (24) hours after Landlord’s direction (which need not be given in writing), Tenant shall, and shall cause its contractors to, withdraw from the demised premises, and cease all work being performed by it or on its behalf of any person, firm, or corporation. Landlord hereby consents to the use of Plaza Construction Corporation by Tenant in connection with the performance of Tenant’s Work and Tenant’s Bathroom Work, and Tenant hereby agrees to use Plaza Construction Corp for the performance of Tenant’s Work and Tenant’s Bathroom Work. In the event that Tenant shall be permitted to so enter upon the demised premises, such entry shall be deemed to be upon all of the terms, provisions and conditions of this Lease, except as to the covenant to pay rent. Landlord shall not be liable in any way for any injury, loss or damage that may occur to any of Tenant’s employees, or Tenant’s contractors, decorations, fixtures, installations, supplied, materials, or equipment prior to the Commencement Date unless such loss or damage is caused by the negligence or willful misconduct of Landlord. Any damage caused to the demised premises, or to any portion of Landlord’s Work previously completed, in connection with the performance of Tenant’s Work and/or Tenant’s Bathroom Work shall be repaired at the sole cost and expense of Tenant.

(b) The Work Credit shall be payable to Tenant in installments as Tenant’s Work progresses, but in no event more frequently than monthly. Prior to the payment of any such installment, Tenant shall deliver to Landlord a written request for disbursement which shall be accompanied by (1) invoices for the portion of Tenant’s Work referenced in such requisition, (2) a certificate signed by Tenant’s architect and an officer of Tenant certifying that the portion of Tenant’s Work referenced in said requisition and represented by the aforesaid invoices has been satisfactorily completed substantially in accordance with Tenant’s final plan, (3) partial lien waivers (not in recordable form, but otherwise in form reasonably satisfactory to Landlord) from contractors, subcontractors and all materialmen who shall have performed work which was the subject of the immediately preceding distribution by Landlord to Tenant of a portion of the Work Credit. Reasonably promptly following the completion of Tenant’s Work, Tenant shall provide Landlord with: (i) a certificate signed by Tenant’s architect certifying that Tenant’s Work has been satisfactorily completed substantially in accordance with the final plan, (ii) all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover, and (iii) a general release from all contractors and subcontractors performing Tenant’s Work releasing Landlord and Tenant from all liability for any Tenant’s Work.

(c) At any and all times during the progress of Tenant’s Work, representatives of Landlord shall have the right of access to the demised premises and inspection thereof and Landlord shall have the right to withhold payment of any portion of the Work Credit representing the reasonably estimated cost of any such work not being performed in a manner reasonably satisfactory to Landlord; provided, however, that

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Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection.

3.3. The Work Credit is being given for the benefit of Tenant only. No third party shall be permitted to make any claims against Landlord or Tenant with respect to any portion of the Work Credit.

3.4. (a) In conjunction with the performance of Tenant’s Work, Tenant shall perform certain renovation work in the core bathrooms of the demised premises and, in connection therewith, shall bring such core bathrooms of the demised premises into compliance with the Americans With Disabilities Act (“Tenant’s Bathroom Work”). In addition to the Work Credit, Landlord shall allow Tenant a credit of Four Hundred Fifty Thousand and 00/100 ($450,000.00) DOLLARS (herein called the “Bathroom Work Credit”), which credit shall be applied solely against the cost and expense incurred by Tenant for the actual construction of Tenant’s Bathroom Work performed after April 1, 2004, including architectural, consulting, engineering fees, and for no other purposes. In the event that the costs and expenses of Tenant’s Bathroom Work shall exceed the amount of the Bathroom Work Credit, Tenant shall be entirely responsible for such excess. If upon completion of Tenant’s Bathroom Work, and complete payment by Tenant of all costs and expenses thereof there shall remain unused portions of the Bathroom Work Credit, 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 and cure periods, the amount of such unused Bathroom Work Credit shall be applied as a rent credit against the next accruing installments of fixed annual rent payable by Tenant under this Lease. Landlord shall pay to Tenant installments of the Bathroom Work Credit within thirty (30) days after Landlord’s receipt of a written request for disbursement together with the required accompanying documentation.

(b) The Bathroom Work Credit shall be payable to Tenant in installments as Tenant’s Bathroom Work progresses, but in no event more frequently than monthly. Prior to the payment of any such installment, Tenant shall deliver to Landlord a written request for disbursement which shall be accompanied by (1) invoices for the portion of Tenant’s Bathroom Work referenced in such requisition, (2) a certificate signed by Tenant’s architect certifying that the portion of Tenant’s Bathroom Work referenced in said requisition and represented by the aforesaid invoices has been satisfactorily completed substantially in accordance with Tenant’s final plan, (3) partial lien waivers (not in recordable form, but otherwise in form reasonably satisfactory to Landlord) from contractors, subcontractors and all materialmen who shall have performed work which was the subject of the immediately preceding distribution by Landlord to Tenant of a portion of the Bathroom Work Credit. Reasonably promptly following the completion of Tenant’s Bathroom Work, Tenant shall provide Landlord with (i) a certificate signed by Tenant’s architect certifying that Tenant’s Bathroom Work has been satisfactorily completed substantially in accordance with the final plan, (ii) all Building Department

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sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover, and (iii) a general release from all contractors and subcontractors performing Tenant’s Bathroom Work releasing Landlord and Tenant from all liability for any Tenant’s Bathroom Work.

(c) At any and all times during the progress of Tenant’s Bathroom Work, representatives of Landlord shall have the right of access to the demised premises and inspection thereof and Landlord shall have the right to withhold payment of any portion of the Bathroom Work Credit representing the reasonably estimated cost of any such work not being performed in a manner reasonably satisfactory to Landlord; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection.

3.5. The Bathroom Work Credit is being given for the benefit of Tenant only. No third party shall be permitted to make any claims against Landlord or Tenant with respect to any portion of the Bathroom Work Credit.

3.6. Notwithstanding anything to the contrary contained in this Lease, in connection with the performance of Tenant’s Work and Tenant’s Bathroom Work by Plaza Construction Corporation, neither Tenant nor Tenant’s contractors or subcontractors shall be charged for freight elevator usage in connection with the performance of Tenant’s Work and Tenant’s Bathroom Work, or during Tenant’s initial move-in, provided, (i) such free usage of the freight elevator shall not exceed (a) twelve (12) consecutive hours of usage on business days (eight (8) of such twelve (12) hours occurring between the hours of 8:00 a.m. and 6:00 p.m.) and (b) up to eight (8) consecutive hours on a Saturday, and (ii) (a) Tenant shall be entitled to free usage of the freight elevators in order to meet Tenant’s reasonable needs for freight elevator usage on Sundays in connection with Tenant’s Work and Tenant’s Bathroom Work and (b) Tenant shall be entitled to unlimited free usage of the freight elevators on Sundays in connection with Tenant’s initial move-in. Landlord hereby agrees that during such time as Tenant shall be entitled to free usage of the freight elevators as hereinbefore provided, Tenant shall not be charged for Landlord’s cost of providing an elevator operator and/or security guard in connection therewith.

3.7. Tenant shall be permitted to install bomb blast film on the windows of the demised premises, subject to Landlord’s reasonable consent to the materials used and the method of installation.

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ARTICLE 4

TAX ESCALATION

4.1. Tenant shall pay to Landlord, as additional rent, tax escalation in accordance with this Article 4:

Definitions: For purposes of this Article 4, the following definitions shall apply: