AGREEMENT OF SUBLEASE

EXHIBIT 10(XXVI)(J)

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AGREEMENT OF SUBLEASE


between


MERRILL LYNCH/WFC/L, INC.,

as Landlord,
--------

and

DELOITTE & TOUCHE,


as Tenant,
------



Made as of December __, 1993,



Demising
--------

[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] Rentable
Square Feet
on Floors C1, C2, 2, 3, 8, 9, 10 and 15
of Two World Financial Center
in New York, New York.



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SULLIVAN & CROMWELL HUTTON INGRAM YUZEK GAINEN CARROLL & BERTOLOTTI
Attorneys for Landlord Attorneys for Tenant
250 Park Avenue 530 Fifth Avenue
New York, NY 10177 New York, NY 10036
James I. Black III, Esq., Ernest J. Bertolotti, Esq.,
Of Counsel Of Counsel

TABLE OF CONTENTS

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ARTICLE I
PARTICULAR TERMS AND DEFINITIONS

SECTION 1.01 Particular Terms ..................................... 1
SECTION 1.02 Other Defined Terms .................................. 7
SECTION 1.03 General Terms ........................................ 17


ARTICLE II
PREMISES; TERM OF SUBLEASE

SECTION 2.01 Premises Demised ...................................... 18
SECTION 2.02 Term . . .............................................. 18
SECTION 2.03 Delivery of the Sublease Premises ..................... 18
SECTION 2.04 Tenant's Plans ........................................ 22
SECTION 2.05 Tenant's Work and Allowance ........................... 24
SECTION 2.06 Landlord's Work ....................................... 27


ARTICLE III
RENT

SECTION 3.01 Base Rent ............................................. 28
SECTION 3.02 Additional Rent ....................................... 29
SECTION 3.03 Survival of Rent Obligation ........................... 29
SECTION 3.04 Late Charge ........................................... 29
SECTION 3.05 Payment of Lesser Amounts ............................. 30
SECTION 3.06 Legal Rent Restrictions ............................... 30


ARTICLE IV
OPERATING EXPENSES; PILOT

SECTION 4.01 Definitions ........................................... 30
SECTION 4.02 Adjustments to Operating Expenses ..................... 37
SECTION 4.03 Operating Payment ..................................... 37
SECTION 4.04 Estimates of Operating Payments ....................... 37
SECTION 4.05 Landlord's Annual Operating Statement ................. 38
SECTION 4.06 PILOT Payment ......................................... 39
SECTION 4.07 Prorations ............................................ 41
SECTION 4.08 Interest on Adjustments ............................... 42

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/1/ Page number reference may require conforming.

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ARTICLE V
ELECTRICITY

SECTION 5.01 Tenant's Electricity Costs ............................ 42
SECTION 5.02 Submeters ............................................. 43
SECTION 5.03 Legal Constraints ..................................... 44
SECTION 5.04 Additional Taxes ...................................... 45
SECTION 5.05 Usage ................................................. 45
SECTION 5.06 Emergency Power ....................................... 46
SECTION 5.07 Failure or Defect in Supply ........................... 46
SECTION 5.08 Replacement of Lamps and Bulbs ........................ 47


ARTICLE VI
USE OF SUBLEASE PREMISES

SECTION 6.01 Permitted Use ......................................... 47
SECTION 6.02 Licenses, Permits ..................................... 48


ARTICLE VII
EXPANSION, FIRST OFFER, CANCELLATION AND RENEWAL OPTIONS

SECTION 7.01 Expansion and First Offer Options ..................... 49
SECTION 7.02 Cancellation Options .................................. 54
SECTION 7.03 Renewal Options ....................................... 55


ARTICLE VIII
SUBORDINATION AND CONSENT OF SUPERIOR PARTIES

SECTION 8.01 Superior Interests .................................... 56
SECTION 8.02 Notice to Superior Mortgagees ......................... 58
SECTION 8.03 Attornment ............................................ 58
SECTION 8.04 Modifications of Superior Instruments ................. 59
SECTION 8.05 Consent of Others ..................................... 59


ARTICLE IX
NONDISTURBANCE AND QUIET ENJOYMENT

SECTION 9.01 Nondisturbance......................................... 60
SECTION 9.02 Quiet Enjoyment ....................................... 60


ARTICLE X
ASSIGNMENT, SUBLETTING AND MORTGAGES

SECTION 10.01 Consent Required ..................................... 61
SECTION 10.02 Affiliate Mergers .................................... 62

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SECTION 10.03 Restrictions ......................................... 63
SECTION 10.04 Assumption Required .................................. 63
SECTION 10.05 Obligations Unaffected by Assignment ................. 64
SECTION 10.06 Obligations Unaffected by Subsublease ................ 64
SECTION 10.07 Listings of No Effect ................................ 65
SECTION 10.08 Criteria for Assignments or Subtenancies ............. 65
SECTION 10.09 Manner of Offering Space ............................. 67
SECTION 10.10 Additional Requirements .............................. 67
SECTION 10.11 Sharing of Profits ................................... 68
SECTION 10.12 Tenant's Enforcement ................................. 71
SECTION 10.13 Responsibility for Subsubtenants ..................... 71
SECTION 10.14 Assignment of Subrents ............................... 71
SECTION 10.15 Delivery of Subsublease Schedule ..................... 72
SECTION 10.16 Additional Provisions of Subsubleases ................ 72
SECTION 10.17 Indemnification by Tenant ............................ 72

ARTICLE XI
COMPLIANCE WITH LAWS AND SUPERIOR INSTRUMENTS

SECTION 11.01 Compliance Required .................................. 73
SECTION 11.02 Compliance with Superior Instruments ................. 74
SECTION 11.03 No Discrimination .................................... 74
SECTION 11.04 Landlord's Compliance ................................ 76


ARTICLE XII
INSURANCE

SECTION 12.01 Compliance with Requirements ......................... 76
SECTION 12.02 Obligation to Reimburse .............................. 77
SECTION 12.03 Waiver of Subrogation ................................ 77
SECTION 12.04 Tenant's Insurance ................................... 78
SECTION 12.05 Increases in Coverage ................................ 79
SECTION 12.06 Landlord's Insurance ................................. 79


ARTICLE XIII
RULES AND REGULATIONS

SECTION 13.01 Compliance with Rules ................................ 80
SECTION 13.02 No Third-Party Rights ................................ 80


ARTICLE XIV
ALTERATIONS; DISCHARGE OF LIENS

SECTION 14.01 Alterations by Tenant ................................ 80
SECTION 14.02 Discharge of Violations and Liens .................... 84
SECTION 14.03 No Liens ............................................. 84
SECTION 14.04 Discharge of Any Liens ............................... 85

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SECTION 14.05 No Liability of Landlord
Superior Parties.............................. 86
SECTION 14.06 Delivery of Drawings to Overlandlord ................. 86


ARTICLE XV
LANDLORD'S AND TENANT'S PROPERTY

SECTION 15.01 Ground Lessor's Property ............................. 86
SECTION 15.02 Tenant's Property .................................... 87
SECTION 15.03 Removal of Tenant's Property ......................... 88
SECTION 15.04 Abandoned Property ................................... 88


ARTICLE XVI
REPAIRS AND MAINTENANCE

SECTION 16.01 Repairs by Tenant .................................... 88
SECTION 16.02 Repairs by Landlord .................................. 90


ARTICLE XVII
SERVICES; SIGNAGE AND ACCESS

SECTION 17.01 Services ............................................. 91
SECTION 17.02 Window Cleaning ...................................... 97
SECTION 17.03 No Abatement ......................................... 97
SECTION 17.04 Signage .............................................. 98
SECTION 17.05 Building Name ........................................ 99
SECTION 17.06 Access by Landlord ................................... 99
SECTION 17.07 Repairs by Landlord and Others ....................... 99
SECTION 17.08 Other Inspection of Sublease Premises ................ 100
SECTION 17.09 Building Access; Changes Therein ..................... 100
SECTION 17.10 Emergency Access ..................................... 101
SECTION 17.11 Showing the Sublease Premises ........................ 101
SECTION 17.12 Exclusive Services ................................... 101
SECTION 17.13 Cafeteria Usage ...................................... 101
SECTION 17.14 Parking .............................................. 103
SECTION 17.15 Roof Antennas ........................................ 104
SECTION 17.16 Dumbwaiter and Mail Conveyor ......................... 104


ARTICLE XVIII
BROKERS

SECTION 18.01 Designated Broker .................................... 104
SECTION 18.02 Payment .............................................. 104
SECTION 18.03 Indemnification ...................................... 105
SECTION 18.04 Survival ............................................. 105

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ARTICLE XIX
RIGHTS TO PERFORM COVENANTS

SECTION 19.01 Performance of Tenant's Covenants .................... 105
SECTION 19.02 Reimbursement by Tenant .............................. 106
SECTION 19.03 Performance of Landlord's Covenants .................. 105
SECTION 19.04 Reimbursement by Landlord ............................ 106
SECTION 19.05 Acceptance of Lesser Amounts ......................... 107


ARTICLE XX
EVENTS OF DEFAULT; REMEDIES

SECTION 20.01 Events of Default .................................... 107
SECTION 20.02 Right to Enforce .................................... 109
SECTION 20.03 Remedies ............................................ 109
SECTION 20.04 Removal of Tenant ................................... 110
SECTION 20.05 Tenant's Obligation Unaffected ...................... 112
SECTION 20.06 Waiver of Jury Trial ................................. 112
SECTION 20.07 Suits by Landlord ................................... 112
SECTION 20.08 Recovery Not Limited ................................. 112
SECTION 20.09 Receipt of Money Not a Waiver ........................ 113
SECTION 20.10 Waiver of Other Notices and
Right of Redemption .............................. 113
SECTION 20.11 Waiver Only in Writing ............................... 113
SECTION 20.12 Additional Remedies .................................. 114
SECTION 20.13 Bankruptcy ........................................... 114


ARTICLE XXI
ARBITRATION

SECTION 21.01 Selection and Conduct ................................ 116


ARTICLE XXII
RENT ABATEMENT

SECTION 22.01 Grounds for Abatement ................................ 117
SECTION 22.01 Limitations and Exceptions ........................... 118


ARTICLE XXIII
CONDEMNATION; CASUALTY

SECTION 23.01 Assignment of Proceeds ............................... 119
SECTION 23.02 Rent Abatement ....................................... 120
SECTION 23.03 Termination or Restoration ........................... 120
SECTION 23.04 Tenant's Responsibility for its Actions .............. 122
SECTION 23.05 No Liability for Interruption ........................ 122

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SECTION 23.06 Tenant to Insure its Property ........................ 122
SECTION 23.07 Tenant's Condemnation Claims ......................... 122
SECTION 23.08 Express Agreement to Contrary ........................ 123

ARTICLE XXIV
REPRESENTATIONS BY LANDLORD

SECTION 24.01 Due Authorization..................................... 123
SECTION 24.02 Absence of Reliance by Tenant ........................ 123


ARTICLE XXV
LIMITATIONS OF LIABILITY

SECTION 25.01 No Liability of Landlord and Others................... 124
SECTION 25.02 Liability for Consents ............................... 124
SECTION 25.03 No Personal Liability of Landlord .................... 125
SECTION 25.04 No Continuing Liability of Landlord .................. 125
SECTION 25.05 No Liability of Tenant's Partners .................... 125


ARTICLE XXVI
INDEMNIFICATION BY TENANT AND LANDLORD

SECTION 26.01 Indemnification by Tenant ............................ 126
SECTION 26.02 Indemnification by Landlord .......................... 127
SECTION 26.03 Notice and Defense of Claims ......................... 127
SECTION 26.04 No Effect of Insurance ............................... 128
SECTION 26.05 Subrogation upon Request ............................. 128
SECTION 26.06 Survival of this Article ............................. 129


ARTICLE XXVII
INTEGRATION; CONFLICT WITH EXHIBITS

SECTION 27.01 Integration .......................................... 129
SECTION 27.02 Conflict with Exhibits ............................... 129



ARTICLE XXVIII
NOTICES

SECTION 28.01 Notices .............................................. 129

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ARTICLE XXIX
MISCELLANEOUS

SECTION 29.01 Captions ............................................. 131
SECTION 29.02 Governing Law ........................................ 131
SECTION 29.03 Successors and Assigns .............................. 131
SECTION 29.04 No Third-Party Rights ................................ 131
SECTION 29.05 Memorandum of Sublease ............................... 131
SECTION 29.06 Giving Consent and Exercising Judgment ............... 132
SECTION 29.07 Estoppel Certificates ................................ 132
SECTION 29.08 Confidentiality ...................................... 133
SECTION 29.09 Labor Harmony ........................................ 133


EXHIBITS:

A-1: Floor Plans of Sublease Premises
A-2: List of Plans for Tenant's Signage
A-3: Floor Plan of First Expansion Option Space

B: Form of Overlandlord's Consent to Sublease

C: Alternate Electricity Rent Inclusion

D-1: Rules and Regulations
D-2: Rules and Regulations for Alterations

E: Specifications for Base Building HVAC

F: Base Cleaning Specifications

G: Exclusive Services

H: Cost of Extra Personnel

I: Temporary Certificate of Occupancy

J: Preferential Rights of Other Subtenants

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AGREEMENT OF SUBLEASE (this "Sublease"), made as of December __, 1993,
--------
between MERRILL LYNCH/WFC/L, INC., a New York corporation having an office at
c/o Merrill Lynch & Co., Inc., Merrill Lynch World Headquarters, North Tower,
World Financial Center, 250 Vesey Street, New York, New York 10281-1219
("Landlord"), and DELOITTE & TOUCHE, a partnership organized under the laws of
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the State of New York having an office at 1633 Broadway, New York, New York
10019 ("Tenant");
------

T O W I T N E S S T H A T:
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WHEREAS, under an Agreement of Lease (the "Overlease") between Olympia
---------
& York Tower B Company ("Overlandlord"), as lessor, and Landlord, as lessee,
------------
dated as of September 29, 1988, Overlandlord leased to Landlord the parcel of
land (the "Land") known and more particularly described as Parcel B on Exhibit
---- -------
"A-1" to the Overlease together with all of the building (the "Building") known
- ---- --------
as "Building B" and "Two World Financial Center" located on the Land
(collectively, except for the portions thereof referred to as the Retail
Premises in and described on Exhibit "A-2" to the Overlease, the "Premises");
------------ --------
and

WHEREAS, subject to the terms and conditions set forth in this
Sublease, Landlord desires to demise and sublease to Tenant, and Tenant desires
to hire and sublease from Landlord, [MATERIAL OMITTED AND FILED SEPARATELY WITH
SEC]/2/ Rentable Square Feet of space on floors C1, C2, 2 (the lobby-level), 3,
8, 9, 10 and 15 of the Building on the terms and conditions hereinafter set
forth;

NOW, THEREFORE, in consideration of the mutual promises set forth
herein, it is mutually covenanted and agreed as follows:

ARTICLE I
PARTICULAR TERMS AND DEFINITIONS


SECTION 1.01 Particular Terms. As used herein, the following terms
----------------
shall have the particular meanings respectively set forth below:

"Base Operating Year" shall mean the calendar year commencing on
-------------------
January 1, 1994 and expiring December 31, 1994 unless
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/2/ [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] = [MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC] for floor C1 + [MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC] for floor C2 + [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] for floor 2 + [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for
floor 3 + [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for floor 8 +
[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for floor 9 + [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC] for floor 10 + [MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC] for floor 15.

the Base Rent Commencement shall be deferred to a date later than January 1,
1996, in which case the commencement and expiration of the Base Operating Year
shall both be deferred by one (1) full year to January 1, 1995 and December 31,
1995, respectively.

"Base PILOT Amount" shall mean the sum of [MATERIAL OMITTED AND FILED
-----------------
SEPARATELY WITH SEC] DOLLARS ($[MATERIAL OMITTED AND FILED SEPARATELY WITH
SEC])/3/ unless the Base Rent Commencement Date shall be deferred to a date
later than January 1, 1996, in which case the Base PILOT Amount shall mean the
greater of [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] DOLLARS ($[MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC]), or PILOT Charges for the deferred Base
Tax Year commencing January 1, 1995 and ending December 21, 1995, during the
initial Term; and zero ($0.00) during any Renewal Term.

"Base Rent" shall mean [MATERIAL OMITTED AND FILED SEPARATELY WITH
---------
SEC] DOLLARS ($[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]) per annum for
the period from the Base Rent Commencement Date through [MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC], inclusive, [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] DOLLARS ($[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]) per annum
for the period from [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] through
[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC], inclusive, [MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] DOLLARS ($[MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC]) per annum for the period from [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] through [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC], inclusive,
and thereafter [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] DOLLARS
($[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC])/4/ per annum for the period

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/3/ This amount equals $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
multiplied by the [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] Rentable
Square Feet of the Building.

/4/ These amounts equal $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] and
$[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] per year, respectively,
times the [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] of Rentable
Square Feet of the Sublease Premises on floors 2 (minus the [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC] Rentable Square Feet shown as Area B
on the plan of floor 2 attached as Exhibit A-1-3), 3, 8, 9, 10 and 15 of the
-------------
Building, plus $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] and
$[Material Omitted and Filed Separately with SEC] per year, respectively,
times the [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] of Rentable
Square Feet of the Sublease Premises on floors C1 and C2 of the Building,
from the Base Rent Commencement Date through [MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC] through [MATERIAL OMITTED AND FILED SEPARATELY WITH
SEC], [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] through [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC] and [MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC] through the Expiration Date, respectively; plus
$[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] per year for each Roof
Antenna Area prorated and paid for the duration of Tenant's use thereof.

- 2 -

from [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] through the Expiration
Date, inclusive, subject to possible change as a result of the exercise by
Tenant of one or more of the options provided for in Article VII.

"Base Rent Commencement Date" shall mean [MATERIAL OMITTED AND FILED
---------------------------
SEPARATELY WITH SEC], subject to postponement as provided in Subsection 2.03(d)
and/or 2.04(e) and/or to reflect any abatement which would otherwise be due
prior to the Base Rent Commencement Date pursuant to Section 23.02.

"Base Tax Year" shall mean the twelve (12) month period commencing
-------------
January 1, 1994 and ending December 31, 1994 unless the Base Rent Commencement
Date shall be deferred to a date later than January 1, 1996, in which case the
commencement and expiration of the Base Tax Year shall both be deferred by one
(1) full year to January 1, 1995 and December 31, 1995, respectively.

"Building" shall mean the building known as "Building B" and "Two
--------
World Financial Center" located on the Land in New York, New York, except for
the portions thereof referred to as the Retail Premises in and described on
Exhibit "A-2" to the Overlease.
- ------------

"Cancellation Option Space" shall mean all the space subleased by
-------------------------
Tenant on floor 8, 9 or 7 (if Tenant subleases all of floor 7 pursuant to
Section 7.01), or all the space subleased by Tenant on any combination of floors
C1, C2, 3 and 15 of the Subleased Premises or on any other floor or floors of
the Building containing any Expansion Option Space or Offer Premises which may
be subleased by Tenant pursuant to Section 7.01 before June 1, 2008 comprising
no more than [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] Rentable Square
Feet, provided that such space shall be contiguous to other floors occupied or
--------
subleased to third Persons by Landlord or one of its Affiliates.

"Cancellation Payment" shall mean, with respect to any Cancellation
--------------------
Option Space, the cost to Landlord of the Base Rent concession (which shall be
assumed to be $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] per Rentable
Square Foot for the Cancellation Option Space included in the initial Sublease
Premises), Tenant's Allowance (which shall be assumed to be $[MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] per Rentable Square Foot for the Cancellation
Option Space included in the initial Sublease Premises) and/or brokerage
commissions (which shall be assumed to be $[MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC] per Rentable Square Foot for the Cancellation Option Space
included in the initial Sublease Premises) payable by Landlord in connection
with such Cancellation Option Space that shall not have been amortized (on a
level-payment basis with interest at nine (9) percent per annum over a period
commencing on the Base Rent commencement date applicable to the space and ending
on the Expiration Date) as of the date of any partial

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cancellation of this Sublease with respect to such space pursuant to Section
7.02, plus Landlord's expected loss on any reletting of such space for a term
shorter than ten (10) years and three (3) months (which shall be assumed to be
six (6) times total monthly Rents as of June 1, 2003, nine (9) times total
monthly Rents as of June 1, 2004, twelve (12) times total monthly Rents as of
June 1, 2005, fifteen (15) times total monthly Rents as of June 1, 2006, and
eighteen (18) times total monthly Rents as of June 1, 2007.

"Expansion Option Space" shall mean (a) as to Tenant's first expansion
----------------------
option, approximately [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] Rentable
Square Feet of space on floor 7 (located in the gate-house area of floor 7 as
shown on the plan attached hereto as Exhibit A-3) of the Building; (b) as to
-----------
Tenant's second expansion option, either the remainder of the space on floor 7
of the Building (if Tenant shall have previously occupied the portion of floor 7
located as shown on Exhibit A-3 in connection with the exercise of its first
-----------
expansion option), or the portion of floor 7 of the Building located as shown on
Exhibit A-3 (if Tenant shall not have previously occupied any portion of floor 7
- -----------
in connection with the exercise of its first expansion option); and (c) as to
Tenant's third expansion option, either the remainder of the space on floor 7 of
the Building (if Tenant shall have previously occupied the portion of floor 7
located as shown on Exhibit A-3 in connection with the exercise of its first or
-----------
second expansion option), or the portion of floor 7 of the Building located as
shown on Exhibit A-3 (if Tenant shall not have previously occupied any portion
-----------
of floor 7 in connection with the exercise of its first or second expansion
option), or floor 11, 12 or 14 of the Building (if Tenant shall have previously
occupied all of floor 7 in connection with the exercise of its first and second
expansion options), to be selected by Landlord based on what in Landlord's
reasonable judgment would be best for both Landlord and Tenant.

"Expiration Date" shall mean [MATERIAL OMITTED AND FILED SEPARATELY
---------------
WITH SEC], or such earlier date on which this Sublease shall be cancelled or
terminated pursuant to any of the conditions or covenants of this Sublease, or
pursuant to the Overlease (except as provided in Section 10.19 thereof or in any
separate non-disturbance agreement among Overlandlord, Landlord and Tenant
entered into pursuant thereto) or pursuant to law.

"Free of violations" shall have the meaning given such term in
------------------
Subsection 2.03(c).

"Ground Rent" shall have the meaning given such term in the Overlease,
-----------
but Ground Rent (as used herein) shall expressly exclude Retail Rent (as defined
in the Ground Lease) and other amounts in excess of $[MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC] for 1993, $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
for 1994, $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for 1995,

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$[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for 1996, $[MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] for 1997, $[MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] for 1998, $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for 1999,
$[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for 2000 and $[MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC] for 2001 and later years during the
initial Term of this Sublease.

"Independent Auditor" shall mean a certified public accountant who is
-------------------
not an Affiliate of Landlord or Tenant, who has practiced for at least ten (10)
years and who is selected by Tenant and reasonably approved by Landlord.

"Messenger Reception Station" shall mean Landlord's existing messenger
---------------------------
reception facility on the street level of the Building, as the size and/or
location of such existing facility may be changed by Landlord from time to time
pursuant to Section 17.09.

"Offer Premises" shall mean all or any portion of the space in the
--------------
Building other than the Sublease Premises.

"Renewal Term" shall have the meaning this term is given in Section
------------
7.03.

"Rentable Square Feet", with respect to each full floor of the
--------------------
Building included in the Sublease Premises, shall mean the Rentable Square Feet
for the floor of the Building as set forth on Exhibit "I-1" to the Overlease;
and with respect to each partial floor of the Building included in the Sublease
Premises, shall mean a proportionate share of the total Rentable Square Feet for
the floor of the Building as set forth on Exhibit "I-1" to the Overlease such
that the aggregate of the Rentable Square Feet of all portions of the whole
floor of the Building shall be equal to the Rentable Square Feet for the whole
floor as set forth on Exhibit "I-1" to the Overlease. The rentable square
footage of all space Landlord has subleased to other subtenants in the Building
has been (and in the future will continue to be) defined and calculated as set
forth above. Except as provided herein, Tenant hereby acknowledges that it has
independently determined the space being leased hereunder, that no
representation, express or implied, has been or is being made by Landlord with
respect to square footage (rentable or otherwise) contained in the Sublease
Premises and that the term "Rentable Square Footage" is being defined and
employed herein only for purposes of making certain Rent calculations in the
express manner set forth herein.

"Roof Antenna Areas" shall mean one or more areas on the roof of the
------------------
Building which Tenant may be permitted to use from time to time, subject to
availability and approval by the Ground Lessor and Overlandlord, for the
installation and operation of one or more microwave dish antennas.

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"Stairway" shall mean any private stairway connecting floors 8 and 9
--------
of the Building.

"Sublease Premises" shall mean [MATERIAL OMITTED AND FILED SEPARATELY
-----------------
WITH SEC] Rentable Square Feet of space on floors C1, C2, 2 (the lobby level),
3, 8, 9, 10 and 15 of the Building as shown on the plans of floors C1, C2, 2, 3,
8, 9, 10 and 15 attached hereto as Exhibit A-1 together with any Stairway and
-----------
Visitor Reception Areas, and any Expansion Option Space or Offer Premises which
may hereafter be added to the Sublease Premises pursuant to Section 7.01.

"Tenant's Allowance" shall mean [MATERIAL OMITTED AND FILED SEPARATELY
------------------
WITH SEC] DOLLARS ($[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC])./5/


"Tenant's Electricity Charge" shall mean an amount equal to (i)
---------------------------
1/365th of $1.00 multiplied by the Rentable Square Feet of the Sublease Premises
per day for each day from the dates Tenant takes possession of each portion of
the Sublease Premises for the actual performance of Tenant's Work until the
dates Tenant takes possession of such portions of the Sublease Premises for the
operation of its business, and (ii) 1/365th of $2.00 multiplied by the Rentable
Square Feet of the Sublease Premises per day for each day from and after Tenant
takes possession of such portions of the Sublease Premises for the operation of
its business until Tenant's Submeters for such portions of the Sublease Premises
are installed.

"Tenant's Electricity Costs" shall mean an amount equal to (i)
--------------------------
Landlord's Average Cost Per Kilowatt Hour for any relevant billing period,
multiplied by (ii) the total kilowatt hours of electricity used in the Sublease
Premises during such billing period, as measured by (x) Tenant's Submeters, and
(y) a survey of Tenant's electricity usage in any Nonmetered Space in the
Sublease Premises made in accordance with Subsection 5.02(c).

- ----------

/5/ This amount equals $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] times
the [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] of Rentable Square Feet
of the Sublease Premises on floors 2 (minus the 420 Rentable Square Feet
shown as Area B and the [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
Rentable Square Feet included in the Visitor Reception Areas shown as Areas
D and E on Exhibit A-1-3), 3, 8, 9, 10 and 15 of the Building plus
-------------
$[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] times the [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC] of Rentable Square Feet of the
Sublease Premises on floors C1 and C2 of the Building and the further sums
of $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for Tenant's
improvements to the Visitor Reception Areas, etc. on the lobby level (floor
2) of the Building, $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for
demolition work as provided in Subsection 2.03(a) and $[MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC] for demising walls, ADA compliance, etc.,
throughout the Sublease Premises.

- 6 -

"Tenant's Proportionate Share" shall mean the result, expressed as a
----------------------------
percentage, obtained by dividing the Rentable Square Feet of the Sublease
Premises on floors 3, 8, 9, 10 and 15 of the Building plus any Expansion Option
Space and Offer Premises which may be added to the Sublease Premises pursuant to
Section 7.01 by the Rentable Square Feet of the Office Premises and rounding the
result to the fifth (5th) significant digit, as such result may be decreased or
increased solely by reason of Casualty, Condemnation or the exercise of Tenant's
options set forth in Article VII of this Sublease. The proportionate shares of
all other subtenants of Landlord in the Building who have subleases from
Landlord have been (and in the future will continue to be )defined and
calculated as set forth above. From the date hereof, Tenant's Proportionate
Share will mean [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] percent/6/
(except as the same may be decreased by reason of Casualty or Condemnation).

"Tenant's Signage" shall mean the signs more particularly described
----------------
and shown on the list of plans attached as Schedule A-2 hereto which Tenant
------------
desires to install on the lobby level (floor 2) and at the West Street entrance
to the Building.

"Term" shall mean the period of time commencing on the Possession Date
----
applicable to each portion of the Sublease Premises according to Section 2.03
and expiring at 11:59 p.m. on the Expiration Date, plus any Renewal Term which
may be elected by Tenant pursuant to Section 7.03.

"Term Fraction" shall have the meaning given to such term in
-------------
Subsubsection 7.01(b)(ii).

"Untenantable" and "Untenantable Space" shall have the meanings given
------------ ------------------
such terms in Section 22.01.

"Visitor Reception Areas" shall mean approximately 518 square feet of
-----------------------
space on the lobby level (floor 2) of the Building located in the areas shown
as Areas D and E on the plan of floor 2 attached as Exhibit A-1-3 to this
-------------
Sublease.

SECTION 1.02 Other Defined Terms. As used herein, the following
-------------------
other terms shall have the respective meanings set forth below:

- ----------

/6/ This percentage equals the quotient of the [MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC] of Rentable Square Feet of the Sublease Premises on
floors 3, 8, 9, 10 and 15 of the Building divided by the [MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] Rentable Square Feet of the Office Premises
(set forth on Exhibit "I-1" to the Overlease) and rounded to the fifth (5th)
significant digit.

- 7 -

"Additional Rent" shall have the meaning given such term in Section
---------------
3.02.

"Affiliate", when used with respect to any Person, shall mean a Person
---------
that, directly or indirectly, controls, is controlled by or is under common
control with such Person. When used with respect to Tenant, the term shall also
mean any partnership, association, limited liability company or partnership or
other business entity which succeeds to and continues the operation of Tenant's
business following any reorganization or reformation of Tenant's present legal
structure as a result of the death or withdrawal of Tenant's existing partners,
the admission of new partners, the change of the Tenant's legal domicile, the
merger or consolidation of Tenant with another business entity, or any other
similar event. For purposes of the foregoing definition, "control" (including
"control by" and "under common control with"), when used with respect to a
Person that is a corporation, shall be deemed to exist by reason of ownership of
not less than fifty-one percent (51%) in voting points of all classes of
authorized and outstanding voting stock of a corporation, and when used with
respect to a Person that is a partnership, tenancy-in-common or other business
entity, not less than fifty-one percent (51%) of all of the legal and equitable
interests in a partnership, tenancy-in-common or other business entity
(determined without regard to cash flow preferences and similar items).

"Alterations" shall have the meaning given such term in Section 14.01.
-----------

"Applicable Engineer of Record", as used herein, shall mean Flack &
-----------------------------
Kurtz Consulting Engineers with respect to mechanical, electrical, fire and life
safety and plumbing issues, and Lev Zetlin Associates, Inc. with respect to
structural engineering issues, and any other company or companies mutually
agreed upon by Landlord and Overlandlord, provided that if the issue in question
appears not to affect any of the foregoing issues or systems, then Flack & Kurtz
Consulting Engineers or the successor thereto mutually agreed-upon by Landlord
and Overlandlord (it being acknowledged by Landlord that Tenant shall not be
obligated to use the Applicable Engineer of Record for the actual performance of
architectural or contractor services in connection with Tenant's Work or any
Alterations hereunder).

"Assignment Profit" shall have the meaning given such term in
-----------------
Subsection 10.11(a)(i).

"Base Operating Amount" shall have the meaning given such term in
---------------------
Subsection 4.01(b) during the initial Term of this Sublease; and shall mean zero
($0.00) during any Renewal Term.

- 8 -

"Building Systems" shall mean the following systems servicing the
----------------
Building: life safety (including Class E and emergency generator); base
Building HVAC; base Building electric; base Building plumbing and standpipes;
base Building management systems; and service and passenger elevators.

"Business Days" shall have the meaning given such term in Section
-------------
17.01.

"Business Hours" shall have the meaning given such term in Section
--------------
17.01.

"Cafeteria" shall have the meaning given such term in Section 17.13.
---------

"Casualty" shall have the meaning given such term in Section 23.01.
--------

"Charges" shall have the meaning given such term in Section 3.07 of
-------
the Overlease.

"Communications" shall have the meaning given such term in Section
--------------
28.01.

"Condemnation" shall have the meaning given such term in Section
------------
23.01.

"Consumer Price Index" shall mean the Consumer Price Index for All
--------------------
Urban Consumers published by the Bureau of Labor Statistics of the United States
Department of Labor, New York, N.Y. - Northeastern N.J. Area. All Items (1982-84
= 100), or any successor index thereto, appropriately adjusted. If the Consumer
Price Index is converted to a different standard reference base or otherwise
revised, then whenever the determination of a Consumer Price Index figure is
called for herein, the Consumer Price Index shall be converted in accordance
with the conversion factors published by the United States Department of Labor,
Bureau of Labor Statistics, or, if said Bureau shall not publish the same, as
the same may be published by Prentice-Hall, Inc. or any other nationally
recognized publisher of similar statistical information mutually satisfactory to
Landlord and Tenant. If the Consumer Price Index ceases to be published, and
there is no successor thereto, such other index as the Landlord and the Tenant
shall agree upon in writing shall be substituted for the Consumer Price Index.

"CPI Adjustment" shall mean an adjustment of a numerical quantity
--------------
which shall be made by first multiplying the number to be adjusted by the
Consumer Price Index in effect as of the date the adjustment is to be made and
then dividing the resulting product by the Consumer Price Index in effect as of
the date of this Sublease

- 9 -

or as of such other date as may otherwise be specified herein as the base date
to be used for the purpose of making such adjustment.

"Contractor" shall have the meaning given such term in Section 11.03.
----------

"Deficiency" shall have the meaning given such term in Subsection (e)
----------
of Section 20.04.

"Electricity Billing Period" shall have the meaning given such term in
--------------------------
Subsection 5.01(c).

"Electricity Rent Inclusion Factor" and "ERIF" shall, if they become
--------------------------------- ----
operative, have the meanings given to these terms on Exhibit C hereto.
---------

"Event Beyond Landlord's Control" shall mean strikes, labor troubles,
-------------------------------
acts of God, enemy action, civil commotion, unavailability of materials and
supplies, or any similar cause whatsoever (not including Landlord's insolvency
or financial condition) reasonably beyond Landlord's control despite use of
Landlord's Reasonable Efforts, including but not limited to any governmental
preemption in connection with an emergency, any Legal or Insurance Requirement,
or any inability of Landlord, despite use of Landlord's Reasonable Efforts, to
take any action which Landlord is required to take under this Sublease due to
any requirement of the Overlease or other Superior Instrument or any actions by
any Superior Party.

"Event of Default" shall have the meaning given such term in Section
----------------
20.01.

"Exclusive Services" shall have the meaning given such term in Section
------------------
16.01.

"Extra Personnel" shall have the meaning given such term in Subsection
---------------
2.05(e).

"Governmental Authority" shall mean the United States of America, the
----------------------
State of New York, New York City and any agency, department, commission, board,
bureau, instrumentality or political subdivision of any of the foregoing, now
existing or hereafter created, having jurisdiction over the Premises or any
portion thereof, other than Battery Park City Authority or its successor or
assign acting in its capacity as landlord under the Ground Lease.

"Ground Lease" shall mean, at the time in question, the Agreement of
------------
Severance Lease demising the Land and the Building made as of June 15, 1983 by
Battery Park City Authority as landlord to Olympia & York Battery Park Company
as tenant, a Memorandum of which lease was recorded in the Office of the
Register of New York City

- 10 -

(New York County) on June 20, 1983 on Reel 696 at Page 495, and which was
assigned by Olympia & York Battery Park Company to Overlandlord by an Assignment
and Assumption of Severance Lease dated as of October 7, 1983 and recorded in
said Register's Office on October 7, 1983 on Reel 724 at Page 1258, (a) as the
same hereafter may be extended, renewed, modified or amended from time to time,
or (b) as the same may hereafter be superseded or replaced by any lease entered
into pursuant to Subsection 10.09(d) or Section 10.15 of the Severance Lease
described above in this definition; and any reference in this Sublease to an
Article or Section of the Ground Lease shall mean the particular Article or
Section of such Severance Lease or any lease entered into pursuant to said
Subsection 10.09(d) or Section 10.15 of such Severance Lease, as the case may
be.

"Ground Lessor" shall mean the lessor at the time in question under
-------------
the Ground Lease.

"HVAC" shall have the meaning given this term in Subsection 17.01(a).
----

"Impositions" shall mean all of the following items (which are imposed
-----------
by any entity other than Battery Park City Authority or any corporate successor
to or subsidiary of Battery Park City Authority and which are not applicable
solely to Battery Park City or properties which are exempt from the payment of
Tax, or lessees of the foregoing): (a) real property assessments (not including
Taxes or Charges except as otherwise provided in Section 4.03 of the Overlease),
(b) personal property taxes, (c) occupancy and rent taxes, (d) water, water
meter and sewer rents, rates and charges, (e) excises, (f) levies, (g) license
and permit fees, (h) service charges with respect to police protection, fire
protection, street and highway maintenance, construction and lighting,
sanitation and water supply, if any, (i) fines, penalties and other similar or
like governmental charges applicable to the foregoing and any interest or costs
with respect thereto, except to the extent incurred by reason of Landlord's
wrongful act or omission or Landlord's failure fully and promptly to comply with
its obligations under the Overlease, (j) any and all other governmental levies,
fees, rents, assessments, taxes and charges required to be paid by Landlord as
tenant under Article 4 of the Overlease, and (k) any interest or costs with
respect thereto (except to the extent such interest or costs are incurred by
reason of Landlord's wrongful act or omission or Landlord's failure fully and
promptly to comply with its obligations under the Overlease), to the extent that
-------------
such items listed in clauses (a) through (j) of this definition are during the
Term, or would be if the Premises or any part thereof or the owner thereof were
not exempt therefrom, (i) assessed, levied, confirmed, imposed upon, payable out
of or in respect of, or charged with respect to, the Premises or the use and
occupancy thereof, and are or would also be (ii) encumbrances or liens (except
to the extent created or resulting from any indebtedness of Landlord or
Overlandlord, including any

- 11 -

indebtedness for mortgage tax) on (v) the Premises, (w) any vault, passageway or
space in or under the sidewalks or streets in front of or adjoining the Premises
which is not a Civic Facility (as defined in the Overlease) or an easement
created under the Port Authority Easement Agreement (as defined in the
Overlease), (x) any other appurtenances of the Premises, (y) any personal
property, equipment or other facility used in the operation thereof, or (z) the
rental (or any portion thereof) payable by Landlord under the Overlease.
Impositions shall not include, however, any New York City Rent or Occupancy
Taxes imposed on or payable by Landlord or Overlandlord.

"Insurance Requirements" shall have the meaning given such term in
----------------------
Section 12.02.

"Land" shall mean the parcel of land known and more particularly
----
described as Parcel B on Exhibit "A-1" to the Overlease.
------------

"Landlord" shall mean, on the date hereof, Merrill Lynch/WFC/L, Inc.,
--------
and thereafter shall mean only the holder of the Landlord's interests as tenant
under the Overlease and as Landlord under this Sublease at the time in question.

"Landlord's Average Cost Per Kilowatt Hour" shall mean an amount
-----------------------------------------
equal to the total dollar amount billed by the public utility servicing the
Building for the relevant Electricity Billing Period (including any taxes, fuel
rate adjustments, demand charges and surcharges), divided by the total kilowatt
hours of electricity used at the Building for such billing period determined by
reference to the utility company meter or meters measuring the same, carried to
six (6) decimal places, plus a "line loss" factor of two and one-half (2.5)
percent (so long as such "line loss" factor shall be charged to and payable by
all other submetered subtenants of Landlord in the Building).

"Landlord's Reasonable Efforts" shall mean that (i) Landlord shall
-----------------------------
make reasonable good faith efforts to timely enforce its rights under the
Overlease or other agreement in question that are applicable to the matter in
question (without, however, incurring thereby any liabilities or out-of-pocket
third-party expenses not otherwise provided for in this Sublease unless Tenant
agrees to reimburse Landlord as Additional Rent for such costs and expenses,
including reasonable attorneys' fees and disbursements, in which case Landlord
shall incur such liabilities or expenses on Tenant's behalf upon Tenant's
written request), and (ii) in connection with an action to be taken that is not
the enforcement of rights under the Overlease or another agreement, shall mean
that Landlord shall make reasonable good faith efforts to accomplish the action
in question (without, however, incurring thereby any liabilities or out-of-
pocket third-party expenses not otherwise provided for in this Sublease unless
Tenant agrees to reimburse Landlord as Additional Rent for such costs and
expenses, including

- 12 -

reasonable attorneys' fees and disbursements, in which case Landlord shall incur
such liabilities or expenses on Tenant's behalf upon Tenant's written request).

"Late Charge" shall have the meaning given such term in Section 3.04.
-----------

"Late Charge Rate" shall have the meaning given such term in Section
----------------
3.04.

"Legal Requirements" shall have the meaning given such term in
------------------
Subsection 11.01(b).

"Management Fees", with respect to each Sublease Year, shall mean
---------------
Tenant's Proportionate Share of the actual costs paid by Landlord to any third-
party manager of the Office Premises that is not an Affiliate of Landlord (it
being agreed that the management by Overlandlord of certain portions of the
common areas of the Building does not constitute third-party management of the
Office Premises), provided, however, if no such non-Affiliated third-party
-------- -------
manager of the Office Premises shall be employed by Landlord, then Management
Fees shall be three percent (3%) of the other Operating Expenses for such
Sublease Year (so long as such three percent (3%) fee shall be charged to and
payable by all other subtenants of Landlord in the Building that pay a
management fee based on a percentage of other Operating Expenses).

"Nonmetered Space" shall have the meaning given such term in Section
----------------
5.02.

"Nondisturbance Agreements" shall mean (a) the Non-Disturbance,
-------------------------
Recognition and Attornment Agreement dated as of September 29, 1988 between
Battery Park City Authority and Merrill/Lynch/WFC/L, Inc. recorded on October 4,
1988, on Reel 1473 at Page 2226 in the Office of the Register of the City of New
York (New York County); and (b) the Nondisturbance, Recognition and Attornment
Agreement dated as of September 29, 1988 between Bankers Trust and Merrill
Lynch/WFC/L, Inc. recorded on October 4, 1988 on Reel 1473 at Page 2205 in the
Office of the Register of the City of New York (New York County).

"Notice Date" shall have the meaning given such term in Subsection
-----------
23.03(b).

"Occupancy Date" shall have the meaning given such term in Section
--------------
17.13.

"Office Premises" shall mean floors numbered three (3) through forty-
---------------
four (44) in the Building.

- 13 -

"Operating Expenses" shall have the meaning given such term in
------------------
Subsection 4.01(b).

"Operating Estimate" shall have the meaning given such term in Section
------------------
4.04.

"Operating Statement" shall have the meaning given such term in
-------------------
Subsection 4.05(a).

"Overlandlord" shall mean, on the date hereof, Olympia & York Tower B
------------
Company, and thereafter shall mean only the holder of the landlord's interest
under the Overlease at the time in question.

"Overlease" shall mean the Agreement of Lease between Olympia & York
---------
Tower B Company, as lessor, and Landlord, as lessee, dated as of September 29,
1988.

"Overtime Period" shall have the meaning given such term in Subsection
---------------
17.01(a).

"Payment Date" shall have the meaning given such term in Subsection
------------
3.01(b).

"Person" shall mean and include an individual, corporation,
------
partnership, joint venture, estate, trust, unincorporated association, any
federal, state, county or municipal government or any bureau, department,
authority or agency thereof.

"PILOT" shall have the meaning given such term in the Overlease.
-----

"PILOT Charges" shall have the meaning given such term in Subsection
-------------
4.01(d).

"PILOT Payment Date" shall have the meaning given such term in
------------------
Subsection 4.06(a).

"PILOT Statement" shall have the meaning given such term in Subsection
---------------
4.06(a).

"Possession Date" shall have the meaning given such term with respect
---------------
to various portions of the Subleased Premises and the Expansion Option Space on
floor 7 of the Building in Subsections 2.03(a), 2.03(c) and 7.01(a).

"Premises" shall mean the Land and the Building.
--------

"Prime Rate" shall mean the average, at the time in question, of the
----------
rates announced as their respective prime rates by Citibank, N.A. and Chemical
Bank or their respective successors, and if such prime rates shall cease to be
so announced, then the term

- 14 -

"Prime Rate" shall mean the prime rate for large commercial banks reported in
the WALL STREET JOURNAL. Any interest payable with reference to the Prime Rate
shall be adjusted on a daily basis, based upon the Prime Rate in effect at the
time in question, and shall be calculated with respect to the actual number of
days elapsed on the basis of a 365-day year.

"Project" shall mean the "World Financial Center" project of which the
-------
Building is a part, which comprises, inter alia, Buildings A, B, C and D
(respectively, the Dow Jones/Oppenheimer Building, the Building, the American
Express Building, and Merrill Lynch World Headquarters (North Tower)), as well
as the Wintergarden, the pedestrian bridges and the cove.

"Project Operating Agreement" shall mean the Project Operating
---------------------------
Agreement dated as of June 15, 1983, among Battery Park City Authority, Olympia
& York Battery Park Company, American Express Company, Shearson/American
Express, Inc., American Express International Banking Corporation, and American
Express Travel Related Services Company, Inc., recorded in the Office of the
Register of New York City (New York County) on June 20, 1983, in Reel 696, at
Page 597, as the same may hereafter be amended.

"Project Operating Charges" shall mean any amounts payable or costs
-------------------------
incurred by Landlord in the performance of its obligations under the Overlease
with respect to the Project Operating Agreement (excluding amounts directly
attributable to defaults by Landlord in compliance with the terms of the Project
Operating Agreement which are not directly attributable to defaults by Tenant
under this Sublease).

"Rent" shall have the meaning given such term in Section 3.03.
----

"Rentable Square Feet of the Retail Premises" shall have the meaning
-------------------------------------------
given such term in the Overlease and the Amended and Restated Retail and Storage
Lease between Overlandlord, as lessor, and affiliate of Overlandlord, as lessee.

"Repairs" shall have the meaning given such term in Section 16.01.
-------

"Retail Premises" shall mean certain portions of the Building as shown
---------------
on the drawings referred to on Exhibit H-1-X to the Overlease.
-------------

"Rules and Regulations" shall have the meaning given such term in
---------------------
Section 13.01.

"Subject to CPI Adjustment", with reference to a specified amount,
-------------------------
means the specified amount, multiplied by a fraction, the

- 15 -

numerator of which shall be the Consumer Price Index for the calendar month
preceding the date on which such amount is to be adjusted under the provision in
question, and the denominator of which is the Consumer Price Index for December
1, 1993.

"Sublease Year" shall mean each calendar year that shall include any
-------------
part of the Term.

"Substantial Completion" shall mean, with respect to the completion of
----------------------
Landlord's or Tenant's Work, completion of substantially all of such work in
substantial accordance with approved plans or specifications for such work
except for minor or insubstantial items or elements of such work the
incompletion of which does not preclude the issuance of a temporary certificate
of occupancy for or the practical use and occupancy of the space in which such
work was performed.

"Subsubleasing Profit" shall have the meaning given such term in
--------------------
Subsection 10.11(a)(ii).

"Subsublease" shall have the meaning given such term in Section 10.12.
-----------

"Subtenant" shall have the meaning given such term in Section 10.03.
---------

"Superior Instrument" shall have the meaning given such term in
-------------------
Subsection 8.01(a).

"Superior Interest" shall have the meaning given such term in
-----------------
Subsection 8.01(a).

"Superior Mortgage" shall have the meaning given such term in
-----------------
Subsection 8.01(a).

"Superior Mortgagee" shall have the meaning given such term in
------------------
Subsection 8.01(a).

"Superior Party" shall have the meaning given such term in Subsection
--------------
8.01(a).

"Tax Year" shall mean the 12-month period commencing on July 1 and
--------
ending on the next following June 30, or any portion thereof, and each
succeeding 12-month period, or any portion thereof, prior to the end of the
Term.

"Taxes" shall have the meaning given such term in the Overlease.
-----

"Tenant" shall mean the Person named as Tenant on the cover page and
------
in the introductory paragraph hereof, and any

- 16 -

successor and assign thereof (provided that nothing in this definition shall be
construed as permitting any assignment or subletting otherwise prohibited by the
terms of this Sublease).

"Tenant's Contractors" shall have the meaning given such term in
--------------------
Subsection 2.05(a).

"Tenant's Electricity Bill" shall have the meaning given such term in
-------------------------
Section 5.01.

"Tenant's Electricity Payment" shall have the meaning given such term
----------------------------
in Subsection 5.01(c).

"Tenant's Operating Payment" shall have the meaning given such term in
--------------------------
Section 4.03.

"Tenant's PILOT Payment" shall have the meaning given such term in
----------------------
Subsection 4.06(a).

"Tenant's Plans" shall have the meaning given such term in Subsection
--------------
2.04(a).

"Tenant's Property" shall have the meaning given such term in Section
-----------------
15.02.

"Tenant's Submeters" shall mean the electricity submeters to be
------------------
installed by Landlord pursuant to Subsection 5.02(a) and any additional
electricity submeters which Tenant may be required to install in accordance with
Subsection 5.02(b) hereof.

"Tenant's Users" shall have the meaning given such term in Section
--------------
17.13.

"Tenant's Work" shall have the meaning given such term in Subsection
-------------
2.04(a).

"Unavoidable Delays" shall mean delays incurred by Tenant due to (i)
------------------
strikes, labor troubles, acts of God, enemy action, civil commotion, or the
inability to obtain materials and supplies, (ii) the wrongful failure of
Landlord (as determined by arbitration pursuant to this Sublease) to grant any
consent or approval to Tenant, (iii) fire or other casualty, (iv) other causes
beyond the reasonable control of Tenant (not including Tenant's insolvency or
financial condition), including, but not limited to, any governmental preemption
in connection with an emergency, any Legal Requirement, Insurance Requirement,
or Landlord's inability to act due to any requirement of the Overlease or other
Superior Instrument, and (v) the breach or default of Landlord in the
performance of its obligations under this Sublease, which, in each instance,
unreasonably interferes with Tenant's proceeding to perform an obligation of
Tenant hereunder.

- 17 -

SECTION 1.03 General Terms. (a) The terms "hereof," "herein" and
-------------
"hereunder," and words of similar import, shall be construed to refer to this
Sublease as a whole (including the annexed Exhibits), and not to any particular
Article, Section, Exhibit or provision, unless expressly so stated.

(b) All words or terms used in this Sublease, regardless of the
number or gender in which they are used, shall be deemed to include any other
number and any other gender, as the context may require.

(c) The terms "including," "include" and words of similar import
shall be deemed to be followed by the words "without limitation."

ARTICLE II
PREMISES; TERM OF SUBLEASE

SECTION 2.01 Premises Demised. Landlord hereby demises and subleases
----------------
to Tenant, and Tenant hereby hires and subleases from Landlord, the Sublease
Premises, together with rights and easements to use, in common with Landlord and
various other subtenants of Landlord, the Messenger Reception Station for the
receipt of packages and other deliveries, Landlord's security turnstiles or
other devices installed by Landlord for control access to the elevators in the
main and mini-core lobbies, Landlord's mail-conveyor and dumbwaiter apparatus
for the receipt, processing and distribution of mail and files, and various
portions of the common areas and facilities of the Premises for ingress, egress
and other purposes, all as may be reasonable and necessary for the proper use
and enjoyment of the Sublease Premises, upon and subject to all of the terms,
covenants, rentals and conditions provided for herein (and/or in separate
agreements between Landlord and Tenant which may be entered into from time to
time with regard to the use of special facilities and apparatus such as
Landlord's security turnstiles, mail-conveyor and/or dumbwaiter).

SECTION 2.02 Term. This Sublease shall have a Term commencing as to
----
the Sublease Premises and the first Expansion Option Space (if Tenant exercises
its option to sublease such space pursuant to Section 7.01) on the respective
Possession Dates specified in Subsections 2.03(a), 2.03(c) and 7.01(a) and
expiring at 11:59 p.m. on the Expiration Date.

SECTION 2.03 Delivery of the Sublease Premises. (a) Subject to
---------------------------------
Subsection 2.03(b) and Section 2.06, Landlord shall deliver the portions of the
Sublease Premises on floors C1, C2, 2, 3, 10 and 15 of the Building to Tenant
broom clean and free of violations of any Legal or Insurance Requirements but in
their current "as-is" condition on the date (the "Possession Date" for said
---------------
portions of the Sublease Premises) on which Overlandlord shall issue

- 18 -

its consent to this Sublease (in substantially the form attached as Exhibit B
---------
hereto) and to Tenant's Signage for the West Street entrance to the Building.
Landlord shall use Landlord's Reasonable Efforts (and shall pay the costs of the
reasonable efforts of Landlord's legal counsel) to obtain Overlandlord's consent
to this Sublease. If Overlandlord shall fail to execute and deliver such consent
within sixty (60) days after the execution and delivery of this Sublease, then
either Landlord (provided it shall have used Landlord's Reasonable Efforts to
obtain Overlandlord's consent to this Sublease) or Tenant shall have a right, by
written notice to the other, to terminate this Sublease and all of Landlord's
and Tenant's respective rights and obligations hereunder (except under Section
18.01), upon the giving of fifteen (15) days' written notice and the failure of
such consent to be executed and delivered by Overlandlord prior to the
expiration of such 15-day period. If either party shall terminate this Sublease
in the manner provided above in this Subsection 2.03(a), then this Sublease and
all of the rights and obligations of the parties hereunder shall terminate and
neither party shall have any liability to the other (except pursuant to Section
18.01).

(b) The failure of Overlandlord to execute and deliver Overlandlord's
consent to this Sublease because of any acts or omissions of Landlord (other
than a failure by Landlord to use Landlord's Reasonable Efforts to obtain
Overlandlord's consent to this Sublease in the manner required under Subsection
2.03(a)), Overlandlord or their respective agents, or for any other reason
whatsoever (including the occurrence of any of the events described in Section
25.01 hereof), shall not subject Landlord to any liability; and, unless this
Sublease is terminated by Landlord or Tenant as specifically provided in
Subsection 2.03(a), the validity of this Sublease shall not be impaired under
such circumstances. Except as provided in Subsection 2.03(d), Landlord shall
not be liable to Tenant for any loss, claim, damage, cost or expense Tenant may
incur or suffer by reason of Landlord's inability to deliver possession
(including any additional rent or holdover charges incurred by reason of
Tenant's space needs).

(c) Provided that the Possession Date shall have occurred with
respect to the portions of the Sublease Premises on floors C1, C2, 2, 3, 10 and
15 of the Building and subject to Section 2.06, Landlord shall deliver the
balance (floors 8 and 9) of the Sublease Premises to Tenant broom clean and
free of violations of Legal and Insurance Requirements but in their current "as
is" condition on or before [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] (the
"Possession Date" for said portions of the Sublease Premises). "Free of
--------------- -------
violations" of Legal and Insurance Requirements shall require among other things
- ----------
that, at the time possession of each portion of the Sublease Premises is
delivered by Landlord to Tenant, there shall not exist any uncured notices of
any violations of any Legal or Insurance Requirements and that a valid temporary
certificate of

- 19 -

occupancy for such portion of the Sublease Premises shall be in effect. "As is"
-----
condition shall mean the condition of the Sublease Premises (including the
equipment therein which shall be left in place by Landlord) on the date of this
Sublease, subject to ordinary wear and tear between the date hereof and the date
of delivery to Tenant of actual possession of each portion of the Sublease
Premises (but not casualty damage or deterioration resulting from failure by
Landlord to perform maintenance and repairs which Landlord is required to
perform pursuant to Subsection 16.01(a) and Section 16.02); but such condition
shall not mean that any furniture or below-ceiling-height movable partitions
currently located in any portion of the Sublease Premises shall be subleased or
otherwise made available by Landlord to Tenant pursuant to this Sublease. Tenant
shall demolish and remove partitions and other tenant improvements currently
existing in the Sublease Premises according to Tenant's demolition Plans in
consideration of the amount included in Tenant's Allowance (as specified in the
footnote to the definition of Tenant's Allowance in Section 1.01) for demolition
work throughout the Sublease Premises.

(d) The Base Rent Commencement Date for the entire Sublease Premises
and/or the commencement and expiration of the Base Operating and Tax Years shall
be subject to postponement in certain circumstances as follows:

(i) If the Possession Date for floors C1, C2, 2, 3, 10 and 15 of the
Sublease Premises does not occur within ninety (90) days after the date of
this Sublease, or if Landlord fails to deliver to Tenant actual possession
of floors C1, C2, 2, 3, 10 and 15 of the Sublease Premises in the manner
required by Section 2.03(a) one (1) Business Day after the Possession Date
specified in Subsection 2.03(a), or if Landlord fails to deliver to Tenant
actual possession of floors 8 and 9 of the Sublease Premises by the
Possession Date and in the manner specified in Subsection 2.03(c), then the
Base Rent Commencement Date for the entire Sublease Premises shall be
postponed by the least whole number of days equal to or greater than the
sum of the product(s) of (A) the number(s) of days occurring not more than
ninety (90) days after the Possession Date specified in Subsection 2.03(a)
for floors C1, C2, 2, 3, 10 and 15 of the Sublease Premises, or on or
before [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] for floors 8 and 9
of the Sublease Premises, that delivery of possession of each such portion
of the Sublease Premises is delayed multiplied by (B) the number(s) of
Rentable Square Feet of floors 2, 3, 8, 9, 10 and/or 15 of the Sublease
Premises or (C) one-half (1/2) of the number(s) of Rentable Square Feet of
floors C1 and/or C2 of the Sublease Premises, respectively, as to which
delivery of

- 20 -

possession of any parts of such floors is delayed, and then divided by (D)
the [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] Rentable Square Feet
of the entire Sublease Premises.

(ii) If Landlord fails to deliver actual possession of floors C1, C2,
2, 3, 10 and 15 of the Sublease Premises to Tenant in the manner specified
in Subsection 2.03(a) within ninety (90) days after the Possession Date for
such floors specified in Subsection 2.03(a) or any one or more of floors 8
and 9 of the Sublease Premises to Tenant in the manner specified in
Subsection 2.03(c) by [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC], the
Base Rent Commencement Date for the entire Sublease Premises shall be
further postponed for the whole number of days that delivery of possession
of any one or more of floors 8 and 9 shall be delayed beyond July 1, 1994.

(iii) If the Base Rent Commencement Date for the entire Sublease
Premises shall be postponed to a date later than January 1, 1996, the
commencement and expiration of the Base Operating and Tax Years shall both
be deferred by one (1) full year to January 1, 1995 and December 31, 1995,
respectively.

(iv) If any casualties or other events shall occur prior to the Base
Rent Commencement Date for the Sublease Premises as a result of which
Tenant would have been entitled to an abatement of Rents pursuant to
Article XXII or XXIII if the Base Rent Commencement Date for the Sublease
Premises had already occurred, then the Base Rent Commencement Date for the
entire Sublease Premises shall be further postponed by the least whole
number of days equal to or greater than the sum of the product(s) of the
number(s) of days that Tenant would otherwise have been entitled to an
abatement of Rents with respect to each floor of the Sublease Premises
multiplied (A) by the number(s) of Rentable Square Feet of the floors 2, 3,
8, 9, 10 and/or 15 of the Sublease Premises or (B) one-half (1/2) of the
number(s) of Rentable Square Feet of floors C1 and/or C2 of the Sublease
Premises, respectively, as to which Tenant would otherwise have been
entitled to such an abatement of Rents, and (C) divided by the [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC] Rentable Square Feet of the entire
Sublease Premises.

(v) If Landlord fails to cause any of Landlord's work described in
Subsection 2.06(a) that is performed by Landlord (and not by Tenant at
Landlord's expense) to be substantially completed no later than the date of
Substantial Completion of Tenant's Work on each floor of

- 21 -

the Sublease Premises on which such Landlord's work is to be done or if the
performance of such Landlord's work delays the Substantial Completion of
such Tenant's Work, then the Base Rent Commencement Date for the entire
Sublease Premises shall be postponed even further by the least whole number
of days equal to or greater than the sum of the product(s) of the number(s)
of days that (X) Substantial Completion of such work to be done by Landlord
on each floor of the Sublease Premises is delayed beyond the date of
Substantial Completion of Tenant's Work on each floor of the Sublease
Premises on which such Landlord's work is to be done and (Y) Substantial
Completion of such Tenant's Work is delayed by performance of such
Landlord's work, multiplied by (A) the number(s) of Rentable Square Feet of
floors 2, 3, 8, 9, 10 and/or 15 of the Sublease Premises or (C) one-half
(1/2) of the number(s) of Rentable Square Feet of floors C1 and/or C2 of
the Sublease Premises, respectively, as to which Substantial Completion of
such Landlord's work is delayed, and divided by (C) the [MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] Rentable Square Feet of the entire Sublease
Premises.

The provisions of this Subsection 2.03(d) are intended to constitute "an express
provision to the contrary" within the meaning of Section 223-a of the Real
Property Law of the State of New York.

SECTION 2.04 Tenant's Plans. (a) Tenant shall, at Tenant's sole
--------------
cost and expense, cause a licensed architect and/or licensed engineer to prepare
detailed plans and specifications, including layout, architectural, mechanical,
electrical and structural drawings, for all facilities, materials and work that
Tenant requires to render the Sublease Premises suitable for Tenant's initial
occupancy. (The plans and specifications caused to be prepared by Tenant
pursuant to this Subsection 2.04(a), and any changes therein, are herein called
"Tenant's Plans", and the facilities, materials and work shown or described in
--------------
Tenant's Plans together with Tenant's Signage are herein called "Tenant's
--------
Work".) The plans and specifications for the mechanical, electrical and
structural engineering aspects of Tenant's Work shall be subject to prior review
and approval by Landlord, Overlandlord (to the extent required pursuant to
Article 13 of the Overlease) and Ground Lessor (to the extent required pursuant
to Article 11 of the Ground Lease). In applying for such approvals, Tenant shall
submit to Landlord for signature one set of sepia transparencies and four sets
of prints of each portion of Tenant's Plans and any changes therein, including
any plans, specifications or applications for work to be done that are to be
filed with the Department of Buildings of the City of New York and any other
Governmental Authorities having jurisdiction thereover and any other plans and
specifications reasonably requested by

- 22 -

Landlord (but the same shall not be so filed without the above-described
approvals and signature).

(b) Landlord shall not unreasonably withhold its approval of Tenant's
Plans or Signage (or any changes therein subsequent to such approval), and any
disapproval by Landlord shall specify in reasonable detail the grounds for such
disapproval. Provided that Tenant's Plans and Signage comply with the
provisions of this Sublease with respect to the submission of Tenant's Plans
(including Exhibit D-2), Landlord agrees that its failure to notify Tenant of
-----------
Landlord's disapproval of such Tenant's Plans and Signage on or before the
twentieth (20th) Business Day after the same have been so submitted shall
constitute Landlord's deemed approval of such Tenant's Plans and Signage except
to the extent that the same do not comply with Legal Requirements (but such
deemed approval shall not be deemed approval by Overlandlord or Ground Lessor).
Without limiting the grounds on which Landlord may reasonably withhold its
approval of Tenant's Plans and Signage but subject to Subsection 2.04(c), it
shall be deemed reasonable for Landlord to withhold such approval if Tenant's
Plans or Signage or any changes therein are disapproved by Overlandlord (to the
extent its approval is required pursuant to Article 13 of the Overlease) and
Ground Lessor (to the extent its approval is required pursuant to Article 11 of
the Ground Lease).

(c) No approval by Landlord of Tenant's Plans shall in any way be
deemed to be an agreement by Landlord that the work contemplated thereby
complies with applicable Legal Requirements or Insurance Requirements or that
Tenant's Plans or Signage will be approved by the Department of Buildings of the
City of New York or any other Governmental Authority having jurisdiction
thereover or constitutes any approval required to be obtained from Overlandlord
and Ground Lessor. Landlord may deliver to Tenant a statement or statements
specifying any reasonable architectural, engineering and other out-of-pocket
costs and expenses incurred by Landlord in reviewing Tenant's Plans and Signage
and supervising through an outside architect or engineer any portions of
Tenant's Work which may affect Building structures or systems and any changes
thereto; and Tenant shall reimburse Landlord for such costs and expenses within
twenty (20) days after the receipt of any such statement together with such
supporting documentation as Tenant may reasonably request.

(d) Landlord shall use Landlord's Reasonable Efforts to obtain
approval of Tenant's Plans and Signage by Overlandlord (to the extent required
pursuant to Article 13 of the Overlease) and Ground Lessor (to the extent
required pursuant to Article 11 of the Ground Lease) if Landlord has no
reasonable objections to Tenant's Plans and Signage. If Overlandlord and Ground
Lessor approve Tenant's Plans and/or Signage, Tenant shall reimburse each of
Overlandlord and Ground Lessor for any reasonable costs and expenses incurred in
reviewing Tenant's Plans and Signage and any changes thereto (to the

- 23 -

extent that Landlord is obligated to pay such costs and expenses under a
Superior Instrument), within twenty (20) days after demand therefor from
Landlord.

(e) If (i) Tenant's Plans comply with the provisions of this Sublease
with respect to the manner of submission of Tenant's Plans (including Exhibit
-------
D-2) and (ii) Landlord has no reasonable objections to Tenant's Plans based on
- ---
their conformity with the requirements of Subsubsections 14.01(a)(i) to (iv)
below, Landlord will immediately submit Tenant's Plans to Overlandlord for
approval. If Tenant shall make and resubmit any corrections or changes to
Tenant's Plans for Tenant's Work on any of floors C1, C2, 2, 3, 8, 9, 10 and 15
of the Building which may reasonably be required by Overlandlord or Ground
Lessor promptly after receipt of any notice of disapproval from Overlandlord,
then the Base Rent Commencement Date for the entire Sublease Premises will be
postponed by the least whole number of days equal to or greater than the sum of
the products of the numbers of days that Overlandlord's and Ground Lessor's
approvals of Tenant's Plans for Tenant's Work on any of such floors of the
Sublease Premises shall be delayed for more than twenty (20) Business Days after
first submission by Landlord and any necessary resubmission by Tenant to
Overlandlord as to any such floor multiplied by the numbers of Rentable Square
Feet of the portions of the Sublease Premises as to which Overlandlord's and
Ground Lessor's approvals of Tenant's Plans are delayed and divided by the
323,869 Rentable Square Feet of the entire Sublease Premises.

(f) Once Tenant has complied with Subsection 2.04(a) above as to any
floor of the Sublease Premises, Tenant shall, at its sole cost and expense, file
Tenant's Plans as to any floor of the Sublease Premises with the Department of
Building of the City of New York and any other Governmental Authorities having
jurisdiction thereover, and take whatever action shall be reasonably necessary
to obtain and maintain all necessary approvals, permits and certificates from
such Department and such other Governmental Authorities for Tenant's Work on
such floor of the Sublease Premises. Landlord shall make Landlord's Reasonable
Efforts to assist Tenant in making such filings to the extent necessary; and
Landlord shall reimburse Tenant for any costs or expenses of obtaining necessary
approvals, permits and certificates for Landlord's Work referred to in clause
(ii) of Subsection 2.06(a).

SECTION 2.05 Tenant's Work and Allowance. (a) All of Tenant's Work
---------------------------
shall be performed by one or more reputable contractors selected by Tenant,
qualified to perform the same, and all contractors and subcontractors shall use
labor compatible with the labor used by Landlord and Overlandlord in the
Building (collectively, "Tenant's Contractors"). The general contractor of
--------------------
Tenant's Work and contractors working on building systems in connection with
Tenant's Work shall be approved in writing in advance

- 24 -

by Landlord which approval shall not be unreasonably withheld or delayed.

(b) All of Tenant's Work shall be performed in substantial accordance
with Tenant's Plans that have been approved by or deemed approved by Landlord
(and to the extent required, by Overlandlord and Ground Lessor), in a good and
workmanlike manner with reasonable diligence, using materials and equipment of
first quality, and in accordance with all Legal Requirements and Insurance
Requirements.

(c) Except as provided in Subsection 2.05(i), Tenant's Contractors
shall not commence Tenant's Work with respect to any portion of the Sublease
Premises until the Possession Date for such portion of the Sublease Premises and
delivery to Landlord of certificates showing that the insurance coverages
required by Subsection 14.01(b) are in effect.

(d) Landlord shall contribute an amount equal to Tenant's Allowance
toward the third-party out-of-pocket costs and expenses incurred by Tenant in
connection with Tenant's Work (which for purposes of this Subsection 2.05(d)
shall be limited to labor, materials, equipment, machinery, fixtures and
apparatus which are incorporated into the Sublease Premises and constitute
property of the Ground Lessor pursuant to Subsection 15.01(a) together with
related architectural and engineering services required for the preparation of
Tenant's Plans and supervision of such Tenant's Work) in the Sublease Premises.
Landlord shall pay Tenant's Allowance to Tenant in three (3) equal bi-monthly
installments. The first such installment of Tenant's Allowance shall be paid on
the Possession Date for floors C1, C2, 2, 3, 10 and 15 of the Sublease Premises,
and the second and third installments shall be paid on the first days of the
third (3rd) and fifth (5th) succeeding months immediately thereafter, without
the need for any supporting documentation to be delivered to Landlord as a
condition to Landlord paying such installments. Any late payments by Landlord
to Tenant shall bear interest from the due date thereof to the date of payment
to Tenant at the Late Charge Rate.

(e) If Tenant's Contractors shall work overtime on Tenant's Work,
Tenant shall pay the overtime cost of any Extra Personnel (as defined below)
that may reasonably be required (such cost, and any other charges for Extra
Personnel for which Tenant shall be required to pay under this Subsection
2.05(e), to be at the rates provided for in Exhibit H). Further, if because of
---------
Tenant's Work, more Extra Personnel shall be required at the Building than are
otherwise currently employed or contracted for by Landlord at the Building,
Tenant shall pay the cost of such Extra Personnel. Landlord shall, promptly
after becoming aware of the need for such Extra Personnel, notify Tenant or its
designated project representative (which notice need not be in writing) of the

- 25 -

anticipated numbers and type of Extra Personnel that will be required because of
such Tenant's Work, and Tenant shall have the right, subject to the terms of
this Sublease, to reschedule or rearrange Tenant's Work to eliminate or minimize
the need for Extra Personnel. Notwithstanding the foregoing, if such overtime
or such additional Extra Personnel shall simultaneously be required by Landlord
or any other tenant in connection with the performance of any other work by or
on behalf of Landlord or any other tenant in the Building, then the cost of such
Extra Personnel shall be appropriately apportioned between Landlord, Tenant and
such other tenant. "Extra Personnel" shall mean operating engineers, elevator
---------------
operators and mechanics, loading dock guards, master mechanics, maintenance
mechanics, teamster foremen, dock masters, electricians, security personnel and
other support personnel in each case contracted for or employed by or on behalf
of Landlord. Notwithstanding the foregoing, Landlord shall provide for and pay
for Extra Personnel required in connection with the work described in Subsection
2.06(a).

(f) Tenant, at Tenant's expense, shall each day remove and dispose of
all debris and rubbish caused by or resulting from Tenant's Work (as arranged in
advance with Landlord). Upon substantial completion of Tenant's Work, Tenant
shall remove all temporary structures, surplus materials, debris and rubbish of
whatever kind remaining in the Sublease Premises, and Tenant shall promptly
notify Landlord that Tenant's Work has been substantially completed.

(g) Tenant shall indemnify, defend and hold Landlord harmless, in the
manner provided in Section 26.03, from and against any loss, liability, damages,
costs and expenses (including reasonable counsel fees) arising out of or
resulting from the performance of Tenant's Work or any access to or inspections
of the Sublease Premises pursuant to this Section 2.05 by Tenant, Tenant's
Contractors, and Tenant's architect(s), engineer(s), designer(s), consultant(s)
and space planner(s); provided, however, such indemnification shall not be
-------- -------
applicable where Landlord's damages, costs or expenses are caused by the
negligence or misconduct of Landlord or Landlord's officers, employees, agents,
contractors, licensees and invitees.

(h) Tenant shall have the right to use, in connection with Tenant's
actual move into the Sublease Premises, available service elevators and loading-
dock facilities (provided such move-in shall be scheduled, on not fewer than two
(2) Business Days' prior notice to Landlord) during non-Business Hours on
Business Days, and on non-Business Days, at mutually convenient times and to
minimize interference with other uses being made of such elevators and
facilities. Tenant shall pay to Landlord in connection therewith such costs and
expenses as Landlord shall incur in connection therewith for the cost of Extra
Personnel required to operate such loading-dock facilities as described in
Exhibit H, in the proportion that the time such personnel are required for
- ---------
Tenant's move into the

- 26 -

Sublease Premises bears to the total time such personnel work during the period
in question. Landlord shall submit a statement to Tenant with respect to such
charges and costs incurred, and Tenant shall pay the amount of each such
statement within twenty (20) days after receipt thereof. Notwithstanding
anything herein that may be construed to the contrary (including Subsection
2.05(e)), Tenant (and not Landlord) shall be responsible for arranging for
elevator personnel, as well as all other categories of construction trades, that
may be required in connection with the performance of Tenant's Work or Tenant's
initial move-in into the Building.

(i) Tenant and its respective architects, engineers, designers,
consultants, space planners and contractors shall have access to each portion of
the Sublease Premises prior to the Possession Date for each portion of the
Sublease Premises, solely for the purpose of preparing Tenant's Plans, provided,
--------
however, such access shall be on reasonable notice to Landlord and, at
- -------
Landlord's option, only with representatives of Landlord, and the same shall not
unreasonably interfere with Landlord's operation of the Building or any other
work being performed in the Building or any other part of the Project. The
access provided to Tenant under this Subsection 2.05(i) and the performance of
Tenant's Work shall be deemed to be subject to and upon all of the provisions of
this Sublease (including Article XIV and Exhibit D-2) applicable to Tenant's
-----------
Work. In the course of any such access, and during the performance of Tenant's
Work, Tenant and its architects, engineers, designers, consultants, space
planners and contractors (or their respective officers, employees and agents)
shall at all times display badges identifying their relationship with Tenant.

(j) Tenant may not perform or permit to be performed any Tenant's
Work (other than Tenant's Signage which has been approved by Landlord,
Overlandlord and Ground Lessor outside the Sublease Premises) which would (i)
involve a structural revision to the existing columns, foundations or footings
of the Building, (ii) materially and adversely affect, in Landlord's judgment,
the appearance of the Building (other than the interior of the Sublease
Premises), (iii) materially and adversely affect the strength or structural
integrity of the Building, (iv) materially and adversely affect the functioning
of the mechanical, electrical, plumbing or other systems of the Building or the
Project, (v) alter Landlord's halon-gas fire-protection system currently
existing in the portion of the Sublease Premises on floor 10 of the Building
(which shall remain in place), or (vi) violate any Legal Requirement or
Insurance Requirement with which Tenant is otherwise required by this Sublease
to comply. Landlord, in its reasonable discretion, may withhold its approval to
any Tenant's Plans that propose to do any of the foregoing.

SECTION 2.06. Landlord's Work. (a) In addition to contributing
---------------
Tenant's Allowance, Landlord will install electricity

- 27 -

submeters to serve floors C1, C2, 3, 8, 9, 10 and 15 of the Sublease Premises as
more particularly provided in Subsection 5.02(a). Otherwise, Landlord will not
be required to perform any work to prepare the Sublease Premises or any
Expansion Option Space for Tenant's use and Occupancy.

(b) Any Landlord's work described in Subsection 2.06(a) that is
actually performed by Landlord (and not by Tenant at Landlord's expense) shall
be done diligently in a good and workmanlike manner and so as not to interfere
with or delay the performance of Tenant's Work; and Landlord shall cause any
such work that it performs to be substantially completed no later than the date
of Substantial Completion of Tenant's Work on each floor of the Sublease
Premises on which such Landlord's work is to be done.

ARTICLE III
RENT

SECTION 3.01 Base Rent. (a) Tenant shall pay to Landlord Base Rent
---------
for the Sublease Premises during the Term in equal monthly installments in
advance, commencing on the Base Rent Commencement Date and thereafter on the
first (1st) day of each month in respect of which Base Rent is due and payable
(a "Payment Date"). If the day on which Base Rent is payable is a Saturday or
------------
Sunday, or a holiday on which the banks in New York City are closed, Base Rent
shall be due and payable on the next immediately succeeding day on which such
banks are open.

(b) Base Rent shall be due and payable without notice or demand and
without any abatement, set-off, deduction or counterclaim (except as provided in
Article II, XXII and/or XXIII), by check drawn by Tenant to the order of
Landlord, or such person as Landlord shall designate in writing, against an
account at a member bank of the New York Clearing House Association (or any
successor body of similar function) and delivered to the office of Landlord set
forth above or at such other address in New York City as Landlord shall direct
by notice to Tenant, or at Tenant's election upon notice to Landlord, in
immediately available federal funds by wire transfer directly to a bank account
designated by Landlord.

SECTION 3.02 Additional Rent. All amounts other than Base Rent
---------------
required under this Sublease to be paid by Tenant, including any fine, penalty
or interest that may be imposed for nonpayment or late payment thereof, shall
constitute "Additional Rent" and shall be paid when due in accordance with the
---------------
terms of this Sublease, without any abatement, set-off, deduction or
counterclaim (except as provided in Article II, XXII and/or XXIII). Unless
otherwise provided herein, Additional Rent shall be paid by Tenant within twenty
(20) days after notice is delivered to Tenant that such Additional Rent is due,
by the same payment means as are specified in Subsection 3.01(b) with respect to
the payment of Base Rent. If

- 28 -

Tenant shall fail to pay any Additional Rent when the same shall be due and
payable in accordance with the terms hereof (after any applicable notice and
cure period), Landlord shall have all rights, powers and remedies with respect
thereto as are provided herein or by law in the case of nonpayment of any rent.

SECTION 3.03 Survival of Rent Obligation. Tenant's obligation to pay
---------------------------
Base Rent and Additional Rent (collectively, "Rent") as provided in this
----
Sublease shall survive the expiration or earlier termination of this Sublease.

SECTION 3.04 Late Charge. In the event that any payment of Rent
-----------
(which term, for purposes of this Section 3.04, shall exclude any charges
imposed under this Section 3.04) is not paid (a) if a due date is specified
therefor in this Sublease, on such due date, or (b) if no due date is specified
but a number of days is expressly provided within which the item of Rent in
question shall be paid, within such number of days, or (c) if no due date or
number of days for payment is set forth in this Sublease with respect to the
item of Rent in question, within fifteen (15) days after the date upon which
demand therefor is made, then a late charge (the "Late Charge") on the sums so
-----------
overdue at a rate per annum (the "Late Charge Rate") equal to three percent
----------------
(3.0%) per annum in excess of the Prime Rate, in each case for the period from
the day following the date or period referred to in clause (a), (b) or (c)
(whichever is applicable) to the date of actual payment, shall become due and
payable to Landlord as liquidated damages for the administrative costs and
expenses incurred by Landlord by reason of Tenant's failure to make prompt
payment, and the Late Charge shall be payable by Tenant on demand by Landlord
therefor. No failure by Landlord to insist upon the strict performance by
Tenant of its obligations to pay any Late Charge shall constitute a waiver by
Landlord of its right to enforce the provisions of this Section 3.04 in any
instance thereafter occurring. The provisions of this Section 3.04 shall not be
construed in any way to extend any grace periods or notice periods that may be
provided for in Article XX.

SECTION 3.05 Payment of Lesser Amounts. (a) In the event Tenant
-------------------------
elects to prepay its Base Rent (which it may do for any period not exceeding the
lesser of seven (7) months or the number of months remaining in any calendar
year at the time of any such prepayment), Tenant may pay to Landlord the
discounted value on the date the prepayment is made of the Base Rent Payments
which are being prepaid calculated using a discount factor equal to the 90-day
commercial paper rate published in the WALL STREET JOURNAL on the date that such
prepayment is made.

(b) Except as provided in Subsection 3.05(a), no payment by Tenant or
receipt or acceptance by Landlord of a lesser amount than the correct amount of
any Rent shall be deemed to be other than a payment on account, nor shall any
endorsement or statement on any

- 29 -

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 provided for
in this Sublease or at law.

SECTION 3.06 Legal Rent Restrictions. If any portion of the Rent
-----------------------
payable under the terms and provisions of this Sublease shall be or become
uncollectible, reduced or required to be refunded because of any rent control or
similar act or law enacted by a Governmental Authority, Tenant shall enter into
such agreements and take such other steps (without any additional expense or
liability to Tenant) as Landlord may reasonably request and as may be legally
permissible to permit Landlord to collect the maximum rents which from time to
time during the continuance of such legal rent restriction may be legally
permissible (and not in excess of the amounts reserved therefor under this
Sublease). Upon the termination of such legal rent restriction, (a) the Rent in
question 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, to the maximum extent legally permissible, an amount equal to
(i) the amount of the Rent in question which would have been paid pursuant to
this Sublease but for such legal rent restriction less (ii) the amounts with
respect to such Rent paid by Tenant during the period such legal rent
restriction was in effect plus interest at the Prime Rate from the date the Rent
in question would have been paid to the date on which such amount is paid.

ARTICLE IV
OPERATING EXPENSES; PILOT

SECTION 4.01 Definitions. (a) "Base Operating Amount" shall mean
----------- ---------------------
the amount equal to the Operating Expenses for the Base Operating Year.

(b) "Operating Expenses" shall mean those costs and expenses (and
------------------
taxes thereon, if any) accrued or incurred by Landlord or on behalf of Landlord
in accordance with generally accepted accounting principles and sound real
estate management practices generally applicable to office buildings of the type
and in the locality of the Building with respect to, the operation, cleaning,
repair, safety (including fire safety), management, security and maintenance of
the Premises (exclusive of the Retail Premises) and the entranceways, access and
egress points, sidewalks, curbs, plazas and other Common and/or Shared Expense
Areas (as defined in the Overlease) forming a part of and servicing the Premises
(exclusive of the Retail Premises), the services provided to Landlord's
subtenants of the Office Premises (which shall, for purposes of this Article IV,
include Landlord, Landlord's Affiliates and other entities related to Landlord
who may from time to time occupy or lease space in the Office Premises for their
own purposes, whether or not such occupancy is pursuant to a lease, license or
other

- 30 -

occupancy agreement to the extent such services are not greater or more frequent
than services provided to all Landlord's other subtenants), consisting of the
following:

(i) Salaries, wages, bonuses and termination payments as
required by any union contracts paid to, and the cost of any
hospitalization, medical, surgical, union and general welfare benefits
(including group life insurance), any pension, retirement or life insurance
plans and other benefits or similar expenses relating to, the Building
manager, his staff and other employees of Landlord or its Affiliates;

(ii) Social security, unemployment and other payroll taxes, and
the cost of providing disability and workers' compensation coverage imposed
by any Legal Requirement, union contract or otherwise with respect to said
employees;

(iii) Costs of electricity (other than that furnished to or
reserved for space in the Building intended for occupancy by Landlord or
other subtenants of Landlord), gas, hot water for heating, steam, water,
chilled water, air conditioning and other fuel and utilities furnished to
all subtenants of Landlord in reasonably proportionate amounts without
express cost to such subtenants of Landlord or to the Building (or any
common area thereof);

(iv) Costs of casualty, rent, liability, fidelity and any other
insurance required to be carried by Landlord under the Overlease and such
other insurance (of a type customary for buildings similar to the Building)
as Landlord carries or hereafter carries with respect to the Building, as
equitably allocated to the Office Premises in accordance with Landlord's
current practices;

(v) Costs of maintenance and painting;

(vi) Costs of or rents for building and cleaning supplies,
tools, materials and equipment;

(vii) Costs of uniforms, work clothes and dry cleaning;

(viii) Costs and expenses attributable to window cleaning,
concierge, security and fire safety personnel, services or systems;

(ix) Management Fees and any management fees paid to
Overlandlord (or its successor) pursuant to Section 3.07 of the Overlease
in connection with Overlandlord's (or its successor's) management of
certain common areas of the Building;

- 31 -

(x) Charges of independent contractors rendering services or
materials contemplated by this Sublease to the Building;

(xi) Costs of telephones and stationery;

(xii) Legal, accounting and other professional fees and
disbursements (including those incurred in the calculation and collection
of Operating Expenses, PILOT Charges and electricity payments owed by
subtenants of Landlord pursuant to provisions comparable to Article V
hereof and in the enforcement of the Ground Lease or Overlease on behalf of
Landlord's subtenants generally of the Office Premises); provided, however,
-------- -------
such fees and disbursements shall not be included to the extent that they
are incurred by Landlord in connection with its enforcement of a lease
against a defaulting subtenant;

(xiii) Ground Rents and Impositions payable under the Overlease
and the Ground Lease;

(xiv) Project Operating Charges, less any reimbursements received
by Landlord or to which Landlord is entitled to receive a credit under the
terms of the Project Operating Agreement (to the extent any such
reimbursements or credits were for amounts included in Operating Expenses
for any prior Sublease Year);

(xv) Costs of common-area decorations (exclusive of works of
art);

(xvi) Costs of repairs, replacements, improvements, machinery,
equipment and alterations necessary to maintain or operate the Building in
accordance with the terms of this Sublease and as a first-class office
building, except that where any such costs should be treated (in accordance
------
with generally accepted accounting principles) as capital expenditures,
such costs shall be amortized (on a level-payment basis with interest at
nine (9) percent per annum) over the useful lives of the items to which
such costs relate as reasonably estimated by Landlord in accordance with
generally accepted accounting principles, and the annual amortized
amounts thereof shall be included (but only to the extent permitted by
Subsubsection 4.01(c)(2)) in Operating Expenses for the Sublease Year in
which such costs are incurred and in subsequent Sublease Years which
include a portion of the useful lives of the relevant items;

(xvii) Costs and expenses of performing services contemplated by
this Sublease allocated by Landlord to areas in the Building that are used
for offices, storage areas, workshops or similar purposes in connection
with the Office

- 32 -

Premises, including any rent payable with respect thereto under the
Overlease and the Ground Lease; and

(xviii) Any other costs and expenses properly allocated by Landlord
to the operation, cleaning, repair, safety (including fire safety),
management, security and maintenance of the Premises (exclusive of the
Retail Premises), and the entranceways, access and egress points,
sidewalks, curbs, plazas and other Common and/or Shared Expense Areas (as
defined in the Overlease) forming a part of and servicing the Premises
(exclusive of the Retail Premises), in accordance with generally accepted
accounting principles and sound real estate management practices generally
applicable to office buildings of the type and in the locality of the
Building.

(c) Notwithstanding anything to the contrary contained in Subsection
4.01(b), "Operating Expenses" shall exclude or have deducted from them, as
------------------
applicable, all the following items:

(1) Salaries, wages and bonuses (and the benefits and other expenses
described in clauses (i) and (ii) of Subsection 4.01(b)) for employees
above the grade of building manager and for employees who perform billing
and other functions covered by Management Fees or by Landlord's ten (10)
percent fee added on to certain charges or expenses payable by Tenant as
expressly provided in this Sublease;

(2) Capital expenditures (and rents and related expenses for leasing
capital items) except those (A) that are undertaken by reason of any Legal
------
or Insurance Requirements (including any requirements for the replacement
of chlorofluorocarbons in Building HVAC systems) that arise (or as to which
the period for compliance is established) in the future applicable to the
Building generally or any common areas or common facilities of the Premises
shall be amortized (on a level-payment basis with interest at nine (9)
percent per annum) over the useful lives of the equipment or improvements,
as reasonably estimated in accordance with generally accepted accounting
principles and sound real estate management practices generally applicable
to office buildings of the type and in the locality of the Building, and
such amortized costs shall be included in Operating Expenses for the
Sublease Year in which the costs are incurred and in subsequent Sublease
Years which include a portion of the useful lives of the equipment or
improvements (but only to the extent that such included amounts do not
exceed two (2) percent of other Operating Expenses for each such Sublease
Year); or (B) that reduce the expenses that would otherwise be included in
Operating Expenses, in which event (x) in the case of a purchase of such
equipment or improvement, the purchase price thereof plus an interest
factor equal to nine (9) percent per annum on the unrecovered portion of
such

- 33 -

purchase price shall be included in Operating Expenses for the Sublease
Year in which the costs are incurred and subsequent Sublease Years (in an
amount not greater than the savings in Operating Expenses effected by the
equipment or improvement for the Sublease Year in question), and (y) in the
case of a lease of such equipment or improvement, the rental and any other
costs paid in connection with such lease shall be included in Operating
Expenses for the Sublease Year in which they are incurred (in an amount not
greater than the savings in Operating Expenses effected by the equipment or
improvement for the Sublease Year in question);

(3) Amounts received or receivable (or that would be receivable but
for increases in the amounts of insurance-policy deductibles after the Base
Operating Year) by Landlord through proceeds of insurance, or condemnation
proceedings, or guaranties or warranties from manufacturers, suppliers or
contractors, to the extent they are or would be compensation for sums
otherwise included in Operating Expenses;

(4) Costs of complying with Landlord's obligations in delivering the
Sublease Premises to Tenant pursuant to Section 2.04 or under any
comparable provision in subleases or workletters between Landlord and
Landlord's other subtenants of the Building;

(5) Costs incurred in installing, operating or maintaining special
facilities or items (such as Landlord's Cafeteria, TV studio and roof
antennas, and any observatory, helicopter pad, health club, broadcasting
facility, sculpture, paintings, works of art, etc.), or in performing
special work for or furnishing special services to any subtenant or
occupant of the Office Premises, including any work or other allowance to
any subtenant for its installation, whether at such subtenant's or
occupant's or Landlord's expense, to the extent that such special work or
services are in excess of any work or services that Landlord is obligated
to perform for or furnish to Tenant at no extra cost to Tenant;

(6) Depreciation, except as provided above in Subsubsection
4.01(c)(2);

(7) Brokerage commissions, advertising expenses and legal or other
fees and expenses incurred in leasing or attempting to lease any portion of
the Premises or any sale of the Premises;

(8) Costs of electricity furnished to and payable by Tenant pursuant
to Article V and chilled water furnished to and payable by Tenant pursuant
to Article XVII, and costs of electricity or chilled water furnished to and
payable expressly

- 34 -

by Landlord or any other subtenant or other occupant of portions of the
Office Premises intended for occupancy by Landlord or such other subtenant
or occupant under its sublease or occupancy arrangements, plus any taxes
thereon of the kind referred to in Section 5.04;

(9) Refinancing costs, and principal and interest payments (except as
otherwise provided in this Subsection 4.01(c));

(10) Any ground rents not included in Ground Rents or any Impositions
or other amounts included in PILOT Charges or allocable to the Retail
Premises;

(11) The amounts of any items described in Subsec-tion 4.01(b) above
(A) directly allocable or otherwise related to Tenant's use of floors C1
and C2 of the Sublease Premises for purposes other than storage or Tenant's
use of floor 2 for other than lobby purposes, and/or (B) to the extent that
Landlord is entitled to be reimbursed by a subtenant or any other party,
other than by payment of such subtenant's share under provisions comparable
to this Article IV;

(12) Income, franchise, capital, payroll (other than as are described
in Subsubsection 4.01(b)(ii)) and doing-business taxes payable by Landlord;

(13) Legal fees, brokerage commissions and other transaction costs
and expenses incurred by Landlord in connection with any transfer of its
interest herein;

(14) Fees paid to any Affiliate of Landlord to the extent the same
are in excess of market rates (subject, however, to Subsection
4.01(b)(ix));

(15) Costs of any repairs, replacements or modifications to the
Premises (A) to the extent Landlord is entitled to be reimbursed or
compensated therefor by Overlandlord, net insurance proceeds or net
condemnation awards, or (B) for which Landlord would have been compensated
by insurance had Landlord carried all the coverages required to be carried
by Landlord hereunder or under the Overlease; and

(16) Fines, penalties, interest, late charges and legal fees incurred
by Landlord due to violations of Superior Instruments or Legal
Requirements; rent and bad-debt losses suffered by Landlord and reserves
therefor; costs incurred by Landlord as a result of negligence or wilful
misconduct of Landlord or its agents, contractors, employees, managers or
officers; Negligence Payments owed by Landlord under the Project Operating
Agreement; Consumed Utilities (as defined in

- 35 -

the Project Operating Agreement), except to the extent properly allocable
to the Office Premises or the spaces described in Subsection 4.01(b)(xvii);
any late charges or other costs or expenses imposed under the Project
Operating Agreement by reason of Landlord's failure timely to comply with
its obligations thereunder; charges incurred in removing equitable liens
properly imposed on the Premises under Subsection 4.11(b) of the Project
Operating Agreement by reason of Landlord's failure to pay the amounts
described in said Subsection 4.11(b), to the extent such charges exceed
those that would otherwise have been payable absent such failure; and any
Project Operating Charge (or portion thereof) to the extent that the same
would not otherwise be included in Operating and Ground Lease Expenses if
it were incurred directly by Landlord.

(d) "PILOT Charges" shall mean the aggregate of PILOT, Taxes and
-------------
Charges allocable to the Office Premises and any costs and expenses (including
reasonable attorneys' fees) incurred in attempting to reduce PILOT, Taxes and
Charges, as the same are reduced by the aggregate of (i) a portion of any offset
allocable to the Office Premises entitled to be taken by Landlord against its
obligations under the Overlease to pay Ground Rent or PILOT by reason of
Landlord's payment of Taxes and Charges, to the extent such Taxes and Charges
were otherwise included in PILOT Charges for the Sublease Year in question, and
(ii) a portion of any refund of Taxes, Charges or PILOT allocable to the Office
Premises that results from a reduction in the real property assessment of the
Premises (after deducting the costs and expenses, including reasonable
attorneys' fees, incurred in connection with the obtaining of such reduction not
already included in PILOT Charges), to the extent such Taxes, Charges or PILOT
were included in PILOT Charges for the Sublease Year in question. Tenant shall
have no right to contest the real property assessment of all or any portion of
the Premises unless the conditions for the exercise by Tenant of its option to
partially cancel this Sublease specified in Section 7.02 shall have occurred and
Tenant shall have obtained permission from other subtenants of Landlord in the
Building subleasing, together with Tenant, at least fifty one (51) per cent of
the Rentable Square Feet of the Building. For purposes of this Subsection
4.01(d), the portion of PILOT, Taxes, Charges, offsets and refunds that is
allocable to the Office Premises shall be determined by multiplying the amount
in question by a fraction, the numerator of which is the number of Rentable
Square Feet of the Office Premises and the denominator of which is the sum
of the number of Rentable Square Feet of the Retail Premises and Office
Premises.

SECTION 4.02 Adjustments to Operating Expenses. (a) If during any
---------------------------------
Sublease Year (i) more than 5% of the Office Premises shall be vacant or
unoccupied, and/or (ii) the subtenant or occupant of any space in the Office
Premises (other than Tenant) undertook to perform work or services therein in
lieu of having Landlord (or

- 36 -

Landlord's Affiliates) perform the same and the cost thereof would have been
included in Operating Expenses, then, in any such event(s), the Operating
Expenses for such period shall be increased by an amount equal to the additional
Operating Expenses that would reasonably have been incurred if such space had
been 95% occupied or if Landlord (or Landlord's Affiliates) had performed such
work or services, as the case may be; it being the intent of the parties that
Tenant's liability for Operating Expenses shall be determined by reference to
the assumed operation and maintenance of the Premises at 95% occupancy with
respect to both the Sublease Year used to determine the Base Operating Amount
and each subsequent Sublease Year.

(b) If for any Sublease Year new items of Operating Expenses are
incurred by Landlord which are not in substitution for other items previously
included in Operating Expenses for the Base Operating Year, the amount of those
items (discounted back to the Base Operating Year using the Consumer Price
Index) which are not in substitution for other items previously included in
Operating Expenses for the Base Operating Year shall be added to Operating
Expenses for the Base Operating Year for the purpose of calculating Tenant's
Operating Payment for the initial Sublease Year and each subsequent Sublease
Year for which such new items of Operating Expenses are incurred by Landlord.

SECTION 4.03 Operating Payment. For each Sublease Year, or portion
-----------------
thereof, commencing with the Base Rent Commencement Date, Tenant shall pay a sum
("Tenant's Operating Payment"), or a portion thereof prorated pursuant to
--------------------------
Section 4.07, equal to the sum of (a) Tenant's Proportionate Share of the
amount, if any, by which Operating Expenses for such Sublease Year exceed the
Base Operating Amount plus (b) one hundred (100) percent of the aggregate
amounts excluded from Operating Expenses pursuant to Subsection 4.01(c)(11)(A)
because they are directly related to Tenant's use of floors C1 and C2 of the
Sublease Premises for purposes other than storage or floor 2 for other than
lobby purposes.

SECTION 4.04 Estimates of Operating Payments. For each Sublease
-------------------------------
Year (or portion thereof) commencing after the Base Rent Commencement Date,
Landlord shall furnish to Tenant a written state-ment setting forth Landlord's
estimate of Tenant's Operating Payment (an "Operating Estimate") for such
------------------
Sublease Year. Upon request, Landlord shall also provide Tenant with such
supporting documentation as Tenant may reasonably require for any Operating
Estimate. Tenant shall pay to Landlord on each Payment Date during each Sublease
Year an amount equal to one-twelfth (1/12th) of the Operating Estimate for such
Sublease Year. If Landlord shall have not furnished an Operating Estimate prior
to the Base Rent Commencement Date or prior to the commencement of each Sublease
Year thereafter, as applicable, then (a) assuming an Operating Estimate had been
furnished with respect to a previous Sublease Year, until the first Payment Date

- 37 -

following the month in which a current Operating Estimate is furnished to
Tenant, Tenant shall pay to Landlord on each Payment Date an amount equal to the
monthly sum payable by Tenant to Landlord under this Section 4.04 in respect of
the last month of the preceding Sublease Year; and (b) regardless of whether an
Operating Statement had been previously furnished, promptly after an Operating
Estimate is furnished to Tenant or together therewith, Landlord shall give
notice to Tenant stating whether the aggregate amount of the installments of
Tenant's Operating Payment previously made for such Sublease Year (if any) is
more or less than the aggregate amount of the installments of Tenant's Operating
Payment to be made for such Sublease Year in accordance with such Operating
Estimate; and (i) if there shall be a deficiency, Tenant shall pay the amount
thereof, together with any interest payable under Section 4.08, within twenty
(20) days after delivery of such Operating Estimate, or (ii) if there shall have
been an overpayment, Landlord shall refund to Tenant the amount thereof,
together with any interest payable under Section 4.08, within twenty (20) days
after the delivery of such Operating Estimate; and (iii) on the first Payment
Date following the month in which such Operating Estimate is furnished to
Tenant, and monthly thereafter throughout the remainder of such Sublease Year,
Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of Tenant's
Operating Payment shown on such Operating Estimate. Once during each Operating
Year, Landlord may furnish to Tenant a revised Operating Estimate and, in such
case, Tenant's Operating Payment for such Sublease Year shall be adjusted and
paid or refunded, as applicable, substantially in the same manner as provided in
the preceding sentence.

SECTION 4.05 Landlord's Annual Operating Statement. (a) Within one
-------------------------------------
hundred and eighty (180) days after the end of each Sublease Year (or portion
thereof) commencing after the Base Rent Commencement Date, Landlord shall
furnish to Tenant Landlord's statement in respect of Operating Expenses for such
Sublease Year (an "Operating Statement"). With the first Operating Statement,
-------------------
Landlord shall also furnish to Tenant an Operating Statement showing Landlord's
computation of the Base Operating Amount. Upon request, Landlord shall also
provide Tenant with such supporting documentation as Tenant may reasonably
require for any Operating Statement. If any Operating Statement shall show that
the sums paid by Tenant under Section 4.04 exceeded Tenant's Operating Payment
owed for such Sublease Year, Landlord shall refund to Tenant the amount of such
excess (together with any interest payable under Section 4.08) within
twenty (20) days after the delivery of such Operating Statement. If any
Operating Statement shall show that the sums so paid by Tenant were less than
Tenant's Operating Payment owed for such Sublease Year, Tenant shall pay the
amount of such deficiency (together with any interest payable under Section
4.08) within twenty (20) days after the delivery of such Operating Statement.

- 38 -

(b) Landlord's failure to render an Operating Statement with respect
to any Sublease Year at the end thereof shall not prejudice Landlord's right to
thereafter render an Operating Statement with respect thereto or with respect to
any subsequent Sublease Year.

(c) Each Operating Statement shall be conclusive and binding upon
Tenant unless within three (3) years after receipt thereof Tenant shall notify
Landlord that it disputes the correctness of the Operating Statement, specifying
those respects in which it is claimed to be incorrect, and except as so
specified, the Operating Statement shall be conclusive and binding upon Tenant.
During such three-year period, Landlord shall allow Tenant or its representative
to inspect and copy Landlord's books and records relating to Operating Expenses
and shall provide and make available to Tenant such information relating to the
calculation of Operating Expenses as Tenant may reasonably request. Any dispute
as to which Tenant has timely notified Landlord pursuant to the above provisions
of this Subsection 4.05(c) that is not resolved within three and one-half (3-
1/2) years after the giving of such Operating Statement may be submitted for
resolution to an Independent Auditor by either Tenant or Landlord. Landlord and
Tenant shall share the cost of an Independent Auditor in resolving such dispute
and the decision of an Independent Auditor shall be final and binding on
Landlord and Tenant. Until such time as any Independent Auditor may otherwise
determine, Tenant shall be obligated to pay Additional Rent pursuant to
Subsection 4.05(a) in accordance with the applicable Operating Statement,
without prejudice to Tenant's position. If the Independent Auditor determines
that Tenant has overpaid, then Landlord shall refund to Tenant the amount so
determined, together with any interest payable pursuant to Section 4.08, in
accordance with the procedure set forth in Subsection 4.05(a) in the event of
an overpayment of Tenant's Operating Payment.

SECTION 4.06 PILOT Payment. (a) For each Tax Year (or portion
-------------
thereof) subsequent to the Base Rent Commencement Date, Tenant shall pay to
Landlord a sum ("Tenant's PILOT Payment") equal to Tenant's Proportionate Share
----------------------
of the amount by which PILOT Charges payable for or allocable to such Tax Year
exceeds the Base PILOT Amount (the first and last of such payments to be
prorated in accordance with Section 4.07(b)).

(b) Landlord shall attempt to furnish Tenant, on or before the tenth
(10th) day prior to the first PILOT Payment Date (as hereinafter defined) in
each Tax Year (or portion thereof) occurring on or after the Base Rent
Commencement Date, with a written statement (a "PILOT Statement") setting forth
---------------
the amount of the PILOT charges payable for or allocable to the Base Tax Year
and Tenant's Pilot Payment for such later Tax Year. Tenant shall pay the amount
set forth in the PILOT Statement, in equal quarterly installments if Landlord
pays quarterly, or in equal semi-annual installments if

- 39 -

Landlord pays semi-annually, in advance on each date ("PILOT Payment Date") that
------------------
is twenty (20) days prior to the first day of July, October, January and April
in the case of quarterly payments, or of July and January in the case of semi-
annual payments, of the Tax Year (or portion thereof) in question. If Landlord
shall have not furnished Tenant with a PILOT Statement for a particular Tax Year
on or before such tenth day, then (i) with respect to any Tax Year (or portion
thereof) subsequent to the Base Tax Year, until the first PILOT Payment Date
following the date on which a PILOT Statement is furnished for such Tax Year to
Tenant, Tenant shall pay to Landlord on each PILOT Payment Date an amount equal
to the quarterly or semi-annual installment payable by Tenant to Landlord under
this Section 4.06 in respect of the last quarter or half of the preceding Tax
Year, as the case may be, and (ii) with respect to any Tax Year (or portion
thereof) after the Base Tax Year, promptly after any PILOT Statement is
furnished to Tenant or together therewith, Landlord shall give notice to Tenant
stating whether the aggregate amount of the installments of Tenant's PILOT
Payment previously made for such Tax Year (if any) is more or less than the
aggregate amount of the installments of Tenant's PILOT Payment to be made for
such Tax Year in accordance with such PILOT Statement, and (x) if there shall be
a deficiency, Tenant shall pay the amount thereof, together with any interest
payable under Section 4.08, within twenty (20) days after demand therefor, or
(y) if there shall have been an overpayment, Landlord shall refund to Tenant the
amount thereof, together with any interest payable under Section 4.08, within
twenty (20) days after the delivery of such notice, and (z) on the first PILOT
Payment Date following the date on which such PILOT Statement is furnished to
Tenant, and on each PILOT Payment Date thereafter during the remainder of such
Tax Year, Tenant shall pay to Landlord an amount equal to either one-quarter
(1/4) or one-half (1/2), as the case may be, of Tenant's PILOT Payment shown on
such PILOT Statement. Landlord may at any time or from time to time furnish to
Tenant a revised PILOT Statement and, in such case, Tenant's PILOT Payment for
such Tax Year shall be adjusted and paid or refunded, as the case may be,
substantially in the same manner as provided in the preceding sentence.

(c) Landlord's failure to render a PILOT Statement with respect to
any Tax Year at the times contemplated herein shall not prejudice Landlord's
right to thereafter render a PILOT Statement with respect thereto or with
respect to any subsequent Tax Year. Each PILOT Statement shall be conclusive
and binding upon Tenant unless within three (3) years after receipt thereof
Tenant shall notify Landlord that it disputes the correctness of the PILOT
Statement, specifying those respects in which it is claimed to be incorrect (it
being agreed, however, that Tenant's right to dispute such statement shall be
limited to the arithmetic accuracy thereof, and that, without limitation, Tenant
shall have no right to dispute or contest the assessed value of the Building),
and except as so specified, the PILOT Statement shall be conclusive and binding
upon

- 40 -

Tenant. During such three-year period, Landlord shall allow Tenant to inspect
and copy Landlord's books and records relating to PILOT Charges and shall
provide and make available to Tenant such information relating to the
calculation of PILOT Charges as Tenant may reasonably request. Any dispute as
to which Tenant has timely notified Landlord pursuant to the above provisions of
this Subsection 4.06(c) that is not resolved within three and one-half (3-1/2)
years after the giving of such PILOT Statement may be submitted for resolution
to an Independent Auditor by either Tenant or Landlord. Landlord and Tenant
shall share the cost of an Independent Auditor in resolving such dispute and the
decision of an Independent Auditor shall be final and binding on Landlord and
Tenant. Until such time as any such Independent Auditor may otherwise
determine, Tenant shall be obligated to pay Additional Rent pursuant to
Subsection 4.06(a) in accordance with the applicable PILOT Statement, without
prejudice to Tenant's position. If the Independent Auditor determines that
Tenant has overpaid, then Landlord shall refund to Tenant the amount so
determined, together with any interest payable pursuant to Section 4.08, in
accordance with the procedure set forth in Subsection 4.06(a) in the event of an
overpayment of Tenant's PILOT Payment.

SECTION 4.07 Prorations. (a) If the Base Rent Commencement Date or
----------
the Expiration Date shall occur on a date other than January 1 or December 31,
respectively, any Additional Rent owed under Section 4.03 for the first Sublease
Year in which a Tenant's Operating Payment is owed or the last Sublease Year
shall be apportioned in that percentage which the number of days in the period
from the Base Rent Commencement Date to December 31 (with respect to such first
Sublease Year) or from January 1 to the Expiration Date (with respect to the
last Sublease Year), both inclusive, shall bear to the total number of days in
such Sublease Year (assuming a year of twelve 30-day months).

(b) If the Base Rent Commencement Date or the Expiration Date shall
occur on a date other than July 1 or June 30, respectively, any Additional Rent
owed under Section 4.06 for the first Tax Year in which a Tenant's PILOT Payment
is owed or the last Tax Year shall be apportioned in that percentage which the
number of days in the period from the Base Rent Commencement Date to June 30
(with respect to such first Tax Year) or from July 1 to the Expiration Date
(with respect to such last Tax Year), both inclusive, shall bear to the total
number of days in such Tax Year (assuming a year of twelve 30-day months).

(c) In the event of a termination of this Sublease, any such
Additional Rent owed or to be refunded under this Article IV shall be paid
within ten (10) days after submission of an Operating Statement or PILOT
Statement, as the case may be, and the rights and obligations of Landlord and
Tenant under the provisions of this Article IV with respect to any Additional
Rent (including Tenant's

- 41 -

rights under Subsection 4.05(c) and Subsection 4.06(c) shall survive the
termination of this Sublease for a period of one (1) full year.

SECTION 4.08 Interest on Adjustments. If any amount that is to be
-----------------------
paid or refunded pursuant to clause (i) or (ii) of Section 4.04, Subsection
4.05(a) or (c), clause (x) or (y) of Subsection 4.06(b), Subsection 4.06(c) or
Subsection 5.01(e) shall be more or less than the amount previously paid by
Tenant for the item in question for the relevant billing period, then interest
at the Prime Rate shall be added to the amount to be paid, refunded or credited,
as the case may be, calculated from the commencement of such billing period to
the date on which the amount is paid by Tenant or the date the amount is
refunded by Landlord, as applicable, on the assumption that a pro-rata portion
of the amount under-paid or over-paid was required to have been paid or
refunded, respectively, on each installment date within the relevant billing
period.

ARTICLE V
ELECTRICITY

SECTION 5.01 Tenant's Electricity Costs. (a) Subject to Subsection
--------------------------
5.02(a), Tenant covenants and agrees to obtain electricity for the Sublease
Premises on a submetered basis from Landlord or Landlord's designated agent on
the terms and conditions set forth in this Article V. Commencing on the date on
which submetered electricity becomes available to the Sublease Premises, Tenant
shall pay to Landlord monthly in accordance with Subsection 5.01(c), as
Additional Rent, Tenant's Electricity Costs for electricity used in the Sublease
Premises.

(b) From the Possession Date or, if later, the date on which Landlord
delivers actual possession of each portion of the Sublease Premises to Tenant
and until Tenant's Submeters are installed for each such portion, Tenant shall
pay Tenant's Electricity Charge to Landlord for electricity used in such portion
of the Sublease Premises.

(c) Landlord shall deliver to Tenant a monthly bill ("Tenant's
--------
Electricity Bill") of Tenant's Electricity Costs (based on Tenant's aggregate
- ----------------
consumption and Landlord's Average Cost Per Kilowatt Hour, as shown on Tenant's
Submeters and, to the extent herein provided, as surveyed in accordance with the
terms hereof) for the period commencing with the day following the last day
covered in any previous bill ("Electricity Billing Period") delivered by
--------------------------
Landlord under this Subsection 5.01(c), and Tenant shall pay as Addi-
tional Rent the amount set forth in such bill ("Tenant's Electricity Payment")
----------------------------
within twenty (20) days after such bill and any supporting documentation which
Tenant may promptly and reasonably request is delivered to Tenant.

- 42 -

(d) Landlord's failure to render Tenant's Electricity Bill with
respect to any Electricity Billing Period at the end thereof shall not prejudice
Landlord's right to thereafter render Tenant's Electricity Bill with respect to
such Electricity Billing Period or with respect to any subsequent Electricity
Billing Period.

(e) Each Tenant's Electricity Bill shall be conclusive and binding
upon Tenant unless within three (3) years after receipt thereof Tenant shall
notify Landlord that it disputes the correctness of Tenant's Electricity Bill,
specifying those respects in which it is claimed to be incorrect and, except as
so specified, the Tenant's Electricity Bill shall be conclusive and binding
upon Tenant. During such three-year period, Landlord shall provide Tenant with
such information relating to the calculation of Tenant's Electricity Payment as
Tenant may reasonably request. Landlord will establish a schedule based on the
electric utility company's schedule for the Building on which Tenant's Submeters
shall be read by Landlord. Any dispute as to which Tenant has timely notified
Landlord pursuant to the above provisions of this Subsection 5.01(e) that is not
resolved within three and one-half (3-1/2) years after the giving of such
Tenant's Electricity Bill may be submitted for resolution to the Applicable
Engineer of Record by either Tenant or Landlord. Landlord and Tenant shall
share the cost of the Applicable Engineer of Record in resolving such dispute
and the decision of the Applicable Engineer of Record shall be final and binding
on Landlord and Tenant. If it is determined that Tenant has overpaid or
underpaid, then Landlord or Tenant, respectively, shall refund to the other the
amount so determined, together with any interest payable pursuant to Section
4.08, in accordance with the procedure set forth in Subsection 5.01(b) in the
event of an overpayment of Tenant's Electricity Payment.

SECTION 5.02 Submeters. (a) Within thirty (30) days after receipt
---------
and approval by Overlandlord of Tenant's Plans, Landlord shall install, at its
expense, submeters on floors C1, C2, 3, 8, 9, 10 and 15 of the Sublease Premises
(and on each floor of any Expansion Option Space and Offer Premises which may be
added to the Sublease Premises pursuant to Section 7.01) for connection to the
electricity distribution system to be installed on those floors of the Sublease
Premises according to Tenant's Plans, subject to Subsection 5.02(d) and Section
5.05.

(b) As a condition to Tenant's occupancy and use of floors 3, 8, 9,
10 and 15 of the Sublease Premises (and of each floor of any Expansion Option
Space and Offer Premises which may be added to the Sublease Premises pursuant to
Section 7.01), Tenant shall, at its expense, connect any new electricity
distribution system into the submeters to be installed by Landlord and will
increase the capacity of the submeters or add new submeters, as required. The
location and type of submeters installed by Tenant shall be subject to
Landlord's prior approval (which approval shall not be unreasonably withheld).

- 43 -

Tenant shall, at its sole cost and expense, maintain, repair and replace, as
necessary, Tenant's Submeters. If the area of the Sublease Premises shall be
increased or decreased, Landlord shall pay as Additional Rent, within twenty
(20) days after Landlord's demand therefor, all reasonable costs and expenses in
rewiring, furnishing and installing such submeters as may be necessitated
thereby.

(c) Tenant shall pay to Landlord, within twenty (20) days after being
given a bill therefor together with a reasonably detailed statement, Tenant's
pro-rata share of the cost of the electricity usage for the air-handler units
serving in common any partial floor of the Building included in the Sublease
Premises and the remainder of such floor of the Building (including space
located in the nonrentable areas of the core of the floor such as the restrooms,
communications and electrical closets and the elevator lobby). Such pro-rata
share shall be determined by the percentage that the Rentable Square Feet of the
portion of the Sublease Premises on such floor bears to the total Rentable
Square Feet of such floor as set forth in Exhibit "I-1" to the Overlease, and
the terms of Exhibit C shall be applicable to the determination of electricity
---------
usage in such areas.

(d) With respect to Tenant's electricity usage in those portions of
the Sublease Premises (such as electrical closets), if any, that Landlord
determines, in its reasonable discretion, cannot practically be measured by
Tenant's Submeters to be installed by Landlord in accordance with Subsection
5.02(a) ("Nonmetered Space"), Landlord may from time to time but not more often
----------------
than every six (6) months appoint an independent electrical engineer or
consultant to survey Tenant's electricity usage in such Nonmetered Space, and
such engineer's or consultant's determination of Tenant's usage shall be deemed
the same for purposes of this Article 5 as Tenant's usage which is determined by
Tenant's Submeters.

SECTION 5.03 Legal Constraints. (a) If at any time Landlord is not
-----------------
legally permitted to charge to Tenant, or Tenant ceases to be legally liable to
pay Landlord, for submetered electricity as provided in Section 5.01, in whole
or in part, then Landlord shall have the right, upon ten (10) days' written
notice to Tenant, to discontinue supplying electricity to Tenant in accordance
with the provisions of Section 5.01; provided that, in the event of any such
--------
discontinuance, Landlord shall instead furnish electricity to Tenant on a rent
inclusion basis in accordance with Exhibit C annexed hereto. In the event that
---------
Landlord shall exercise the option contained in this Subsection 5.03(a), Tenant
may elect within fifteen (15) days thereafter, at its sole cost and expense, to
arrange to obtain electricity directly from the public utility company
furnishing electricity to the Building; failing such election (and until such
arrangements have been implemented) Landlord shall furnish electricity to Tenant
on a rent-inclusion basis and Base Rent as set forth in Section 3.01 shall be
increased by the Electricity Rent

- 44 -

Inclusion Factor determined in accordance with Exhibit C. Recourse by Landlord
---------
to the right afforded it pursuant to this Section 5.03 to discontinue supplying
electricity in accordance with Section 5.01 shall not prevent Landlord at any
time thereafter from furnishing electricity to Tenant in accordance with Section
5.01; provided that Landlord shall again give Tenant not less than ten (10)
--------
days' written notice of such change, and provided further that Landlord shall
--------
not have the right to so submeter if prior to such notice Tenant shall have
elected to obtain electricity directly from the public utility company in
accordance with the above provisions of this Section 5.03 and expended any sums
in connection therewith.

(b) If pursuant to any Legal Requirement the charges to Tenant
pursuant to Subsection 5.01(a) shall be reduced below that to which Landlord is
entitled under such Subsection 5.01(a), then, to the extent permitted by law,
Landlord shall have the right, as an alternative to that provided for in
Subsection 5.03(a) to elect to have the amount of any such reduction paid by
Tenant as Additional Rent within ten (10) days after being billed therefor by
Landlord as compensation for the operation and maintenance of the electricity
distribution system of the Building.

SECTION 5.04 Additional Taxes. If any tax (not included in
----------------
Landlord's Average Cost per Kilowatt Hour) is imposed by any federal, state or
municipal authority upon Landlord's receipt of moneys from the furnishing of
electricity to Tenant hereunder, Tenant shall pay such taxes to Landlord as
Additional Rent within twenty (20) days after Landlord's demand therefor
(provided, however, Tenant shall not be obligated under the foregoing to pay any
- --------- -------
income taxes payable by Landlord to the extent that such income taxes arise from
Landlord having profited on the furnishing of electricity to Tenant).

SECTION 5.05 Usage. (a) Tenant's use of electricity in the Sublease
-----
Premises shall not at any time exceed the capacity of the electrical conductors
and equipment in or otherwise serving the Sublease Premises. In no event shall
Tenant connect to the Building's electricity distribution system electrical
equipment capable of drawing more than [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] watts of connected electrical load per Rentable Square Foot on floors
C1, 3, 8, and 15, or more than [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
watts of connected electrical load per Rentable Square Foot on floors C2 and 9,
or more than [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] watts of connected
electrical load per Rentable Square Foot on floor 10 of the Sublease Premises
(exclusive of electricity used for base Building HVAC to be supplied to the
Sublease Premises pursuant to Subsubsection 17.01(a)(i) of this
Sublease). Without limiting the foregoing agreement on the part of Tenant,
Landlord hereby represents that Landlord will supply (subject to Section 5.07),
and that the Sublease Premises are served by risers and other equipment
sufficient to supply, at least [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
watts of connected electrical load per

- 45 -

Rentable Square Foot to floors C1, C2, 3, 8, and 15, at least [MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] watts of connected electrical load on floor 9,
and at least [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] watts of connected
electrical load per Rentable Square Foot on floor 10 of the Sublease Premises
for power and lighting (exclusive of electricity used for base Building HVAC to
be supplied to such floors of the Sublease Premises pursuant to Subsubsection
17.01(a)(i)).

(b) After completion of Tenant's Work and except as shown on Tenant's
Plans, Tenant shall not make or perform, or permit the making or performing of,
any alterations to wiring installations or other electrical facilities in or
serving the Sublease Premises or add any substantial electrical equipment (other
than ordinary and usual office equipment) in the Sublease Premises without
Landlord's prior written approval of the plans and specifications for such work
(which approval shall not be unreasonably withheld). Should Landlord grant any
such approval, all additional risers or other equipment required therefor
(including additions to or the rewiring of Tenant's Submeters) shall be
installed by Tenant at Tenant's sole cost and in accordance with the other terms
and conditions of this Sublease.

SECTION 5.06 Emergency Power. (a) Landlord will, at Tenant's expense
---------------
and written request given to Landlord within thirty (30) days after the first
Possession Date, furnish Tenant with connections to Landlord's emergency
electric power generator on floor 10 of the Building sufficient to provide
Tenant with a backup supply of up to [MATERIAL OMITTED AND FILED SEPARATELY WITH
SEC] KW's of electric power for use in emergencies by Tenant's electronic
equipment (other than emergency lighting) located in the Sublease Premises.
Landlord may install switches to protect Landlord's electric power generator by
automatically reducing power and/or disconnecting Tenant's load in case of
generator malfunction or overloading by Tenant and/or others.

(b) Landlord's charge to Tenant for connecting the Sublease Premises
(other than floors C1 and C2) to such emergency electric power as a part of
Tenant's Work will be $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] per KW
of emergency power which Landlord shall be requested to reserve for and make
available to Tenant in addition to the costs of installing cabling and switches
to transmit emergency electric power from Landlord's emergency electric power
generators on floor 10 of the Building to Tenant's electrical equipment on floor
10 and any other floors of the Sublease Premises to be served by such emergency
electric power. In addition, Tenant will also be required to pay to Landlord,
as Additional Rent twenty (20) days after being billed therefor by Landlord, a
pro rata share of Landlord's costs of operating and maintaining Landlord's
emergency electrical power generator on the tenth (10th) floor of the Building
and the related power distribution cabling and switches.

- 46 -

SECTION 5.07 Failure or Defect in Supply. Except as provided in
---------------------------
Article XXII, Landlord shall not be liable in any way to Tenant for any failure
or defect in the supply or character of electricity furnished to the Sublease
Premises by reason of any requirement, act or omission of the public utility
furnishing the Premises with electricity, or emergency electric power generator
malfunction, or for any other reason not attributable primarily to gross
negligence or willful misconduct of Landlord or its agents, contractors,
employees, managers or officers.

SECTION 5.08 Replacement of Lamps and Bulbs. Tenant shall, at
------------------------------
Tenant's own cost and expense, furnish and install all replacement lighting
tubes, lamps, bulbs and ballasts which Tenant shall require in the Sublease
Premises.

ARTICLE VI
USE OF SUBLEASE PREMISES

SECTION 6.01 Permitted Use. (a) Subject to the other terms of this
-------------
Sublease, the Sublease Premises shall be used and occupied solely for
administrative, executive and general offices, and for any lawful use incidental
thereto that is in keeping with the character, reputation and appearance of a
first-class office building in the Borough of Manhattan, and Tenant shall not
use or occupy the Sublease Premises for any other use or purpose.

(b) Tenant shall not use or occupy the Sublease Premises or any part
thereof, or permit or suffer the Sublease Premises or any part thereof to be
used or occupied, as a trading floor or headquarter facilities for the New York
Stock Exchange or for any purpose whatsoever by the Federal Reserve Bank of New
York, nor shall it use or occupy, or permit or suffer the Sublease Premises or
any part thereof to be used or occupied for any unlawful business, use or
purpose, or in an unlawful manner or such manner as to constitute in law or in
equity a nuisance of any kind (public or private), or for any dangerous or
noxious trade or business, or for any purpose or in any way in violation of any
temporary certificate of occupancy for the Sublease Premises to be obtained and
maintained in effect (as provided in Section 6.02) from time to time during the
Term or in violation of any Legal Requirement or Insurance Requirement
applicable to Tenant's use or occupancy of the Sublease Premises which with
Tenant is otherwise obligated to comply pursuant to the terms of this Sublease,
or which may make void or voidable any insurance then in force on the Premises.
Tenant shall not at any time use or occupy the Sublease Premises, or suffer or
permit anyone to use or occupy, the Sublease Premises, or do anything in the
Sublease Premises or the Premises, or permit anything to be done in the Sublease
Premises, in any manner (i) which violates the restrictions as to use and
occupancy set forth herein, (ii) which causes or will cause injury to the
Premises or any equipment, facilities or systems therein, (iii) which
unreasonably impairs the character or appearance

- 47 -

of the Building as a first-class office building, (iv) which unreasonably
impairs the proper maintenance, operation and repair of the Building or its
equipment, facilities or systems, or (v) which violates any of Tenant's other
obligations under this Sublease. Further, Tenant shall not use, or suffer or
permit anyone to use, the Sublease Premises or any part thereof, for or by (A) 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 (but the
foregoing shall not exclude cafeterias, lunch rooms, executive and other dining
rooms, food service or food vending machines for the partners, officers,
employees and business guests of Tenant and its Subsubtenants), (B) the business
of photographic reproductions and/or offset printing, except that the foregoing
shall not prohibit such reproductions or printing to the extent incidental to
Tenant's business and its office use of the Sublease Premises, (C) 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, (D) an employment agency, (E) any union or religious
organization, (F) as offices for any charitable or other not-for-profit
organization or (G) any retail operation or travel agency that deals directly
with the public from the Sublease Premises. Nothing in this Subsection 6.01(b)
shall be deemed to limit the general prohibitory terms of Subsection 6.01(a).

(c) Immediately upon the discovery of any use prohibited hereunder,
Tenant shall take all reasonably necessary steps, legal and equitable, to cause
the discontinuance of such use.

(d) Landlord represents that attached hereto as Exhibit I is a true
---------
and complete copy of the existing temporary certificate of occupancy for the
Sublease Premises which permits the occupancy of the Sublease Premises for
offices as specified therein; and that, after a temporary certificate of
occupancy is first issued for the Sublease Premises covering Tenant's Work and
any other Alterations undertaken by Tenant, Landlord will cause such temporary
certificate of occupancy to be timely renewed (without change as it relates to
the Sublease Premises) until the end of the Term or the issuance of a permanent
certificate of occupancy for the Sublease Premises.

(e) Notwithstanding anything herein that may be construed to the
contrary and provided Landlord has not done so, Tenant shall not use the
Sublease Premises in a manner that would cause the same or any part thereof to
be characterized as a place of "public accommodation", as such term is used in
the federal American with Disabilities Act, unless: (i) Tenant shall perform, at
its sole cost and expense, all Alterations required in connection with use, and
(ii) such use shall not require any changes to any portion of the Building
(including any entranceways or other appurtenances thereto) other than the
Sublease Premises.

- 48 -

SECTION 6.02 Licenses, Permits. If any licenses, permits and/or
-----------------
authorizations (other than temporary certificates of occupancy for the core and
shell of the Building and temporary certificates of occupancy for the Sublease
Premises which must be renewed or obtained after a temporary certificate of
occupancy is first issued for the Sublease Premises covering Tenant's Work and
any other Alterations undertaken by Tenant) of any Governmental Authorities
shall be required for the proper and lawful conduct in the Sublease Premises or
any part thereof of the business of Tenant or the permitted use by Tenant of the
Sublease Premises or any part thereof (or, in each case, any Person claiming by,
through or under Tenant), then Tenant, at its expense, shall duly procure and
thereafter maintain such licenses, permits and authorizations (including a
change to the certificate of occupancy, if necessary as a result of Tenant's
use) and submit the same to Landlord for inspection. Landlord shall use
Landlord's Reasonable Efforts to cooperate in the procuring and maintenance of
such licenses, permits and authorizations. Tenant shall at all times comply
with the terms and conditions of each such license, permit and authorization.

ARTICLE VII
EXPANSION, FIRST OFFER, CANCELLATION AND RENEWAL OPTIONS

SECTION 7.01 Expansion and First Offer Options. (a) Tenant is hereby
---------------------------------
granted three options to sublease Expansion Option Spaces on the same terms and
conditions as are provided herein with respect to the Sublease Premises, except
as otherwise stated herein. Tenant's first option shall expire and be of no
further force and effect unless Tenant shall exercise the same by a written
notice delivered to Landlord at some time not earlier than [MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC] nor later than [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC], which notice shall specify a "Possession Date" for and an effective
---------------
date for the sublease of such Expansion Option Space that shall be [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC]. Tenant's second option shall expire and
be of no further force and effect unless Tenant shall exercise the same by
delivery to Landlord of a written notice, which shall specify an effective date
for the sublease of such Expansion Option Space that shall be no earlier than
[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] nor later than [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC], at least eighteen (18) months prior to
such effective date. Tenant's third option shall expire and be of no further
force and effect unless Tenant shall exercise the same by delivery to Landlord
of a written notice, which shall specify an effective date for the sublease of
such Expansion Option Space that shall be no earlier than [MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC] nor later than [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC], at least eighteen (18) months prior to such effective date. No such
exercise shall, however, be effective if, at the time of such exercise or at the
date as of which the sublease of the Expansion Option Space would otherwise have
been

- 49 -

effective, any monetary Event of Default shall have occurred and be continuing.

(b) If Tenant shall exercise its option to sublease any Expansion
Option Space, then within ninety (90) days after the delivery of Tenant's
acceptance described in Subsection 7.01(a) Tenant and Landlord shall execute and
deliver either an amendment of this Sublease relating to the Expansion Option
Space or, at Landlord's option, a separate sublease of the Expansion Option
Space (which shall be cross-defaulted to Tenant's obligations under this
Sublease) to embody the terms of this Sublease of the Premises (including the
provisions for Tenant's Work and Allowance and Landlord's work set forth in
Sections 2.05 and 2.06). However, the Base Rent, Base Rent commencement date
and Tenant's allowance for Alterations provided for in any such amendment or
sublease shall be as follows:

(i) In the case of Tenant's first option to sublease the Expansion
Option Space on floor 7 of the Building, the Base Rent shall be the same as
the Base Rent in effect for floors 3, 8, 9, 10 and 15 of the Sublease
Premises on the Base Rent commencement date of the new sublease multiplied
by the number of Rentable Square Feet of the Expansion Option Space and
divided by the number of Rentable Square Feet of space on floors 3, 8, 9,
10 and 15 of the Sublease Premises. In all other cases, the Base Rent for
Expansion Option Space shall be equal to the greater of (a) the Base Rent
in effect for floors 3, 8, 9, 10 and 15 of the Sublease Premises on the
Base Rent commencement date of the new sublease multiplied by the number of
Rentable Square Feet of the Expansion Option Space and divided by the
number of Rentable Square Feet of space on floors 3, 8, 9, 10 and 15 of the
Sublease Premises, or (b) the fair market rental value of the Expansion
Option Space for the remainder of the Term appropriately adjusted (on a net
effective basis) to take into account the Base Rent commencement date and
Tenant's allowance provided for below and the continuation of Operating and
PILOT Payments as contemplated by Article IV of this Sublease (without any
change in the Base Operating Amount or the Base Tax Year).

(ii) In the case of Tenant's first option to sublease the Expansion
Option Space on floor 7 of the Building, the Base Rent commencement date
shall be twelve (12) months after the date on which Landlord actually
delivers possession of the Expansion Option Space on floor 7 of the
Building to Tenant. In all other cases, the Base Rent commencement date for
any such sublease (or amendment) with respect to such space shall be the
number

- 50 -

of days after the effective date (i.e., [MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC]) of the sublease (or amendment) that is equal to the
number of days from the estimated Possession Date to the Base Rent
Commencement Date (which shall be assumed to be seventeen (17) months)
multiplied by a fraction (the "Term Fraction") equal to the term of
-------------
such a sublease (or amendment) divided by the full Term of this Sublease,
plus any additional number of days that Landlord's delivery of possession
of the Expansion Option Space shall be delayed beyond [MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC], as the case may be, through no fault of Tenant.

(iii) If any casualty or other event shall occur prior to the Base
Rent commencement date for any Expansion Option Space as a result of which
Tenant would have been entitled to an abatement of Rents pursuant to
Article XXII or XXIII if the Base Rent commencement date for such Expansion
Option Space had already occurred, then the Base Rent commencement date for
such Expansion Option Space shall be postponed by the number of days that
Tenant would otherwise have been entitled to an abatement of Rents with
respect to each floor of the Building on which such Expansion Option Space
is located.

(iv) If Landlord fails to cause any of Landlord's work described in
Subsection 2.06(a) that is performed by Landlord (and not by Tenant at
Landlord's expense) with respect to any Expansion Option Space to be
substantially completed no later than the date of Substantial Completion of
Tenant's Work for any such Expansion Option Space or if performance of any
such Landlord's work delays Substantial Completion of such Tenant's Work,
then the Base Rent commencement date for such Expansion Option Space shall
be postponed by the number of days that (X) Substantial Completion of such
work to be done by Landlord for such Expansion Option Space is delayed
beyond the date of Substantial Completion of Tenant's Work for any such
Expansion Option Space and (Y) Substantial Completion of such Tenant's Work
is delayed by the performance of such Landlord's work.

(v) In the case of Tenant's first option to sublease the Expansion
Option Space on floor 7 of the Building, the Tenant's allowance for
Alterations to such Expansion Option Space shall be the same as the
Tenant's Allowance for floors 3, 8, 9, 10 and 15 of the Sublease Premises
multiplied by the number of Rentable Square Feet of the Expansion Option
Space and divided by the number of Rentable Square Feet of space on floors
3, 8, 9, 10 and 15 of the Sublease Premises. In all other cases, the

- 51 -

amount of the Tenant's allowance for Alterations to the Expansion Option
Space shall be equal to (X) the Tenant's Allowance for floors 3, 8, 9, 10
and 15 of the Sublease Premises divided by the number of Rentable Square
Feet of such floors of the Sublease Premises/7/ and then (Y) multiplied by
the Term Fraction and also by the number of Rentable Square Feet of such
Expansion Option Space.

(c) If at any time or times Landlord shall decide to sublease the
Offer Premises to any third Person (excluding, however, any Affiliate of
Landlord or any Person named on Exhibit J in respect of floors 3 through 16 of
---------
the Building or as to any other Person in respect of any other floors of the
Building to whom Landlord shall have (as of the date hereof) previously extended
a preferential right with respect to such space), then Landlord shall first give
a notice to Tenant offering the Offer Premises to Tenant on the same terms and
conditions as are provided herein with respect to the Sublease Premises, except
as otherwise stated therein. For up to thirty (30) days after receipt of such
notice, Tenant shall have an option to sublease the Offer Premises by delivering
to Landlord a written acceptance of the offer contained in Landlord's notice.
If Tenant shall deliver to Landlord a rejection of such offer or if Tenant shall
fail to deliver to Landlord a written acceptance of such offer within such 30-
day period, as applicable, then Landlord may at any time prior to the expiration
of two hundred and seventy (270) days after the delivery of Landlord's notice
enter into a sublease of the Offer Premises to any third Person (even though the
same may still be subject to Overlandlord's approval) providing to Landlord at
least ninety (90) percent, calculated on a present-value basis, of the total
Rents to be paid by Tenant pursuant to Subsection 7.01(d) and otherwise on terms
that are materially not less favorable to Landlord than the other terms
specified in this Sublease by Landlord to Tenant. If a sublease is not entered
into prior to the expiration of such 270-day period, then prior to Landlord's
entry into any sublease of the Offer Premises Landlord shall again be obligated
to first offer the Offer Premises to Tenant before subleasing the Offer Premises
to any third Person.

(d) If Tenant shall accept Landlord's offer to sublease the Offer
Premises, then within ninety (90) days after the delivery of Tenant's notice
described in Subsection 7.01(c) Tenant and Landlord shall execute and deliver
either a sublease of the Offer Premises (which shall be cross-defaulted to
Tenant's obligations under this Sublease) or, at Landlord's option, an amendment
of this Sublease relating to the Offer Premises to embody the terms of this
Sublease of the Premises. In either case, the Base Rent for the

- ----------
/7/ This amount should equal $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
plus approximately $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] per
Rentable Square Foot.

- 52 -

Offer Premises shall be equal to the fair market rental value of the Offer
Premises for the remainder of the Term appropriately reduced (on a net effective
basis) to take into account the continuation of Operating and PILOT Payments as
contemplated by Article IV of this Sublease (without any change in the Base
Operating Amount or the Base Tax Year) and any other relevant factors. The Base
Rent commencement date for any such sublease (or amendment) shall be the number
of days after the date of such sublease (or amendment), and the Tenant's
allowance for Alterations to the Offer Premises shall be the amount, as shall
then be customary for leases of comparable space in comparable buildings having
the same term as such a sublease (or amendment).

(e) Landlord shall notify Tenant of its determination of the Base
Rent for any sublease of the Expansion Option Space or Offer Premises just as
soon as reasonably practicable after Tenant notifies Landlord of its exercise of
its option to sublease the Expansion Option Space or its acceptance of
Landlord's offer to sublease the Offer Premises. If Tenant disputes Landlord's
determination of such Base Rent and the parties are unable to reach an agreement
by the Base Rent commencement date for the Expansion Option Space or the Offer
Premises, then Tenant shall pay Base Rent at the same rate per rentable square
foot payable for the Sublease Premises starting on the Base Rent commencement
date for the Expansion Option Space or Offer Premises, and the dispute between
Tenant and Landlord over such Base Rent shall be submitted to binding
arbitration conducted by the American Arbitration Association. Landlord and
Tenant shall each select one arbitrator or qualified real estate appraiser, and
the American Arbitration Association shall select a third. A majority of the
three arbitrators or appraisers so selected shall determine the Base Rent for
the Expansion Option Space or Offer Premises and render a written determination
as expeditiously as reasonably possible. In case the Base Rent for the
Expansion Option Space or Offer Premises as so determined shall be greater than
the Base Rent payable for the Sublease Premises during the arbitration, Tenant
shall pay to Landlord on the next rent payment date after the arbitrators render
a written determination one-twelfth (1/12th) of the annual Base Rent so
determined by the arbitrators plus the amount of the excess for the number of
months from Base Rent Commencement Date for the Expansion Option Space or Offer
Premises through such next rent payment date after the arbitrators render a
decision together with interest on such excess at the Prime Rate. In case the
Base Rent for the Offer Premises as so determined shall be less than the Base
Rent payable for the Sublease Premises during the arbitration, Landlord shall
refund to Tenant on the next rent payment date after the arbitrators render a
written determination the amount of any overpayment by Tenant for the number of
months from Base Rent Commencement Date for the Offer Premises through such next
rent payment date after the arbitrators render a decision together with interest
on such overpayment at the Prime Rate. Landlord and Tenant shall each pay the
fees and expenses of the arbitrator or appraiser

- 53 -

appointed by it, plus one-half of the fees and expenses of the third arbitrator
or appraiser appointed by the American Arbitration Association.

(f) Just as soon as Landlord and Tenant shall enter into a sublease
(or amendment) of any Offer Premises, Landlord shall use Landlord's Reasonable
Efforts to obtain Overlandlord's consent to such Sublease (or amendment), if
then required. If Overlandlord shall fail to execute and deliver such consent
within sixty (60) days after Landlord's submission of such lease (or amendment)
to Overlandlord, then Landlord and Tenant shall each have the right to cancel
such sublease (or amendment) and all of their respective rights and obligations
hereunder, upon the giving of twenty (20) days' notice and the failure of such
consent to be executed and delivered by Overlandlord prior to the expiration of
such 20-day period. If such sublease (or amendment) is cancelled as aforesaid,
then Tenant and Landlord shall no longer have any rights or obligations to each
other under this Section 7.01 with respect to such Offer Premises, and Landlord
shall be free to sublease all or any part of such portion of the Building that
is not part of the Sublease Premises without regard to this Section 7.01.

SECTION 7.02 Cancellation Options. (a) Landlord shall notify Tenant
--------------------
at least eighteen (18) months prior to any date not earlier than June 1, 2000
nor later than June 1, 2008 during the Term as of which Landlord expects that it
and its Affiliates will cease to occupy at least [MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC] Rentable Square Feet of office space in the Building (for
any causes other than Casualty, Condemnation or Events Beyond Landlord's
Control). At any time not fewer than twelve (12) months prior to the date
specified in Landlord's notice as of which Landlord expects that it and its
Affiliates will cease to occupy at least [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] Rentable Square Feet of office space in the Building, Tenant shall
have an option to partially cancel this Sublease as to any one piece of the
Cancellation Option Space effective on the date specified in Landlord's notice
to Tenant, time being of the essence. If Landlord and its Affiliates cease to
occupy at least [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] Rentable Square
Feet of office space in the Building (for any causes other than Casualty,
Condemnation or Events Beyond Landlord's Control) at any time prior to June 1,
2007 without so notifying Tenant, Tenant shall also have an option to partially
cancel this Sublease as to any one piece of the Cancellation Option Space
effective on any date specified in Tenant's notice to Landlord that is not
earlier than June 1, 2000 nor later than June 1, 2008 and not fewer than twelve
(12) months after the date of Tenant's notice or the date Landlord's and its
Affiliates' occupancy actually drops below [MATERIAL OMITTED AND FILED
SEPARATELY WITH SEC] Rentable Square Feet of office space in the Building,
whichever is later, time being of the essence, unless Landlord and its
Affiliates resume occupancy of at least [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] Rentable Square Feet

- 54 -

of office space in the Building on or before the effective date specified in
Tenant's notice of partial cancellation. In each case, however, (i) there shall
be no uncured monetary Event of Default under this Sublease on the date Tenant
delivers its notice to partially cancel this Sublease to Landlord, and (ii)
Tenant shall pay to Landlord with Tenant's notice to partially cancel this
Sublease the Cancellation Payment applicable to the effective date of such
partial cancellation. At its option, Tenant may defer payment of one-half (1/2)
of the Cancellation Payment to the date Tenant actually vacates and surrenders
the Sublease Premises to Landlord in accordance with Subsection 15.03(b).

(b) Tenant shall also have an option to partially cancel this
Sublease as to a portion of the Sublease Premises on floor 10 of the Building
containing approximately [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
Rentable Square Feet and shown as Area B on the plan of floor 10 attached hereto
as Exhibit A-1-7 without the payment of any cancellation payment by giving
-------------
Landlord a written notice of such partial cancellation at any time prior to
December 31, 1993.

(c) Promptly after any partial cancellation of this Sublease pursuant
to Subsection 7.02(a) or (b), Landlord and Tenant will enter into an amendment
of this Sublease to appropriately reflect how the Sublease Premises, Base Rent
and other terms of this Sublease are affected by such partial cancellation.

SECTION 7.03. Renewal Options. (a) If Landlord elects to renew the
---------------
term of the Overlease pursuant to Landlord's options to do so in the Overlease,
and if Tenant is not in default under this Sublease beyond any applicable grace
period, then Tenant shall also have corresponding rights to renew the Term of
this Sublease for [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] commensurate
terms ("Renewal Terms") of [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
-------------
years apiece (or such slightly shorter or longer periods commencing either on
the day following the expiration of the initial Term or on the day following the
expiration of the first Renewal Term of this Sublease as would result in the
expiration of the first or second Renewal Term of this Sublease on the day
immediately preceding the expiration of the correspondingly renewed term of the
Overlease). If Tenant is in default under the Sublease beyond any applicable
grace period on the day prior to the first day of either Renewal Term, the
Renewal Term shall not go into effect unless Landlord shall elect otherwise in
writing, but such election shall not constitute a waiver of the default. If any
Renewal Option is not exercised on or before the time provided in Subsection
7.03(b), it shall expire and be of no further force or effect, and Tenant shall
have no further right to exercise the Renewal Option or otherwise renew the
term of this Sublease. Unless the context shall otherwise require, each Renewal
Term shall be upon the same terms, covenants and conditions as shall be in
effect immediately prior to such renewal, except that (a) there shall be no
------
right or option to further renew

- 55 -

the Term of this Sublease for any period of time beyond the expiration of the
first Renewal Term unless Landlord elects to renew the term of the Overlease for
a commensurate period pursuant to Landlord's option to do so in the Overlease
and Tenant is not in default under this Sublease beyond any applicable grace
period, and (b) the Base Rent for each Renewal Term shall be determined as
provided in Subsection 7.03(c).

(b) At least thirty-six (36) months before the Expiration Date of
this Sublease or of the first Renewal Term, as the case may be, Landlord and
Tenant shall begin to discuss whether Landlord intends to exercise any renewal
option it may then have under the Overlease and whether Tenant intends to
exercise its correlative option to renew this Sublease (a "Renewal Option"). At
--------------
least thirty (30) months before the Expiration Date of this Sublease or of the
first Renewal Term, as the case may be, time being of the essence with respect
to such dates, Tenant and Landlord shall advise one another as to whether they
commit to exercise their respective options. If Landlord and Tenant both commit
to exercise their respective options, then both parties shall be bound by their
decision and the applicable Renewal Option shall be deemed exercised. If
Landlord commits to exercise its renewal option under the Overlease and Tenant
elects not to exercise the Renewal Option, then only Tenant shall be bound by
such election. If Landlord does not commit to exercise its renewal option under
the Overlease notwithstanding Tenant's willingness to exercise its Renewal
Option, Landlord shall be bound by its decision not to exercise its renewal
option; provided, however, that if Landlord subsequently decides to exercise its
--------
renewal option under the Overlease, then Landlord will so advise Tenant. In
that case, Tenant shall have another option, by notice given to Landlord within
thirty (30) days of receiving such advice from Landlord, to exercise its Renewal
Option. If Landlord and Tenant both elect not to exercise their respective
options, then only Tenant shall be bound by its decision not to exercise its
Extension Option. In case Landlord has committed to exercise its renewal option
under the Overlease and Tenant commits to exercise its Extension Option, subject
to the provisions of this Subsection 7.03(b), the Term of this Sublease shall be
extended for Renewal Term without the execution of any further instrument.

(c) The Base Rent payable by Tenant during any Renewal Term shall be
equal to the then current Base Rent that shall be payable by Landlord under the
Overlease with respect to the floors in the Building which comprise the Sublease
Premises. In addition, Tenant shall pay Landlord as Additional Rent Tenant's
Proportionate Share of Landlord's Operating Expenses and PILOT Charges in excess
of Base Operating and PILOT Amounts which shall be equal to zero ($0.00) (so
that the result will be the same as though Tenant were a net lessee with respect
to the Sublease Premises) during the Renewal Term, it being intended by the
parties hereto that Landlord shall not incur any charges, costs or expenses, nor
make any profit,

- 56 -

in connection with Tenant's exercise of its Renewal Option and its occupancy of
the Sublease Premises during the Renewal Term. If Tenant should wish to dispute
the correctness of any amount of any Base or Additional Rent required to be paid
during any Renewal Term, Landlord shall promptly make available to Tenant all
available information relating to the calculation of any such charges, Operating
Expenses or capital expenditures. Any dispute that is not resolved within six
(6) months after a demand for payment by Landlord shall be submitted to an
Independent Accountant for resolution. The fees and expenses of the Independent
Accountant in resolving such dispute shall be borne by the parties, and the
Independent Accountant shall apportion the fees and expenses between the
parties, based on the degree of success of each party. The decision of the
Independent Accountant shall be final and binding on the Landlord and Tenant.

ARTICLE VIII
SUBORDINATION AND CONSENT OF SUPERIOR PARTIES

SECTION 8.01 Superior Interests. (a) This Sublease, and all rights
------------------
of Tenant hereunder, are and shall be subject and subordinate to (i) the
Overlease (subject to Section 10.19 thereof), all matters to which the Overlease
is subject and subordinate, and all renewals, modifications, replacements and
extensions hereafter made thereto, (ii) the Ground Lease, the Project Operating
Agreement, the First Secured Loan (as defined in the Overlease) and all
renewals, modifications, replacements, extensions spreaders and consolidations
hereafter made thereto, (iii) each and every advance made or hereafter to be
made thereunder, (iv) The Mortgage referred to in the Nondisturbance Agreement
between Bankers Trust Company and Landlord, and any other mortgages (except
mortgages made by Landlord as landlord under this Sublease) which may hereafter
affect Landlord's interest and/or estate as tenant under the Overlease and/or of
the Premises, whether or not such mortgages shall also cover other lands and/or
buildings and/or leases, (v) each and every advance made or hereafter to be made
under such mortgages, and (vi) all renewals, modifications, replacements,
extensions spreaders and consolidations of such mortgages. (Any interest to
which this Sublease is subject and subordinate is herein called a "Superior
--------
Interest"; the instrument creating or evidencing a Superior Interest is herein
- --------
called a "Superior Instrument"; the holder of a Superior Interest is herein
-------------------
called a "Superior Party"; any mortgage to which this Sublease is, at the time
--------------
referred to, subject and subordinate is herein called a "Superior Mortgage"; and
-----------------
the holder of a Superior Mortgage is herein called a "Superior Mortgagee".)
------------------

(b) Landlord has given Tenant true and complete copies of the
Overlease (redacted, however, to delete financial terms that Landlord has agree
with Overlandlord to keep confidential), the Ground Lease (except for the
amendments and related memoranda thereof referred to in the Nondisturbance
Agreements and on Exhibit F to the Overlease, which are not intended to be
referred where references to

- 57 -

the Ground Lease or Superior Instruments are made herein), the Project Operating
Agreement and the Nondisturbance Agreements.

(c) The subordination provisions of Subsection 8.01(a) shall be self-
operative and no further instrument of subordination shall be required. In
confirmation of such subordination, Tenant shall promptly execute, acknowledge
and deliver any instrument that Landlord or a Superior Party or any of their
respective successors in interest may reasonably request to evidence such
subordination. Notwithstanding the foregoing, nothing in this Sublease shall be
construed to be in derogation of the nondisturbance rights that Landlord has
been granted by the Nondisturbance Agreements, or that the Tenant may possess
pursuant to Section 10.19 of the Overlease, and Landlord agrees that it shall
use Landlord's Reasonable Efforts to obtain confirmation from Overlandlord that
Tenant in fact is entitled to the benefit of said nondisturbance rights.

(d) Tenant shall not do anything that would constitute a default
under a Superior Instrument (including any Superior Mortgage), or omit to do
anything that Tenant is obligated to do under the terms of this Sublease so as
to cause Landlord to be in default thereunder, provided, however, that such
-------- -------
action or inaction shall not be required hereunder to the extent that the same
increases in any non-de-minimis respect Tenant's obligations hereunder or
decreases in any non-de-minimis respect Tenant's rights or Landlord's
obligations hereunder. If, in connection with the financing of the Premises,
the Building or any portion thereof, or any interest therein, any lending
institution shall request modifications of this Sublease that do not increase
the monetary obligations of Tenant hereunder or materially increase the
nonmonetary obligations of Tenant hereunder or materially and adversely affect
the rights of Tenant hereunder, Tenant shall make such modifications, provided
--------
that any reasonable attorneys' fees or similar expenses associated therewith
shall be paid for by the party requesting such modifications. Any dispute as
to whether Tenant shall be required to make modifications requested of it shall
be resolved by arbitration pursuant to Article XXI.

SECTION 8.02 Notice to Superior Mortgagees. If any act or omission
-----------------------------
of Landlord would give Tenant the right, immediately or after lapse of a period
of time, to cancel or terminate this Sublease, or to claim a partial or total
eviction, Tenant shall not exercise such right (a) until it has given written
notice of such act or omission to Landlord and each Superior Mortgagee whose
name and address shall previously have been furnished to Tenant, and (b) until a
reasonable period for remedying such act or omission shall have elapsed
following the giving of such notice and following the time when such Superior
Mortgagee shall have become entitled under such Superior Mortgage to remedy the
same (which reasonable period, if required by any Superior Mortgagee, shall in
no event be less than the period to which Landlord would be entitled under this

- 58 -

Sublease or otherwise, after similar notice, to effect such remedy), provided
such Superior Mortgagee shall with due diligence (i) give Tenant notice of
intention to remedy such act or omission and (ii) commence and continue to
remedy such act or omission to the extent it is able to do so without possession
of the Building, and if unable to do so without possession, seek possession,
directly or through a receiver, and upon obtaining possession of the Building,
commence and continue to remedy such act or omission.

SECTION 8.03 Attornment. If at any time prior to the expiration of
----------
the Term, the Overlease shall terminate or be terminated for any reason or any
Superior Party comes into possession of the Premises or the Building or the
estate created by the Overlease, by receiver or otherwise, then, subject to
Section 10.19 of the Overlease, Tenant agrees, at the election and upon demand
of such Person entitled to possession of the Sublease Premises, to attorn, from
time to time, to such Person acquiring the interest of Landlord, upon the then-
executory terms and conditions of this Sublease, for the remainder of the Term,
or, at the cost and request of such Person, Tenant shall enter into a new lease
on the same terms and conditions as this Sublease for the remainder of the Term.
Notwithstanding the foregoing, this Sublease shall not terminate solely by
reason of a termination of the Overlease without the prior written consent of
the holder of the Superior Mortgage which is a first mortgage on the Premises.
The provisions of this Section 8.03 shall inure to the benefit of any Superior
Party, shall apply notwithstanding that, as a matter of law, this Sublease may
terminate upon the termination of any such Superior Lease and 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
Person, shall execute, from time to time, instruments in confirmation of the
foregoing provisions of this Section 8.03, reasonably satisfactory to any such
Person, acknowledging such attornment and setting forth the terms and
conditions of its tenancy. Nothing contained in this Section 8.03 shall be
construed to impair any right otherwise exercisable by any such Person.
Further, any obligation of Tenant under this Section 8.03 shall apply only if,
upon the performance of such obligation, Tenant would continue to enjoy the
benefits accorded to Tenant hereunder, including the covenant of quiet enjoyment
contained in Section 9.01 hereof.

SECTION 8.04 Modifications of Superior Instruments. No modifications
-------------------------------------
or amendments of the Overlease, Ground Lease (including any amendment of the
Ground Lease referred to in the Nondisturbance Agreements and on Exhibit F to
the Overlease), Nondisturbance Agreements, Project Operating Agreement or other
Superior Instruments (except those which can be modified or amended without
Landlord's consent) that result in an increase of Tenant's monetary obligations
hereunder or affect in a non-de-minimis and

- 59 -

adverse manner Tenant's rights and remedies hereunder or increase in a non-de-
minimis and adverse manner Tenant's obligations hereunder shall be binding upon
Tenant for purposes of this Sublease unless and until Tenant shall have
consented to such modification or amendment in a writing separate from this
Sublease. If there shall be any dispute between Landlord and Tenant with respect
to whether Tenant's consent to a modification or amendment is required or
properly withheld, and such dispute is made the subject of an arbitration
between Landlord and Overlandlord pursuant to the Overlease, then such dispute
between Landlord and Tenant shall be resolved by arbitration pursuant to Article
XXI, and to the extent possible, shall be consolidated with the arbitration
between Landlord and Overlandlord so as to avoid inconsistent results.

SECTION 8.05 Consent of Others. If, pursuant to the terms of this
-----------------
Sublease, Tenant must obtain the consent or approval of Landlord, and Landlord
must, pursuant to the Overlease, obtain the consent of any Superior Party, then
in the event Landlord is reasonably contemplating granting such consent or
approval or in the event Landlord is obligated under this Sublease, in light of
the relevant facts and circumstances, to grant such consent or approval,
Landlord shall forward a copy of Tenant's request for such consent or approval,
together with any relevant documents Landlord deems appropriate, to such
Superior Party, and (except as otherwise provided in Subsection 2.03(a)) use
Landlord's Reasonable Efforts to obtain the consent or approval of such Superior
Party. If such Superior Party refuses to grant such consent or approval, and,
as a result, Landlord withholds its consent to Tenant's request therefor, such
withholding by Landlord shall not be deemed to be an unreasonable refusal to
grant such consent or approval.

ARTICLE IX
NONDISTURBANCE AND QUIET ENJOYMENT

SECTION 9.01 Nondisturbance. (a) Nondisturbance Agreements that
--------------
protect Landlord's interest in the Premises are in full force and effect; a
Memorandum of the Overlease has been recorded; Landlord's obligations under the
Overlease (referred to as the "Sublease" in the Nondisturbance Agreements) have
been guaranteed by Merrill Lynch & Co., Inc.; there are no Superior Instruments
by reason of which Landlord's interest in the Premises under the Overlease can
be cut off or disturbed except those as to which Landlord has been granted
rights of nondisturbance by the Nondisturbance Agreements; and Landlord will not
subordinate its leasehold interest in the Premises under the Overlease to any
new Superior Mortgage or other Superior Instrument without obtaining the benefit
and protection of similar nondisturbance agreements for Landlord and/or Tenant.

(b) Landlord will deliver to Overlandlord, with Landlord's submission
of this Sublease to Overlandlord for its consent pursuant to Section 2.03, a
certificate to the effect

- 60 -

required by Section 10.19 of the Overlease in order for Overlandlord to become
obligated to recognize Tenant as a direct tenant of Overlandlord in accordance
with the terms of this Sublease in the event of a termination of the Overlease.

(c) From and after the first Possession Date, there will be no rights
in favor of any third Persons to possession, use or occupancy of the Sublease
Premises or to any Expansion Option Space which will be superior to the rights
of Tenant to possession, use and occupancy of the Sublease Premises and the
Expansion Option Space under this Sublease.

SECTION 9.02 Quiet Enjoyment. (a) So long as no Event of Default
---------------
shall have occurred and be continuing, Tenant shall peaceably and quietly have,
hold and enjoy the Sublease Premises without hindrance, ejection or molestation
by Landlord, Overlandlord, Ground Lessor or any person (including any future
Superior Mortgagee from whom Landlord does not obtain a nondisturbance agreement
similar in effect to the Nondisturbance Agreement by Bankers Trust Company with
Landlord) lawfully claiming through or under Landlord, Overlandlord or Ground
Lessor.

(b) Subsection 9.02(a) shall be construed as a covenant running with
the Sublease Premises, but not as a personal covenant of Landlord except to the
extent of Landlord's interest in the Premises and this Sublease and for only so
long as such interest shall continue, and thereafter this covenant shall be
binding only upon subsequent successors in interest of Landlord's interest in
this Sublease to the extent of their respective interests, as and when they
shall acquire the same and only for so long as they shall retain such interest.

(c) Landlord shall use Landlord's Reasonable Efforts (and shall pay
the costs of the reasonable efforts of Landlord's legal counsel) to prevent
Nomura Holding America, Inc. and its successors, assignees and subsubtenants
from operating or even testing the emergency electric power generators which
have been installed by Nomura Holding America, Inc. on floor 10 of the Building
at any time on Business Days except in cases of interruptions in the supply of
electricity to the premises subleased by Nomura Holding America, Inc. from
Landlord caused by emergencies beyond the control of Landlord or Nomura Holding
America, Inc. In addition, Landlord shall not permit Nomura Holding America,
Inc. to employ its emergency electric power generators to participate in any
electric energy abatement programs offered by the utility company which supplies
electricity to the Building, and shall use Landlord's Reasonable Efforts (and
shall pay the costs of the reasonable efforts of Landlord's legal counsel) to
require Nomura Holding America, Inc. to give Landlord and Tenant at least three
(3) days prior notice of any intended operation or testing of its emergency
electric power generators on floor 10 of the Building, and to accede to any
reasonable request that Tenant may

- 61 -

make for such operation or testing to be rescheduled to non-Business Hour on
some non-Business Day that is no later than ten (10) days after the intended
date of operation or testing announced by Nomura Holding America, Inc. in its
notice to Landlord Tenant.

ARTICLE X
ASSIGNMENT, SUBLETTING AND MORTGAGES

SECTION 10.01 Consent Required. (a) Subject to the provisions of
----------------
Section 10.02 and 10.08, Tenant shall not, whether voluntarily, involuntarily or
by operation of law or otherwise (i) assign or otherwise transfer this Sublease
or the term and estate hereby granted, (ii) sublet the Sublease Premises or any
part thereof, or allow the same to be used or occupied by anyone other than an
Affiliate of Tenant (provided that such permitted use or occupancy shall create
no possessory rights unless and until such Affiliate enters into a Subsublease
with Tenant and Tenant delivers an executed counterpart thereof to Landlord and
to Overlandlord), or (iii) mortgage, pledge, encumber or otherwise hypothecate
this Sublease or the Sublease Premises or any part thereof, except as expressly
provided in this Sublease.

(b) For purposes of this Section 10.01, if Tenant is not an
individual and if at any time during the Term the Person which, on the date of
this Sublease, controls the Tenant ceases to control the Tenant, whether by
operation of law or otherwise, any such event shall be deemed to be an
assignment of this Sublease for which Landlord's prior consent shall be
required. However, the above provisions of this Subsection 10.01(b) and Section
10.02 shall not be applicable (x) to any corporation all the outstanding voting
stock of which is listed on a national securities exchange (as defined in the
Securities Exchange Act of 1934, as amended) or (y) to a transaction in which
all or substantially all of the stock shares or equity interests or all or
substantially all of the assets of Tenant are transferred to a Person that
continues the operation of Tenant's business for a substantial period beyond
such transfer, provided in each case that the going concern value and assets of
--------
Tenant immediately after such transfer are reasonably sufficient for the
continued payment of any accrued but unpaid and the estimated future Rent
obligations of the Tenant under this Sublease; nor shall the death, retirement,
withdrawal, resignation, incompetency or addition of partners in, from or to
Tenant be treated as an assignment for purposes of this Sublease. For purposes
of this Section 10.01, stock ownership shall be determined in accordance with
the principles set forth in Section 544 of the Internal Revenue Code of 1986, as
the same has been amended through the date hereof, and the term "voting stock"
shall refer to shares of stock regularly entitled to vote for the election of
directors of the corporation.

(c) For purposes of this Sublease, any Affiliate of Tenant may use or
occupy the Sublease Premises without entering into

- 62 -

a Subsublease with Tenant and delivering to Landlord and Overlandlord an
executed counterpart thereof and, in that event, shall be deemed to be a
corporate division or department of Tenant and not a separate entity; and
accordingly, such Affiliate shall not be entitled to recognition by Landlord as
a subtenant. Tenant shall be fully responsible for any defaults or Events of
Default caused by or due to any act or omission of such Affiliate.

SECTION 10.02 Affiliate Mergers. (a) Subject to the other provisions
-----------------
of this Article X, the prohibition on assignment contained in Section 10.01
shall not apply to a transaction between Tenant and an Affiliate of Tenant that
is a successor to Tenant and continues the operation of Tenant's business.

(b) Provided no Event of Default shall have occurred and be
continuing, Tenant shall have the right, upon notice but without Landlord's
consent, to assign all of Tenant's interest in this Sublease, or to sublet all
or a portion of the Sublease Premises, to an Affiliate of Tenant (subject,
however, to all of the other terms of this Article X, including Sections
10.01(c), 10.03 and 10.04); provided, however, if at any time subsequent to such
-------- -------
assignment or subletting, the assignee or sublessee shall not remain an
Affiliate of Tenant, then Tenant shall be required to obtain Landlord's consent
to the continuation of such assignment or subletting as provided herein.

SECTION 10.03 Restrictions. (a) No partial assignments of this
------------
Sublease, or of any of Tenant's rights or options hereunder, shall be permitted.

(b) If this Sublease be assigned, whether or not in violation of the
provisions of this Sublease, Landlord may collect rent from the assignee. If
the Sublease Premises or any part thereof are sublet or used or occupied by
anybody other than Tenant, whether or not in violation of this Sublease,
Landlord may, if an Event of Default has occurred and is continuing, collect
rent from the subtenant or occupant. In either event, Landlord may apply the
net amount collected to the Rent herein reserved, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver of any of the
provisions of this Article X, or the acceptance of the assignee, subtenant or
occupant as the tenant hereunder, or a release of Tenant from the performance of
its obligations under this Sublease.

(c) The consent by Landlord to the assignment, subletting or use or
occupancy by others of the Sublease Premises shall not in any way be considered
to relieve Tenant (or any Subtenant) from obtaining the express written consent
of Landlord to any other or further such assignment, subletting or use or
occupancy not expressly permitted by this Article X.

- 63 -

(d) References in this Sublease to use or occupancy by others (that
is, anyone other than Tenant or an Affiliate) shall not be construed as limited
to subsubtenants and those claiming under or through subsubtenants, but as also
including licensees, concessionaires, operators and others claiming under or
through Tenant or an Affiliate, immediately or remotely, a legal right of
possession or occupancy of the Sublease Premises or any portion thereof (all
such persons herein referred to as "Subsubtenants").
-------------

SECTION 10.04 Assumption Required. (a) Any assignment or other
-------------------
transfer, whether made with Landlord's consent or without Landlord's consent,
shall be made only if, and shall not be effective until, the assignee or
transferee shall execute and acknowledge for the benefit of Landlord an
agreement whereby the assignee or transferee shall assume the obligations
thereafter to be performed by Tenant under this Sublease and whereby the
assignee or transferee shall agree that the provisions in Section 10.01 shall,
notwithstanding such assignment or transfer, continue to be binding upon it in
respect of any future assignments and other transfers.

(b) Where Landlord's consent for an assignment, sub-letting or other
transfer of Tenant's interest herein is required hereunder, the original-named
Tenant and each assignee thereof shall remain fully and primarily liable for the
payment of all Rent and all other sums due under this Sublease and for the other
obligations of this Sublease on the part of Tenant to be performed or observed
throughout the Term notwithstanding (i) any assignment, subletting or other
transfer, whether or not in violation of the provisions of this Sublease, (ii)
the acceptance of any Rent by Landlord from an assignee, subtenant, transferee
or any other party, (iii) any amendment or modification of this Sublease
subsequent to the date of any assignment (provided, however, that Tenant's
--------
liability shall not be increased or extended without Tenant's written consent by
any such amendment or modification of this Sublease subsequent to the date of
any assignment).

(c) Tenant shall pay all reasonable costs and expenses incurred by
Landlord in connection with a proposed assignment, subletting or other transfer,
including reasonable fees and expenses of Landlord's outside attorney, whether
or not such transaction shall be consummated.

SECTION 10.05 Obligations Unaffected by Assignment. Except in the
------------------------------------
case of an assignment of this Sublease permitted without Landlord's consent
pursuant to Subsection 10.01(b), 10.02 (a) or 10.02(b), the liability of Tenant
and any immediate or remote successor in interest of Tenant for the due
performance of the obligations of this Sublease on Tenant's part to be performed
or observed (a) shall be joint and several, (b) shall not be discharged,
released, impaired, increased or extended in any respect by any agreement or
stipulation made by Landlord extending the time of or

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modifying any of the obligations of this Sublease or by any waiver or failure of
Landlord to enforce any of the obligations of this Sublease, and (c) shall not
be impaired or otherwise affected by any event, proceeding, action or failure to
act, with or without notice to or the knowledge or consent of Tenant, including
(i) any waiver, consent, indulgence, forbearance, lack of diligence, action or
inaction on the part of Landlord in enforcing this Sublease; or (ii) any
bankruptcy, insolvency, reorganization, arrangement, liquidation, rehabilitation
or similar or dissimilar proceeding involving or affecting any assignee or this
Sublease, including any termination or rejection of this Sublease in connection
with such proceedings (and any limitation on the liability of any assignee in
such proceeding shall not diminish or limit the liability of Tenant), and in the
event Tenant's assignee shall become a debtor under the Code, Tenant shall have
no right of subrogation as against such assignee.

SECTION 10.06 Obligations Unaffected by Subsublease. Each
-------------------------------------
Subsublease pursuant to this Article X shall expressly be subject to all of the
covenants, agreements, terms, provisions and conditions contained in this
Sublease and the Overlease. Notwithstanding any such subletting or acceptance
of rent or additional rent by Landlord from any Subtenant, or both, Tenant shall
and will remain fully liable for the payment of all Rent and other sums due and
to become due hereunder and for the performance of all the covenants,
agreements, terms, provisions and conditions contained in this Sublease on the
part of Tenant to be performed and all acts and omissions of any Subtenant or
anyone claiming under or through any Subtenant that shall be in violation of any
of the obligations of this Sublease, and any such violation shall be deemed to
be a violation by Tenant. Tenant further agrees that notwithstanding any such
subletting, no other or further subletting of the Sublease Premises or any part
thereof by Tenant or any person claiming through or under Tenant shall or will
be made except upon compliance with and subject to the provisions of this
Article X.

SECTION 10.07 Listings of No Effect. The listing of any name other
---------------------
than, or in addition to, that of Tenant, whether on the doors of the Sublease
Premises or the directory for the Building, or otherwise, shall not operate to
vest any right or interest in this Sublease or in the Sublease Premises, nor
shall it be deemed to be the consent of Landlord to any assignment, subletting
or other transfer of this Sublease or to any Subsublease or any part thereof or
to the use or occupancy thereof by others.

SECTION 10.08 Criteria for Assignments or Subtenancies. (a) Except
----------------------------------------
for any assignment or Subsublease or use or occupancy by others permitted
without Landlord's consent pursuant to Subsections 10.01(b), 10.01(c), 10.02(a)
or 10.02(b), if Tenant shall at any time or times during the Term desire to
assign this Sublease or sublet all or any portion of the Sublease Premises,
Tenant shall

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give notice thereof to Landlord, which notice shall be accompanied by (i) a
conformed or photostatic copy of the proposed Subsublease or assignment, the
effective or commencement date of which shall be at least twenty (20) Business
Days after the giving of such notice, and (ii) a statement setting forth in
reasonable detail the identity of the proposed assignee or Subtenant, the nature
of its business, its financial condition and credit standing, and its proposed
use of the Sublease Premises.

(b) So long as no monetary Event of Default has occurred and is
continuing, Landlord shall grant its consent to the proposed assignment or
Subsublease within ten (10) Business Days after Tenant furnishes Landlord the
items enumerated in clauses (i) and (ii) of Subsection 10.08(a) if in Landlord's
reasonable judgment:

(i) The proposed assignee or Subtenant is engaged in a business
and the Sublease Premises will be used in a manner which (1) are in keeping
with the standards of a first-class office building, (2) are limited to the
uses permitted under Article VI hereof, and (3) will not violate any
restriction as to use specifically incorporated in this Sublease;

(ii) The proposed assignee or Subtenant is a reputable Person of
good character and any proposed assignee has financial worth sufficient to
meet its liabilities and obligations under the assignment;

(iii) The form of the proposed assignment or Subsublease
complies with the applicable provisions of this Article X;

(iv) Any proposed Subsublease does not provide for any rental or
any other payments for use, occupancy or utilization of the premises
demised thereunder based in whole or in part on the net income or profits
derived by any Person therefrom;

(v) Any proposed assignment or subsublease does not permit the
proposed assignee or Subtenant to assign its interest in this Sublease or
such Subsublease, as applicable, or sublet the premises demised thereunder,
without the prior written consent of Landlord (except, with respect to an
assignee of Tenant, as permitted herein) and Overlandlord as provided in
this Article X;

(vi) The proposed assignee or Subtenant has not committed an act
of insolvency or bankruptcy;

(vii) Neither the proposed assignee or Subtenant nor any of its
Affiliates is a tenant in the Building for whose needs Landlord shall have
a comparable amount of space available in the Building and with whom
Landlord has still

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unresolved discussions regarding subleasing such comparable amount of space
in the Building (it being agreed that Landlord shall not be regarded as
having "unresolved discussions" if the last substantive contact between
Landlord and Tenant shall have occurred more than six (6) months
previously);

(viii) The proposed Subsublease will not result in the Sublease
Premises being subject to more than [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] Subsubleases per floor on floors 3 and 15 or [MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] Subsubleases per floor on floors 8 and 9 of
the Sublease Premises, or any Subsublease of less than all of the Sublease
Premises on any of floors C1, C2 and 10, or any Subsublease of the Visitor
Reception Areas separately from Subsubleases of all of the portions of the
Sublease Premises primarily served by the elevator banks respectively
served by such Visitor Reception Areas; and

(ix) Overlandlord shall have consented to such assignment or
Subsublease in accordance with the provisions of Article 10 of the
Overlease.

(c) Landlord shall forward to Overlandlord Tenant's request to assign
or sublet and all related information required under the Overlease within five
(5) Business Days after receipt of same and use Landlord's Reasonable Efforts to
obtain Overlandlord's consent thereto unless Landlord shall have concluded prior
to that time to reject Tenant's request. However, the forwarding of such
request to Overlandlord shall be without prejudice to Landlord's right
subsequently to reject the request in accordance with the terms of Subsection
10.08(b).

SECTION 10.09 Manner of Offering Space. (a) Tenant shall not
------------------------
publicly advertise in any medium (except flyers to brokers that don't reveal
Tenant's asking subrent) the availability of this Sublease for assignment or the
availability of the Sublease Premises for subleasing without prior notice to and
approval by Landlord (which approval shall not be unreasonably withheld) and
Overlandlord. No advertisement shall state the then-Rent or the proposed rental
or assignment consideration.

(b) Without limiting Tenant's obligations under Section 10.17, Tenant
shall expressly provide in each (i) brokerage agreement, if any, (ii) letter of
intent, if any, with a prospective assignee or Subtenant, and (iii) instrument
of assignment or Subsublease, that the assignment or Subsublease in question
shall be conditioned on and shall not be effective without the consent of
Landlord, Overlandlord and the Ground Lessor, to the extent required by each
under this Sublease, the Overlease or the Ground Lease, to such assignment or
Subsublease.

- 67 -

SECTION 10.10 Additional Requirements. With respect to each and
-----------------------
every Subsublease or assignment authorized or otherwise permitted by Landlord
under the provisions of this Sublease, regardless of whether Landlord's express
consent is necessary, it is further agreed:

(a) No subletting shall be for a term (including renewal or extension
options) ending later than (1) one day prior to the expiration of the Term.

(b) No Subtenant or assignee shall take possession of the Sublease
Premises or any part thereof until an executed counterpart of such Subsublease
or assignment has been delivered to Landlord and Overlandlord, except as
otherwise provided in Subsection 10.01(c) and any consent required hereunder
shall have been obtained.

(c) Each Subsublease shall provide (i) that it is subject and
subordinate to this Sublease, the Overlease and the matters to which this
Sublease is or shall be subordinate, (ii) that except as provided in the next
succeeding clause (iii), such Subsublease shall terminate and be of no further
force and effect upon any termination, surrender or cancellation of this
Sublease (including by reason of any agreed-upon termination of this Sublease by
Landlord and Tenant), and (iii) that in the event of any such termination,
surrender or cancellation of this Sublease or any re-entry or dispossess by
Landlord under this Sublease, Landlord may, at its sole option, take over all of
the right, title and interest of Tenant, as sublessor, under such Subsublease,
and such Subtenant shall, at Landlord's option, attorn to Landlord pursuant to
the then executory provisions of such Subsublease, except that Landlord shall
not be (1) liable for any previous act or omission of Tenant under such
Subsublease, (2) subject to any offset not expressly provided in such
Subsublease which theretofore accrued to such Subtenant against Tenant, (3)
liable for any security deposited by such Subtenant that has not been
transferred as such to Landlord, (4) bound by any previous modification of such
Subsublease not consented to in writing by Landlord or by any previous
prepayment of more than one month's rent, (5) bound by any covenant to undertake
or complete any construction of the premises or any portion thereof demised by
such Subsublease, and (6) bound by any obligation to make any payment to or on
behalf of the Subtenant, it being expressly understood that Landlord shall not
be bound by any obligation to make payment to or on behalf of a Subtenant with
respect to construction performed by or on behalf of such Subtenant with regard
to the premises demised under such Subsublease.

(d) All required consents of the Overlandlord and Ground Lessor under
the Overlease and the Ground Lease must be obtained.

SECTION 10.11 Sharing of Profits. (a) If Landlord's consent to any
------------------
assignment of this Sublease or to any Subsublease not

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permitted by Subsection 10.01(b), 10.02(a) or 10.02(b) shall be required
hereunder and shall have been given, Tenant shall, in consideration therefor,
pay to Landlord, as Additional Rent:

(i) In the case of any such assignment, an amount equal to
[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] percent of the excess
(herein called the "Assignment Profit") of (x) all sums and other
-----------------
consideration paid to Tenant and any of its Affiliates by the assignee for
or by reason of such assignment of this Sublease to such assignee
(including sums paid for the sale or rental of Tenant's leasehold
improvements, fixtures, equipment, furniture, furnishings or other personal
property, and, if such consideration is paid in installments, any interest
paid by the assignee on such installments but excluding Rents to be assumed
and paid by the assignee under this Sublease) over (y) the aggregate of (1)
reasonable legal and advertising fees and expenses and customary brokerage
commissions paid by Tenant in connection with such assignment and the
collection of such consideration, (2) in the case of a sale of Tenant's
fixtures, equipment, furniture, furnishings or other personal property, the
then-unamortized or undepreciated cost thereof determined on the basis of
Tenant's accounting records (which records shall be kept in a manner
consistent with Tenant's overall practices), (3) the then-unamortized or
undepreciated portion of (A) the cost of Tenant's leasehold improvements to
the Sublease Premises (excluding fixtures and equipment which are removable
without causing substantial damage to the Building or which are actually
removed or sold, and furniture, furnishings and other personal property and
decorating costs), amortized over the useful life of such improvements as
determined on the basis of Tenant's accounting records (which records shall
be kept in a manner consistent with Tenant's overall practices) less (B)
the sum of the cost of any work with respect to such improvements which was
performed by Landlord for Tenant without any charge to Tenant, whether
before or after the Base Rent Commencement Date and the amounts paid by
Landlord pursuant to Subsection 2.05(d), and (4) any lease-takeover, moving
and other out-of-pocket expenses actually incurred by Tenant in connection
with such assignment. The amounts payable to Landlord under this clause
(i) shall be due and payable within twenty (20) days after Tenant's receipt
of payment from its assignee (including any amounts received by Tenant as
damages or other sums from such assignee on account of such assignee's
default in connection with said assignment); provided, however, in the
-------- -------
event that the consideration for such assignment described in clause (x)
above is received by Tenant from its assignee in installments, then such
installments shall first be applied to reimburse Tenant for the costs of
the assignment described in clause (y) above, after which such installments
(representing the Assignment Profit) shall be

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apportioned equally among Tenant and Landlord promptly upon receipt by
Tenant.

(ii) In the case of any such Subsublease, an amount equal to
[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] of the amount (herein
called the "Subsubleasing Profit"), determined on a monthly basis, by which
--------------------
(x) any rents, additional charges or other consideration paid to Tenant and
any of its Affiliates under the Subsublease (and any related instruments)
by the Subtenant (including sums paid for the sale or rental of Tenant's
leasehold improvements, fixtures, equipment, furniture, furnishings or
other personal property) and any sums received by Tenant from the Subtenant
on account of profits received by such Subtenant from an underletting),
shall exceed (y) the aggregate of (1) the Rent and all other sums to be
paid by Tenant hereunder in respect of the space demised under the
Subsublease (at the rate per Rentable Square Foot payable by Tenant
hereunder), (2) the reasonable legal and advertising fees and expenses and
customary brokerage commis-sions paid by Tenant in connection with the
subletting and the collection of such subrents, (3) net payments for any
leasehold improvements made for the Subtenant by Tenant (or net allowances
in lieu thereof paid by Tenant) pursuant to the terms of the Subsublease or
to discharge obligations of the Subtenant under other leases taken over by
Tenant, (4) the then-unamortized or undepreciated portion of (A) the cost
of Tenant's leasehold improvements to the Sublease Premises (excluding
fixtures and equipment which are removable without causing substantial
damage to the Building or which are actually removed, sold or subleased,
and furniture, furnishings and other personal property and decorating
costs), amortized over the useful life of such improvements as determined
on the basis of Tenant's accounting records (which records shall be kept in
a manner consistent with Tenant's overall practices) less (B) the cost of
any work with respect to such improvements which was performed by Landlord
for Tenant without charge to Tenant, whether before or after the Base Rent
Commencement Date, and the amounts paid by Landlord pursuant to Subsection
2.05(d), and (5) any lease-takeover, moving and other out-of-pocket
expenses actually incurred by Tenant in connection with such Subsublease.
The Subsubleasing Profit for a Subsublease shall be amortized on a
straight-line basis over the term of such Subsublease, and the amounts
payable to Landlord under this clause (ii) shall be paid in equal monthly
installments in arrears over the term of the Subsublease in question (not
later than twenty (20) days after Tenant's receipt of such amount from its
Sub-subtenant); provided, however, such amounts described in clause (x)
-------- -------
above shall be apportioned among Tenant and Landlord upon receipt by Tenant
so that Tenant first recovers the costs of the Subsublease described in
clause (y) above, after which such installments (representing the

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Subsublease Profit) shall be apportioned equally among Tenant and Landlord
promptly upon receipt by Tenant. If, however, the Subsublease is terminated
-------
by Tenant as sublandlord, Tenant's obligation to pay further sums to
Landlord shall terminate except with regard to any damages or other sums
thereafter received by Tenant from such Subtenant, of which Tenant shall
pay to Landlord ([MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]) percent
on account of Subsubleasing Profits.

(b) If Tenant shall assign this Sublease or Subsublease the Sublease
Premises or any portion thereof in a case that does not require Landlord's
consent under this Article X or to an Affiliate of Tenant, then the instrument
of assignment or Subsublease in question shall (i) incorporate the provisions of
this Section 10.11, (ii) provide that such assignee or Subtenant shall promptly
pay over to Landlord [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] percent of
any Assignment Profit and Subsubleasing Profit received by such assignee or
Subtenant, and (iii) provide that Landlord shall have the right to enforce such
provisions in its own name or Tenant's name.

(c) Together with any requests for Landlord's consent to an
assignment or with the notice to be given to Landlord pursuant to Subsection
10.08(a), as the case may be, Tenant shall furnish Landlord with such
information and documents relating to the calculation of Assignment Profit and
Subsubleasing Profit as shall be reasonably appropriate to enable Landlord to
verify the same, and Tenant shall promptly furnish Landlord with such additional
information or documents related thereto as Landlord may reasonably request.
Any dispute arising under or in connection with any provision of this Section
10.11 shall be determined by arbitration pursuant to Article XXI but shall not
be allowed to delay Landlord's consent to the Subsublease. In the event the
arbitration determines that the monthly amount owed by Tenant to Landlord under
this Section 10.11 exceeds the monthly amount claimed to be so owed by Tenant,
then Tenant shall pay interest at the Prime Rate on the underpaid amount from
the date such amount (or portion thereof) was owed to the date paid. The
obligations of Tenant and the remedies of Landlord under this Section 10.11
shall survive the expiration or earlier termination of the Term.

SECTION 10.12 Tenant's Enforcement. Tenant shall use reasonable
--------------------
efforts to cause any Subtenant to comply with its obligations under its
Subsublease, this Sublease and all Superior Instruments. As used herein,
"Subsubleases" shall include any sub-sublease or underlease made by Tenant or
- -------------
any of its Subsubtenants as sublessor or underlessor, and any occupancy,
operating, license and concession agreement, as the case may be.

SECTION 10.13 Responsibility for Subsubtenants. The fact that
--------------------------------
violation or breach of any of the terms, provisions or conditions of this
Sublease results from or is caused by an act or

- 71 -

omission by any of the Subsubtenants shall not in any respect relieve Tenant of
Tenant's obligations to cure the same.

SECTION 10.14 Assignment of Subrents. To secure the prompt and full
----------------------
payment by Tenant of the Rent and all other sums due hereunder and the faithful
performance by Tenant of all the other terms and conditions herein contained on
its part to be kept and performed, Tenant hereby assigns, transfers and sets
over unto Landlord, subject to the conditions hereinafter set forth in this
Section 10.14, all of Tenant's right, title and interest in and to all
Subsubleases, and hereby confers upon Landlord, its agents and representatives,
a right of entry in, and sufficient possession of, the Sublease Premises to
permit and ensure the collection by Landlord of the rents and other sums payable
under the Subsubleases, and further agrees that the exercise of the right of
entry and qualified possession by Landlord shall not constitute an eviction of
Tenant from the Sublease Premises or any portion thereof. However, such
assignment shall become operative and effective if but only if (a) a monetary
Event of Default shall occur, or (b) this Sublease and the Term shall be
canceled or terminated pursuant to the terms, covenants and conditions hereof,
or (c) there occurs repossession under a dispossess warrant or other judgment,
order or decree of a court of competent jurisdiction and then only as to such of
the Subsubleases that Landlord may elect to take over and assume.
Notwithstanding the foregoing, if the events described in clauses (b) and (c) of
this Section 10.14 have not occurred and if the Event of Default which caused
such assignment to become operative and effective shall have been cured by
Tenant, such assignment shall cease to be operative and effective upon the
written demand of Tenant, provided that this Sublease is then in effect and no
--------
new monetary Event of Default shall have occurred and remain uncured under this
Sublease, and Landlord shall cease to exercise the rights granted hereunder to
Landlord with respect to the Subsubleases.

SECTION 10.15 Delivery of Subsublease Schedule. Tenant shall deliver
--------------------------------
to Landlord, at least five (5) business days prior to the times set forth in
Subsection 38.01(a)(ii) of the Overlease for the delivery of annual financial
statements, a schedule of any Subsublease which shall include the name of the
Subtenant, the expiration date, a description of any renewal options, rentals
and any other information relating to such Subsublease which Landlord may
reasonably request.

SECTION 10.16 Additional Provisions of Subsubleases. Tenant
-------------------------------------
covenants and agrees that any Subsublease shall expressly provide that (a) it is
subject to this Sublease and to the Overlease, (b) the Subtenant will not pay
any rent or other sums under the Subsublease for more than one (1) month in
advance of the due date for any corresponding Rent obligation under this
Sublease, (c) on the termination of this Sublease pursuant to Article XX, upon
Landlord's request the Subtenant will promptly deliver to Landlord "as-built"

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drawings (or comparable redlined shop drawings) of any construction, alteration,
renovation and/or restoration work such Subtenant performed or caused to be
performed in the space demised under such Subtenant's Subsublease, and (i) if
any construction, alteration, renovation and/or restoration work with respect to
such space is then proposed or in progress, such Subtenant's drawings and
specifications, if any, for such work, and (ii) if any construction, alteration,
renovation and/or restoration work by Tenant for such Subtenant with respect to
such space was performed or is then proposed or in progress, the "as-built"
drawings, if any, or the drawings and specifications, if any, as the case may
be, for such work in such Subtenant's possession and (d) at Landlord's option,
on the termination of this Sublease pursuant to Article XX, the Subtenant will
attorn to, or enter into a direct lease on identical terms with, Landlord for
the balance of the unexpired term of the Subsublease.

SECTION 10.17 Indemnification by Tenant. Unless Landlord
-------------------------
unreasonably declines to give its consent to or to use Landlord's Reasonable
Efforts to process and obtain Overlandlord's consent to any proposed assignment
or Subsublease for which such consent shall be required, Tenant shall indemnify,
defend and hold Landlord and its officers, employees and agents harmless, in the
manner provided in Section 26.03, against and from any and all loss, liability,
damages, costs and expenses (including reasonable attorneys' fees) resulting
from any claims that may be made against any such persons by the proposed
assignee or Subtenant or by any brokers or other persons claiming a commission
or similar compensation in connection with the proposed assignment or
Subsublease.

ARTICLE XI
COMPLIANCE WITH LAWS AND SUPERIOR INSTRUMENTS

SECTION 11.01 Compliance Required. (a) Tenant and Landlord shall
-------------------
give prompt notice to one another of any notice it receives of the violation of
any law or requirement of any Governmental Authority with respect to the
Sublease Premises or the use or occupancy thereof by Tenant together with a copy
of such notice.

(b) Tenant shall, at Tenant's expense, comply with all laws, orders,
ordinances, directions, regulations and requirements of any Governmental
Authority, now or hereinafter in force (collectively, "Legal Requirements"), in
------------------
respect of Tenant's use, occupation or Alteration of the Sublease Premises, or
the abatement of any nuisance in, on or about the Sublease Premises, provided
--------
that the same (a) requires the installation, modification or maintenance of any
gas, smoke or fire detector or alarm or any sprinkler or other system to
extinguish fires not otherwise required on a Building-wide basis, or (b) imposes
some violation, order or duty on Landlord or Tenant, arising from (i) Tenant's
manner of use of the Sublease

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Premises (as distinguished from Tenant's mere use of the Sublease Premises as
permitted by Subsection 6.01(a)), or (ii) the alteration or operation of its
installations, equipment or other property therein or use of the Sublease
Premises for any use not permitted by Subsection 6.01(a), or (iii) some cause or
condition created by or at the instance of Tenant (other than Tenant's mere use
of the Sublease Premises as permitted by Subsection 6.01(a)), or (iv) breach of
one or more of Tenant's obligations hereunder; provided that the Sublease
--------
Premises are free of violations of Legal Requirements on the date Landlord
delivers possession of the Sublease Premises to Tenant; and provided further
--------
that, where such compliance would affect in any way the structural, mechanical,
electrical, sanitary, plumbing, heating, ventilating, air-conditioning, fire
safety or other systems of the Building, such compliance shall be performed only
by Landlord or a contractor selected by Tenant from a list of at least four (4)
contractors specifically approved for such work by Landlord, at Tenant's
reasonable expense. Tenant shall pay all costs, expenses, fines, penalties and
damages that may be imposed upon Landlord or Overlandlord or the holder of any
other Superior Interest by reason of or arising out of Tenant's failure to fully
and promptly comply with and observe the provisions of this Section 11.01.
Tenant shall pay as Additional Rent, within twenty (20) days after written
demand therefor from Landlord, any fines, penalties or other amounts owed by
Landlord or any Superior Party to the Fire Department of New York or to others
resulting from alarms or violations or corrections to the fire safety system
originating in the Sublease Premises from (i), (ii) or (iii).

(c) Notwithstanding the foregoing provisions of Subsection 11.01(b),
Tenant shall not be required to comply with any Legal Requirement so long as
Tenant is in good-faith contesting the same and has furnished (i) to Landlord
the written consent of Overlandlord and Superior Mortgagees whose consent shall
be necessary under the provisions of such mortgages, which consent Landlord
agrees to use Landlord's Reasonable Efforts to assist Tenant to obtain, and (ii)
to Landlord (or, at Landlord's option, Overlandlord) a cash deposit, an
irrevocable letter of credit or a surety bond or other such security reasonably
satisfactory to Landlord in an amount sufficient to pay all potential fines,
penalties and other amounts referred to in Subsection 11.01(b) together with
interest thereon.

SECTION 11.02 Compliance with Superior Instruments. Tenant, at its
------------------------------------
sole cost and expense, shall perform and comply with and cause the Sublease
Premises to comply with all of, and shall not do or permit anything which would
violate any of, the terms, covenants and conditions (to the extent they are
susceptible of performance and compliance by Tenant and arise from Tenant's
manner of use of the Sublease Premises (as distinguished from the mere use
of the Sublease Premises as permitted by Section 6.01) or operation of its
installations, equipment or other property therein) of (a) the Overlease, (b)
the Ground Lease, (c) the Project Operating Agreement,

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(d) Superior Mortgages and (e) other Superior Instruments, provided, however,
-------- -------
that such performance and compliance shall not be required hereunder to the
extent that the same increases in any non-de-minimis respect Tenant's overall
obligations hereunder or decreases in any non-de-minimis respect Tenant's rights
or Landlord's obligations hereunder.

SECTION 11.03 No Discrimination. (a) Tenant covenants and agrees
-----------------
that in its use, operation or occupancy of the Sublease Premises and employment
and conditions of employment in connection therewith, or in its subleasing of
the Sublease Premises or any part thereof or assignment of its interest in this
Sublease, or in connection with the maintenance, repair or alteration of the
Sublease Premises (i) it shall not discriminate or permit discrimination against
any Person by reason of race, creed, color, religion, national origin, ancestry,
sex, age, disability or marital status, and (ii) it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations from
time to time in effect prohibiting such discrimination or pertaining to equal
employment opportunities.

(b) Tenant shall be bound by and shall include the following
paragraphs (i) through (v) of this Subsection 11.03(b) in all construction
agreements, agreements for the purchase of goods and services and any other
agreements relating to the operation of the Sublease Premises, in such a manner
that these provisions shall be binding upon the parties with whom such
agreements are entered into (any party being bound by such provisions shall be
referred to in this Section 11.03 as "Contractor"):
----------

(i) Contractor shall not discriminate against employees or
applicants for employment because of race, creed, color, religion, national
origin, ancestry, sex, age, disability or marital status, shall comply with
all applicable federal, state or local laws, ordinances, rules and
regulations from time to time in effect prohibiting such discrimination or
pertaining to equal employment opportunities and shall undertake programs
of affirmative action to ensure that employees and applicants for
employment are afforded equal employment opportunities without
discrimination. Such action shall be taken with reference to, but not
limited to, recruitment, employment, job assignment, promotion, upgrading,
demotion, transfer, layoff or termination, rates of pay or other forms of
compensation, and selection for training or retraining, including
apprenticeship and on-the-job training.

(ii) Contractor shall request each employment agency, labor
union and authorized representative of workers with which it has a
collective bargaining or other agreement or understanding, to furnish it
with a written statement that such employment agency, labor union or
representative will not

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discriminate because of race, creed, color, religion, national origin,
ancestry, sex, age, disability or marital status and that such agency,
union or representative will cooperate in the implementation of
Contractor's obligations hereunder.

(iii) Contractor shall state in all solicitations or
advertisements for employees placed by or on behalf of Contractor that all
qualified applicants shall be afforded equal employment opportunities
without discrimination because of race, creed, color, religion, national
origin, ancestry, sex, age, disability or marital status.

(iv) Contractor shall comply with all of the provisions of the
Civil Rights Law of the State of New York and the Human Rights Law
(Sections 290-301 of the Executive Law) of the State of New York, furnish
upon reasonable notice all information and reports deemed necessary by
Landlord, and permit access to its relevant books, records and accounts for
the purpose of monitoring compliance with the Civil Rights and Human Rights
Laws.

(v) Contractor shall include in all agreements with
subcontractors the foregoing provisions of subsections (i) through (iv) in
such a manner that said provisions shall be binding upon the subcontractor
and enforceable by Contractor, Tenant and Landlord. Contractor shall take
such action as may be necessary to enforce the foregoing provisions.
Contractor shall promptly notify Tenant and Landlord of any litigation
commenced by or against it arising out of the application or enforcement of
these provisions, and Tenant and Landlord may intervene in any such
litigation.

(c) Notwithstanding the provisions of Article XX, but without
limitation of Tenant's obligations under Article XXVI, if Tenant fails or
refuses to comply with its obligations under this Section 11.03, Landlord's sole
remedy shall be to apply to a court of competent jurisdiction for such equitable
relief as may be available to secure the performance thereof by Tenant or to
take such other similar action as may be provided by law.

(d) If Article 40 of the Ground Lease is modified, then Landlord and
Tenant shall amend this Sublease to conform this Section 11.03 to such
modification, provided that such modification does not increase Landlord's or
Tenant's obligations or liabilities hereunder or otherwise adversely affect
Landlord or Tenant.

SECTION 11.04 Landlord's Compliance. As of the date of this
---------------------
Sublease, the Sublease Premises are covered by a valid temporary certificate of
occupancy; and Landlord has no knowledge and has received no notice of a
violation of any Insurance or Legal Requirement pertaining to the Sublease
Premises (including New York

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City Local Law 58) that has not been cured. Except insofar as Tenant is
expressly made responsible under this Sublease for compliance with the same
Legal and Insurance Requirements and without limiting Tenant's obligations under
Subsections 16.01(b) and (c), Landlord will comply with all Legal and Insurance
Requirements affecting the Building or any portion thereof to the extent that
noncompliance with such Legal or Insurance Requirements would adversely affect
(except to a de minimis extent) Tenant's use of the Sublease Premises for the
-- -------
uses permitted by this Sublease.

ARTICLE XII
INSURANCE

SECTION 12.01 Compliance with Requirements. Tenant shall not
----------------------------
violate, or permit the violation of, any condition imposed by any insurance
policy then issued in respect of the Premises or the property of any Persons
therein, or both (provided that such condition (a) is known or made known to
--------
Tenant, (b) is not violated as of the first Possession Date, (c) is customary
for policies covering comparable buildings, and (d) is applicable to the
Landlord's other tenant's of the Building in a nondiscriminatory manner), and
shall not do, or permit anything to be done, or keep or permit anything to be
kept in the Sublease Premises which would subject Landlord, Overlandlord, Ground
Lessor or any other Superior Party to any liability or responsibility for
personal injury or death or property damage, or which would result in Landlord's
or Overlandlord's insurers refusing to insure the Premises or any property
therein in amounts required by the Overlease or such greater amounts as may
reasonably be desired by Landlord, or which would result in the cancellation of,
or the assertion of any defense by the insurer in whole or in part to claims
under any policy of insurance in respect of the Premises or the property
therein, or both.

SECTION 12.02 Obligation to Reimburse. If, by reason of Tenant's
-----------------------
failure to comply with those conditions and matters with which it is required to
comply under the provisions of Section 12.01 (collectively, "Insurance
---------
Requirements"), the premiums on Landlord's insurance on the Premises and/or
- ------------
equipment therein shall be higher than they otherwise would be, or Landlord's
insurers reduce the insurance coverage provided on the Building or the Premises
and Landlord must obtain additional insurance, then Tenant shall reimburse
Landlord as Additional Rent, within twenty (20) days after Landlord's written
demand, for any such premiums reasonably attributable to such failure on the
part of such party. A schedule or "make up" of rates for the Premises issued by
the New York Fire Insurance Rating Organization or other similar body making
rates for insurance for the Premises, shall be conclusive evidence of the facts
therein stated and of the several items and charges in the insurance rate then
applicable to the Premises.

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SECTION 12.03 Waiver of Subrogation. (a) Each party agrees to have
---------------------
included in each of its insurance policies (insuring the Building and Landlord's
Property therein in the case of Landlord, and insuring Tenant's Property in the
Sublease Premises, in the case of Tenant, against loss, damage or destruction by
fire or other casualty) a waiver of the insurer's right of subrogation against
the other party during the term of this Sublease or, if such waiver should be
unobtainable or unenforceable, (i) an express agreement that such policy shall
not be invalidated if the insured party waives the right of recovery against any
party responsible for a casualty covered by the policy before the casualty or
(ii) any other form of permission for the release of the other party. If there
shall be a cost to the insured party for such waiver, agreement or permission,
then the other party shall pay such cost, within ten (10) days after demand
therefor, to the insured party or shall be deemed to have waived its right to
such waiver, agreement or permission. If such waiver, agreement or permission
shall not be, or shall cease to be, obtainable from either party's then current
insurance company, the insured party shall so notify the other party promptly
after learning thereof, and shall use its best efforts to obtain the same from
another insurance company described in Section 12.04.

(b) Landlord hereby releases Tenant with respect to any claim
(including a claim for negligence) which Landlord might otherwise have against
Tenant for loss, damage or destruction with respect to Landlord's property
occurring during the Term to the extent to which Landlord is required by Section
12.06 to be insured under a policy or policies containing a waiver of
subrogation or permission to release liability, as provided in the preceding
provisions of this Section 12.03 (without regard for these purposes to
Landlord's rights under Section 12.06 to self-insure). Tenant hereby releases
Landlord with respect to any claim (including a claim for negligence) which
Tenant might otherwise have against Landlord for loss, damage or destruction
with respect to Tenant's Property occurring during the Term to the extent to
which Tenant would be insured under a policy covering loss or damage to Tenant's
Property in the manner required under Section 12.04 (without regard for these
purposes to Tenant's right under Section 12.04 to self-insure) and containing a
waiver of subrogation in favor of Landlord or permission to release liability
(regardless of whether or not Tenant is so insured).

(c) If notwithstanding the recovery of insurance proceeds by either
party for loss, damage or destruction of its property, the other party is liable
to the first party with respect thereto or is obligated under this Sublease to
make replacement, repair or restoration or payment therefor, then, provided the
first party's right of full recovery under its insurance policies is not thereby
prejudiced or otherwise adversely affected, the amount of the net proceeds of
the first party's insurance against such loss, damage or destruction shall be
offset against the second party's liability to

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the first party therefor, or shall be made available to the second party to pay
for replacement, repair or restoration, as the case may be.

(d) The waiver, agreement or permission to be obtained by Tenant
pursuant to Subsection 12.03(a) shall extend to Landlord's agents, directors,
employees, managers, officers and shareholders as well as to Overlandlord,
Ground Lessor, Superior Mortgagee or any other Superior Party; and the waiver,
agreement or permission to be obtained by Landlord pursuant to Subsection
12.03(a) shall extend to Tenant's agents, directors, employees, officers, owners
and partners.

SECTION 12.04 Tenant's Insurance. Tenant, at its expense, shall
------------------
maintain at all times during the Term public liability insurance in respect of
the Sublease Premises and the conduct or operation of business therein, with
Landlord and its managing agent, if any, and Overlandlord, Ground Lessor,
Superior Mortgagee and any other holder of a Superior Interest whose name and
address shall previously have been furnished to Tenant, as additional insureds,
with limits of not less than $5,000,000 (subject to CPI Adjustment) combined
single limit per occurrence for bodily injury and property damage. Tenant shall
also maintain all risk of loss insurance with respect to Tenant's Property and
leasehold improvements, in the full replacement value thereof. Tenant shall
deliver to Landlord and any other additional insureds such certificates of
insurance, issued by the insurer, in form reasonably satisfactory to Landlord,
at least ten (10) days before the first Possession Date, provided that Tenant
shall be permitted instead to self-insure with respect to Tenant's Property
pursuant to a self-insurance program approved by Landlord on not less than an
annual basis (which approval shall not be unreasonably withheld). Tenant shall
procure and pay for renewals of such insurance from time to time before the
expiration thereof, and Tenant shall deliver to Landlord and any other
additional insureds a certificate thereof issued by the insurer at least thirty
(30) days before the expiration of any existing policy. At Landlord's request
not more often than once annually, Tenant will also furnish Landlord with
evidence reasonably satisfactory to Landlord that such insurance is in effect
and that the waivers of subrogation in respect of such insurance required under
Section 12.03 have been obtained. All such policies shall be issued by
companies of recognized responsibility licensed to do business in New York
State, rated by Best's Insurance Reports at A/XII or better, and shall contain a
provision whereby the same cannot be canceled or modified in a material respect
unless Landlord and any other additional insureds are given thirty (30) days'
prior written notice of such cancellation or modification. Tenant's policies of
insurance may be maintained under "blanket policies" insuring the Sublease
Premises and other property or locations of Tenant, provided that
such blanket policies shall (i) set forth the amount of the insurance applicable
to the Sublease Premises, (ii) otherwise comply with the provisions of this
Article XII, and (iii) afford the same protection

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to Landlord and any other additional insureds as would be provided by policies
individually applicable to the Sublease Premises.

SECTION 12.05 Increases in Coverage. From and after the third (3rd)
---------------------
anniversary of the date of this Sublease, Landlord may from time to time, but
not more frequently than annually, require that the amount of the public
liability insurance to be maintained by Tenant under Section 12.04 be increased
to amounts then customarily required of tenants by landlords of comparable
buildings, provided Landlord requires its other subtenants in the Building to
--------
similarly increase their public liability insurance coverages. If Tenant shall
claim that Landlord's requirement is excessive, the dispute shall be determined
by arbitration as provided in Article XXI. Tenant shall, thereafter, carry the
insurance determined by such arbitration to be required, but in no event shall
the amount of such public liability insurance be less than the amount specified
in Section 12.04.

SECTION 12.06 Landlord's Insurance. Landlord will maintain all
--------------------
property-loss and general liability insurance required to be maintained by
Landlord under Section 7.01(a)(i) and (ii) of the Overlease. At Tenant's
request not more often than once annually, Landlord will furnish Tenant with
evidence reasonably satisfactory to Tenant that such insurance is in effect and
that the waiver of subrogation in respect of such property-loss insurance
required under Section 12.03 has been obtained.


ARTICLE XIII
RULES AND REGULATIONS

SECTION 13.01 Compliance with Rules. Tenant, and its employees,
---------------------
agents, invitees and licensees, shall faithfully observe and comply with the
rules and regulations annexed hereto as Exhibit D-1, and such modifications and
-----------
additions thereto as Landlord at any time and from time to time may make and
communicate to Tenant which shall not increase in any non-de-minimis respect
Tenant's monetary obligations hereunder or adversely affect in any non-de-
minimis manner Tenant's rights hereunder or unreasonably interfere with Tenant's
use of the Sublease Premises, and which, in Landlord's reasonable judgment,
shall be necessary or appropriate for the reputation, safety, care and
appearance of the Premises or the areas adjacent thereto, or the preservation of
good order therein, or the operation or maintenance of the Premises or its
equipment and fixtures (such rules and regulations, as modified or added to from
time to time, the "Rules and Regulations"); provided, however, in case of any
--------------------- --------
conflict or inconsistency between the provisions of this Sublease and any of the
Rules and Regulations hereafter adopted, the provisions of this Sublease shall
control.

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SECTION 13.02 No Third-Party Rights. Nothing contained in this
---------------------
Sublease shall be construed to impose upon Landlord any duty or obligation to
enforce the Rules and Regulations against any other tenant or any employee,
agent, invitee or licensee of any other tenant of the Premises, and Landlord
shall not be liable to Tenant for violation of the Rules and Regulations by any
other tenant or its employees, agents, invitees or licensees, provided, however,
--------
that Landlord shall not enforce the Rules and Regulations against Tenant in a
manner that is less favorable to Tenant than Landlord's enforcement generally
against Landlord's other subtenants of the Building, and that this Section 13.02
shall not relieve Landlord of any of its other obligations under this Sublease.

ARTICLE XIV
ALTERATIONS; DISCHARGE OF LIENS

SECTION 14.01 Alterations by Tenant. (a) Tenant may from time to
---------------------
time, at its sole cost and expense (except as provided in Section 2.05 hereof),
make or cause to be made such alterations ("Alterations", which term shall
-----------
include Tenant's Work) in and to the Sublease Premises, as Tenant may reasonably
consider necessary for the conduct of its business in the Sublease Premises,

provided and upon the conditions that:
- --------

(i) The outside appearance of the Building shall not be
affected.

(ii) The strength or structure of the Building shall not be
affected.

(iii) The Alterations are to the interior of the Sublease
Premises and no part of the Building outside of the Sublease Premises shall
be affected, including fire-stair doors, failsafe devices and hardware.

(iv) The proper functioning of the mechanical, electrical,
sanitary, plumbing, heating, ventilation, air conditioning, fire safety and
other service systems of the Building shall not be adversely affected and
the usage of such systems by Tenant shall not be increased beyond any
amount of capacity permitted to Tenant hereunder.

(v) Before proceeding with any non-structural Alterations (other
than painting and installation of carpeting and wall coverings) which would
cost in excess of $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]
(subject to CPI Adjustment) per project multiplied by the number of
Rentable Square Feet of the Sublease Premises on the floor of the Building
on which such Alterations are to be undertaken (as reasonably estimated in
writing by an independent architect or Contractor selected and paid by
Tenant from a list of at least

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four (4) architects and/or contractors prepared by Landlord for such
purpose), Tenant shall submit to Landlord for and obtain Landlord's
approval of all plans and specifications for the work to be done that are
to be filed with any Governmental Authority and any other plans and
specifications reasonably requested by Landlord.

(vi) At least twenty (20) days before proceeding with any non-
structural Alterations (other than painting and installation of carpeting
and wall coverings) which would cost in excess of $[MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC] (subject to CPI Adjustment) per project
multiplied by the number of Rentable Square Feet of the Sublease Premises
on the floor of the Building on which such Alterations are to be undertaken
(as reasonably estimated in writing by an independent architect or
Contractor selected and paid by Tenant from a list of at least four (4)
architects and/or contractors prepared by Landlord for such purpose),
Tenant shall notify Landlord of such intended Alteration and submit to
Landlord for informational purposes all plans and specifications for the
work to be done that are to be filed with any Governmental Authority,
together with any other plans and specifications reasonably requested by
Landlord.

(vii) Tenant shall pay to Landlord, within twenty (20) days
after demand, as Additional Rent an amount equal to Landlord's actual and
reasonable costs and expenses as reasonably estimated by Landlord with
respect to in-house engineering and inspections plus one hundred and ten
(110) percent of Landlord's actual and reasonable out-of-pocket costs for
outside review of said plans and specifications and inspection of the
Alterations to determine whether the same are being performed substantially
in accordance with approved plans and specifications and in accordance with
all Insurance and Legal Requirements. In connection with Tenant's Work not
covered by Section 2.04 or 2.05, Tenant shall also pay the cost of all
utilities (not covered by Tenant's Electricity Charge pursuant to Section
5.01) furnished in connection with the performance of Tenant's Work as
shown on any meters installed in or about the Sublease Premises or as
otherwise reasonably allocated to Tenant, any costs of Extra Personnel not
covered by Subsection 2.05(e), any fees payable to architects and engineers
retained by Landlord for the review of plans and specifications not covered
by Section 2.04, any fees payable to independent security agencies, and any
required reimbursements owed to Overlandlord or Ground Lessor in connection
with such work not covered by Section 2.04. All such costs and expenses
shall be paid within twenty (20) days after demand therefor from Landlord,
provided that such payment shall not be due sooner than fifteen (15) days
--------
prior to the date that the same are due and payable by Landlord.

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(viii) Before proceeding with any non-structural Alterations
(other than painting and installation of carpeting and wall coverings)
which would cost in excess of $[MATERIAL OMITTED AND FILED SEPARATELY WITH
SEC] (subject to CPI Adjustment) per project multiplied by the number of
Rentable Square Feet of the Sublease Premises on the floor of the Building
on which such Alterations are to be undertaken (as reasonably estimated in
writing by an independent architect or Contractor selected and paid by
Tenant from a list of at least four (4) architects and/or contractors
prepared by Landlord for such purpose), Tenant shall obtain and deliver to
Landlord (to the extent required by Overlandlord or Ground Lessor) either
(1) a general performance bond and a labor and materials payment bond
(issued by a corporate surety licensed to do business in New York) or an
irrevocable letter of credit issued by a New York Clearinghouse member with
a long-term unsecured debt rating of "A" or better by Standard & Poor's
Corporation, each in an amount equal to one hundred and twenty-five (125)
percent of such estimate cost and in form satisfactory to Landlord, or (2)
such other security as shall be reasonably satisfactory to Landlord.

(ix) Tenant shall fully and promptly comply with and observe the
rules and regulations set forth in Exhibit D-2 attached hereto, as the same
-----------
may reasonably be amended or supplemented by Landlord from time to time in
accordance with Section 13.01.

(x) Tenant shall comply with all the terms and conditions of the
Overlease with respect to the Alterations in question, provided Landlord
shall use Landlord's Reasonable Efforts to assist Tenant in such
compliance.

(b) Notwithstanding anything that may be construed to the contrary,
Tenant may not make or cause to be made any structural Alteration, or undertake
any Alteration of any sort that would materially affect a building system or
building facility, unless Landlord shall have given its prior written approval,
which will not be unreasonably denied or delayed, in which case all of the
provisions of clauses (i) through (x) of Subsection 14.01(a) shall be
applicable, together with such other conditions as Landlord may reasonably
impose, including the consent of Overlandlord (to the extent required pursuant
to Article 13 of the Overlease) and the consent of Ground Lessor (to the extent
required pursuant to Article 11 of the Ground Lease), but subject, in the case
of Tenant's Plans for Tenant's Work, to Subsection 2.04(c). Tenant agrees that
any review or approval by Landlord of any plans and specifications with respect
to any Alterations is solely for Landlord's benefit, and without any
representation or warranty whatsoever to Tenant with respect to the adequacy,
correctness or efficiency thereof or otherwise.

- 83 -

(c) Tenant, at its sole cost and expense, shall obtain all necessary
governmental permits and certificates for the commencement and prosecution of
Alterations and for final approval thereof upon completion, and shall cause
Alterations to be performed in compliance therewith and with all applicable
Legal and Insurance Requirements, subject to performance by Landlord of its
obligations under Subsection 6.01(d) and use by Landlord of Landlord's
Reasonable Efforts to assist Tenant in obtaining such permits and certificates
and effecting such compliance.

(d) Alterations shall be diligently performed in a good and
workmanlike manner, using new materials and equipment at least equal in quality
and class to the original tenant installations and improvements in the Sublease
Premises (including those made by Tenant). All agreements with respect to
Alterations shall conform to Subsection 15.01(b). Alterations shall be
performed by Tenant's Contractors approved in writing in advance by Landlord
(which approval shall not be unreasonably withheld or delayed), and the plans
and specifications therefor shall be prepared by engineers or architects first
approved by Landlord (which approval shall not be unreasonably withheld or
delayed). Alterations shall be performed only at the times permitted in Exhibit
-------
D-2 except in cases of emergency or apparent emergency (as defined in Section
- ---
17.10).

(e) Throughout the performance of Alterations, Tenant, at its
expense, shall carry, or cause its contractors to carry, (x) workers'
compensation insurance in statutory limits, (y) general liability insurance
(with completed operations endorsement) for any occurrence in or about the
Sublease Premises and the Premises and (z) builder's all risk insurance (on a
completed value basis), under which Landlord and, at Landlord's request to the
extent required by the terms of any Superior Instrument, Overlandlord, Ground
Lessor, any Superior Mortgagee and any other holder of a Superior Interest,
shall be additional parties insured, in such limits as Landlord may reasonably
require, with insurers reasonably satisfactory to Landlord. At or before the
commencement of Alterations and, on request, at reasonable intervals thereafter
during the continuance of Alterations, Tenant shall furnish Landlord with
certificates of insurance evidencing that such insurance is in effect.

(f) If any Alterations shall involve the removal of any fixtures,
equipment or other property in the Sublease Premises which are not Tenant's
Property, such fixtures, equipment or other property shall be replaced by Tenant
with fixtures, equipment or other property of equal value or utility, unless
Landlord shall otherwise expressly consent, and upon such replacement shall
belong to the party whose property was removed.

(g) Service elevators and loading dock services required in
connection with Alterations shall be made available to Tenant, subject to
scheduled availability, at Tenant's reasonable expense and

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at the rates described in Exhibit H, on not less than two Business Days' notice
---------
to Landlord.


SECTION 14.02 Discharge of Violations and Liens. Tenant, at its
---------------------------------
expense, and with diligence and dispatch, shall procure the cancellation or
discharge of all notices of violation arising from or otherwise connected with
Alterations, or any other work, labor, services or materials done for or
supplied to Tenant, or any person claiming through or under Tenant, which shall
be issued by the Department of Buildings of the City of New York or any other
Governmental Authority having or asserting jurisdiction. Tenant shall defend,
indemnify and save Landlord, Overlandlord, Ground Lessor, any Superior Mortgagee
and any other holder of a Superior Interest harmless, in the manner provided in
Section 26.03, from and against any and all mechanics' and other liens and
encumbrances filed in connection with Alterations, or any other work, labor,
services or materials done for or supplied to Tenant, or any person claiming
through or under Tenant, including security interests in any materials, fixtures
or articles so installed in and constituting part of the Sublease Premises and
against all reasonable costs, expenses and liabilities incurred in connection
with any such lien or encumbrance or any action or proceeding brought thereon.

SECTION 14.03 No Liens. Except for permitted Subsubleases, Tenant
--------
shall not create or cause, or permit or suffer to be created any lien,
encumbrance or charge upon Tenant's leasehold estate in the Sublease Premises or
any part thereof or upon any rents, issues or profits from subletting or
occupancy thereof by others. Tenant shall not create or cause to be created any
lien, encumbrance or charge upon any assets (including, without limitation, any
Rent payable hereunder) of, or funds appropriated to, Landlord, Overlandlord or
Ground Lessor, or upon the estate, rights or interest in the Sublease Premises
or any part thereof of Landlord, Overlandlord or the Ground Lessor in the
Premises. Nothing in this Section 14.03 or Section 14.02 shall prohibit Tenant
from granting a security interest in a component of Tenant's Property in
connection with the leasing or purchase thereof by Tenant, and Landlord shall
furnish at Tenant's expense such written confirmation thereof as may be
reasonably requested by any proposed secured party.

SECTION 14.04 Discharge of Any Liens. If any mechanic's, laborer's
----------------------
or materialman's lien at any time shall be filed against the Sublease Premises
or any part thereof or any interest therein as a result of any act or omission
of Tenant or its Subsubtenants or their respective officers, employees, agents,
suppliers, materialmen, mechanics, contractors, subcontractors or sub-
subcontractors, or, if any public improvement lien created or caused to be
created by Tenant shall be filed against any assets of, or funds appropriated
to, Landlord, Overlandlord or Ground Lessor, then Tenant, within twenty (20)
days after actual notice of the filing thereof, or such shorter period after
actual notice as may be required by a Superior Mortgagee

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(but not less than ten (10) days after actual notice), shall cause the same to
be discharged of record by payment, deposit, bond, order of a court of competent
jurisdiction or otherwise. If Tenant shall fail to cause such lien to be
discharged of record within the period aforesaid, then, in addition to any other
right or remedy and after giving Tenant three (3) days prior written notice
(making reference to this Section 14.04), Landlord may, but shall not be
obligated to, discharge the same of record as aforesaid in any manner permitted
by law; or Landlord may instead, if Landlord so elects, compel the prosecution
of an action for the foreclosure of such lien by the lienor and pay the amount
of the judgment in favor of the lienor with interest, costs and allowances. Any
amount so paid by Landlord, including all reasonable costs and expenses
(including, without limitation, reasonable attorneys' fees and disbursements)
incurred by Landlord in connection therewith, together with interest thereon at
the Late Charge Rate, from the respective dates of Landlord's making of the
payment or incurring of the costs and expenses, shall constitute Additional Rent
payable by Tenant under this Sublease and shall be paid by Tenant to Landlord
within twenty (20) days after Landlord's written demand. Notwithstanding the
foregoing provisions of this Section 14.04, Tenant shall not be required to
discharge of record any such lien if Tenant is in good faith contesting the same
and has furnished (i) to Landlord the written consent of Overlandlord and
Superior Mortgagees whose consent shall be necessary under the provisions of
such mortgages, which consent Landlord agrees to use Landlord's Reasonable
Efforts to assist Tenant to obtain, and (ii) to Landlord (or, at Landlord's
option, Overlandlord) a cash deposit, an irrevocable letter of credit or a
surety bond or other such security reasonably satisfactory to Landlord in an
amount sufficient to pay such lien with interest and penalties.

SECTION 14.05 No Liability of Landlord or Superior Parties. Nothing
--------------------------------------------
in this Sublease contained shall be deemed or construed in any way as
constituting the consent or request of Landlord, Overlandlord or Ground Lessor,
express or implied, by inference or otherwise, to any contractor, subcontractor,
laborer or materialman for the performance of any labor or the furnishing of any
materials for any specific improvement, alteration to or repair of the Sublease
Premises or any part thereof, nor as giving Tenant any right, power or authority
to contract for or permit the rendering of any services or the furnishing of
materials that would give rise to the filing of any lien against the Sublease
Premises or any part thereof or any assets (including, without limitation, any
Rent payable hereunder) of, or funds appropriated to, Landlord, Overlandlord or
Ground Lessor.

SECTION 14.06 Delivery of Drawings to Overlandlord. On the
------------------------------------
termination of the Overlease pursuant to Article 24 thereof, upon Overlandlord's
request, Tenant, within thirty (30) days after such request, shall deliver to
Overlandlord "as-built" drawings (and similar redlined shop drawings) of any
material construction,

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alteration, renovation and/or restoration work Tenant performed or caused to be
performed in the Sublease Premises, and (i) if any construction, alteration,
renovation and/or restoration work with respect to the Sublease Premises is then
proposed or in progress, Tenant's drawings and specifications, if any, for such
work, and (ii) if any construction, alteration, renovation and/or restoration
work by Landlord for Tenant with respect to the Sublease Premises was performed
or is then proposed or in progress, the "as-built" drawings, if any, or the
drawings and specifications, if any, as the case may be, for such work in
Tenant's possession.



ARTICLE XV
LANDLORD'S AND TENANT'S PROPERTY

SECTION 15.01 Ground Lessor's Property. (a) Tenant acknowledges
------------------------
that the Sublease Premises and all of the materials and equipment incorporated
therein are the property of Ground Lessor, and Tenant agrees that all materials
and equipment to be incorporated into the Sublease Premises at any time during
the Term shall, upon purchase of same and at all times thereafter, constitute
the property of Ground Lessor, and that legal title to the Sublease Premises and
such materials and equipment shall continue in Ground Lessor; provided, however,
-------- -------
that Landlord, Overlandlord and Ground Lessor (i) shall not be liable in any
manner for payment or otherwise to any contractor, subcontractor, laborer or
supplier in connection with the purchase or furnishing of any such materials or
equipment or the installation thereof, and (ii) shall have no obligation to pay
any compensation to Tenant by reason of Ground Lessor's acquisition of title to
such materials and equipment.

(b) Tenant covenants and agrees that all agreements with respect to
Tenant's Work and Alterations in the Sublease Premises shall include the
following provision: "[contractor] [subcontractor] [materialman] hereby agrees
that immediately upon the purchase by [contractor] [subcontractor] [materialman]
of any building materials to be incorporated in the Sublease Premises, or of any
building materials to be incorporated in improvements made thereto, such
materials shall become the sole property of [insert name of Ground Lessor], a
public benefit corporation, notwithstanding that such materials have not been
incorporated in, or made a part of, the Sublease Premises at the time of such
purchase; and [contractor] [subcontractor] [materialman] shall look solely to
[Tenant] [contractor] [subcontractor] for payment in connection with the
purchase of any such materials, it being expressly understood that [insert
names of Ground Lessor, Overlandlord and

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Landlord] shall have no obligation to pay any compensation to [contractor]
[subcontractor] [materialman] by reason of such materials becoming the sole
property of [insert name of Ground Lessor]; provided, however, that nothing
contained herein shall prejudice any rights which contractor may have under the
Lien Law of the State of New York."

(c) Notwithstanding the ownership by Ground Lessor of the Sublease
Premises and all materials and equipment incorporated therein, Tenant shall pay
or cause to be paid, to the extent required under the Ground Lease, to the
Governmental Authority having jurisdiction over sales and compensating use
taxes, amounts equal to the amounts of all sales and compensating use taxes
which would be payable but for such ownership, on the materials and equipment
purchased for incorporation into or work performed on the Sublease Premises in
connection with the maintenance of and repairs, restorations, additions,
alterations, improvements and replacements (including capital improvements) to
the Sublease Premises. Such amounts shall be payable at the times such sales
and use taxes would be payable but for such ownership.

SECTION 15.02 Tenant's Property. Notwithstanding Subsection
-----------------
15.01(a), all movable partitions and all business, communications and office
equipment, fixtures, machinery and other articles of personal property, whether
or not attached to or built into the Sublease Premises, which are installed in
the Sublease Premises by or for the account of Tenant and can be removed without
damage to the Sublease Premises and the Premises, and all furniture, furnishings
and other articles of movable personal property, owned by Tenant and located in
the Sublease Premises (collectively, "Tenant's Property"), shall be and shall
-----------------
remain the property of Tenant and may be removed by Tenant at any time during
the term of this Sublease.

SECTION 15.03 Removal of Tenant's Property. (a) If any of Tenant's
----------------------------
Property is removed, Tenant shall repair or pay the cost of repairing any damage
to the Sublease Premises or to the Building resulting from the removal thereof.
In connection with such intended removal, Tenant shall give Landlord thirty (30)
days' prior notice of any severance of connections to the structural,
mechanical, electrical, sanitary, plumbing, heating, ventilating, air
conditioning, fire safety or other systems of the Building.

(b) At or before the Expiration Date, or within fifteen (15) days
after any earlier termination of this Sublease, Tenant shall, at its expense,
remove from the Sublease Premises, all of Tenant's Property (including all
furnishings but excluding flooring and other items of Tenant's Property that,
prior to the installation thereof, Landlord agrees in writing with reference to
this Section 15.03 Tenant may leave in place upon the expiration or termination
of this Sublease), deliver the Sublease Premises in good

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order, working condition and repair (except for ordinary wear and tear, damage
by Casualty and Condemnation and repairs which Landlord is required to make
pursuant to Section 16.02), and leave the Sublease Premises in a broom-clean
condition.

SECTION 15.04 Abandoned Property. After the expiration of the Term,
------------------
or after a period of fifteen (15) days following an earlier termination date,
any items of Tenant's Property (excluding any cash, cash equivalents and files)
which shall remain in the Sublease Premises shall be deemed to have been
abandoned, and in such case such items may be retained by Landlord as its
property or removed and disposed of by Landlord, without accountability, in such
manner as Landlord shall determine, at Tenant's expense. Any reasonable costs
so incurred by Landlord, or incurred in restoring the Sublease Premises to the
condition required in Section 15.03 shall be paid by Tenant within twenty (20)
days after Landlord's demand therefor and the terms of this Sublease shall
continue to be in full force and effect with respect to such obligation on the
part of Tenant. Landlord shall have no obligation to Tenant with respect to any
items of Tenant's Property (excluding any cash, cash equivalents and files)
remaining in the Sublease Premises after the Expiration Date or any earlier
termination date.

ARTICLE XVI
REPAIRS AND MAINTENANCE

SECTION 16.01 Repairs by Tenant. (a) Tenant, at its sole cost and
-----------------
expense, throughout the Term, subject to the terms of this Section 16.01 and
Article XXIII, shall take good care of the Sublease Premises, the fixtures and
appurtenances therein, and shall make (or, as hereinafter provided, cause to be
made by Landlord or other Persons), at Tenant's expense, all repairs therein and
thereon (including repairs to plumbing and electrical fixtures and equipment
which can be made by work confined within the interior planes of demising walls
and floor and ceiling slabs of the Sublease Premises and which are required over
the Term of this Sublease because of Tenant's misuse thereof or damage thereto
in order to keep the Sublease Premises in good and safe order and working
condition, but excluding structural repairs, repairs to fixtures in existing
restrooms on floors of the Sublease Premises not entirely subleased to Tenant,
and other repairs which Landlord is required to make pursuant to Section 16.02).
The term "repairs" shall include all alterations, additions, installations,
-------
replacements, removals, renewals, restorations and maintenance. All repairs
made by Tenant shall be at least equal in utility and class to original work and
shall be made in compliance with all Insurance and Legal Requirements.

(b) Subject to Landlord's compliance with the requirements described
in Section 11.04, Tenant shall also make (or, as hereinafter provided, cause to
be made), at Tenant's expense, all

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repairs, interior and exterior, structural and non structural, ordinary and
extraordinary, foreseen and unforeseen, necessary to comply with all applicable
laws, ordinances, orders, rules, regulations and requirements of New York City
(including Local Law No. 5 of 1973, as then in force) and all other Governmental
Authorities, the need for which arises primarily out of (i) the performance or
existence of work or Alterations by Tenant, (ii) the installation, use or
operation of Tenant's Property in the Sublease Premises, (iii) the moving of
Tenant's Property in or out of the Building, or (iv) the misuse or neglect of
Tenant or any of its Subsubtenants or its or their employees, agents,
contractors, licensees or invitees.

(c) Subject to Landlord's compliance with the requirements described
in Subsection 16.02(b), Tenant shall furthermore be responsible for complying
with all other requirements of the federal Americans with Disabilities Act of
1990 (the "ADA") and the regulations promulgated thereunder in or at the
---
entranceways to the Sublease Premises on each floor thereof, including those
relating to any "paths of travel" to the public corridor and the restrooms on
each floor of the Sublease Premises, as well as compliance with all ADA
requirements that may be imposed with respect to the Sublease Premises by reason
of or in connection with any Alterations performed by or at the request of
Tenant.

(d) Tenant shall be responsible for all necessary or appropriate
repairs to Tenant's Work and Tenant's Alterations (including the equipment to be
installed by Tenant as described in Sections 5.05 and 17.01) unless necessitated
by negligence or misconduct of Landlord or Persons under its control. Tenant,
at its expense, shall repair any scratched, damaged or broken doors and glass
within or at the entrances to the Sublease Premises. With respect to repairs to
any scratched, damaged or broken doors and glass in and about the Building
(including all exterior windows) and of wall and floor coverings in the Building
(other than those within or at the entrances to the Sublease Premises, which
shall be governed by the immediately preceding sentence) or to any other repairs
outside the Sublease Premises, for which a need arises because of (i) the
performance or existence of work or alterations by Tenant, (ii) the
installation, use or operation of Tenant's Property in the Sublease Premises,
(iii) the moving of Tenant's Property in or out of the Building or (iv) some
misuse or neglect of the Sublease Premises by Tenant or any of its Subsubtenants
or its or their employees, agents, contractors, licensees or invitees, Tenant
shall promptly notify Landlord and shall be responsible for the reasonable
cost of such repairs (which shall be performed by Landlord or, at Landlord's
election, by Tenant).

(e) Any repairs for which Tenant is responsible hereunder that
require work or services within those specified on Exhibit G (the "Exclusive
--------- ---------
Services"), shall be done, at Tenant's sole cost and expense, by a contractor of
- --------
Tenant approved by Landlord or selected

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by Tenant from a list of at least four (4) contractors prepared by Landlord for
such purpose, and otherwise subject to all of the other terms of Article XIV.

(f) Tenant shall promptly notify Landlord of the need of any other
repairs to any mechanical, sanitary, plumbing, heating, ventilation, air-
conditioning, fire safety, structural, electrical or other systems, fixtures or
equipment in the Sublease Premises. Tenant shall not commit or suffer, and
shall use all reasonable precaution to prevent waste, damage, or injury to the
Sublease Premises.

SECTION 16.02 Repairs by Landlord. (a) Landlord, at its sole cost
-------------------
and expense, shall (i) keep, maintain and operate the public portions of the
Premises and all Building Systems and facilities serving the Sublease Premises
in good working order, condition and repair for a first-class office building,
and (ii) make all repairs, structural and otherwise, interior and exterior, as
and when needed in or about the Sublease Premises, except for those repairs for
------
which Tenant shall be expressly made responsible pursuant to Subsection
16.01(b); and such repairs to the Sublease Premises shall be at least equal in
utility and class to original work and made in compliance with all Insurance and
Legal Requirements.

(b) Subject to Tenant's observance of Subsection 16.01(b) and without
limiting Landlord's obligations under Section 11.04, Landlord will at Landlord's
expense, if and when required by the appropriate governmental authorities but
subject to Landlord's right to contest any such requirement in a diligent
manner, make such alterations (if any) to the elevator lobbies and Men's and
Ladies' restrooms existing on each floor of the Sublease Premises on the
Possession Dates applicable thereto or, if later, the dates on which Landlord
delivers actual possession of the Sublease Premises to Tenant, when and to the
extent necessary to cause such elevator lobbies and restrooms to meet any
applicable requirements of ADA and the regulations promulgated thereunder, as
such law and regulations are in effect on the date that Landlord performs such
alterations. All such alterations shall be made with a minimum of interference
to Tenant's concurrent use and occupancy of the Sublease Premises. Landlord
shall also indemnify Tenant against and hold Tenant harmless, in the manner
provided in Section 26.03, from any costs, liabilities, fines and penalties that
are imposed on or incurred by Tenant by any governmental authority or person by
reason of Landlord's failure to perform its obligations in accordance with the
terms of this Subsection 16.02(b), or to make any alterations that may be
required on the part of Landlord pursuant to this Subsection 16.02(b) (even if
Landlord has not yet been directed by some governmental authority to comply with
ADA with respect to restrooms or the elevator lobby on one or more floors of the
Sublease Premises), provided that Tenant shall notify Landlord promptly after
--------
Tenant is notified of any claim that such restrooms or elevator lobby

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do not comply with ADA. In addition, Landlord shall either assume the defense of
any claim against Tenant that is within the scope of the indemnity provided for
under this Subsection 16.02(b), or Landlord shall be responsible for the payment
of any of reasonable attorneys' fees and legal expenses that Tenant may incur in
the absence of such assumption.

ARTICLE XVII
SERVICES; SIGNAGE AND ACCESS

SECTION 17.01 Services. (a) From and after the date Tenant takes
--------
possession of the Sublease Premises for the conduct of its business, Landlord,
at its expense, shall maintain and operate the Building's heating, ventilating
and air-conditioning ("HVAC") systems serving the Sublease Premises as follows:
----

(i) Landlord shall furnish HVAC during Business Hours on Business Days
(x) to floors 3, 8, 9 and 15 of the Sublease Premises (and to any Expansion
Option Space and Offer Premises which may be added to the Sublease Premises
pursuant to Section 7.01) in accordance with the specifications attached
hereto as Exhibit E and (y) to floors C1, C2, 2 and 10 of the Sublease
---------
Premises in accordance with the capabilities of the existing HVAC system
for those floors of the Building. "Business Hours" shall mean between
--------------
[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] a.m. and [MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] p.m. "Business Days" shall mean all days
-------------
except Saturdays, Sundays, and days observed as legal holidays by the New
York Stock Exchange (and, with respect to cleaning to be provided by
Landlord pursuant to Subsection 17.01(b), such other days as shall be
designated as holidays by the applicable building service union employees
service contract, the applicable operating engineers contract and the
applicable building-maintenance electricians contract).

(ii) If Tenant shall require HVAC at any time other than during
Business Hours on Business Days (an "Overtime Period"), then, so long as no
---------------
Event of Default has occurred and is continuing, Landlord shall furnish
such HVAC service as Tenant may request by notice given to Landlord by
12:00 noon on any Business Day for any period after Business Hours on such
Business Day and by 12:00 noon on the next preceding Business Day for any
non-Business Day.

(iii) Tenant shall pay to Landlord, as Additional Rent hereunder,
Overtime Period charges equal to the lesser of (A) Landlord's lowest
charges for similar services to Landlord's other subtenants of the Building
or (B) [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] DOLLARS ($[MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC]) per hour per floor for HVAC on
floors 3 and 15 of the Sublease Premises or on the first half

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of floor 7 or floors 11, 12 and 14 of the Expansion Option Space, [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC] DOLLARS ($[MATERIAL OMITTED AND
FILED SEPARATELY WITH SEC]) per hour for HVAC on floors 8 and 9 of the
Sublease Premises or on all of floor 7 of the Expansion Option Space and
[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] DOLLARS ($[MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC]) per hour for HVAC on all of floors
3, 8, 9 and 15 of the Sublease Premises (which per-hour figures shall be
subject to increase, but not decrease, as of January 1, 1995 and on each
anniversary of such date by adding thereto an amount equal to the product
of (x) $[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] or $[MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC], as the case may be, multiplied by
(y) the percentage increase, if any, in the Consumer Price Index for the
month of December in the year immediately preceding the year in question
over the Consumer Price Index for the month of December, 1993), or (C)
ninety (90) percent of the aggregate of Landlord's separate per-floor
charges specified in clause (B) above for the entire Sublease Premises
leased from time to time by Tenant pursuant to this Sublease. Such
Additional Rent shall be payable monthly within twenty (20) days after
demand by Landlord.

(iv) If Tenant requires more than HVAC service to be provided
pursuant to Subsubsection 17.01(a)(i) for any full floor of the Sublease
Premises, Landlord will furnish to the Sublease Premises (as long as may be
requested by Tenant, up to 24 hours a day, seven days a week) chilled water
for supplemental air-conditioning unit(s) in accordance with the
specifications for each floor of the Sublease Premises attached hereto as

Exhibit E, which shall be available via three-inch capped and valved
---------
outlets for connections and direct pumping by Tenant into Tenant's
supplemental airconditioning unit(s) to be installed by Tenant as part of
Tenant's Work. Commencing upon Tenant's first use of such supplemental
airconditioning unit(s), Tenant shall pay monthly to Landlord as Additional
Rent hereunder an amount equal to the lesser of (A) Landlord's lowest
charges for similar services to Landlord's other subtenants of the Building
or (B) Tenant's pro-rata share (based on the ton-hours of chilled water
consumed by Tenant in its supplemental airconditioning unit(s) as measured
by the B.T.U. meter hereinafter described) of Landlord's actual costs of
supplying chilled water for all supplemental airconditioning unit(s) in the
Building (such costs to be set forth in a supplemental HVAC statement). The
B.T.U. meter referred to in the immediately preceding sentence shall be a
Controldtron Model 960 or equivalent meter procured, installed by Tenant at
its cost and maintained by Landlord at Tenant's reasonable expense, at a
location and having a tap approved by Landlord, which approval shall not be
unreasonably withheld. Such Additional Rent shall be payable monthly within
twenty (20)

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days after Landlord furnishes Tenant a supplemental HVAC statement.

(b) The satisfaction by Landlord of its obligations under Subsection
17.01(a)(i) shall be subject to Tenant's substantial compliance with the
conditions of occupancy and connected electrical load set forth in Exhibit E.
---------
Use of floors 3, 8, 9 and/or 15 of the Sublease Premises, or any parts thereof,
in a manner contrary to the HVAC design conditions (including occupancy and
connected electrical load) set forth in said Exhibit E, use of floors C1 and/or
---------
C2 of the Sublease Premises for purposes other than storage, or rearrangement of
partitioning which interferes with normal operation of the HVAC systems serving
the Sublease Premises, or the use of computer, data processing or other machines
or equipment which concentrate heat loads in confined areas, may require changes
in the systems serving the Sublease Premises in order to provide comfortable
occupancy. Such changes, if permitted hereunder, may be made by Landlord at
Tenant's reasonable expense or, if Landlord elects not to do so, may be made by
Tenant at Tenant's reasonable expense, subject to provisions of Article XIV.

(c) Landlord, at its expense, shall provide (on a non-exclusive
basis) elevator service to and from the Sublease Premises as follow:

(i) During Business Hours on Business Days, Landlord shall, subject
to Subsubsection 17.01(c)(iv), run (A) seven (7) passenger elevators (none
of which will be reserved by Landlord for exclusive use by any of
Landlord's other subtenants) between the main lobby (floor 2) and floors 8,
9, 10 and 15 of the Sublease Premises (and the floors comprising any
Expansion Option Space and Offer Premises which may be added to the
Sublease Premises pursuant to Section 7.01) as well as the other floors (4,
5, 6, 7, 11, 12, 14 and 16) of the Building in the same elevator bank, (B)
four (4) passenger elevators (none of which will be reserved by Landlord
for exclusive use by any of Landlord's other subtenants) between the mini-
core lobby (floor 2) and floors 8 and 9 of the Sublease Premises (and floor
7 of the Expansion Option Space), (C) two (2) mini-core elevators which
shall be capable of stopping at floor 3 between the mini-core lobby (floor
2), floor 3 and floors 8 and 9 of the Sublease Premises (and floor 7 of the
Expansion Option Space), (D) four (4) freight and two (2) retail-area
passenger elevators (none of which will be reserved by Landlord for
exclusive use by any of Landlord's other subtenants) between the lobby
(floor 2), floor C1 and, in the case of such freight elevators, floor C2 of
the Sublease Premises, and (E) one (1) additional freight elevator between
floors C1 and C2 of the Sublease Premises.

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(ii) From and after such time as the first portion of floor 7 of the
Expansion Option Space may be added to the Sublease Premises, Landlord
shall, during Business Hours on Business Days but subject to Subsubsection
17.01(c)(iv), run four (4) passenger elevators for the exclusive use of
Tenant between the mini-core lobby (floor 2) and floors 3, 7, 8 and 9 of
the Sublease Premises (of which the two (2) mini-core elevators which shall
be able to stop at floor 3 shall be run between the mini-core lobby (floor
2), floor 3 and floors 7, 8 and 9 of the Sublease Premises for the
exclusive use of Tenant).

(iii) At all other times Landlord shall have at least one (1) such
passenger or freight elevator per elevator bank (with the exception of the
elevator bank in which four (4) freight elevators running between floors
C1, C2 and 2 are located) subject to call to serve all the various floors
of the Sublease Premises (as the same may be enlarged to include Expansion
Option Space or Offer Premises).

(iv) Landlord may, without incurring liability to Tenant for failure
to provide adequate elevator service to the Sublease Premises except as
provided in Section 17.03, take one or more elevators out of service
whenever and for so along as may be reasonably necessary (i) as a result of
accidents, emergencies, strikes or the occurrence of any other similar
events beyond Landlord's reasonable control, or (ii) in order to clean,
inspect, test, repair, rebuild, redecorate or otherwise operate and
maintain any such elevator or elevators in accordance with the standards of
a first-class office building.

(v) Subject to the final sentence of Subsection 2.05(i) (relating to
the initial move-in and the performance of Tenants' Work) and to Paragraph
C.3 of Exhibit D-2 (relating to Alterations), Landlord shall provide
-----------
freight-elevator service to the Sublease Premises for Tenant's reasonable
use, subject to the reasonable needs of Landlord and Landlord's other
subtenants of the Building, during Business Hours of Business Days. If
Tenant shall require use of the freight elevators at any other time,
Landlord shall make the freight elevators available to Tenant subject to
scheduled availability, upon not less than two (2) Business Days' advance
notice from Tenant, and Tenant shall pay to Landlord, as Additional Rent
within twenty (20) days after Landlord's demand, Landlord's
then-established charges therefor based on the wage rates specified on
Exhibit H hereto, which charges shall be no higher than Landlord's lowest
---------
charges to Landlord's other subtenants of the Building and shall reflect an
administrative handling charge of ten (10) percent of Landlord's actual and
reasonable costs and expenses in providing such service (designed to

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reimburse Landlord for its costs in billing and collecting the same). The
use of the elevators shall be subject to the Rules and Regulations.

(vi) If the Building supplies manually operated elevator service,
Landlord may at any time substitute automatic control elevator service,
without reducing or otherwise affecting any of Tenant's obligations
hereunder.

(d) Landlord, at its expense, shall cause floors 3, 8, 9, 10 and 15
of the Sublease Premises (plus any Expansion Option Space and Offer Premises
which may be added to the Sublease Premises pursuant to Section 7.01) to be
cleaned in accordance with the specifications attached hereto as Exhibit F.
---------
Landlord shall not be required to perform at its expense, and Tenant shall pay
to Landlord as Additional Rent within twenty (20) days after Landlord's demand,
the reasonable out-of-pocket costs actually incurred by Landlord (plus an
administrative handling charge of ten (10) percent thereof to cover Landlord's
costs of billing and collecting the same) for, (i) cleaning services on floors
C1 and C2 of the Sublease Premises, (ii) cleaning services on floors 3, 8, 9, 10
and 15 of the Sublease Premises (and for any Expansion Option Space and Offer
Premises which may be added to the Sublease Premises pursuant to Section 7.01)
in excess of the services specified in Exhibit F, (iii) extra cleaning services
---------
anywhere in the Sublease Premises to the extent requested by Tenant or required
because of (A) use of portions of the Sublease Premises (other than four (4)
coffee stations per floor on floors 8 and 9 and two (2) coffee stations per
floor on floors 3, 7 and 15 and in any Expansion Option Space and Offer Premises
which may be added to the Sublease Premises pursuant to Section 7.01) for the
prepara-tion, serving or consumption of food or beverages, or as training rooms
(except for training Tenant's personnel), or for main-frame data processing or
high-speed reproducing operations or as private lavatories or toilets, (B)
misuse or neglect of the Sublease Premises by Tenant or its Subsubtenants or its
or their employees or visitors, (C) use of portions of the Sublease Premises for
other than normal office or storage purposes requiring greater or more difficult
cleaning work than for normal office or storage areas, such as for document
reproduction areas or pantry areas, or (D) requests for such extra cleaning by
Tenant in connection with use of the Sublease Premises by Tenant other than
during Business Hours on Business Days, (iv) removal from the Sublease Premises
and the Building of any refuse and rubbish of Tenant in excess of that
ordinarily accumulated in business office occupancy or at times other than
Landlord's standard cleaning times stated in Section 17.01(e), and (v) pest
control to the extent requested by Tenant or required for compliance with health
regulations in excess of that ordinarily provided to business office occupants
in the Building.

(e) Landlord, its cleaning contractor and their employees shall have
access to the Sublease Premises (other than Tenant's

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communications equipment rooms and other secure areas) for cleaning purposes
after 4:30 p.m. and before 12:00 midnight (provided, however, no cleaning of any
-------- -------
occupied areas or vacuuming shall be done prior to 6:00 p.m.) and shall have the
right to use, without charge therefor, all light, power and water in the
Sublease Premises reasonably required to clean the Sublease Premises as required
under this Section 17.01.

(f) Landlord shall, at its expense, furnish to the Sublease Premises
hot and cold water for drinking, lavatory and cleaning purposes, and, during
Business Hours on Business Days, steam for heating the Sublease Premises in the
manner required to satisfy Landlord's obligations to provide heat pursuant to
Subsubsection 17.01(a)(i). If Tenant requires water or steam for any other
purposes, Landlord may, at its election (a) employ one or more engineers to
conduct one or more surveys of the Sublease Premises to determine Tenant's usage
of hot and cold water and hot water for heating which surveys, at Landlord's
election, may be updated on an annual basis or, more frequently upon Tenant's
changed use of one or more portions of the Sublease Premises. The cost of such
surveys shall be borne by Tenant. Landlord shall bill Tenant monthly on the
basis of such survey(s) at Landlord's lowest then-established charges, and
Tenant shall pay such amounts as Additional Rent within twenty (20) days
thereafter. Alternatively, Landlord may (b) instead install and maintain, at
Landlord's expense, meters to measure Tenant's consumption of cold water, hot
water, chilled water and/or steam, in lieu of relying upon any such surveys, and
Tenant shall pay Landlord as Additional Rent within twenty (20) days after being
billed therefor, at Landlord's then-established charges (which shall be designed
to compensate Landlord for its actual costs and expenses, as reasonably
estimated by Landlord, including an administrative handling fee of ten (10)
percent), for the cost of the quantities of items shown on such meters.

(g) Landlord reserves the right, without any liability to Tenant
except as provided in Section 17.03 and Articles XXII and XXIII and without
affecting Tenant's covenants and obligations hereunder, to stop or interrupt or
reduce service of any of the heating, ventilating, air-conditioning, electric,
sanitary, elevator or other Building Systems serving the Sublease Premises, or
to stop or interrupt or reduce any other services required of Landlord under
this Sublease (whether or not specified in this Article XVII), when-ever and for
so long as may be necessary, by reason of (i) accidents, emergencies, strikes or
the occurrence of any other similar events, (ii) the making of repairs or
changes which Landlord is required or is permitted by this Sublease or by law to
make or in good faith deems necessary, (iii) inability after using Landlord's
Reasonable Efforts in securing proper supplies of fuel, steam, water,
electricity, labor or supplies, or (iv) any other cause beyond Landlord's
reasonable control. Provided Landlord is reasonably able to do so, Landlord
shall give reasonable advance notice to Tenant of

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any such stoppage or interruption and will with reasonable diligence
take such steps as are reasonably available to Landlord to minimize the
interference with Tenant's access to and/or use of the Sublease Premises arising
from such stoppage or interruption.

(h) Tenant shall be responsible for security within the Sublease
Premises, and Landlord shall, at its expense, be responsible for providing
security outside the Sublease Premises at substantially the same level in effect
on the date of this Sublease. Any security personnel retained by Tenant shall
be subject to Landlord's reasonable approval.

SECTION 17.02 Window Cleaning. Landlord shall cause the exteriors of
---------------
the windows in the Sublease Premises to be cleaned as appropriate for a first-
class office building in Manhattan (but in no event less frequently than every
twelve (12) months), subject, however, to applicable Legal Requirements, labor
union requirements and delays caused by inclement weather. To the extent that
Landlord or its contractor must enter into the Sublease Premises to access
window-cleaning equipment, Landlord shall give Tenant at least twenty-four (24)
hours advance notice thereof (or such shorter notice as may be reasonable or
required in the circumstances). Tenant shall not obstruct access to any
operable window or door accessing the exterior of the Building from the Sublease
Premises. Tenant shall not clean, require or otherwise permit or suffer any
window in the Sublease Premises to be cleaned from the outside.

SECTION 17.03 No Abatement. Provided Tenant is able to qualify for
------------
and fully realize the benefits of Articles XXII and XXIII in cases where Tenant
would otherwise be entitled to compensation for damages suffered by Tenant,
Landlord shall have no liability to Tenant, nor shall Tenant's covenants and
obligations under this Sublease be reduced or abated in any manner, by reason of
any inconvenience, annoyance, interruption or injury to Tenant's business
arising from any stoppage or interruption or reduction of service to the
Sublease Premises from any heating, ventilating, airconditioning, electricity,
sanitary, elevator or other Building Systems, or of any other services required
of Landlord under this Sublease (whether or not specified in this Article XVII),
whenever and for so long as may be necessary, by reason of (i) accidents,
emergencies, strikes or the occurrence of any other similar events, (ii) the
making of repairs or changes which Landlord is required or is permitted by this
Sublease or by law to make or in good faith deems necessary, (iii) inability
after using Landlord's Reasonable Efforts in securing proper supplies of fuel,
steam, water, electricity, labor or supplies, or (iv) any other cause beyond
Landlord's reasonable control. In case Tenant is damaged but is nevertheless
unable in a diligent and timely fashion to qualify for or fully realize the
benefits of Articles XXII and XXIII or if the benefits of Articles XXII and
XXIII which Tenant is able to qualify for but only partially realize are not
sufficient to compensate Tenant for damages actually

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suffered by Tenant despite Tenant's use of reasonable efforts to mitigate its
damages, Tenant's common-law or statutory rights, if any, to compensation for
damages by reason of any of the foregoing shall not be impaired or limited by
this Section 17.03 to the extent Tenant claims only actual and not
consequential, speculative or punitive damages from Landlord. In such cases,
Landlord agrees that Tenant's common-law or statutory claims to compensation for
actual damages may, at Tenant's election, be submitted to Arbitration in
accordance with Article XXI, or to any other recognized and impartial form of
accelerated dispute resolution designated by Tenant.

SECTION 17.04 Signage; Directory Listings. (a) With the exception
---------------------------
of Tenant's Signage at the West Street entrance to the Building, and in the
elevator lobbies on full floors of the Building included within the Subleased
Premises, no lettering, sign, advertisement, notice or object shall be installed
or displayed by Tenant at any point inside the Sublease Premises where the same
are visible outside of the Sublease Premises, or on any exterior windows or
doors, or on the outside of the Sublease Premises, or on any directional signage
where Landlord's name appears within the existing main and mini-core lobby areas
of the Building or, to the extent intended to refer only to Landlord's offices
in the Building, within any other public areas of the Project, without the prior
written approval of Landlord and Overlandlord. However, subject to Landlord's
reasonable approval, which shall not be unreasonably withheld or delayed, Tenant
may install a sign on or close to the main entrance door to the Sublease
Premises on each floor thereof for Tenant and/or Tenant's Affiliate identifying
the Sublease Premises as Tenant's and/or Tenant's Affiliate's premises; and on
each partial floor of the Building included in the Sublease Premises, Landlord
will install a Building-standard sign in the elevator lobby on each such floor,
for use by Tenant in common with Landlord and/or other subtenants of Landlord on
such floor of the Building, directing visitors to the Sublease Premises. In
addition, if Overlandlord does not approve Tenant's directional Signage or if
Tenant is otherwise unable to obtain Overlandlord's approval for Tenant's name
to appear on all directional signage where Landlord's name appears within the
existing main and mini-core lobby areas of the Building and, to the extent
intended to refer only to Landlord's offices in the Building, within all other
public areas of the Project at least thirty (30) days before Substantial
Completion of Tenant's Work, Landlord will remove its name from all such
directional signage within the Building and the Project before Tenant begins
using the Sublease Premises for the purposes permitted by Section 6.01.

(b) Landlord shall request Overlandlord to allow Tenant to install at
its cost appropriate signage on the West Street entrance to the Building and
additional suitable identification in the lobby levels of the Building, and to
have two (2) listings per floor of the Sublease Premises in any computerized
directory accessible by any computer terminals which Overlandlord may install

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at the lobby-level entrance to the Building (i.e., the + 32.0' level lobby on
floor 2) and/or one (1) listing per floor of the Sublease Premises on any
noncomputerized Building directory that Overlandlord may install at said lobby-
level entrance. In addition, Landlord shall instruct Landlord's and
Overlandlord's security-desk personnel stationed at the lobby-level entrances to
the Building to tell Tenant's visitors upon request the numbers of the floor of
the Building occupied by Tenant; and Landlord will permit Tenant to open the
West Street entrance to the Building for use by Tenant's and its business guests
and invitees provided Tenant does so in a manner compatible with Landlord's
--------
security procedures for the Building and reimburses Landlord on a monthly basis
for any additional costs reasonably incurred by Landlord in order to maintain
such security.

(c) While this Sublease (or any new lease which may be entered into
by Tenant as a substitute for this Sublease pursuant to Section 10.19 of the
Overlease) remains in effect, Landlord shall not grant rights to signage on the
exterior or in the lobbies of the Building which are comparable to or better
than Tenant's signage to any Person that is a competitor of Tenant other than a
successor to an existing subtenant of Landlord in the Building that currently
has comparable or better signage rights.

SECTION 17.05 Building Name. Tenant shall have no right to object to
-------------
any change, at any time and from time to time, in the name or street address of
the Building. Tenant shall not use the name "Merrill Lynch" or any variant
thereof in any communication, advertising, promotional material, publicity,
correspondence or other matter (written or oral) without obtaining the prior
written consent of Landlord in each instance.

SECTION 17.06 Access by Landlord. Tenant shall permit Landlord to
------------------
erect, use and maintain pipes, ducts and conduits in and through the Sublease
Premises, provided, the same are installed and concealed behind partitions,
--------
walls and hung ceilings of the Sublease Premises and by such methods and at such
locations as will not interfere with or impair Tenant's layout or use of the
Sublease Premises in any non-de-minimis way.

SECTION 17.07 Repairs by Landlord and Others. (a) Landlord,
------------------------------
Overlandlord, Ground Lessor or any Superior Mortgagee, as the case may be,
during the progress of any repair, alteration or work referred to in Section
17.06 or otherwise required or permitted by this Sublease or law or deemed
necessary by Landlord, may keep and store at the Sublease Premises, subject to
the reasonable requirements of Tenant and Subsubtenants and provided the same
does not reduce to any non-de-minimis degree the usable area of the Sublease
Premises or interfere in any non-de-minimis respect with Tenant's use and
enjoyment of the Sublease Premises (except in cases of emergency or apparent
emergency), all materials, tools, supplies and equipment reasonably necessary to
be so stored.

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(b) Neither Landlord (except as provided in Article XXII),
Overlandlord, Ground Lessor nor any Superior Mortgagee, as the case may be,
provided that such party exercises reasonable care, shall be liable for
- --------
inconvenience, annoyance, disturbance, loss of business or other damage of
Tenant or any Subtenant by reason of making such repairs or the performance of
any such alterations, work, or on account of bringing materials, tools, supplies
and equipment into the Sublease Premises during the course thereof; nor shall
the obligations of Tenant under this Sublease shall be affected thereby.

(c) To the extent that Landlord, Overlandlord, Ground Lessor or any
Superior Mortgagee undertakes such repairs, alterations or work and the same
shall require interruption of any services to or access of Tenant or a Subtenant
or the entry into any space covered by this Sublease or a Subsublease, such work
or repairs shall be commenced and completed with reasonable diligence, subject
to delays beyond Landlord's reasonable control, and in such a manner as not to
unreasonably interfere with the conduct of business in such space, but such work
or repairs need not be performed outside of normal Business Hours on Business
Days.

(d) Whenever reasonably practicable, Landlord's entry upon the
Sublease Premises shall be at reasonable times, on reasonable notice and in the
presence of Tenant or its representative. Upon completion of any such repairs,
alterations or work, Landlord, Overlandlord or Ground Lessor, as the case may
be, shall promptly restore the Sublease Premises to the condition which existed
before the commencement of the repairs, alterations or work.

(e) Nothing in this Article XVII or elsewhere in this Sublease shall
imply any duty upon the part of Landlord, Overlandlord, Ground Lessor or any
Superior Mortgagee to do any work not otherwise required to be done by such
parties hereunder, and the performance of any work by Landlord, Overlandlord,
Ground Lessor or any Superior Mortgagee shall not constitute a waiver of
Tenant's default in failing to perform the same.

SECTION 17.08 Other Inspection of Sublease Premises. Tenant shall
-------------------------------------
permit Landlord, Overlandlord, Ground Lessor and any Superior Mortgagee, and
their respective agents or representatives, to enter the Sublease Premises, at
all reasonable times on reasonable notice and in the presence of Tenant or its
representative (except in the case of an emergency), but subject to the
reasonable requirements of Tenant (or any Affiliate pursuant to Section 10.01)
and of any Subtenant, for the purpose of (a) inspecting the Sublease Premises,
(b) determining whether or not Tenant or Subtenant is in compliance with its
obligations hereunder, and (c) making (in accordance with Section 17.07) any
necessary repairs or alterations to the Sublease Premises or to the Building
and/or performing any work therein or in the Building, if necessitated by a
Legal

- 101 -

Requirement, Insurance Requirement or other provision of this Sublease, or
otherwise permitted hereunder.

SECTION 17.09 Building Access; Changes Therein. Landlord shall
--------------------------------
provide reasonable access to the Building and the Sublease Premises, and from
Tenant's Visitor Reception Areas to the elevators which serve floors C1, C2, 3,
8, 9, 10 and 15 of the Sublease Premises, twenty-four (24) hours per day, seven
(7) days per week. Landlord reserves the right, without the same constituting
an actual or constructive eviction and without incurring liability to Tenant
therefor, to change the arrangement and/or location of, and the placement of
coffee-carts, concession stands and other such objects within, public areas,
entrances, passageways, doors, doorways, corridors, elevators (but not so as to
decrease the number or hours of availability specified in Subsection 17.01(c)),
stairways, toilets and other public parts of the Building, and/or to change the
location and/or size of the Messenger Reception Station, provided, however, that
-------- -------
the level of service required by Subsection 17.01(c) shall not be reduced,
Tenant's Signage shall not be moved, changed or rearranged, Tenant's access to
the Building and the Messenger Reception Station shall not be unreasonably
modified, and there shall be no unreasonable obstruction to access to the
Sublease Premises or Messenger Reception Station or to passage from Tenant's
Visitor Reception Areas to the elevators which serve floors 3, 8, 9, 10 and 15
of the Sublease Premises, nor any unreasonable interference with Tenant's use or
enjoyment thereof.

SECTION 17.10 Emergency Access. If Tenant shall not be personally
----------------
present to open and permit an entry into the Sublease Premises at any time when
for any reason of fire or apparent emergency (i.e., a condition presenting or
- -
appearing to present imminent danger to the health and safety of persons or to
property), then Landlord or Landlord's agents may forcibly enter the same
without rendering Landlord or such agents liable therefor (if during such entry
Landlord or Landlord's agents shall accord reasonable care to Tenant's Property)
and without in any manner affecting the obligations and covenants of this
Sublease.

SECTION 17.11 Showing the Sublease Premises. Overlandlord and
-----------------------------
Persons authorized by Overlandlord shall have the right to enter and pass
through the Sublease Premises at any reasonable time upon reasonable notice to
Tenant to show the Sublease Premises to prospective purchasers, mortgagees and
lessees of any interest in the Premises or any part thereof. During the period
of eighteen (18) months prior to the end of the Term, Landlord and Persons
authorized by Landlord shall have the right at any reasonable time upon
reasonable notice to Tenant to exhibit the Sublease Premises to prospective
subtenants of Landlord. Each Person entering the Sublease Premises pursuant to
this Section 17.11 shall be accompanied by a representative of Tenant.

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SECTION 17.12 Exclusive Services. Tenant agrees that only a
------------------
contractor approved by Landlord may provide, at Tenant's expense, the Exclusive
Services listed on Exhibit G hereto. Landlord, at Tenant's request, will
---------
provide Tenant with a list of no fewer than four (4) contractors who may do such
work.

SECTION 17.13 Cafeteria Usage. (a) Landlord currently maintains,
---------------
through an independent contractor, a cafeteria on the third floor of the
Building (the "Cafeteria"). Subject to the other terms and conditions of this
---------
Sublease, the partners, principals, directors, officers, employees and guests of
Tenant and its permitted assignees and Subsubtenants either (i) having business
with Tenant at or (ii) whose then-current principal place of employment is
within the Sublease Premises (collectively, "Tenant's Users") shall be permitted
--------------
nonexclusive access to and use of the Cafeteria, in conjunction with Landlord
and Landlord's other subtenants and occupants of the Building and their guests
and invitees, on a nondiscriminatory-pricing basis with such other subtenants
and occupants, commencing on the date Tenant begins occupancy of at least one
(1) full floor of the Sublease Premises (the "Occupancy Date") and continuing
--------------
for the term of this Sublease.

(b) Tenant agrees that access to the Cafeteria shall be limited solely
to Tenant's Users and in no event shall any partners, principals, directors,
officers or employees of Tenant not included within the definition of Tenant's
Users, or any Contractor or subcontractor of Tenant (or any of their respective
directors, employees or officers), or any other Person not specifically included
in the definition of Tenant's Users be permitted access to or use of the
Cafeteria. Upon entering the Cafeteria, each of Tenant's Users, at Landlord's
request, shall display such identification as Landlord may reasonably require
that evidences his or her qualification as a Tenant's User.

(c) Landlord, at Tenant's expense, shall provide Tenant's employees
with identification cards which must be utilized to activate the security
turnstiles or presented at the security desk for access within the Building to
the Cafeteria or presented to gain entry into the Cafeteria. Tenant shall be
responsible for developing and enforcing a program (approved in advance by
Landlord) to collect such cards from departing employees of Tenant and the
Subsubtenants and other former Tenant's Users and to ensure that persons who
possess such badges are persons that at the time in question qualify as Tenant's
Users.

(d) Landlord shall have the right to terminate or discontinue
Tenant's usage of the Cafeteria, on thirty (30) days' notice to Tenant, upon the
occurrence of any of the following events:

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(i) If Landlord discontinues the normal and continuous operation or
use of the Cafeteria by all Landlord's other tenant's in the Building; or

(ii) If Landlord assigns its interest under this Sublease (in
conjunction with an assignment of all or substantially all of Landlord's
interest under the Overlease), or if Landlord subleases all or a
substantial portion of the Premises (which includes the Cafeteria), in each
case, to a Person not affiliated with Landlord, and such assignee or
sublessee elects not to continue to hold the Cafeteria open to Building
occupants not affiliated with such assignee or sublessee.

(e) In case Landlord temporarily discontinues Tenant's usage of the
Cafeteria for longer than five (5) consecutive Business Days for reasons which
are not beyond Landlord's control, or for longer than ten (10) consecutive
Business Days on account of Events Beyond Landlord's Control, the Base Rent
payable for the duration of such discontinuance shall be reduced by 1/365th of
the product of [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] DOLLAR
($[MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]) multiplied by the sum of (a)
the number of Rentable Square Feet above floor 2 of the Sublease Premises plus
(b) [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] of the number of Rentable
Square Feet below floor 2 of the Sublease Premises for each day that Tenant's
usage of the Cafeteria is discontinued.

(f) In case Landlord permanently discontinues Tenant's usage of the
Cafeteria pursuant to Subsection 17.13(d), the Base Rent payable for the
unexpired portion of the initial Term of this Sublease shall be reduced by the
product of [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] DOLLAR ($[MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC]) per annum multiplied by the sum of (a)
the number of Rentable Square Feet above floor 2 of the Sublease Premises plus
(b) [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] of the number of Rentable
Square Feet below floor 2 of the Sublease Premises from the date that Tenant's
usage of the Cafeteria is discontinued.

(g) Landlord shall have the right to promulgate and enforce (in
accordance with Sections 13.01 and 13.02) reasonable rules and regulations to
implement the terms of this Section 17.13 and to regulate generally the use of
the Cafeteria.

(h) Use of the Cafeteria before and/or after Landlord's regular hours
shall not be permitted except by separate agreement between Landlord and Tenant.

SECTION 17.14 Parking. (a) Landlord shall make available throughout
-------
the Term, for use by partners and principals of Tenant, six (6) designated
parking spaces in the van-dock area located on

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Level C of the Building subject to reasonable rules and regulations imposed by
Landlord consistent with those applicable to parking in first-class office
buildings in the Borough of Manhattan. Tenant shall have access to such parking
spaces without charge from 8:00 a.m. to 4:00 p.m. on Business Days and from 7:00
a.m. to 8:00 a.m. and after 4:00 p.m. to 10:00 p.m. on Business Days at
Landlord's additional cost (according to Exhibit H but subject to Subsection
---------
17.14(b)) for a dock master, as necessary, before and after regular hours.
Landlord also agrees to make reasonable efforts to provide access to such
parking spaces at other times and on other days, as requested by Tenant, at a
charge to Tenant equal to Landlord's additional cost (according to Exhibit H but
---------
subject to Subsection 17.14(b)) for a dock master, as necessary, at such other
times and on such other days.

(b) If because of Tenant's hours of usage of the van-dock area on
Level C of the Building for parking purposes a dock master is needed for more
hours of work per day than are then contracted for by Landlord, Landlord shall,
promptly after becoming aware of the need for such extra hours, notify Tenant
(which notice need not be in writing) of the anticipated number of hours that
will be required, and Tenant shall have an opportunity to reschedule Tenant's
usage of such van-dock area so as to eliminate or minimize the need for such
extra hours of work. Furthermore, if such overtime or extra hours of work by a
dock master shall simultaneously be required by Landlord or any other subtenant
of Landlord, then the cost of such extra hours of work shall be equitably
apportioned among Landlord, Tenant and such other subtenant. Failure by Tenant
to pay any charges by Landlord to Tenant pursuant to this Section 17.14 for the
services of a dock master shall not constitute an Event of Default but shall be
sufficient cause for Landlord to restrict Tenant's access to and use of the van-
dock area on Level C of the Building for parking purposes except during the
hours of 8:00 a.m. to 4:00 p.m. on Business Days.

SECTION 17.15. Roof Antennas. At Tenant's request and expense,
-------------
Landlord shall use Landlord's Reasonable Efforts to obtain permission from the
Ground Lessor and Overlandlord for Tenant to use a portion of the space on the
roof of the Building (each such space being herein called a "Roof Antenna Area")
-----------------
for the installation and operation, at Tenant's cost and expense, of a microwave
dish antenna. Upon obtaining such permission, Landlord shall add such Roof
Antenna Area to the Sublease Premises, together with necessary easements for
access and cable connections, for as long as Tenant shall make steady use of
such Roof Antenna Area for the installation and operation of a microwave dish
antenna. For the duration of such use Tenant shall pay Landlord additional Base
Rent for each Roof Antenna Area use by Tenant at the rate of $[MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] per year. Tenant shall also be responsible for
the costs of installing and maintaining all cabling needed to connect such
antenna to the Subleased Premises.

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SECTION 17.16 Dumbwaiter and Mail Conveyor. After Landlord shall
----------------------------
make at Tenant's expense such modifications to Landlord's dumbwaiter and mail-
conveyor apparatus as may be reasonably consistent with Landlord's use and
required to meet Tenant's need for a mail and file distribution system that is
secure, reliable and available on call, Tenant shall pay to Landlord, as
Additional Rent twenty (20) days after being billed therefor by Landlord, a
share of Landlord's reasonable costs of operating and maintaining Landlord's
dumbwaiter and mail-conveyor apparatus as a mail and file distribution system
for Tenant, Landlord and other subtenants of Landlord that arrange with Landlord
for such service (based on Tenant's percentage of the total usage of such
apparatus by Tenant and such other subtenants).

ARTICLE XVIII
BROKERS

SECTION 18.01 Designated Brokers. Landlord and Tenant each
------------------
represents and warrants to the other that it has not dealt with any broker,
finder or consultant in connection with this Sublease, other than Edward S.
Gordon Company Inc. ("ESG").
---

SECTION 18.02 Payment. Landlord and not Tenant shall compensate ESG
-------
pursuant to a separate written agreement with ESG; and Landlord shall cause ESG
to furnish a letter to Tenant (before Tenant is required to execute
Overlandlord's form of consent to this Sublease) stating that ESG shall refund
to Tenant any commission or fee that Tenant may be required by Overlandlord to
pay to ESG pursuant to paragraph 6 of the Consent to Sublease (in the form
attached to this Sublease as Exhibit B) to be entered into by Overlandlord,
---------
Landlord and Tenant if and when Overlandlord approves this Sublease. If Tenant
should hire a broker/consultant, Tenant shall provide for the compensation of
such broker/consultant pursuant to a separate written agreement between Tenant
and such broker/consultant.

SECTION 18.03 Indemnification. Landlord and Tenant shall each
---------------
indemnify and hold harmless the other party from and against any and all claims,
damages and costs (including reasonable attorneys' fees and disbursements)
incurred by such other party in connection with breach or alleged breach of the
indemnifying party's representation and warranty contained in Section 18.01.

SECTION 18.04 Survival. The provisions of this Section 18.01 shall
--------
survive the cancellation or expiration of this Sublease.


ARTICLE XIX
RIGHTS TO PERFORM COVENANTS

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SECTION 19.01 Performance of Tenant's Covenants. If Tenant shall
---------------------------------
default in its obligations under this Sublease, then Landlord, without waiving
or releasing Tenant from any obligation of Tenant herein contained, may (but
shall be under no obligation to) remedy such default for the account of Tenant
in any case where Tenant shall fail to remedy such default after the applicable
grace period for curing such default shall have expired, or immediately and
without notice in case of an emergency or an apparent emergency (as defined in
Section 17.10).

SECTION 19.02 Reimbursement by Tenant. All reasonable sums paid by
-----------------------
Landlord and all reasonable costs and expenses (including reasonable attorneys'
fees and disbursements) incurred by Landlord in connection with its actions
pursuant to Section 19.01, together with interest thereon at the Late Charge
Rate from the respective dates that Landlord makes each such payment until the
date of actual repayment to Landlord, shall be paid by Tenant to Landlord on
demand as Additional Rent. Any payment or performance by Landlord pursuant to
the foregoing provisions of this Article XIX shall not be nor be deemed to be a
waiver or release of breach or default of Tenant with respect thereto or of the
right of Landlord to terminate this Sublease, institute summary proceedings
and/or take such other action as may be permissible hereunder if an Event of
Default by Tenant shall have occurred. In the proof of any damages which
Landlord may claim against Tenant arising out of or by reason of Tenant's
failure to provide and keep insurance in force as aforesaid, Landlord shall not
be limited to the amount of the insurance premium not paid, but Landlord also
shall be entitled to recover, as damages for such breach, the uninsured amount
of any loss and damage and the costs and expenses of suit, including reasonable
attorneys' fees and disbursements, suffered or incurred, which loss and damage
and costs and expenses, was required to be insured against by Tenant hereunder.

SECTION 19.03 Performance of Landlord's Covenants. If Landlord shall
-----------------------------------
default in any non-de-minimis respect in the performance of its obligations
under Section 2.06, 5.02, 5.06, 11.04, 12.06, 16.02, 17.01, 17.02, 17.13, 17.14,
17.15, 17.16 or 23.03 of this Sublease, then Tenant, without waiving or
releasing Landlord from any obligation of Landlord herein contained, may (but
shall be under no obligation to) remedy such default for the account of Landlord
(a) immediately and without notice in case of an emergency or an apparent
emergency (as defined in Section 17.10), or (b) in any other case where Landlord
shall fail to remedy such default for a period of ten (10) Business Days after
written notice thereof by Tenant to Landlord specifying such failure (unless
such failure requires work to be performed, acts to be done, or conditions to be
removed which cannot, either by their nature or by reason of Events Beyond
Landlord's Control, reasonably be performed, done or removed, as the case may
be, within such 10-Business-Day period, in which case Tenant's rights under this
Section 19.03 shall not arise as long as Landlord shall have commenced curing
the same within such 10-

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Business-Day period and shall prosecute the same to completion with reasonable
diligence, subject to Events Beyond Landlord's Control).

SECTION 19.04 Reimbursement by Landlord. All reasonable sums paid by
-------------------------
Tenant and all reasonable costs and expenses (including reasonable attorneys'
fees and disbursements) reasonably incurred by Tenant in connection with its
actions pursuant to Section 19.03, together with interest thereon at the Late
Charge Rate from the respective dates that Tenant makes each such payment until
the date of actual repayment to Tenant, shall be paid by Landlord to Tenant on
demand. Tenant shall promptly notify Landlord of any such payments made or
costs and expenses incurred by Tenant. Any payment or performance by Tenant
pursuant to the foregoing provisions of this Section 19.04 or Section 19.03
shall not be nor be deemed to be a waiver or release of breach or default of
Landlord with respect thereto or of the right of Tenant to institute proceedings
and/or take such other action as may be permissible hereunder or (except as
otherwise proscribed hereunder) at law in the event of Landlord's default. In
the proof of any damages which Tenant may claim against Landlord arising out of
or by reason of Landlord's failure to provide and keep insurance in force as
aforesaid, Tenant shall not be limited to the amount of the insurance premium
not paid, but Tenant shall also be entitled to recover, as damages for such
breach, the uninsured amount of any loss and damage and the costs and expenses
of suit, including reasonable attorneys' fees and disbursements, suffered or
incurred, which loss and damage and costs and expenses, was required to be
insured against by Landlord hereunder.

SECTION 19.05 Acceptance of Lesser Amounts. No payment by Landlord
----------------------------
or Tenant or receipt or acceptance by Tenant or Landlord of a lesser amount than
the correct amount of any monetary obligation owed by one party to another
hereunder 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 Tenant or Landlord may accept
such check or payment without prejudice to its right to recover the balance or
pursue any other remedy provided for in this Sublease or at law.


ARTICLE XX
EVENTS OF DEFAULT; REMEDIES

SECTION 20.01 Events of Default. The occurrence of each of the
-----------------
following events shall be an "Event of Default" hereunder:
----------------

(a) If Tenant shall fail to pay any installment of any Base Rent or
any installment of Additional Rent for which a regularly scheduled due date is
specified therefor in this Sublease, or any part thereof, when the same shall be
due and payable, and such

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failure shall continue for a period of ten (10) Business Days after notice from
Landlord to Tenant to cure such default;

(b) If Tenant shall fail to make any payment of Additional Rent or
any part thereof (other than any installment of Additional Rent for which a
regularly scheduled due date is specified therefor in this Sublease), or any
part thereof, when the same is due and payable, and such failure shall continue
for a period of ten (10) Business Days after notice from Landlord to Tenant
specifying such failure;

(c) If Tenant shall fail to observe or perform one or more of the
other terms, conditions, covenants or agreements of this Sublease and such
failure shall continue for a period of twenty (20) Business Days after written
notice thereof by Landlord to Tenant and specifying such failure (unless such
failure requires work to be performed, acts to be done, or conditions to be
removed which cannot, either by their nature or by reason of Unavoidable Delays,
reasonably be performed, done or removed, as the case may be, within such 20-
Business-Day period, in which case no Event of Default shall be deemed to exist
as long as Tenant shall have commenced curing the same within such 20-Business-
Day period and shall prosecute the same to completion with reasonable diligence,
subject to Unavoidable Delays, provided, however, in no event shall the
-------- -------
extension granted pursuant to the terms of this parenthetical continue if the
continuation of Tenant's default would cause a default under the Overlease or
Ground Lease);

(d) To the extent permitted by law, if Tenant shall admit, in
writing, that it is unable to pay its debts as such debts become due;

(e) To the extent permitted by law, if Tenant shall make a general
assignment for the benefit of creditors;

(f) To the extent permitted by law, if Tenant shall file a voluntary
petition under Title 11 of the United States Code or if such petition is filed
against Tenant and an order for relief is granted, or if Tenant shall file any
petition or answer seeking, consenting to or acquiescing in any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under present or any future federal bankruptcy code or any other present
or future applicable federal, state or other statute or law, or shall seek or
consent to or acquiesce in or suffer the appointment of any trustee, receiver,
custodian, assignee, sequestrator, liquidator or other similar official of
Tenant or of any substantial part of its properties or of the Sublease Premises
or any interest therein of Tenant, or if Tenant shall take any corporate action
in furtherance of any action described in Subsection 20.01(e), this Subsection
20.01(f) or subsection 20.01(g);

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(g) To the extent permitted by law, a petition under Title 11 of the
United States Code is filed against Tenant and an order for relief is granted,
or, if, within sixty (60) days after the commencement of any proceeding against
Tenant seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or any future
federal bankruptcy code or any other present or future applicable federal, state
or other statute or law, such proceeding shall not have been dismissed, or if,
within one hundred twenty (120) days after the appointment of any trustee,
receiver, custodian, assignee, sequestrator, liquidator or other similar
official of Tenant, without the consent or acquiescence of Tenant, or of any
substantial part of its properties or of the Sublease Premises or any interest
therein of Tenant, such appointment shall not have been vacated or stayed on
appeal or otherwise, or if, within one hundred twenty (120) days after the
expiration of any such stay, such appointment shall not have been vacated;

(h) If Tenant shall vacate and remove Tenant's Property from the
Sublease Premises or any substantial portion thereof without notifying Landlord
of its reasons for doing so and its intention to resume its occupancy after the
occurrence of some specified contingency, and if such abandonment shall continue
for more than one (1) year after a written notice of default from Landlord based
on such abandonment;

(i) If this Sublease or the estate of Tenant hereunder shall be
assigned, subleased or transferred, without compliance with the provisions of
this Sublease applicable thereto;

(j) If a levy under execution or attachment shall be made against
Tenant's interest in the Sublease Premises or any part thereof and such
execution or attachment shall not be vacated or removed by court order, bonding
or otherwise within a period of thirty (30) days after Tenant receives written
notice of same from Landlord or any other Person; and/or

(k) If this Sublease or the Tenant's interest in the Sublease
Premises hereunder shall be mortgaged or encumbered, unless fully discharged (of
record, if recorded) within twenty (20) days after notice thereof from Landlord
to Tenant or, in the case of any mechanics' or similar lien, twenty (20) days
after Tenant acquires actual notice of the filing thereof, or such shorter
period after actual notice as may be required by a Superior Mortgagee (but not
less than ten (10) days after actual notice).

SECTION 20.02 Right to Enforce. If an Event of Default shall occur
----------------
and be continuing, then (a) any obligations which Landlord may then have under
this Sublease to advance or pay any moneys to Tenant shall be suspended, and (b)
Landlord may elect to proceed by appropriate judicial proceedings, either at law
or in

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equity, to enforce the performance or observance by Tenant of the applicable
provisions of this Sublease and/or to recover damages for breach hereof.

SECTION 20.03 Remedies. (a) If any Event of Default described in
--------
Subsection 20.01(d), (e), (f) or (g) shall occur, then to the extent permitted
by law, this Sublease and the Term and all rights of Tenant under this Sublease
shall expire and terminate on the date on which such Event of Default occurs, as
if such date were the date herein definitely fixed for the expiration of the
Term. If any Event of Default described in Subsection 20.01(a), (b), (c), (i),
(j) or (k) shall occur and Landlord, at any time thereafter during the
continuance of such Event of Default, at its option, gives written notice to
Tenant stating that this Sublease and the Term shall expire and terminate on the
date specified in such notice, which date shall be not less than ten (10)
Business Days after the giving of such notice, then this Sublease and the Term
and all rights of Tenant under this Sublease shall expire and terminate on the
date specified in such notice as if such date were the date herein definitely
fixed for the expiration of the Term. Upon any such termination pursuant to
this Subsection 20.03(a), Tenant immediately shall quit and surrender the
Sublease Premises, but Tenant shall remain liable for damages as hereinafter
provided. Anything contained herein to the contrary notwithstanding, if such
termination shall be stayed by order of any court having jurisdiction over any
proceeding described in Subsection 20.01(f) or (g), or by federal or state
statute, then, following the expiration of any such stay, or if the trustee
appointed in any such proceeding, Tenant or Tenant as debtor-in-possession shall
fail to assume Tenant's obligations under this Sublease within the period
prescribed therefor by law or within one hundred twenty (120) days after entry
of the order for relief or as may be allowed by the court, or if said trustee,
Tenant or Tenant as debtor-in-possession shall fail to provide adequate
protection of Landlord's right, title and interest in and to the Sublease
Premises or adequate assurance of the complete and continuous future performance
of Tenant's obligations under this Sublease as provided in Section 20.13,
Landlord, to the extent permitted by law or by leave of the court having
jurisdiction over such proceeding, shall have the right, at its election, to
terminate this Sublease on five (5) days' notice to Tenant, said trustee or
Tenant as debtor-in-possession and, upon the expiration of said five (5) day
period, this Sublease shall cease and expire as aforesaid and Tenant, said trust
and/or Tenant as debtor-in-possession shall immediately quit and surrender the
Sublease Premises as aforesaid.

(b) If an Event of Default described in Subsection 20.01(a) or (b)
shall occur, or if this Sublease shall be terminated as provided in Subsection
20.03(a), Landlord, without notice, may dispossess Tenant by summary proceedings
or by any suitable action or proceeding at law or in equity.

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SECTION 20.04 Removal of Tenant. If this Sublease shall be
-----------------
terminated as provided in Subsection 20.03(a) and/or Tenant shall be
dispossessed as provided in Subsection 20.03(b), then:

(a) Landlord or Landlord's agents or servants, may immediately or at
any time thereafter lawfully re-enter the Sublease Premises and remove therefrom
Tenant, its agents, employees, servants, licensees, and any Subtenant and other
Persons holding or claiming by, through or under Tenant, and all or any of its
or their property, without being liable to indictment, prosecution or damages
therefor, and repossess and enjoy the Sublease Premises, together with all
additions, alterations and improvements thereto.

(b) All of the right, title, estate and interest of Tenant in and to
(i) the Sublease Premises, all changes, additions and alterations therein, and
all renewals and replacements thereof and (ii) all rents, issues and profits of
the Sublease Premises, or any part thereof, whether then accrued or to accrue,
shall automatically pass to, vest in and belong to Landlord, without further
action on the part of either party, free of any claim thereto by Tenant, or any
party claiming by, through or under Tenant.

(c) Tenant shall pay to Landlord all Rent payable by Tenant under
this Sublease to the date upon which this Sublease and the Term shall have
expired and come to an end or to the date of re-entry upon the Sublease Premises
by Landlord, as the case may be.

(d) Landlord may repair and alter the Sublease Premises in such
manner as Landlord may reasonably deem necessary or advisable without relieving
Tenant of any liability under this Sublease or otherwise affecting any such
liability, and/or let or relet the Sublease Premises or any parts thereof for
the whole or any part of the remainder of the Term or for a longer period, in
Landlord's name or as agent of Tenant, and out of any rent or other sums
collected or received as a result of such reletting Landlord shall: (i) first,
pay to itself the reasonable cost and expense of terminating this Sublease, re-
entering, retaking, repossessing, completing construction of and repairing
and/or altering the Sublease Premises, or any part thereof, and the reasonable
cost and expense of removing all persons and property therefrom, including
reasonable brokerage commissions, legal expenses and attorneys' fees and
disbursements, (ii) second, pay to itself the reasonable cost and expense
sustained in securing any new subtenants and other occupants, including in such
costs reasonable brokerage commissions, legal expenses and attorneys' fees and
disbursements and other expenses of preparing the Sublease Premises for
reletting, and, if Landlord shall maintain and operate the Sublease Premises,
the cost and expense of such operation and maintenance, and (iii) third, pay to
itself any balance remaining on account of the liability of Tenant to Landlord.
Except to the extent otherwise required by law from time to time, Landlord shall
in no way be responsible or liable for any failure to relet the Sublease

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Premises or any part thereof, or for any failure to collect any rent due on any
such reletting, and no such failure to relet or to collect rent shall operate to
relieve Tenant of any liability under this Sublease or to otherwise affect any
such liability; and in no event shall Tenant be entitled to receive any excess
of such annual rents over the sums payable by Tenant to Landlord hereunder.

(e) Tenant shall be liable for and shall pay to Landlord, as damages,
any deficiency ("Deficiency") between the Rent reserved in this Sublease for the
----------
period which otherwise would have constituted the unexpired portion of the Term
and the net amount, if any, of rents collected under any reletting effected
pursuant to the provisions of Subsection 20.04(d) for any part of such period
(which net amount shall be determined after deducting from the rents collected
under any such reletting all of the payments to Landlord described in said
Subsection 20.04(d)); any such Deficiency shall be paid in installments by
Tenant on the days specified in this Sublease for payment of installments of
Rent, and Landlord shall be entitled to recover from Tenant each Deficiency
installment as the same shall arise, and no suit to collect the amount of the
Deficiency for any installment period shall prejudice Landlord's right to
collect the Deficiency for any subsequent installment period by a similar
proceeding.

(f) To the extent Landlord shall not have collected any Deficiency
installments as aforesaid, Landlord shall be entitled to recover from Tenant,
and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency
installments, as and for liquidated and agreed final damages (it being agreed
that it would be impracticable or extremely difficult to fix the actual damage),
a sum equal to the amount by which the Rent reserved in this Sublease for the
period which otherwise would have constituted the unexpired portion of the Term
exceeds the then fair and reasonable rental value of the Sublease Premises for
the same period, both discounted to present worth at the Prime Rate then in
effect, less the aggregate amount of Deficiencies theretofore collected by
Landlord pursuant to the provisions of Subsection 20.04(e) for the same period;
it being agreed that before presentation of proof of such liquidated damages to
any court, commission or tribunal, if the Sublease Premises, or any substantial
part thereof, shall have been relet by Landlord for the period which otherwise
would have constituted the unexpired portion of the Term, or any part thereof,
the amount of rent reserved upon such reletting shall be deemed, prima facie, to
be the fair and reasonable rental value for the part or the whole of the
Sublease Premises so relet during the term of the reletting.

SECTION 20.05 Tenant's Obligation Unaffected. No termination of this
------------------------------
Sublease pursuant to subsection 20.03(a) or (b), and no taking possession of
and/or reletting of the Sublease Premises, or any part thereof, pursuant to
Subsection 20.03(b) and Subsections 20.04(a) and/or (b), shall relieve Tenant of
its

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liabilities and obligations hereunder, all of which shall survive such
expiration, termination, repossession or reletting except as otherwise
specifically provided.

SECTION 20.06 Waiver of Jury Trial. To the extent not prohibited by
--------------------
law, Landlord and Tenant waive and shall waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matter whatsoever arising out of or in any way connected with this
Sublease, the relationship of Landlord and Tenant, Tenant's use or occupancy of
the Sublease Premises, or any claim of injury or damage.

SECTION 20.07 Suits by Landlord. One or more suits for the recovery
-----------------
of damages, or for a sum equal to any installment or installments of Rent
payable hereunder or any Deficiencies or other sums payable by Tenant to
Landlord pursuant to this Article XX, may be brought by Landlord from time to
time at Landlord's election, and nothing herein contained shall be deemed to
require Landlord to await the date whereon the Term would have expired had there
been no Event of Default by Tenant and termination.

SECTION 20.08 Recovery Not Limited. Nothing contained in this
--------------------
Article XX shall limit or prejudice the right of Landlord to prove and obtain as
liquidated damages in any bankruptcy, insolvency, receivership, reorganization
or dissolution proceeding an amount equal to the maximum allowed by a statute or
rule of law governing such proceeding and in effect at the time when such
damages are to be proved, whether or not such amount shall be greater than,
equal to or less than the amount of the damages referred to in any of the
preceding provisions of this Article XX.

SECTION 20.09 Receipt of Money Not a Waiver. No receipt of moneys by
-----------------------------
Landlord from Tenant after the termination of this Sublease pursuant to Section
20.03 or after the giving of any notice of the termination of this Sublease as
provided above shall reinstate, continue or extend the Term or affect any notice
theretofore given to Tenant, or operate as a waiver of the right of Landlord to
enforce the payment of Rent payable by Tenant hereunder or thereafter falling
due, or operate as a waiver of the right of Landlord to recover possession of
the Sublease Premises by proper remedy, except as herein otherwise expressly
provided, it being agreed that after the service of notice to terminate this
Sublease or the commencement of any suit or summary proceedings, or after a
final order or judgment for the possession of the Sublease Premises, Landlord
may demand, receive and collect any moneys due or thereafter falling due without
in any manner affecting such notice, proceeding, order, suit or judgment, all
such moneys collected being deemed payments on account of the use and occupation
of the Sublease Premises or, at the election of Landlord, on account of Tenant's
liability hereunder.

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SECTION 20.10 Waiver of Other Notices and Right of Redemption.
-----------------------------------------------
Except as otherwise expressly provided herein or as prohibited by applicable
law, Tenant hereby expressly waives the service of any notice of intention to
re-enter provided for in any statute, or in the institution of legal proceedings
to that end, and Tenant, for and on behalf of itself and all persons claiming
through or under Tenant, also waives any and all right of redemption provided by
any law or statute now in force or hereafter enacted or otherwise, or re-entry
or repossession or to restore the operation of this Sublease in case Tenant
shall be dispossessed by a judgment or by warrant of any court or judge or in
case of re-entry or repossession by Landlord or in case of any expiration or
termination of this Sublease. The terms "enter", "re-enter", "entry" or "re-
entry", as used in this Sublease are not restricted to their technical legal
meaning.

SECTION 20.11 Waivers Only in Writing. (a) No failure by Landlord
-----------------------
or Tenant to insist upon the strict performance by the other of any covenant,
agreement, term or condition of this Sublease or to exercise any right or remedy
consequent upon a breach thereof, and no payment or acceptance of full or
partial Rent during the continuance of any such breach, shall constitute a
waiver of any such breach or of such covenant, agreement, term or condition.

(b) No covenant, agreement, term or condition of this Sublease to be
performed or complied with by either party, and no breach thereof by either
party, shall be waived, altered or modified except by a written instrument
executed by the other party. No waiver of any breach shall affect or alter
this Sublease, but each and every covenant, agreement, term and condition of
this Sublease shall continue in full force and effect with respect to any other
then existing or subsequent breach thereof.

SECTION 20.12 Additional Remedies. Subject to Section 17.03 and
-------------------
Article XXV, (a) in the event of any breach or threatened breach by either party
of any of the covenants, agreements, terms or conditions contained in this
Sublease, the other party shall be entitled to enjoin such breach or threatened
breach and shall have the right to invoke any rights and remedies allowed at law
or in equity or by statute or otherwise as though reentry, summary proceedings,
and other remedies were not provided for in this Sublease; and (b) each right
and remedy of Landlord and Tenant provided for in this Sublease shall be
cumulative and shall be in addition to every other right and remedy provided for
in this Sublease or now or hereafter existing at law or in equity or by statute
or otherwise, and the exercise or beginning of the exercise by a party of any
one or more of the rights or remedies provided for in this Sublease or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by such party of any or all other
rights or remedies

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provided for in this Sublease or now or hereafter existing at law or in equity
or by statute or otherwise.

SECTION 20.13 Bankruptcy. (a) Subject to Section 17.03, if an order
----------
for relief is entered or if a stay of proceeding or other acts becomes effective
in favor of Landlord or Landlord's interest in this Sublease in any proceeding
which is commenced by or against Landlord under the federal bankruptcy code, as
the same may be amended, and any successor thereto, or any other present or
future applicable federal, state or other statute or law, Tenant shall be
entitled to invoke any and all rights and remedies available to it under such
bankruptcy code, statute, law or this Sublease.

(b) If an order for relief is entered or if a stay of proceeding or
other act becomes effective in favor of Tenant or Tenant's interest in this
Sublease, in any proceeding which is commenced by or against Tenant, under the
federal bankruptcy code, as the same may be amended, or any successor thereto,
or any other present or future applicable federal, state or other statute or
law, Landlord shall be entitled to invoke any and all rights and remedies
available to it under such bankruptcy code, statute, law or this Sublease,
including such rights and remedies as may be necessary to adequately protect
Landlord's right, title and interest in and to the Sublease Premises or any part
thereof and/or adequately ensure the complete and continuous future performance
of Tenant's obligations under this Sublease. Adequate protection of Landlord's
right, title and interest in and to the Sublease Premises, and adequate
assurance of the complete and continuous future performance of Tenant's
obligations under this Sublease, may include the following requirements:

(i) That Tenant shall comply with all of its obligations under
this Sublease;

(ii) That Tenant shall pay to Landlord, on the twenty-fifth
(25th) day of each month commencing with the entry of such order or the
effective date of such stay, a sum equal to the amount by which the
Sublease Premises diminished in value during such monthly period, but, in
no event, an amount which is less than the aggregate Rent payable for such
monthly period;

(iii) That Tenant shall continue to use the Sublease Premises in
the manner provided by this Sublease;

(iv) That Landlord shall be permitted to supervise the
performance of Tenant's obligations under this Sublease;

(v) That Tenant shall hire, at its sole cost and expense, such
security personnel as may be necessary to insure the adequate protection
and security of the Sublease Premises;

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(vi) That Tenant shall pay to Landlord within thirty (30) days
after entry of such order or the effective date of such stay, as partial
adequate protection against future diminution in value of the Sublease
Premises and adequate assurance of the complete and continuous future
performance of Tenant's obligations under this Sublease, a security deposit
in an amount reasonably acceptable to Landlord, but in no event less than
the annual Rent payable hereunder for the then current Sublease Year;

(vii) That Tenant has and will continue to have unencumbered
assets after the payment of all secured obligations and administrative
expenses to assure Landlord that sufficient funds will be available to
fulfill the obligations of Tenant under this Sublease;

(viii) That Landlord be granted a security interest acceptable
to Landlord in property of Tenant to secure the performance of Tenant's
obligations under this Sublease; and

(ix) That if Tenant's trustee, Tenant or Tenant as debtor-in-
possession assumes this Sublease and proposes to assign the same (pursuant
to Title 11 U.S.C. (S) 365, as the same may be amended) to any Person who
shall have made a bona fide offer to accept an assignment of this Sublease
on terms acceptable to the trustee, Tenant or Tenant as debtor-in-
possession, then notice of such assignment, setting forth (i) the name and
address of such Person, (ii) all of the terms and conditions of such offer,
and (iii) the adequate assurance to be provided Landlord to assure such
Person's future performance under the Sublease, including the assurances
referred to in Title 11 U.S.C. (S) 365(b)(3) (as the same may be amended),
shall be given to Landlord by the trustee, Tenant or Tenant as debtor-in-
possession no later than fifteen (15) days after receipt by the trustee,
Tenant or Tenant as debtor-in-possession of such offer, but in any event no
later than seven (7) days prior to the date that the trustee, Tenant or
Tenant as debtor-in-possession shall make application to a court of
competent jurisdiction for authority and approval to enter into such
assignment and assumption, and Landlord shall thereupon have the prior
right and option, to be exercised by notice to the trustee, Tenant or
Tenant as debtor-in-possession given at any time prior to the effective
date of such proposed assignment, to accept an assignment of this Sublease
upon the same terms and conditions and for the same consideration, if any,
as the bona fide offer made by such Person, less any brokerage commissions
which may be payable out of the consideration to be paid by such Person for
the assignment of this Sublease.

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ARTICLE XXI
ARBITRATION

SECTION 21.01 Selection and Conduct. (a) In such cases where this
---------------------
Sublease expressly provides for the settlement of a dispute or question by
arbitration, and only in such cases, the party desiring arbitration shall
appoint a disinterested person as arbitrator on its behalf and give notice
thereof to the other party who shall, within five (5) Business Days thereafter
in cases related to Section 10.08 and within twenty (20) days thereafter in all
other cases, appoint a second disinterested person as arbitrator on its behalf
and give written notice thereof to the first party. The two arbitrators thus
appointed shall together appoint a third disinterested person within five (5)
Business Days in cases related to Section 10.08 and within twenty (20) days in
all other cases after the appointment of the second arbitrator, and said three
arbitrators shall as promptly as possible determine the matter which is the
subject of the arbitration. The decision of the majority of them shall be
conclusive and binding on all parties, and judgment upon the award may be
entered in any court having jurisdiction.

(b) If any party who shall have a right pursuant to Subsection
21.01(a) to appoint an arbitrator shall fail or neglect to do so within the time
permitted, then the other party (or if the two arbitrators appointed by the
parties shall fail to appoint a third arbitrator when required hereunder, then
either party) may apply to the American Arbitration Association to appoint such
arbitrator.

(c) Arbitration shall be conducted in the City and County of New York
and, to the extent applicable and consistent with this Article XXI, shall be in
accordance with the Commercial Arbitration Rules then obtaining of the American
Arbitration Association or any successor body of similar function. The expenses
of arbitration and the fees and disbursements of the third arbitrator shall be
shared equally by Landlord and Tenant but each party shall be responsible for
the fees and disbursements of the arbitrator it appoints and its own attorneys
and the expenses of its own proof.

(d) Landlord and Tenant agree to, and hereby do, waive any and all
rights they or either of them may at any time have to revoke their agreement
hereunder to submit to arbitration and to abide by the decision rendered
thereunder.

(e) No arbitrators shall have any power to vary or modify any of the
provisions of this Sublease and their jurisdiction is hereby limited
accordingly.

(f) The two arbitrators to be selected by the parties shall be
licensed engineers, registered architects, real estate appraisers who are
members of the American Institute of Appraisers

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or another similar organization, certified public accountants or other
professionals having at least ten (10) years' experience in the subject matter
of the arbitration; and, to the extent applicable and consistent with this
Article XXI, such arbitration shall be conducted in accordance with the
Arbitration Rules then in use by the American Arbitration Association or any
successor body of similar function.


ARTICLE XXII
ABATEMENT OF RENT

SECTION 22.01. Grounds for Abatement. (a) In case (A) a material
---------------------
portion of the Sublease Premises (an "affected portion") is rendered
----------------
untenantable by reason of (i) a default by Landlord in the performance of its
obligations hereunder, (ii) any gross negligence or wilful misconduct by
Landlord or any of its employees, officers, contractors or agents or (iii) any
Event Beyond Landlord's Control, and (B) Tenant immediately notifies Landlord,
with express reference to the abatement provided for in this Section 22.01, of
(I) such untenantability of the affected portion, (II) the condition giving rise
to such untenantability and (III) the event, default, misconduct or gross
negligence that resulted in such condition (all in reasonable detail), and (D)
the affected portion of the Sublease Premises shall remain untenantable by
Tenant for (m) at least five (5) consecutive Business Days after Tenant's notice
to Landlord pursuant to the preceding clause (B) in cases described in clause
(i) or (ii) above or (n) at least ten (10) consecutive Business Days after
Tenant's notice to Landlord pursuant to the preceding clause (B) in a case
described in clause (iii) above, then but only then, in respect of any affected
portion of the Sublease Premises as to which all of the foregoing conditions of
this Section 22.01 shall have been satisfied (the "Untenantable Space"), all
------------------
Rents payable with respect to the affected portion of the Sublease Premises
shall be abated from the date the affected portion became untenantable until the
earlier to occur of the date (x) Tenant once again commences operation of its
business in the affected portion or (y) one (1) Business Day after the affected
portion once again becomes tenantable, in each case in the same proportion that
the Untenantable Space bears to the entire Sublease Premises.

(b) "Untenantable" shall mean either that some affected portion of
------------
the Sublease Premises is unusable for general office purposes (regardless of any
other use, including a more specialized use such as executive or sales offices,
that the affected portion of the Sublease Premises might then be usable for), or
that Tenant's telephone and communications system is inoperable because there is
no regular or emergency-generator electric power to Tenant's telephone and
communications equipment on floor 10 of the Sublease Premises or that there is
no reasonable and safe access to, or elevator service to, or electric power
(other than Landlord's emergency-generator electric power) service to, or HVAC
service to,

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the affected portion of the Sublease Premises; and (ii) "tenantable" shall mean
----------
that the affected portion is usable for general office purposes (in addition to
any other use, including a more specialized use such as executive or sales
offices, that the affected portion of the Sublease Premises might then be usable
for), that access to the affected portion is reasonable and safe, that electric
power to Tenant's telephone and communications equipment on floor 10 of the
Sublease Premises has been restored, and that elevator, electric power and HVAC
service to the affected portion of the Sublease Premises are adequate for the
use of any other affected portion for the purposes permitted by Section 6.01 of
this Sublease.

SECTION 22.02 Exceptions and Limitations. (a) Notwithstanding
--------------------------
Section 22.01, the occurrence of a condition that renders a material portion of
the Sublease Premises untenantable shall not be deemed a breach of any
obligation of Landlord hereunder to repair the Sublease Premises or the Building
(or any portion thereof) except if the same shall have arisen as a result of
Landlord's failure to perform another obligation of Landlord under this Sublease
promptly after receiving written notice of the need therefor from Tenant or any
other Person and if Landlord thereafter fails to make such repair with
reasonable diligence and dispatch.

(b) In no event shall Section 22.01 be applicable to a Casualty or
Condemnation, which shall be governed instead by Article XXIII.

(c) Tenant's rights to an abatement of Rents pursuant to Section
22.01 or to compensation for common-law or statutory damages pursuant to Section
17.03 shall in no way limit Tenant's remedies under Sections 19.03 and 19.04;
but Tenant's exercise of is remedies under Sections 19.03 and 19.04 may very
well serve to reduce the extent and duration of the abatement of Rents to which
Tenant might otherwise be entitled pursuant to Section 22.01 and/or the measure
of damages to which Tenant might otherwise be entitled pursuant to Section
17.03.

(d) Provided Tenant is able to realize the benefits of Section 22.01
in cases where Tenant would otherwise be entitled to compensation or damages
suffered by Tenant, Landlord shall have no liability to Tenant in case any
portion of the Sublease Premises is rendered untenantable by reason of (i) a
default by Landlord in the performance of its obligations hereunder, (ii) any
gross negligence or wilful misconduct by Landlord or any of its employees,
officers, contractors or agents or (iii) any Event Beyond Landlord's Control.
In case Tenant is damaged but is nevertheless unable in a diligent and timely
fashion to qualify for and fully realize the benefits of Section 22.01 in any
such event or if the benefits of Section 22.01 which Tenant is able to qualify
for but only partially realize are not sufficient to compensate Tenant for
damages actually suffered by Tenant despite Tenant's use of reasonable efforts
to mitigate its

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damages, Tenant's common-law or statutory rights, if any, to compensation for
damages by reason of any of the foregoing shall not be impaired or limited by
this Subsection 22.02(d) to the extent Tenant claims only actual and not
consequential, speculative or punitive damages from Landlord. In such cases,
Landlord agrees that Tenant's common-law or statutory claims to compensation for
actual damages may, at Tenant's election, be submitted to Arbitration in
accordance with Article XXI, or to any other recognized and impartial form of
accelerated dispute resolution designated by Tenant.


ARTICLE XXIII
CONDEMNATION; CASUALTY

SECTION 23.01 Assignment of Proceeds. Subject to the rights of
----------------------
Tenant set forth in Sections 23.06 and 23.07, Tenant hereby irrevocably assigns
to Landlord any award, compensation or insurance payment to which Tenant may
become entitled by reason of its interest in the Sublease Premises if the use,
access or occupancy of the Sublease Premises or any part thereof or any part of
the Premises serving the Sublease Premises is wholly, partially or temporarily
taken, requisitioned or purchased in, by or on account of any actual or
threatened eminent domain proceeding or other partial taking action by any
person having the power of eminent domain, or by or on account of an "eviction
by paramount title" (a "Condemnation").
------------

SECTION 23.02 Rent Abatement. (a) In the event of a Condemnation or
--------------
a fire or other casualty (a "Casualty") which destroys, damages or otherwise
--------
renders the Sublease Premises untenantable, then all Rents shall be abated on a
floor-by-floor basis, in the proportion that the Rentable Square Feet of the
space on each floor of the Sublease Premises that is rendered untenantable,
bears to the 323,869 Rentable Square Feet of the Sublease Premises, for the
period from the date of the Casualty or Condemnation to (i) the earlier of the
dates that Tenant reoccupies a substantial portion of the previously
untenantable space on each floor of the Sublease Premises for the conduct of
Tenant's business or twenty (20) days after the dates the damage to each floor
of the Sublease Premises shall be substantially repaired or restored, or (ii) if
only the Building but not the Sublease Premises is so damaged or destroyed (so
that the Sublease Premises shall remain tenantable as office space), one (1)
Business Day after reasonable and safe access thereto is restored for Tenant;
provided, however, that, should Tenant reoccupy a portion of the Sublease
- --------
Premises for the conduct of Tenant's business during the period that any repair
work is taking place and prior to the date that the Sublease Premises are
substantially repaired or made tenantable, the Rents payable pursuant to
Articles IV and V allocable to such reoccupied portion, based upon the
proportion which the area of the reoccupied portion of the Sublease Premises
bears to the total area of the Sublease Premises, shall be payable by Tenant
from the date of such reoccupancy.

- 121 -

(b) Notwithstanding Subsection 23.02(a), if primarily by reason of a
default by Tenant hereunder or some other wrongful act on the part of Tenant or
any of its Subsubtenants or its or their partners, principals, directors,
officers, employees or agents, either (i) Landlord or any Superior Party shall
be unable to collect all of the insurance proceeds (including rent insurance
proceeds) applicable to damage or destruction of the Sublease Premises or the
Building by Casualty, or (ii) the Sublease Premises or the Building shall be
damaged or destroyed or rendered completely or partially untenantable on account
of Casualty, then to such extent, and without prejudice to any other remedies
which may be available against Tenant, the abatement of Rents pursuant to
Subsection 23.02(a) shall be reduced.

SECTION 23.03 Termination or Restoration. (a) In the event that
--------------------------
either (i) the Casualty or Condemnation allows Landlord to terminate the
Overlease and Landlord so terminates the Overlease, (ii) the Building shall be
totally destroyed or taken in Condemnation, (iii) the Building shall be
substantially damaged or taken in Condemnation and Landlord shall decide to
demolish it or demolish it and rebuild it, or (iv) the Sublease Premises cannot
with the exercise of reasonable diligence be substantially restored or made
tenantable within one hundred and eighty (180) days after the date of the
Casualty or Condemnation, then in any such case Landlord may elect to terminate
this Sublease by giving Tenant notice to such effect within sixty (60) days
after the date of the Casualty or Condemnation; provided, however, that Landlord
--------
may not exercise its rights under this Subsection 23.03(a) if it does not elect
to terminate all other subleases affecting space in the Building damaged,
destroyed or made untenantable in a manner comparable to the Sublease Premises.

(b) Provided this Sublease shall not be terminated by Landlord or
Tenant pursuant to Subsection 23.03(a) or (c), Landlord shall diligently repair
the damage and restore the Sublease Premises, exclusive of any of Tenant's
Property, to its condition immediately prior to such Casualty within a
reasonable time after actual knowledge or written notice to Landlord from Tenant
or some other Person of the damage or destruction, subject to Events Beyond
Landlord's Reasonable Control.

(c) In the event of a Casualty or Condemnation affecting the Sublease
Premises that results in the Untenantability of more than THIRTY-FIVE THOUSAND
(35,000) Rentable Square Feet of the Sublease Premises, Tenant may, at its
option, (i) terminate this Sublease as to the entire Sublease Premises or (ii)
partially terminate this Sublease as to any floor of the Sublease Premises
which is rendered untenantable if (i) within sixty (60) days from the date that
the Condemnation shall be effective or that Landlord shall have received notice
from Tenant or some other Person of the Casualty, whichever is applicable (the
"Notice Date"), Landlord does
- ------------

- 122 -

not award a contract or contracts for the restoration work Landlord is required
to do under Subsection 23.03(b) so as to make the untenantable portions on such
floor of the Sublease Premises tenantable once again not later than one hundred
and eighty (180) days after the Notice Date, or (ii) work under such contract or
contracts does not commence within one hundred and five (105) days from the
Notice Date, or (iii) said work is not in fact completed within one hundred and
eighty (180) days from the Notice Date (provided that if completion is delayed
--------
for any reason by an Event Beyond Landlord's Control, such 180-day period may be
extended by the number of days completion is delayed by such event to a maximum
period of two hundred and forty (240) days from the Notice Date), or (iv) the
Casualty or Condemnation occurs within the last twelve (12) months of the Term,
unless the affected floor of the Sublease Premises can be made tenantable again
within sixty (60) days after the Notice Date and in fact is made tenantable
again within such 60-day period. Tenant's right to partially cancel this
Sublease pursuant to this Subsection 23.03(c) must be exercised by written
notice to Landlord within twenty (20) days after each such right shall accrue.

SECTION 23.04 Tenant's Responsibility for Its Actions. Nothing
---------------------------------------
contained in this Article XXIII shall relieve Tenant from any liability to
Landlord or others that may otherwise exist for any damage or destruction by
fire or other Casualty.

SECTION 23.05 No Liability for Interruption. (a) Except as provided
-----------------------------
in Subsection 23.03(c), Tenant shall not be entitled to terminate this Sublease,
or claim a total or partial condemnation with respect thereto; and except as
provided in Subsection 23.02(a) and provided Tenant is able to realize the
benefits of Subsection 23.02(a), no damages, compensation or claim shall be
payable by Landlord because of any inconvenience, loss of business or annoyance
arising from any repair or restoration of any portion of the Sublease Premises
or of the Building pursuant to this Article XXIII.

(b) In case Tenant is unable in a diligent and timely fashion to
qualify for or fully realize the benefits of Subsection 23.02(a) or if the
benefits of Section 23.02(a) which Tenant is able to qualify for but only
partially realize are not sufficient to compensate Tenant for damages actually
suffered by Tenant despite Tenant's use of reasonable efforts to mitigate its
damages in the event of a Casualty or Condemnation, Tenant's common-law or
statutory rights, if any, to compensation or damages by reason of any of the
foregoing shall not be impaired or limited by Subsection 23.05(a) to the extent
Tenant claims only actual and not consequential, speculative or punitive
compensation or damages from Landlord. In such cases, Landlord agrees that
Tenant's common-law or statutory claims to compensation for actual damages may,
at Tenant's election, be submitted to Arbitration in accordance with Article
XXI, or to any

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other recognized and impartial form of accelerated dispute resolution designated
by Tenant.

SECTION 23.06 Tenant to Insure its Property. Although Landlord is
-----------------------------
required by the Overlease to carry insurance on the Building (including the
Sublease Premises) as stated in Section 12.06, Landlord will not carry separate
insurance of any kind on Tenant's Property, and Landlord shall not be obligated
to repair any damage thereto or replace or clean the same. Tenant shall
maintain such fire and casualty insurance with respect to Tenant's Property, and
shall be responsible to repair and restore the same to the extent necessary to
resume its operations. All proceeds of Tenant's insurance covering Tenant's
Property, relocation expenses and rent obligations under this Sublease shall be
paid and payable exclusively to Tenant.

SECTION 23.07 Tenant's Condemnation Claims. Notwithstanding anything
----------------------------
to the contrary contained in this Article XXIII in connection with any
Condemnation, Tenant shall be entitled to make a separate claim, and to prove
and receive an award for (a) the value of Tenant's Property to the extent the
same is taken, and (b) business interruption, moving and other costs permitted
to space tenants by law, provided that (i) such award shall not in any way or to
--------
any extent diminish the amount of the award to which Landlord, Overlandlord or
Ground Lessor would otherwise be entitled, and (ii) Tenant shall not assert any
claim for the value of Tenant's leasehold estate or other rights hereunder.

SECTION 23.08 Express Agreement to Contrary. The provisions of this
-----------------------------
Article XXIII shall be deemed an express agreement governing any case of damage
or destruction of the Sublease Premises by Casualty or Condemnation, and Section
227 of the Real Property Law of the State of New York, providing for such a
contingency in the absence of any express agreement, and any other law of like
import, now or hereafter in force, shall have no application in such case.

ARTICLE XXIV
REPRESENTATIONS BY LANDLORD

SECTION 24.01 Due Authorization. Landlord represents to Tenant that
-----------------
this Sublease has been duly authorized, executed and delivered by Landlord to
Tenant, and is a legal, valid and binding obligation of Landlord enforceable
against Landlord in accordance with its terms except as such enforcement may be
affected by bankruptcy, insolvency and similar laws and/or by principles of law
or equity applicable to the enforcement of leases and landlord-tenant
relationships generally.

SECTION 24.02 Absence of Reliance by Tenant. (a) Except as
-----------------------------
expressly set forth in this Sublease, no representations, statements, or
warranties, express or implied, have been made by or on

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behalf of Landlord in respect of the Sublease Premises (except as expressly set
forth herein) or the physical condition thereof of the Building or any of the
mechanical, structural, electrical or other systems therein, the space or square
footage therein, the laws, regulations, rules and orders applicable thereto or
any other matter applicable to this Sublease.

(b) Except as expressly set forth in this Sublease, Tenant has not
relied on any representations or statements made by Landlord; and neither
Landlord, Overlandlord nor Ground Lessor shall in any event whatsoever be liable
by reason of any claim of representation or misrepresentation or breach of
warranty with respect thereto (except with respect to some representation or
statement expressly set forth herein).

ARTICLE XXV
LIMITATIONS OF LIABILITY

SECTION 25.01 No Liability of Landlord and Others. (a) Neither
-----------------------------------
Landlord, Overlandlord, Ground Lessor, nor any Superior Party nor any of their
agents, attorneys, employees, directors, successors or assigns shall in any
event whatsoever (unless caused by such Person's own negligence or misconduct)
be liable for any injury, damage or loss to Tenant, or any Person claiming by,
through or under Tenant, or any other Person claiming happening on, in or about
the Sublease Premises nor for any injury or damage to the Sublease Premises or
to any property belonging to Tenant, or any Person claiming by, through or under
Tenant, or any other Person, which may be caused by or result from (i) any fire
or other Casualty (except as provided in Article XXII or XXIII), (ii) any action
of wind, water, lightning or any other of the elements, (iii) any use, misuse or
abuse of the Building (including, but not limited to, any of the common areas
within the Building, equipment, elevators, hatches, openings, installations,
stairways, hallways, or other common facilities) by, or any other acts or
negligence of, Tenant or any Subtenant, licensee, invitee or contractor of
Tenant, any Subtenant or any other Person happening on, in or about the Sublease
Premises, (iv) the condition of the Sublease Premises during the Term or any
defect in the Land, the Building, any equipment, machinery, wiring, apparatus or
appliances whatsoever now or hereafter situate in, at, upon or about the
Sublease Premises, or any leakage, bursting or breaking up of the same (except
as provided in Section 16.02 or Article XXII), or (v) any failure or defect of
water, heat, gas, chilled water, steam or electric power supply, or of any
apparatus, machinery or appliance in connection therewith (except as provided in
Section 16.02 or Article XXII).

SECTION 25.02 Liability for Consents. (a) Any dispute with respect
----------------------
to the granting of any consent or approval requested by Tenant of Landlord
hereunder (where such consent or approval is expressly subject to a
reasonableness requirement) shall be resolved

- 125 -

by arbitration pursuant to Article XXI or by any other recognized and impartial
form of accelerated dispute resolution designated by Tenant. Tenant's primary
(but not its only) remedy in the event it is ultimately determined that Landlord
unreasonably denied or delay such consent or approval shall be to obtain a court
order requiring Landlord to give such consent or approval.

(b) In case Tenant is unable in a diligent and timely fashion to
realize the benefits of Subsection 25.02(a) in the event an approval or consent
is denied or delayed by Landlord, Tenant's common-law or statutory rights, if
any, to compensation or damages by reason of any of the foregoing shall not be
impaired or limited by Subsection 25.05(a) to the extent Tenant claims only
actual and not consequential, speculative or punitive compensation or damages
from Landlord.

SECTION 25.03 No Personal Liability of Landlord. Notwithstanding
---------------------------------
anything to the contrary contained herein, none of the agreements, covenants,
obligations or undertakings of the Landlord set forth in this Sublease shall be
binding personally, upon Landlord or any officer, director, trustee,
beneficiary, partner, principal, agent, attorney or shareholder of Landlord or
any of Landlord's successors and assigns, but shall be deemed as covenants
running with ownership of the Land and Building. In the event Tenant pursues
any remedies available to it under this Sublease, Tenant shall not have any
recourse against any officer, director, trustee, beneficiary, partner,
principal, agent, attorney or shareholder of Landlord or any of Landlord's
successors and assigns for any loss or claim for monetary damages resulting
therefrom; instead Tenant's sole recourse shall be to enforce any claims it may
have against the interest of the Landlord in the Premises and the rents, issues
and profits therefrom.

SECTION 25.04 No Continuing Liability of Landlord. The Landlord
-----------------------------------
named herein or any successor-in-interest shall be deemed to be the Landlord
hereunder only until such time as it no longer holds the interest as Landlord;
so that if the Landlord named herein or such successor-in-interest ceases to
have any interest in the Premises as a result of the termination of the
Overlease or a sale or transfer of its interest as the tenant under the
Overlease, then the Landlord named herein or such successor-in-interest, as the
case may be, shall be and hereby is entirely freed and relieved of all
agreements, covenants and obligations of Landlord hereunder to be performed on
or after the date of such termination, sale or transfer.

SECTION 25.05 No Liability of Tenant's Partners. None of the
----------------------------------
agreements, covenants, obligations or undertakings of Tenant set forth in this
Sublease shall be binding personally upon any agent, director, employee,
partner, principal or shareholder

- 126 -

of Tenant, or on any professional corporation or limited liability company or
partnership that is a partner, principal or shareholder of Tenant, or on any
spouse or estate of any agent, director, employee, partner, principal or
shareholder of Tenant, even if a partner or principal of Tenant shall have a
negative capital account or be liable for any rights of contribution to Tenant;
and in the event Landlord pursues any remedies available to it under this
Sublease for the entry of a monetary judgment or for the enforcement of any
duties or obligation against Tenant, Landlord shall not seek any recourse
against any agent, director, employee, partner, principal or shareholder of
Tenant, or any professional corporation or limited liability company or
partnership that is a partner, principal or shareholder of Tenant, or any spouse
or estate of any agent, director, employee, partner, principal or shareholder of
Tenant, for any loss, claim or monetary damages resulting therefrom.


ARTICLE XXVI
INDEMNIFICATION BY LANDLORD AND TENANT

SECTION 26.01 Indemnification by Tenant. Tenant shall not do or
-------------------------
permit any act or thing to be done upon the Sublease Premises which will subject
Landlord, Overlandlord, Ground Lessor or any Superior Mortgagee to any liability
or responsibility for injury or damage to persons or property, or to any
liability by reason of any violation of law or of a Legal Requirement applicable
to the Sublease Premises with which Tenant is obligated by this Sublease to
comply; and Tenant shall exercise such control over the Sublease Premises so as
to fully protect Landlord, Overlandlord, Ground Lessor and any Superior
Mortgagee against any such liability. Tenant shall indemnify and save Landlord,
Overlandlord, Ground Lessor and all Superior Mortgagees harmless from and
against any and all liabilities, suits, obligations, fines, damages, penalties,
claims, costs, charges and expenses, including reasonable engineers',
architects' and attorneys' fees and disbursements, which may be imposed upon or
incurred by or asserted against Landlord, Overlandlord, Ground Lessor or any
Superior Mortgagee by reason of any of the following occurring during the Term
(unless caused by the negligence or misconduct of any Person otherwise
indemnified under this Section 26.01):

(a) Any work or thing done in, on or about the Sublease Premises or
any part thereof by Tenant or any Subtenant, or any of their respective
officers, agents, employees, contractors, invitees or licensees;

(b) The manner of use (as distinguished from the mere use of the
Sublease Premises as permitted by Subsection 6.01(a)), or any alteration,
repair, condition, operation, maintenance or management, of the Sublease
Premises or any part thereof by Tenant or any Subtenant, or any their
respective officers, agents, employees, contractors, invitees or licensees;

- 127 -

(c) Any wrongful act or failure to act or any negligence on the part
of Tenant or any Subtenant or any of its or their respective officers,
agents, employees, contractors, invitees or licensees;

(d) Any accident, injury (including death at any time resulting
therefrom) or damage to any Person or property occurring in, on or about
the Sublease Premises or any part thereof;

(e) Any lien or claim which may be alleged to have arisen against or
on the Sublease Premises from and after the applicable Possession Date
arising from any act or omission of Tenant or its Subsubtenants or their
respective officers, employees, agents, suppliers, materialmen, mechanics,
contractors, subcontractors or sub-subcontractors; and/or

(f) Any failure on the part of Tenant to keep, observe or perform any
of the terms, covenants, agreements, provisions, conditions or limitations
contained in any construction agreements, Subsubleases or other contracts
and agreements affecting the Sublease Premises, on Tenant's part to be
kept, observed or performed.

SECTION 26.02 Indemnification by Landlord. Landlord shall indemnify
---------------------------
and save Tenant harmless from and against any and all liabilities, suits,
obligations, fines, damages, penalties, claims, costs, charges and expenses,
including reasonable engineers', architects' and attorneys' fees and
disbursements, which may be imposed upon or incurred by or asserted against
Tenant by reason of any of the following occurring during the Term (unless
caused by the negligence or misconduct of Tenant):

(a) Any work or other thing done in violation of the terms of this
Sublease in, on or about the Sublease Premises or any part thereof by
Landlord or any of its officers, agents, employees, contractors, invitees
or licensees;

(b) Any wrongful act or failure to act or any negligence on the part
of Landlord or any of its officers, agents, employees, contractors,
invitees or licensees;

(c) Any accident, injury (including death at any time resulting
therefrom) or damage to any Person or property occurring in, on or about
the Premises or any part thereof (other than the Sublease Premises); and/or

(d) Any failure on the part of Landlord to perform or comply with any
of the covenants, agreements, terms or conditions contained in this
Sublease on Landlord's part to be performed or complied with after any
applicable notice and

- 128 -

grace period shall have been given and expired; provided that Landlord's
--------
indemnity under this Subsection 26.02(d) shall not extend to the
consequences of its failure to perform any obligation under this Sublease
except to the extent that Landlord fails to commence such performance
promptly after receipt of written notice to do so from Tenant or fails to
complete such repair with reasonable diligence, subject to Events Beyond
Landlord's Control.

SECTION 26.03 Notice and Defense of Claims. (a) Promptly following
----------------------------
receipt by any Person entitled to be indemnified pursuant to this Sublease of
any claim, determination, suit, action or proceeding which is subject to the
provisions of Section 26.01 or 26.02 or other section of this Sublease, such
Person shall give written notice thereof to the party hereto from whom
indemnification is being sought, accompanied by copies of any written
documentation with respect thereto received by the notifying Person and stating
the basis upon which indemnification is being sought pursuant to this Sublease.

(b) The party required to provide indemnification under Section 26.01
or 26.02 or other section of this Sublease shall have the right, at its option,
to compromise or defend, at its own expense and with its own counsel, any such
claim, determination, suit, action or proceeding. The Person claiming
indemnification shall have the right, at its option, to participate in the
settlement or defense of any such claim, determination, suit, action or
proceeding with its own counsel and at its own expense, but the indemnifying
party shall be entitled to control such settlement or defense. The indemnified
Persons and indemnifying party shall studiously cooperate in any such defense or
settlement and shall give each other reasonable access to all information
relevant thereto. Such Persons and party will similarly cooperate in the
prosecution of any claim or lawsuit against any third Person.

(c) In the event that an indemnifying party fails to notify an
indemnified Person of its intent to honor its obligations under Subsection
26.03(b) within fifteen (15) days after receipt of a written notice of any
claim, determination, suit, action or proceeding, the indemnified Person,
without waiving any rights to indemnification hereunder, may defend such claim,
determination, suit, action or proceeding with its own counsel at the expense of
the party obligated to provide such defense, and shall have the right to enter
into any good faith settlement thereof without prior written consent from the
indemnifying party.

SECTION 26.04 No Effect of Insurance. The obligations of Tenant and
----------------------
Landlord under this Article XXVI shall not be affected by the absence in any
case of covering insurance or by the failure or refusal of any insurance carrier
to perform any obligation on its part under insurance policies affecting the
Sublease Premises.

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SECTION 26.05 Subrogation upon Request. If any claim, action or
------------------------
proceeding is made or brought against Landlord, Overland-lord, Ground Lessor, or
any Superior Mortgagee against which Landlord, Overlandlord, Ground Lessor or
such Superior Mortgagee is indemnified pursuant to Section 26.01, or any other
provision of this Sublease, then, upon demand by Landlord, Overlandlord, Ground
Lessor or such Superior Mortgagee, Tenant, at its sole cost and expense, shall
resist or defend such claim, action or proceeding in Landlord's, Overlandlord's
or Ground Lessor's or such Superior Mortgagee's name, if necessary, by the
attorneys for Tenant's insurance carrier (if such claim, action or proceeding is
covered by insurance) or otherwise by such attorneys as Tenant shall select,
subject to the approval of Landlord (not to be unreasonably withheld or
delayed), and the approval of Overlandlord and Ground Lessor, respectively. The
foregoing notwithstanding, (a) Landlord and Overlandlord, at their own expense,
may each engage its own attorneys to defend it or to assist in its defense, and
(b) Ground Lessor and such Superior Mortgagee(s) may each engage its own
attorneys to defend it or to assist in its defense; but Tenant shall only be
required to pay reasonable fees and disbursements for Overlandlord the attorneys
of Ground Lessor and, to the extent required by Superior Mortgage(s), such
Superior Mortgagee(s).

SECTION 26.06 Survival of this Article. The provisions of this
------------------------
Article XXVI shall survive the Expiration Date or earlier termination of this
Sublease with respect to any liability, suit, obligation, fine, damage, penalty,
claim, cost, charge or expense arising out of or in connection with any action
or failure to take action or any other matter occurring during the Term of this
Sublease.

ARTICLE XXVII
INTEGRATION; CONFLICT WITH EXHIBITS

SECTION 27.01 Integration. All understandings and agreements
-----------
heretofore had between the parties hereto with respect to the matters expressly
covered by this Sublease are merged in this Sublease (including the Exhibits
annexed hereto).

SECTION 27.02 Conflict with Exhibits. If there shall be any conflict
----------------------
between an Article of this Sublease (or any provision in an Article) and an
Exhibit annexed to this Sublease (or any provision in an Exhibit), the Article
(or the provision therein) shall prevail.


ARTICLE XXVIII
NOTICES

SECTION 28.01 Notices. (a) Any notice, statement, demand, consent,
-------
approval or other communication required or permitted to be given, rendered or
made by either party to the other,

- 130 -

pursuant to this Sublease or pursuant to any applicable Legal Requirement
(collectively, "communications") shall be in writing (whether or not so stated
--------------
elsewhere in this Sublease) and shall be deemed to have been properly given,
rendered or made if hand delivered, or sent by an overnight courier service or
by first-class, express, registered or certified mail, postage-prepaid and
return receipt requested, posted in a United States post office station or
letter box in the continental United States, addressed as follows:

(i) If to Landlord:

c/o Merrill Lynch & Co., Inc.
Two World Financial Center, 5th Floor
New York, New York 10080-6105
Attn: Mr. Mark E. Brooks
and
Mr. Michael Loring

and

c/o Merrill Lynch & Co., Inc.
Merrill Lynch World Headquarters
World Financial Center
250 Vesey Street
New York, New York 10281-1219
Attn: Corporate Law Department

and

Sullivan & Cromwell
250 Park Avenue
New York, New York 10177
Attn: James I. Black III, Esq.


(ii) If to Tenant:

Deloitte & Touche
Two World Financial Center
15th Floor
New York, New York 10080
Attn: Office Managing Partner

- 131 -

Deloitte & Touche
1633 Broadway/8/
New York, New York 10019
Attn: Office Managing Partner

Deloitte & Touche
10 Westport Road
Wilton, Connecticut 06897
Attn: Director of National
Facilities

and

Hutton Ingram Yuzek Gainen
Carroll & Bertolotti
530 Fifth Avenue
New York, New York 10036
Attn: Ernest J. Bertolotti, Esq.

(b) All communications shall be deemed to have been duly given,
rendered or made on the day the same is telefaxed or hand-delivered, or on the
date a receipt or proof of delivery thereof is signed, if applicable, or if not,
then on the second (2nd) Business Day after pickup by an overnight courier
service or on the fifth (5th) Business Day after the day so mailed. Either
party may, by notice as aforesaid, designate a different address or addresses
for communications intended for it. Notwithstanding the foregoing, with respect
to an occurrence presenting imminent danger to the health or safety of persons
or damage to property in, on or about the Building or during a postal strike,
communications shall only be telefaxed or hand-delivered to a party at the
addresses to which communications to that party are to be sent.

ARTICLE XXIX
MISCELLANEOUS

SECTION 29.01 Captions. The captions and table of contents of this
--------
Sublease are for convenience of reference only and in no way define, limit or
describe the scope or intent of this Sublease.

SECTION 29.02 Governing Law. This Sublease shall be governed by and
-------------
construed in accordance with the laws of the State of New York.


- ----------------------
/8/ Notices to this address will no longer be required after Tenant takes
occupancy of the Sublease Premises for the uses permitted by Section 7.01.

- 132 -

SECTION 29.03 Successors and Assigns. Except as otherwise expressly
----------------------
provided in this Sublease, the provisions of this Sublease shall bind and
benefit the successors and assigns of the parties hereto with the same effect as
if mentioned in each instance where a party is named or referred to; provided,
--------
however, that (i) no violation of the provisions of Article X shall operate to
- -------
vest any rights in any successor or assignee of Tenant, and (ii) the provisions
of this Section 29.03 shall not be construed to be a consent by Landlord to an
assignment of this Sublease by Tenant.

SECTION 29.04 No Third-Party Rights. The provisions of this
---------------------
Sublease are intended to be for the sole benefit of the parties hereto and their
respective successors and permitted assigns, and none of the provisions of this
Sublease are intended to be, nor shall they be construed to be, for the benefit
of any third party.

SECTION 29.05 Memorandum of Sublease. Tenant, upon the written
----------------------
request of Landlord, shall execute, acknowledge and deliver to Landlord a
memorandum of this Sublease, and any amendments thereof, and Landlord may, at
its sole cost and expense, record such memorandum. If such memorandum is
recorded and this Sublease thereafter terminates, at the request of any party,
the parties hereto shall execute, acknowledge and deliver to each other, and
thereupon record, a memorandum of such termination. Tenant may not record this
Sublease or any memorandum or amendment thereof.

SECTION 29.06 Granting Consent and Exercising Judgment. (a) In any
----------------------------------------
instance in this Sublease where a consent or approval is required from either
Landlord or Tenant, it shall not be unreasonably denied or delayed.

(b) In any instance in this Sublease where judgment or discretion is
required to be exercised either by Landlord or Tenant, it shall not be exercised
unreasonably.

SECTION 29.07 Estoppel Certificates. (a) Tenant agrees at any time
---------------------
and from time to time upon not less than twenty (20) days' prior notice by
Landlord to execute, acknowledge and deliver to Landlord or any other party
specified by Landlord a statement in writing certifying that this Sublease is
unmodified and in full force and effect (or if there have been modifications,
that the same, as modified, is in full force and effect and stating the
modifications) and the date to which each obligation constituting the Rent has
been paid, stating whether or not to the best knowledge of Tenant (i) there is a
continuing default by Landlord in the performance or observance of any covenant,
agreement or condition contained in this Sublease to be performed or observed by
Landlord, or (ii) there shall have occurred any event which, with the giving of
notice or passage of time or both, would become such a default, and, if so,
specifying each such default or occurrence of which Tenant may have knowledge.
Such statement shall be binding upon Tenant and may be relied upon

- 133 -

by (x) any then-existing or prospective (1) mortgagee, assignee or purchaser of
all or a portion of Landlord's interest in this Sublease, (2) purchaser of a
partnership interest in Landlord (if Landlord is a partnership), (3) purchaser
of all or a portion of the stock of Landlord (if Landlord is a corporation) and
(4) purchaser of all or a portion of the stock of a corporation or the
partnership interest in a partnership which is a partner of Landlord (if
Landlord is a partnership), and (y) the then-Overlandlord or fee owner of
Battery Park City or any portion thereof, and any prospective successor to such
fee owner.

(b) Landlord agrees at any time and from time to time upon not less
than ten (10) days' prior notice by Tenant to execute, acknowledge and deliver
to Tenant or any other party specified by Tenant a statement in writing
certifying that this Sublease is unmodified and in full force and effect (or if
there have been modifications, that the same, as modified, is in full force and
effect and stating the modifications) and the date to which each obligation
constituting the Rent has been paid, and stating whether or not to the best
knowledge of Landlord (i) there are any continuing Events of Default or (ii)
there shall have occurred any event which, with the giving of notice or the
passage of time or both, would become an Event of Default, and, if so,
specifying each such Event of Default or event of which Landlord may have
knowledge. Such statement shall be binding upon Landlord and may be relied upon
by any then-existing or prospective permitted Subtenant, any assignee of
Tenant's interest in this Sublease or any existing or prospective purchaser of a
partnership interest in Tenant.

SECTION 29.08 Confidentiality. Landlord and Tenant each agrees to
---------------
use its reasonable good faith efforts to maintain the confidentiality of the
terms and conditions contained in this Sublease and to disclose information only
when, and to the extent, required by any applicable Legal Requirement or
reasonably necessary to carry out the agreements contained herein or to
facilitate assignment, subletting or financing of Tenant's Property by Tenant in
accordance with this Sublease.

Section 29.09 Labor Harmony. Tenant agrees that (a) it will not, by
-------------
any negligent or willful act on its part or by its negligent or willful failure
to act, cause or contribute to any labor dispute and that no person, material or
service equipment used by Tenant, its employees or agents at the Sublease
Premises will be such as, in Landlord's judgment, will disturb harmony with any
trade engaged in performing any work, labor or services in or about the Premises
or cause or contribute to any labor dispute, and (b) that any Person employed by
Tenant shall promptly inform Landlord of any labor or other dispute, of which
Tenant has knowledge, which could interfere with the performance of or any
labor, work or service in or about the Premises and shall cooperate with
Landlord in disposing of any such dispute.

- 134 -

IN WITNESS WHEREOF, both Landlord and Tenant have duly authorized,
executed and delivered this Sublease as of the date first hereinabove set forth.

Landlord:

MERRILL LYNCH/WFC/L, INC.



By________________________
Name:
Title:



Tenant:

DELOITTE & TOUCHE



By________________________
Name: Elmer F. Fisher
Title: National Managing
Director


- 135 -

EXHIBIT A-1
-----------
(Floor Plans of Sublease Premises)
--------------------------------


[Material omitted and filed separately with SEC]

A-1-1 to A-1-8

EXHIBIT A-2
-----------
(List of Plans for Tenant's Signage)
----------------------------------

EXHIBIT A-3
-----------
(Floor Plan of First Expansion Option Space)
------------------------------------------

[Material omitted and filed separately with SEC]

A-2-1


EXHIBIT B
---------
(Form of Overlandlord's Consent to Sublease)
------------------------------------------

CONSENT TO SUBLEASE
-------------------

OLYMPIA & YORK TOWER B COMPANY, having an office c/o Olympia & York
Companies (U.S.A.) at 237 Park Avenue, New York, New York 10017 (hereinafter
called "Landlord"), hereby consents to the subletting by MERRILL LYNCH/WFC/L,
--------
INC., a New York corporation having an office c/o Merrill Lynch & Co., Inc. at
North Tower, World Financial Center, New York, New York (hereinafter called

"Tenant"), to DELOITTE & TOUCHE, a New York partnership having an office at Two
- -------
World Financial Center, New York, New York (herein called "Subtenant"), of all
---------
or a portion of floors C1, C2, 2, 3, 8, 9, 10 and 15 consisting of [MATERIAL
OMITTED AND FILED SEPARATELY WITH SEC] Rentable Square Feet substantially as
shown on the floor plans attached as Exhibit A-1 to the Sublease (hereinafter
-----------
referred to as the "Sublet Space") in the building known as Tower B, World
------------
Financial Center, New York, New York (hereinafter called the "Building") for a
--------
term commencing and ending as specified in the Sublease (hereinafter defined),
which Sublet Space is a part of the premises (hereinafter called the "Premises")
--------
leased and demised by Landlord to Tenant by that certain Agreement of Lease
dated as of September 29th, 1988 (which lease, as the same may have been and may
hereafter be amended, is hereinafter called the "Lease"), such consent being
-----
subject to and upon the following terms and conditions, to each of which Tenant
and Subtenant expressly agree:

1. Nothing herein contained shall be construed to modify, waive,
impair or affect any of the covenants, agreements, terms, provisions or
conditions in the Lease (except as herein expressly provided), or to waive any
breach thereof, or any rights of Landlord against any person, firm, partnership,
association or corporation liable or responsible for the performance thereof, or
to enlarge or increase Landlord's obligations under the Lease; and all
covenants, agreements, terms, provisions and conditions of the Lease are hereby
mutually declared to be in full force and effect.

2. Tenant shall be and remain liable and responsible for the due
keeping, performance and observance of all the covenants, agreements, terms,
provisions and conditions set forth in the Lease on the part of Tenant to be
kept, performed and observed and for the payment of all Rentals and all other
sums now and/or hereafter becoming payable thereunder.

3. The Sublease dated as of December __, 1993 (the "Sublease")
--------
between Tenant and Subtenant (as it relates to the Sublet Space) and all rights
of Subtenant thereunder shall be subject and subordinate at all times to the
Lease and to all ground leases, overriding leases and underlying leases of the
Building and/or the Sublet Space now or hereafter existing, to all mortgages
which may

B-1

now or hereafter affect the land, Building, and/or any such leases (collectively
the "Superior Instruments"), and to all of the covenants, agreements, terms,
--------------------
provisions and conditions of the Lease, the Superior Instruments and of this
Consent; and Subtenant shall not do or permit anything to be done in connection
with Subtenant's occupancy of the Sublet Space which would violate any of said
covenants, agreements, terms, provisions and conditions.

4. This Consent shall not be construed as a consent by Landlord to,
or as permitting, any other or further subletting by either Tenant or Subtenant

except as provided in Article VII of the Sublease. Subtenant shall not (i)
- ------
assign the Sublease or this Consent or further sublet the Sublet Space or any
part thereof (except to an Affiliate (as defined in the Sublease) of Subtenant
pursuant to the terms of 10.02 of the Sublease), or (ii) hereafter sublet, take
by assignment or otherwise occupy any space in the Building other than the
Sublet Space, without, in each instance, first obtaining Landlord's consent
thereto in accordance with the terms of the Lease.

5. [Intentionally omitted.]

6. Tenant and Subtenant agree that Landlord is not responsible for
the payment of any commissions or fees in connection with this transaction, and
they each jointly and severally agree to indemnify and hold Landlord harmless
from and against any claims, liability, losses or expenses, including reasonable
attorneys' fees, incurred by Landlord in connection with any claims for a
commission by any broker or agent in connection with this transaction.

7. Subtenant agrees that if Subtenant shall become a direct tenant of
Landlord for the Sublet Space or any part thereof upon the expiration or earlier
termination of the Lease, Landlord shall not be responsible for the payment of
any commissions or fees in connection with such direct lease, and Tenant and
Subtenant jointly and severally agree to indemnify and hold Landlord harmless
from and against any claims, liability, losses or expenses, including reasonable
attorneys' fees, incurred by Landlord in connection with any claims for a
commission by any broker or agent in connection with any such direct lease.

8. Upon the stated expiration of the Sublease, the Sublease and the
term and estate thereby granted with respect to the Sublet Space shall expire
and come to an end and Subtenant shall vacate the Sublet Space on or before such
date. In case of the failure of Subtenant to vacate the Sublet Space at the end
of the initial term of the Sublease, and if any of the first offer premises
referred to in Article VII of the Sublease becomes part of the premises
subleased to Olympia & York Tower B Lease Company ("O&Y Subtenant"), Tenant
-------------
shall be responsible for the removal of the occupant holding over in the Sublet
Space, and possession of any

B-2

premises being added under the sublease with O&Y Subtenant shall not be deemed
given until the Sublet Space is delivered free and clear of such lettings or
occupancies. Upon the earlier termination of the Lease, or in the case of the
surrender or assignment of the Lease (or overriding sublease of the entire
Premises) by Tenant to Landlord or its affiliates (hereinafter, together with
any holder of a Superior Instrument who shall succeed to Landlord's interest,
collectively referred to as "Current Landlord"), Subtenant shall, at Current
----------------
Landlord's option (subject, however, to Current Landlord's obligation pursuant
to Section 10.19(a) of the Lease), attorn to Current Landlord pursuant to the
then executory provisions of the Sublease, provided that, to the extent Current
--------
Landlord had any rights under the Lease which were applicable to the Sublet
Space and which were in addition to the rights (excluding the right to receive
the amount of Base Rent payable thereunder) of the Tenant as landlord under the
Sublease, such rights shall be deemed incorporated in the Sublease insofar as
they will not materially decrease any rights or increase any monetary
obligations of Subtenant under the Sublease, notwithstanding the termination of
the Lease), and provided further that Current Landlord shall not be (i) liable
--------
for any previous act or omission of Tenant under the Sublease, (ii) subject to
any credit, offset, claim, counterclaim, demand or defense which Subtenant may
have against Tenant, (iii) bound by any payment of rent which the Subtenant
might have made for more than one (1) month in advance of the due date for any
corresponding rental obligation under the Lease to Tenant, (iv) liable for any
security deposited by Subtenant which has not been transferred to Current
Landlord, (v) bound by any covenant of Tenant to undertake or complete any
construction of the Sublet Space or any portion thereof, (vi) bound by any
obligation to make any payment to Subtenant or provide any services or perform
any repairs, maintenance and restoration provided for under the Sublease to be
performed after the date of such attornment (except for services, repairs,
maintenance and restoration which landlords of like property ordinarily perform
at landlord's expense), (vii) bound by any obligation to make any payment to
Subtenant with respect to construction performed by or on behalf of Subtenant at
the Sublet Space, or (viii) bound by any modification of the Sublease without
the consent of Current Landlord.

9. [Intentionally omitted.]

10. The obligations of Subtenant under this Consent shall be subject
to Section 25.05 of the Sublease.

11. Tenant and Subtenant agree that (i) Landlord is not a party to
the Sublease and is not bound by the provisions thereof, (ii) Landlord has not,
and will not, review or pass upon any of the provisions of the Sublease, and
(iii) the Sublease will not be modified, amended or terminated in any way
without the prior written consent of Landlord. This Consent is to the act of
subletting only

B-3

and Landlord shall not be bound or estopped in any way by the provisions of the
Sublease.

12. In the event of any conflict between the provisions of (i) the
Lease or this Consent and (ii) the Sublease, the provisions of the Lease or
this Consent shall prevail unaffected by the provisions of the Sublease as
between Landlord and Tenant or Landlord and Subtenant.

13. This Consent may not be changed orally, but only by an agreement
in writing signed by the party against whom enforcement of any change is sought.
This Consent shall not be binding upon Landlord unless and until it is signed by
Landlord.

14. Tenant and Subtenant represent and warrant to Landlord that no
compensation or consideration of any kind other than as set forth in the
Sublease as Rent or additional charges has been, or will be, paid by Subtenant
to Tenant in consideration for the subleasing of the Sublet Space by Tenant to
Subtenant.

IN WITNESS WHEREOF, the parties hereto have caused these presents to
be duly executed as of December __, 1993.

LANDLORD: OLYMPIA & YORK TOWER B COMPANY
--------
By: O&Y Tower B Holding Company I,
a general partner
By: O&Y (U.S.) Development
Company, L.P., a general partner
By: O&Y (U.S.) Development General
Partner Corp., a general partner


By______________________________
Senior Vice President

TENANT: MERRILL LYNCH/WFC/L, INC.
------


By______________________________
Name:
Title:

SUBTENANT: DELOITTE & TOUCHE
---------


By_______________________________
Name: Elmer F. Fisher,
Title: National Managing Director

FEDERAL EMPLOYER ID NO.:_______________

B-4

EXHIBIT C
---------
ALTERNATE ELECTRICITY RENT INCLUSION
------------------------------------

A. If Landlord shall be required pursuant to Article V to supply
Tenant with electricity on a rent-inclusion basis, then the Base Rent set forth
in Section 3.01 of the Lease shall be increased by the Electricity Rent
Inclusion Factor (as hereinafter defined) to compensate Landlord for the
electrical wiring and other installations necessary for its obtaining and
redistribution of electricity as an additional service, subject to periodic
adjustments as herein provided. Initially, the "Electricity Rent Inclusion
--------------------------
Factor" (sometimes, the "ERIF") shall mean the sum of Tenant's Electricity
- ------ ----
Payments pursuant to Article V of the Lease for twelve (12) full calendar months
preceding the month in which the provisions of this Exhibit C shall become
---------
operative, divided by the average number of Rentable Square Feet in the Sublease
Premises that were occupied during such 12-month period, and then multiplied by
the number of Rentable Square Feet of the Sublease Premises that are occupied as
of the operative date of the provisions of this Exhibit C. If the provisions of
---------
this Exhibit C shall become operative prior to the expiration of a period of
---------
twelve (12) consecutive months during which some portion of the Sublease
Premises is occupied and electricity is paid for pursuant to Article V of the
Lease, then the "Electricity Rent Inclusion Factor" shall mean an amount equal
---------------------------------
to one hundred and two and one-half (102.5) percent of the amount determined by
multiplying the estimated kilowatt-hour usage (based on applicable diversity for
the Sublease Premises as determined by Landlord's Electrical Consultant, subject
to Tenant's right to dispute the same under Paragraph E of this Exhibit C) by
---------
Landlord's Average Cost Per Kilowatt Hour.

B. At such time as the provisions of this Exhibit C shall become
operative, Landlord shall cause an independent electrical engineer consultant
selected by Landlord ("Landlord's Electrical Consultant") to survey Tenant's
--------------------------------
aggregate usage of electricity in the Sublease Premises on a floor-by-floor
basis. The cost of such initial survey shall be shared equally by Landlord and
Tenant. Promptly after the completion of such initial survey, Landlord shall
furnish Tenant with a copy of such initial survey and a statement (an
"Adjustment Statement") specifying (1) the amount actually paid by Tenant as the
- ---------------------
ERIF during the period commencing upon the date that the provisions of this
Exhibit C shall have become operative and ending on the date of the completion
- ---------
of such initial survey, and (2) the amount which would have been payable as the
ERIF during such period based on such initial survey. Without prejudice to
Tenant's rights under Paragraph E of this Exhibit C, Tenant shall pay any
---------
deficiency, or Landlord shall refund any overpayment, in each instance with
interest at the Prime Rate from the date or dates the underpayment or
overpayments were made, within thirty (30) days after the delivery of an
Adjustment Statement. To the greatest degree reasonably practicable, the ERIF
be equal to one hundred and two and

C-1

one-half (102.5) percent of Landlord's actual cost of obtaining from the public
utility furnishing the same to the Building the amount of electricity actually
used by Tenant in the Sublease Premises. Further, each survey conducted pursuant
to this Exhibit C shall be made and shall state Tenant's aggregate electricity
---------
usage on a floor-by-floor basis, and the consumption of electricity allocated to
Tenant shall be equal the sum of the surveys made on a floor-by-floor basis.

C. If the cost to Landlord of the electricity used by the Building
shall change (whether the same occurs by reason of a change in Landlord's
electric rates, charges, fuel and/or loss-revenue adjustments and/or service
classifications, changes in methods of or rules on billing, including with
respect to time-of-day rates, or by taxes or charges of any kind imposed thereon
or for any other reason (collectively, "Rate Changes"), then the ERIF shall be
------------
changed by the same percentage. Any such percentage change in Landlord's costs
due to Rate Changes shall be computed by the application of the average
consumption (energy and demand) of electricity for the entire Building for the
twelve (12) full months immediately prior to the effective date of the Rate
Change, or any changed methods of or rules on billing for same, on a consistent
basis to the new rate and/or service classifications and to the immediately
prior existing rate and/or service classifications. The percentage changes in
the ERIF that are based on Rate Changes shall be initially determined by
Landlord's Electrical Consultant subject to Tenant's right to dispute same under
Paragraph E below, and a copy of such determination shall be delivered to
Tenant. Tenant shall pay the ERIF on the basis of such determination as of the
effective date of the Rate Change, without prejudice to its rights under
Paragraph E of this Exhibit C.
---------

D. Either Landlord or Tenant may from time to time cause its own
independent Electrical Consultant to conduct a new survey of Tenant's
electricity usage in the Sublease Premises. If a survey conducted by Landlord's
Electrical Consultant shall show a change in Tenant's electricity usage in the
Sublease Premises, then the Base Rent and ERIF shall be adjusted in accordance
with such survey, effective as of the date of such change as disclosed by said
survey, subject to Tenant's rights to dispute the same in accordance with
Paragraph E below and to receive reimbursement for any amounts ultimately
determined to have been overpaid in accordance with the procedure contained
therein, plus interest at the Prime Rate from the date of each overpayment until
such reimbursement, within thirty (30) days after such determination. The party
causing any such survey to be made, either initially or in response to a survey
prepared by the other party, shall bear the cost of such survey.

E. The determinations and computations set forth in any initial
survey to be furnished to Tenant under Paragraph A and any determination of a
change in the ERIF in the manner hereinabove described under Paragraph C or D
(including by way of any survey)

C-2

shall be binding and conclusive on Landlord and Tenant from and after the
delivery of written notice of such determination (and any computations and
survey involved) to the other party unless, within three (3) years after receipt
of the same by such other party, such other party notifies in writing the party
delivering written notice of the determination (and any computations and survey
involved) that it disputes such determination. During such three-year period,
Landlord shall allow Tenant or its representative to inspect and copy Landlord's
books and records relating to the ERIF and shall provide and make available to
Tenant such information relating to the calculation of the ERIF as Tenant may
reasonably request. Any dispute as to which either party timely notifies the
other pursuant to the above provisions of this Paragraph E that is not resolved
within three and one-half (3-1/2) years after the giving of such notice may be
submitted for resolution to the Applicable Engineer of Record by either Tenant
or Landlord. Landlord and Tenant shall share the cost of the Applicable
Engineer of Record in resolving such dispute and the decision of the Applicable
Engineer of Record shall be final and binding on Landlord and Tenant. If it is
determined that Tenant has overpaid or underpaid, then Landlord or Tenant, as
the case may be, shall refund to the other the amount so determined, together
with any interest thereon at the Prime Rate.

C-3

EXHIBIT D-1
-----------
RULES AND REGULATIONS
---------------------

1. The rights of Tenant in the entrances, corridors, elevators and
escalators servicing the Building are limited to the non-exclusive right of
ingress to and egress from Tenant's premises for Tenant and its Subsubtenants,
and its and their employees, licensees and invitees; and Tenant shall not use,
or permit the use of, the entrances, corridors, escalators or elevators for any
other purpose. Fire exits and stairways are for emergency use only, and they
shall not be used for any other purpose. Tenant shall not encumber or obstruct,
or permit the obstruction of the corridors, escalators, elevators, fire exits or
stairways of the Building.

2. Landlord may refuse admission to the portions of the Building not
demised to Tenant to any person not known to the watchman in charge, or not
having a pass issued by Landlord or the tenant whose premises are to be entered,
or not otherwise properly identified, and Landlord may require all persons
admitted to or leaving such portions of the Building to sign a register and
submit a pass.

3. No awnings or other projections shall be attached to the exterior
walls or windows of the Building.

4. No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or vestibules which are part of the common areas of the Building (including the
elevator lobbies), except for (a) permitted signage, (b) Tenant's security
facilities in the Visitor Reception Area, or (c) security desks and consoles
(subject to Landlord's approval on such floors which are wholly occupied by
Tenant, which approval Landlord shall not unreasonably withhold provided that
(i) the design, size, materials, coloring, signage, lighting and exact location
of such desks and consoles are consistent and compatible with (x) the design of
the portion of the Building in which the same are located and (y) the design,
signage and graphics program for the Building, and (ii) such desks and consoles
do not violate or interfere with compliance with any requirement of any Superior
Instrument with respect to pedestrian access and circulation).

5. Landlord reserves the right to inspect all objects and matter to
be brought into or out of the portions of the Building not demised to Tenant and
to exclude from the same all objects and matter which violate any of these Rules
and Regulations or the Sublease. Landlord shall in no way be liable to Tenant
for damages or loss arising from the admission, exclusion or ejection or any
person to or from the Sublease Premises or the Building under the provisions of
this Rule 5 or of Rule 2 hereof.

D-1-1

6. Any machines and mechanical equipment which Tenant is permitted to
install and use in the Sublease Premises pursuant to the Sublease shall be so
equipped, installed and maintained by Tenant as to prevent, in the operation
thereof, any unreasonably disturbing noise, vibration or electromagnetic or
other interference from being transmitted from the Sublease Premises to any
other area of the Building.

7. Landlord, its successors, and their respective employees, shall
have the right to use, without charge therefor, all light, power and water in
the Sublease Premises reasonably necessary for making repairs or alterations or
restorations in or to the Sublease Premises.

8. No acids, vapors or other materials shall be discharged or
permitted to be discharged into the waste lines, vents or flues of the Building
which may damage them. The water and wash closets and other plumbing fixtures
in or serving the Sublease Premises shall not be used for any purpose other than
the purposes for which they were designed or constructed.

9. Tenant shall be solely responsible for moving safes and other heavy
objects into or out of the Sublease Premises.

10. Landlord reserves the right to rescind or waive any rule or
regulation set forth in this Exhibit when, in its reasonable judgment, it deems
it necessary, desirable or proper to do so. To the extent these rules and
regulations are inconsistent with the provisions of the Sublease, the provisions
of the Sublease shall control. Landlord will not adopt or enforce any such rule
or regulation against Tenant in a discriminatory manner; but Landlord shall not
be responsible to Tenant for the nonobservance or violation by any other tenant
of any of the rules and regulations at any time prescribed for the Building, and
this Rule 10 shall not relieve Landlord of any of its other obligations under
the Sublease.

11. The sashes, sash doors, skylights, windows and doors that reflect
or admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by Tenant, nor shall any bottles,
parcels or other articles be placed on the window sills or on the peripheral air
conditioning enclosures, if any.

12. No bicycles, vehicles, animals, fish or birds of any kind shall
be brought into or kept in or about the premises of Tenant or the Building.

13. Neither Tenant nor any of Tenant's contractors, employees,
agents, visitors or licensees, shall at any time bring into or keep upon the
premises or the Building any inflammable, combustible, explosive or otherwise
dangerous fluid, chemical or

D-1-2

substance except in small quantities customarily needed in connection with the
uses permitted in Section 6.01 of this Sublease.

14. Tenant shall not install or place upon the Sublease Premises any
safe, vault or similarly heavy object without first obtaining Landlord's written
approval, which approval shall not be unreasonably withheld so long as the
Building's floor-loading and elevator-load-capacity restrictions are satisfied.

15. Freight, furniture, business equipment, merchandise and bulky
matter of any description ordinarily shall be delivered to and removed from the
Sublease Premises only in the service elevators and through the service
entrances and corridors, but special arrangements will be made for moving large
quantities of furniture and equipment into or out of the Building.

16. Canvassing, soliciting and peddling in the Building are
prohibited and Tenant shall cooperate to prevent the same.

17. The term "Sublease" as used herein shall mean the Sublease to
which this Exhibit is attached; and any term used in this Exhibit which is
defined in the Sublease shall have the meaning set forth in the Sublease.

18. No items of any type (including wheeled carriers) shall be
carried into any of the passenger elevators that in the reasonable judgment of
Landlord may damage a passenger elevator's interior or operating mechanisms.

D-1-3

EXHIBIT D-2
-----------
RULES AND REGULATIONS FOR ALTERATIONS
THAT MAY BE PERFORMED BY TENANT
-------------------------------------

A. General
-------

1. The rules and regulations set forth below shall govern the
performance of all Alterations in the Sublease Premises that may be performed by
Tenant or its contractors. To the extent these rules and regulations are
inconsistent with the provisions of the Sublease, the provisions of the Sublease
shall control. Landlord will not adopt or enforce any such rule or regulation
against Tenant in a discriminatory manner; but Landlord shall not be responsible
to Tenant for the nonobservance or violation by any other tenant of any of the
rules and regulations at any time prescribed for the Building, and this Rule A.1
shall not relieve Landlord of any of its other obligations under the Sublease.

2. No work shall be permitted to commence without the Landlord being
furnished with a valid work permit from the Department of Buildings and/or other
agencies having jurisdiction, if required.

3. Tenant's Work and Alterations consisting of installation of
communications equipment and under-floor wiring within the Sublease Premises may
be performed at any time on Business Days or non-Business Days; provided that
--------
such work performed between the hours of 8:00 A.M. and 6:00 P.M. on Business
Days shall not unreasonably interfere with, or cause unreasonable interruption
of, the operation and maintenance of the Building, or cause unreasonable
annoyance to, or unreasonable interference with, the use and occupancy of the
Building by Landlord's other subtenants or occupants in the Building; and
Landlord shall have the right to order the cessation of any work that causes any
unreasonable interference, annoyance or interruption.

4. Alterations other than Tenant's Work (including demolition and
removal) done at the commencement of the Term and installation of communications
equipment and under-floor wiring within the Sublease Premises shall be performed
only (i) during non-Business Hours on Business Days and (ii) non-Business Days.

5. All inquiries, submissions, approvals and all other matters shall
be processed through and by the Building Manager (in Merrill Lynch's Office of
Building Operations) in a cooperative and timely manner.

6. Where consent is required to be furnished by Landlord or Tenant
pursuant to this Exhibit D-2, such consent will not be unreasonably withheld or
-----------
delayed.

D-2-1

B. Prior to Commencement of Work
-----------------------------

1. Tenant shall submit to the Building's manager a written request to
perform Alterations other than installation of communications equipment and
under-floor wiring within the Sublease Premises at least ten (10) Business Days
prior thereto. The request shall include the following enclosures:

(a) A properly executed Building Notice application form or
Alteration form; Engineer's Statement "B" if HVAC work is to be performed;
Plumbing Specifications sheet if any plumbing change is to be performed;
Form 10F if any controlled inspection is required.

(b) Evidence that all required insurance has been obtained.

(c) Contractor's and subcontractor's insurance certificates
include a "hold harmless" provision.

2. Landlord will return the following to Tenant:

(a) Plans approved or returned with comments (such approval or
comments shall not constitute a waiver of Department of Buildings approval
or approval of other jurisdictional agencies) if approval is required.

(b) Signed application forms referred to in B.1.(a), above,
providing proper submissions have been made.

(c) Covering transmittal letter.

3. Tenant shall obtain Department of Buildings, if required,
approval of plans and a work permit from the Department of Buildings. Tenant
shall be responsible for keeping current all work permits. Tenant shall submit
copies of all approved plans and work permits to Landlord and shall post the
original work permit on the Premises prior to the commencement of any work. All
work shall be subject to reasonable supervision and inspection by Landlord or
its representative.


C. Requirements and Procedures
---------------------------

1. All structural and floor loading requirements shall be subject to
the prior approval of Landlord's structural engineer.

2. All mechanical (HVAC, plumbing and sprinkler) and electrical
requirements which affect the Building shall be subject to the approval of
Landlord's mechanical and electrical engineers. When deemed necessary by
Landlord, engineering and shop drawings

D-2-2

shall be prepared by Landlord, at Tenant's cost. Drawings are otherwise to be
prepared by Tenant and all approvals shall be obtained by Tenant.

3. Extra Personnel required for service elevators loading-dock
service and other Building services and facilities for construction work shall
be charged to Tenant at the rates specified in Exhibit H to the Sublease.
---------
Service elevators and loading dock services required in connection with
Alterations shall be made available to Tenant on a first-come, first-served
basis during Business Hours (to the extent that the Alterations in question are
permitted to be made during Business Hours) and subject to scheduled
availability during non-Business Hours, provided Tenant gives Landlord two (2)
--------
Business Days' notice. No material or equipment shall be carried under or on
top of elevators. Notwithstanding the foregoing, if construction union
personnel are required by any union regulations for the operation, maintenance
or repair of service elevators or loading-dock facilities, such personnel shall
be obtained directly by Tenant, at Tenant's reasonable cost (unless, with
respect to the maintenance or repair of such elevators or facilities, Landlord,
in its reasonable discretion, elects to obtain such personnel, in which event,
Tenant shall pay all reasonable costs and expenses incurred in connection
thereof). Tenant shall also pay the reasonable costs of any Extra Personnel for
security as may be reasonably required by the Building Manager.

4. With the exception of work to be performed by Landlord or for
Landlord by Tenant at Landlord's expense, no work will be performed outside of
the Sublease Premises without Landlord's approval and under Landlord's
supervision at Tenant's expense.

5. Tenant's contractor shall:

(a) have a superintendent or foreman on the Premises at all
times;

(b) police the job at all times, continually keeping the
Premises orderly and free of fire hazards;

(c) maintain cleanliness and protection of all Building areas,
including elevators, lobbies, stairways, loading dock and any other
Building areas used for construction purposes;

(d) protect the front and top of all peripheral HVAC units and
thoroughly clean them at the completion of work;

(e) block off supply and return grilles, diffusers and ducts to
keep dust from entering into the Building air conditioning systems;

D-2-3

(f) avoid the disturbance of Landlord's other subtenants of the
Building during normal business hours;

(g) not store any materials in the public corridors or other
areas of the Premises except for the Sublease Premises;

(h) make arrangements with Landlord at least two (2) full
Business Days in advance for the removal of construction debris at Tenant's
expense;

(i) Tenant's contractor shall not utilize restroom fixtures for
discarding construction materials of liquid form (i.e., plaster, cement,
- -
etc.); and

(j) Tenant shall be responsible for any damage to fire stairwell
hardware and finishes that is the result of Alterations.

6. If Tenant's contractor is negligent in any of its responsibilities
and such negligence results in damage to the Building, Tenant shall pay for the
corrective work done to the Building by Landlord.

7. All equipment and installations must be at least equal to the then
applicable standards of the Building. Any deviation from Building standards
will be permitted only if indicated on the plans and specifications and approved
by Landlord, which approval will not be unreasonably withheld.

8. Upon completion of the Alterations, Tenant shall submit to
Landlord a properly executed Form 23 and/or other documents indicating final
approval of the Alterations by the Department of Buildings in compliance with
the Building Notice or Alteration Permit therefor.

9. Tenant shall submit to Landlord a final "as-built", reproducible
set of drawings showing all items of the Alterations in full detail.

10. Within sixty (60) days after completion of Alterations costing in
excess of $50,000, as reasonably estimated by Landlord, Tenant shall deliver to
Landlord releases and waivers of lien from all contractors, subcontractors and
materialmen involved in the performance of Alterations and the materials
furnished in connection therewith, and a certificate from Tenant's architect
certifying that the Alterations have been completed substantially in accordance
with the plans and specifications therefor approved by Landlord and Tenant shall
state that all contractors, subcontractors and materialmen have been paid except
that Tenant shall not be required to deliver to Landlord any general release or
waiver of lien

D-2-4

if Tenant shall be disputing in good faith its obligation to make the payment
which would otherwise entitle it to such release or waiver, so long as Tenant
shall keep Landlord advised in a timely fashion of the status of such dispute
and the basis therefor and Tenant shall deliver to Landlord the general release
or waiver of lien when the dispute is settled.

11. Additional and differing provisions in the Sublease, if any, will
be applicable and will take precedence.


D. Special Requirements Regarding Local Law No. 5/73
(as amended)
----------------------------------------------

1. Tenant acknowledges being advised that the Building has an active
Class E Fire System ("Class E System"). Tenant shall notify its contractors and
--------------
subcontractors, as well as all persons and entities who shall perform or
supervise any alteration or demolition within the Sublease Premises, of such
facts.

2. Demolition by Tenant of all or any portions of the Sublease
Premises shall be carried out in such manner as to protect equipment and wiring
of Landlord's Class E System.

3. Landlord, after receipt of Tenant's notice of demolition, and at
Tenant's reasonable expense, shall secure and protect Building equipment
connected to the Class E System in the Sublease Premises to be demolished.

4. Landlord, at Tenant's reasonable expense, shall make such
additions and alterations within the requirements of Local Law No. 5/73 (as
amended) to the existing Class E System as may be necessary by reason of
alterations made within the Premises either by or on behalf of Tenant or by
Landlord, as part of Tenant's Work, if any, that Landlord is required to perform
pursuant to the provisions of this Sublease.

5. Landlord's contract fire alarm service personnel shall be the only
personnel permitted to adjust, test, alter, relocate, add to, or remove
equipment connected to the Class E System.

6. Landlord, at Tenant's expense, shall repair or cause to have
repaired, any and all defects, deficiencies or malfunctions of the Class E
System proximately caused by Tenant's alterations or demolition of the Sublease
Premises. Such expense may include reasonable expenses of engineering and
electrical supervision and standby fire watch personnel that Landlord reasonably
deems necessary to protect the Building during the time such defects,
deficiencies and malfunctions are being corrected.

D-2-5

7. During such times that Tenant's alterations or demolition of the
Sublease Premises require that fire protection afforded by the Class E System be
disabled, Tenant, at Tenant's expense, shall maintain fire watch service deemed
reasonably suitable to Landlord.

8. Tenant and Tenant's architect shall familiarize themselves with
and be aware of Local Law No. 5/73 and all amendments thereto with regard to
smoke control, compartmentation, and areas of safe refuge. Tenant shall fully
comply with these requirements. Landlord, at Landlord's option, may withhold
approval of Tenant's alterations or demolition if such requirements are not met
to Landlord's reasonable satisfaction.

9. Should Tenant desire to install its own internal fire alarm
system, Tenant shall request Landlord to connect such system to the Class E
System at Tenant' expense in such reasonable manner as prescribed by Landlord.
Tenant shall, at Tenant's expense, have such internal fire alarm system approved
by governing agencies having jurisdiction, and shall submit to Landlord, an
approved copy of plans of such system, before initiating any installation of
such system.

10. In the event Tenant shall install its own internal fire alarm
system within the Sublease Premises, Landlord shall (as required by law) connect
same to the Building's Class E System, and Tenant shall reimburse Landlord for
its reasonable costs incurred in making such connection within twenty (20) days
after being billed and furnished with copies of the relevant invoices and bills
therefor.


E. Basic Requirements for Tenant Tie-ins to Class "E"
Fire Safety Console WFC
------------------------------------------------

1. Before Merrill Lynch Fire and Life Safety allows Tenant tie-
ins to a Merrill Lynch Fire Control Panel, the following are the minimum
requirements. The Tenant shall:

(a) Comply with all legal requirements pertaining to the
acceptability of materials used. See RS17, page 438, of the Building Code
of the City of New York.

(b) Comply with all the requirements for systems under the
jurisdiction of the NYC Fire Department, the NYC FD Bureau of Fire
Prevention, Hi Rise Unit, electrical unit, mechanical unit, etc.

(c) Comply with Local Laws No. 5, 16, 41 and 58.

(d) File for approval(s) of the extension of the existing base
building system(s), with the City of New York's

D-2-6

Building Department, Fire Department and all other authorities having
jurisdiction.

(e) Increase capacity of existing base building system to accept
all requirements of the Tenant modification.

(f) Ensure that all equipment is similar to and compatible with
existing base building system.

2. In addition to the requirements mentioned in Section E.1
above, Landlord requires that the following be delivered to Landlord (pertaining
to Fire Safety final connections to the base building system):

(a) An itemized list of power requirements for each floor be
submitted for review and acceptance.

(b) One week prior notification of intent to hook-up to base
building system must be given to Landlord.

(c) Landlord shall have the right to inspect and approve floors
prior to hook-up.

(d) All necessary Fire Department tests and approvals be
submitted prior to tie-in.

(e) A print-out of software points be produced for the tenanted
area to ascertain if all the devices have sensor points and relays in the
Class "E" console.

D-2-7

EXHIBIT E
---------
SPECIFICATIONS FOR BASE BUILDING HVAC
-------------------------------------

So long as (a) the Sublease Premises are not occupied by more than one
(1) person per one hundred and twenty-five (125) Rentable Square Feet, (b) the
Sublease Premises' connected electrical load does not exceed 3.5 watts/9/ per
Rentable Square Foot, and (c) venetian blinds/10/ on each window in the Sublease
Premises are used in accordance with Landlord's reasonable rules and
regulations, then:


(i) the base Building HVAC system will maintain in the summer a
maximum 78 degree F dry bulb temperature and a maximum 50% relative
humidity when the outdoor air temperature does not exceed 91 degree F dry
bulb and 75 degree F wet bulb;

(ii) the base Building HVAC system will maintain in the winter a
minimum 70 degree F dry bulb temperature when the outdoor air temperature
is not less than 5 degree F;

(iii) the base Building HVAC system will maintain inside relative
humidity when outside temperature is between 5 degree and 65 degree F dry
bulb, that will be between a minimum of 20% and a maximum of 50% (so as not
to cause condensation on windows);

(iv) the base Building HVAC system shall be capable of providing a
minimum of [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC] CFM of outside
air for ventilation of Tenant's spaces on floor 3; and

(v) the base Building HVAC system shall maintain all of the
environmental conditions stated above (specifically including subparagraphs
(i), (ii), (iii) and (iv) above) during the interval of [MATERIAL OMITTED
AND FILED SEPARATELY WITH SEC] am to [MATERIAL OMITTED AND FILED SEPARATELY
WITH SEC] pm on all Tenant's floors (C1, 2, 3, 8, 9 & 15), except floors C2
and 10 (which are to be airconditioned only by supplemental units), as well
as Expansion Option Space and Offer Premises.

- ------------------------
/9/ This quantity is intended to state a limit only on the capacity of the HVAC
system, not on the electrical risers, cables and wiring, serving the
Sublease Premises.
/10/ To be installed and paid for as part of Tenant's Work, not Landlord's work.

E-1

Without regard to requirements (i)-(iii) above (but excluding floor 3)
the base Building HVAC system will introduce outdoor air into the Sublease
Premises for ventilation at a minimum rate of .13 CFM per usable square foot per
floor of the Sublease Premises and at a maximum temperature of 56.8 degree F dry
bulb and 56.7 degree F wet bulb during a cooling cycle and a minimum temperature
of 40 degree F during a heating cycle.

Landlord shall provide the following quantities of metered chilled
water for supplemental airconditioning for Tenant's use on the following floors:


Floor Tons Required
----- -------------

C1 [*]
C2 [*]
3 [*]
7 [*]
8 [*]
9 [*]
10 [*]
15 [*]

* [MATERIAL OMITTED AND FILED SEPARATELY WITH SEC]

E-2

EXHIBIT F
---------
BASE CLEANING SPECIFICATIONS
----------------------------
TOWER B
-------

SUITE AREAS
-----------

NIGHTLY SERVICES:
- ----------------

A. Carpet sweep all carpets.

B. Dust all desks and office furniture with treated dust cloths. (Paper and
folders on desk are not to be removed.)

C. Empty and clean ashtrays.

D. Empty all standard waste paper baskets and wipe clean, replace plastic
liners as needed.

E. Remove all trash from floors to specified areas.

F. Remove finger prints and dirt smudges from all doors, frames, glass
partitions, window, light switches and walls.

G. Restore chairs and waste baskets to proper positions.

H. Wipe clean smudged bright work.

WEEKLY SERVICES:
- ---------------

A. Edge all carpet areas.

B. Vacuum all carpet areas.

QUARTERLY SERVICES:
- ------------------

A. Dust all high reach areas including, but not limited to top of door frames,
airconditioning diffusers, return air grilles, picture frames and similar
wall hangings.

ANNUALLY:
- --------

A. Hand dust venetian blinds.

B. Clean the interiors of exterior windows (provided Tenant affords clear
accessibility to the same).

F-1

COMMON FLOOR AREAS
------------------


NIGHTLY SERVICE:
- ---------------

A. Clean, sanitize and polish drinking fountains.

B. Clean and remove any debris from all entrance metal door saddles.

C. Empty and clean all ash urns, replace sand when necessary.

D. Carpet sweep carpets.

E. Sweep and mop service elevator lobbies (V.C.T.).

ANNUAL SERVICE
- --------------

A. Strip and wax service elevator lobbies (V.C.T.).

RESTROOMS
---------

NIGHTLY:
- -------

A. Empty all waste receptacles including sanitary receptacle.

B. Sweep all lavatories.

C. Wet mop all tile floors.

D. Wash and polish all mirrors in powder rooms.

E. Wash shelve bright work and enamel surfaces.

F. Wash and disinfect urinals, sinks and commodes.

G. Replace all consumable toilet supplies.

H. Report clogged urinals, sinks and commodes.

I. Clean finger prints, marks or graffiti from walls, partitions, glass,
aluminum and light switches.

QUARTERLY:
- ---------

A. Dust all low reach and high reach areas including but not limited to
ledges, mirrors, tops, partition tops, edges, air conditioner diffusers and
exhaust grilles.

F-2

EXHIBIT G
---------
EXCLUSIVE SERVICES
------------------


1. JANITORIAL SERVICES
-------------------

A. Special Cleaning including Carpet Care

B. Wet Waste Garbage Removal

C. Supplemental Pest Control

D. Abnormal Rubbish and Refuse


2. ENGINEERING SERVICES
--------------------

Work or Maintenance on base Building HVAC systems, including VAV boxes,
compartment units, etc.

3. ELEVATOR AND CONVEYOR MAINTENANCE
---------------------------------

4. PLUMBING SERVICES
-----------------

5. ELECTRICAL
----------

A. Work or maintenance on base Building electrical systems including
transformers, circuit breakers and disconnect devices, light and power
as applicable in toilet rooms, communication and electrical closets,
and tenant and freight lobbies.

B. Any Tenant Work or alterations to tie-in to the Class E System.

6. BASE BUILDING WORK
------------------

Any work directly on or relating to any base Building Systems.

G-1

EXHIBIT H
---------
COST OF EXTRA PERSONNEL*
-----------------------
Hourly Service Rates**
--------------------