1
                                                        EXHIBIT INDEX ON PAGE 15

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:          JUNE 30, 2001
                              --------------------------------------------------

                                       or

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to
                               -----------------------    ----------------------

Commission File Number:  1-6064

                                ALEXANDER'S, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                       51-0100517
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation                (I.R.S. Employer
              or organization)                            Identification Number)

 888 SEVENTH AVENUE, NEW YORK, NEW YORK                            10019
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

                                  (201)894-7000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 [X] Yes [ ] No

         As of July 20, 2001 there were 5,000,850 common shares outstanding.
   2
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES
                                      INDEX

                                                                           Page Number
                                                                           -----------

PART I.  FINANCIAL INFORMATION:

     Item 1.  Financial Statements:

              Consolidated Balance Sheets as of
              June 30, 2001 and December 31, 2000.......................        3

              Consolidated Statements of Income for the
              Three and Six Months Ended June 30, 2001 and June 30,
              2000......................................................        4

              Consolidated Statements of Cash Flows for the
              Six Months Ended June 30, 2001 and June 30, 2000..........        5

              Notes to Consolidated Financial Statements................        6

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations.............        9

     Item 3.  Quantitative and Qualitative Disclosures about Market
              Risk......................................................       12

PART II. OTHER INFORMATION:

     Item 1.  Legal Proceedings.........................................       13

     Item 4.  Submission of Matters to a Vote of Security Holders.......       13

     Item 6.  Exhibits and Reports on Form 8-K..........................       13

Signatures    ..........................................................       14

Exhibit Index ..........................................................       15

                                       2
   3
PART I. FINANCIAL INFORMATION

     ITEM 1. FINANCIAL STATEMENTS

                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                   (amounts in thousands except share amounts)

                                                             JUNE 30,     DECEMBER 31,
                                                               2001          2000
                                                            ---------     -----------
                                                                    
ASSETS:

Real estate, at cost:
     Land .............................................     $  81,656      $  81,656
     Buildings, leaseholds and improvements ...........       173,528        141,873
     Capitalized expenses, development costs
         and construction in progress .................       157,287        169,811
                                                            ---------      ---------
              Total ...................................       412,471        393,340
     Less accumulated depreciation and
         amortization .................................       (54,086)       (51,848)
                                                            ---------      ---------
     Real estate, net .................................       358,385        341,492

Asset held for sale ...................................            --          4,559
Cash and cash equivalents .............................        93,666          2,272
Restricted cash .......................................        12,820          8,390
Accounts receivable, net of allowance for
     doubtful accounts of $698 in 2001 and $722 in
     2000..............................................         1,158          1,723
Receivable arising from the straight-lining of
      rents, net ......................................        16,769         15,084
Deferred lease and other property costs ...............        24,803         24,453
Deferred debt expense .................................         6,190          2,280
Other assets ..........................................         5,988          3,052
                                                            ---------      ---------

TOTAL ASSETS ..........................................     $ 519,779      $ 403,305
                                                            =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Debt (including $119,000 and $115,000 due to Vornado
     Realty Trust ) ...................                     $ 459,000      $ 367,788
Amounts due to Vornado Realty Trust and
     its affiliate ....................................         2,041          1,267
Accounts payable and accrued liabilities ..............        10,461         13,821
Other liabilities .....................................         2,905          2,734
                                                            ---------      ---------
TOTAL LIABILITIES .....................................       474,407        385,610
                                                            ---------      ---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock: no par value;
     authorized, 3,000,000 shares;
     issued, none
Common stock: $1.00 par value per share;
     authorized, 10,000,000 shares;
     issued, 5,173,450 shares..........................         5,174          5,174
Additional capital ....................................        24,843         24,843
Retained earnings/(deficit) ...........................        16,315        (11,362)
                                                            ---------      ---------
                                                               46,332         18,655
Less treasury shares, 172,600 shares
     at cost ..........................................          (960)          (960)
                                                            ---------      ---------
Total stockholders' equity ............................        45,372         17,695
                                                            ---------      ---------

TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY .............................     $ 519,779      $ 403,305
                                                            =========      =========

                See notes to consolidated financial statements.

                                       3
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                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                 (amounts in thousands except per share amounts)

                                                                     FOR THE THREE MONTHS ENDED    FOR THE SIX MONTHS ENDED
                                                                              JUNE 30,                     JUNE 30,
                                                                     --------------------------    ------------------------
                                                                        2001            2000          2001          2000
                                                                      --------        --------      --------      --------
                                                                                                     
REVENUES:
     Property rentals ...........................................     $ 10,884        $ 10,655      $ 21,796      $ 21,167
     Expense reimbursements .....................................        6,178           5,433        12,156        10,007
                                                                      --------        --------      --------      --------
Total revenues ..................................................       17,062          16,088        33,952        31,174
                                                                      --------        --------      --------      --------

EXPENSES:
     Operating (including management fee to Vornado of $334
         and $333 for the three months ended in 2001 and 2000;
         $674 and $668 for the six months ended in 2001 and
         2000)...................................................        8,242           7,395        15,420        14,009
     General and administrative (including management fee to
         Vornado of $540 and $1,080 each for the three and
         six months ended in 2001 and 2000) .....................          850           1,903         1,728         2,755
     Depreciation and amortization ..............................        1,600           1,364         3,182         2,717
                                                                      --------        --------      --------      --------
Total expenses ..................................................       10,692          10,662        20,330        19,481
                                                                      --------        --------      --------      --------

OPERATING INCOME ................................................        6,370           5,426        13,622        11,693
Interest and debt expense
     (including interest on loans from Vornado) .................       (4,728)         (5,449)       (9,306)      (10,681)
Interest and other income, net ..................................          428             256           801           648
                                                                      --------        --------      --------      --------
Income before gain on sale of Fordham Road property and
     extraordinary item .........................................        2,070             233         5,117         1,660
Gain on sale of Fordham Road property ...........................           --              --        19,026            --
                                                                      --------        --------      --------      --------

Income before extraordinary item ................................        2,070             233        24,143         1,660
Extraordinary gain from early extinguishment of debt ............           --              --         3,534            --
                                                                      --------        --------      --------      --------

NET INCOME ......................................................     $  2,070        $    233      $ 27,677      $  1,660
                                                                      ========        ========      ========      ========

Basic and diluted income per share before extraordinary item ....     $   0.41        $   0.05      $   4.82      $   0.33
                                                                      ========        ========      ========      ========

Basic and diluted income per share after extraordinary item .....     $   0.41        $   0.05      $   5.53      $   0.33
                                                                      ========        ========      ========      ========

                See notes to consolidated financial statements.

                                       4
   5
                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (amounts in thousands)

                                                                       FOR THE SIX MONTHS ENDED
                                                                                JUNE 30,
                                                                       -------------------------
                                                                          2001           2000
                                                                       ----------     ----------
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .......................................................     $   27,677     $    1,660
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization (including debt issuance
      costs)......................................................          4,222          3,610
     Straight-lining of rental income, net .......................         (1,685)        (1,729)
     Gain on sale of Fordham Road property .......................        (19,026)            --
     Extraordinary gain from early extinguishment of debt ........         (3,534)            --
Change in assets and liabilities:
   Accounts receivable ...........................................            565          1,613
   Amounts due to Vornado Realty Trust and its affiliate .........            774           (916)
   Accounts payable and accrued expenses .........................         (3,067)          (624)
   Other liabilities .............................................            171            747
   Other .........................................................         (4,225)           969
                                                                       ----------     ----------
Net cash provided by operating activities ........................          1,872          5,330
                                                                       ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to real estate ......................................        (19,131)       (41,699)
   Proceeds from sale of Fordham Road property ...................         23,701             --
   Cash restricted for operating liabilities .....................        (15,673)            --
   Cash made available for operating liabilities .................          2,855             87
   Cash made available for construction and development ..........          8,388          7,995
                                                                       ----------     ----------
Net cash provided by (used in) investing activities ..............            140        (33,617)
                                                                       ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of debt ..............................................        232,685         12,470
   Debt repayments ...............................................       (138,168)          (222)
   Deferred debt expense .........................................         (5,135)          (468)
   Payment of acquisition obligation .............................             --         (6,784)
                                                                       ----------     ----------
Net cash provided by financing activities ........................         89,382          4,996
                                                                       ----------     ----------

Net increase (decrease) in cash and cash equivalents .............         91,394        (23,291)
Cash and cash equivalents at beginning of period .................          2,272         26,053
                                                                       ----------     ----------

Cash and cash equivalents at end of period .......................     $   93,666     $    2,762
                                                                       ==========     ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest (of which $9,954 and $6,942 have
   been capitalized) .............................................     $   18,626     $   14,606
                                                                       ==========     ==========

                See notes to consolidated financial statements.

                                       5
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                                ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     CONSOLIDATED FINANCIAL STATEMENTS

       The Consolidated Balance Sheet as of June 30, 2001, the Consolidated
Statements of Income for the three and six months ended June 30, 2001 and 2000,
and the Consolidated Statements of Cash Flows for the six months ended June 30,
2001 and 2000 are unaudited. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and changes in cash flows have
been made. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Alexander's, Inc. and Subsidiaries' (the "Company") annual report on Form 10-K
for the year ended December 31, 2000 as filed with the Securities and Exchange
Commission. The results of operations for the three and six months ended June
30, 2001 are not necessarily indicative of the operating results for the full
year.

       The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

2.     RELATIONSHIP WITH VORNADO REALTY TRUST ("VORNADO")

       Vornado owns 33.1% of the Company's common stock at June 30, 2001. The
Company is managed by and its properties are redeveloped and leased by Vornado,
pursuant to agreements with a one-year term expiring in March of each year which
are automatically renewable. Under these agreements, the Company incurred fees
of $1,601,000 and $1,686,000 in the three month periods ended June 30, 2001 and
2000 and $4,065,000 and $3,373,000 in the six months periods ended June 30, 2001
and 2000.

       At June 30, 2001, the Company is indebted to Vornado in the amount of
$119,000,000 comprised of (i) $95,000,000 relating to the subordinated tranche
of a $115,000,000 secured financing, and (ii) $24,000,000 under a secured line
of credit. On March 15, 2001, the interest rate on these loans was reset from
15.72% to 13.74% using the same spread to treasuries as previously used. In
addition, during the six-months ended June 30, 2001, the Company borrowed
$4,000,000 under the secured line of credit from Vornado. At June 30, 2001,
$26,000,000 remains available under this facility. The Company incurred interest
on its loans from Vornado of $4,199,000 and $3,474,000 in the three months ended
June 30, 2001 and 2000 and $8,965,000 and $7,249,000 in the six months ended
June 30, 2001 and 2000.

3.     SALE OF FORDHAM ROAD PROPERTY

       The Company sold its Fordham Road property, located in the Bronx, New
York, on January 12, 2001. The vacant property contains 303,000 square feet and
was sold for $25,500,000 resulting in a gain of $19,026,000. In addition, the
Company paid off the mortgage on this property at a discount, which resulted in
an extraordinary gain from the early extinguishment of debt of $3,534,000.
Included in the expenses relating to the sale, the Company paid a commission of
$1,020,000, of which $520,000 was paid to Vornado.

                                       6
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4.     LEASES

       On May 1, 2001 the Company entered into a lease agreement with Bloomberg
L.P., a global, multi-media based distributor of information services. Under
this agreement, Bloomberg will lease approximately 700,000 square feet at the
Company's 59th Street and Lexington Avenue development property. The initial
term of the lease is for 25 years, with a ten-year renewal option. Base annual
net rent is $34,221,000 in each of the first four years and $38,226,000 in the
fifth year, with similar percentage increases thereafter.

       The development will contain approximately 1.4 million square feet of
retail, office and residential space. The funding required for the proposed
building will be in excess of $650,000,000. Alexander's is exploring various
alternatives for financing the project, including equity, debt, joint ventures
and asset sales, which may involve arrangements with Vornado Realty Trust.

       There can be no assurance that this project will be ultimately completed,
completed on time or completed for the budgeted amount. If the project is not
completed on a timely basis, the lease may be cancelled and significant
penalties may apply.

5.     KINGS PLAZA REGIONAL SHOPPING CENTER

       The Company has completed an interior renovation of the Kings Plaza
Regional Shopping Center (the "Center") at a cost of $31,655,000. These costs
were reclassified to "Buildings, leaseholds and improvements" from "Capitalized
expenses, development costs and construction in progress" during the first
quarter of this year. The exterior of the Center is expected to be renovated
this year.

       On June 1, 2001, the Company, through a newly formed subsidiary,
completed a $223,000,000 refinancing of its subsidiary's Kings Plaza Regional
Shopping Center property and repaid the $115,210,000 debt collateralized by the
property from the proceeds of the new loan. The new 10-year mortgage matures in
June 2011 and bears interest at 7.46%. Monthly payments include principal based
on a 27-year amortization schedule.

6.     COMMITMENTS AND CONTINGENCIES

       In June 1997, the Kings Plaza Regional Shopping Center (the "Center"),
commissioned an Environmental Study and Contamination Assessment Site
Investigation (the Phase II "Study") to evaluate and delineate environmental
conditions disclosed in a Phase I study. The results of the Study indicate the
presence of petroleum and bis (2-ethylhexyl) phthalate contamination in the soil
and groundwater. The Company has delineated the contamination and has developed
a remediation approach. The New York State Department of Environmental
Conservation ("NYDEC") has approved a portion of the remediation approach. The
Company accrued $2,000,000 in previous years ($1,733,000 has been paid as of
June 30, 2001) for its estimated obligation with respect to the clean up of the
site, which includes costs of (i) remedial investigation, (ii) feasibility
study, (iii) remedial design, (iv) remedial action and (v) professional fees.
Based upon revised estimates, the Company has accrued an additional $675,000
in the quarter ended June 30, 2001. If the NYDEC insists on a more extensive
remediation approach, the Company could incur additional obligations.

       The majority of the contamination may have resulted from activities of
third parties; however, the sources of the contamination have not been fully
identified. Although the Company intends to pursue all available remedies
against any potentially responsible third parties, there can be no assurance
that such parties will be identified, or if identified, whether these
potentially responsible third parties will be solvent. In addition, the costs
associated with pursuing any potentially responsible parties may be cost
prohibitive. The Company has not recorded an asset as of June 30, 2001 for
potential recoveries of environmental remediation costs from other parties.

                                       7
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                               ALEXANDER'S, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

       Neither the Company nor any of its subsidiaries is a party to, nor is
their property the subject of, any material pending legal proceeding other than
routine litigation incidental to their businesses. The Company believes that
these legal actions will not be material to the Company's financial condition or
results of operations.

       Letters of Credit

       Approximately $900,000 in standby letters of credit were issued at June
30, 2001.

7.     INCOME PER SHARE

       The following table sets for the computation of basic and diluted income
per share:

                                                    For The Three Months Ended   For The Six Months Ended
                                                           June 30,                     June 30,
                                                    --------------------------   ------------------------
                                                        2001          2000          2001          2000
                                                      --------      --------      --------      --------
                                                                                    
(amounts in thousands except per share amounts)

Numerator:
  Income before extraordinary item ............       $  2,070      $    233      $ 24,143      $  1,660
  Extraordinary item ..........................             --            --         3,534            --
                                                      --------      --------      --------      --------
  Net income ..................................       $  2,070      $    233      $ 27,677      $  1,660
                                                      ========      ========      ========      ========

Denominator:
  Denominator for basic income per share -
    weighted average shares ...................          5,001         5,001         5,001         5,001
  Effect of dilutive securities:
    Employee stock options ....................             --            --            --             6
                                                      --------      --------      --------      --------

  Denominator for diluted income per share -
    adjusted weighted average shares and
    assumed conversions .......................          5,001         5,001         5,001         5,007
                                                      ========      ========      ========      ========

INCOME PER COMMON SHARE -
    BASIC AND DILUTED:
    Income before extraordinary item ..........       $    .41      $    .05      $   4.82      $    .33
    Extraordinary item ........................             --            --           .71            --
                                                      --------      --------      --------      --------
    Net income per common share ...............       $    .41      $    .05      $   5.53      $    .33
                                                      ========      ========      ========      ========

8.     RECENTLY ISSUED ACCOUNTING STANDARDS

       In July 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 is effective immediately and SFAS 142 will be effective
January 2002. The new standards are not expected to have a significant impact on
our financial statements.

                                       8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

       Certain statements contained herein constitute forward-looking statements
as such term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21 E of the Securities Exchange Act of 1934, as amended.
Certain factors could cause actual results to differ materially from those in
the forward-looking statements. Factors that might cause such a material
difference include, but are not limited to, (a) changes in the general economic
climate, (b) local conditions such as an oversupply of space or a reduction in
demand for real estate in the area, (c) conditions of tenants, (d) competition
from other available space, (e) increased operating costs and interest expense,
(f) the timing of and costs associated with property improvements, (g) changes
in taxation or zoning laws, (h) government regulations, (i) failure of
Alexander's to continue to qualify as a REIT, (j) availability of financing on
acceptable terms, (k) potential liability under environmental or other laws or
regulations, (l) general competitive factors, (m) dependence upon Vornado Realty
Trust and (n) possible conflicts of interest with Vornado Realty Trust.

RESULTS OF OPERATIONS

              The Company had net income of $2,070,000 in the quarter ended June
30, 2001, compared to $233,000 in the quarter ended June 30, 2000, an increase
of $1,837,000 and $27,677,000 for the six months ended June 30, 2001, compared
to $1,660,000 for the six months ended June 30, 2000, an increase of
$26,017,000. Included in the current six months is a gain on the sale of the
Fordham Road property of $19,026,000 and an extraordinary gain from the early
extinguishment of debt of $3,534,000. Excluding these items, net income would
have been $5,117,000, or a $3,457,000 increase, over the prior year's six month
period.

              Tenant expense reimbursements were $6,178,000 in the quarter ended
June 30, 2001, compared to $5,433,000 in the prior year's quarter, an increase
of $745,000 and $12,156,000 for the six months ended June 30, 2001, compared to
$10,007,000 for the six months ended June 30, 2000, an increase $2,149,000.
These increases resulted from reimbursements for incremental real estate taxes,
repairs and maintenance over the prior year's periods. In addition to these
effects, the current year's increase for the six month period resulted primarily
from (i) higher reimbursements for a portion of the increased fuel costs of the
utility plant at the Company's Kings Plaza Regional Shopping Center, and (ii) a
change made in prior year's six months in the method of allocating an anchor
tenant's share of parking lot expenses at the Rego Park I property (which
covered a number of years and reduced the prior year's six month amount).

              Operating expenses were $8,242,000 in the quarter ended June 30,
2001, compared to $7,395,000 in the prior year's quarter, an increase of
$847,000. Operating expenses were $15,420,000 for the six months ended June 30,
2001, compared to $14,009,000 for the six months ended June 30, 2000, an
increase of $1,411,000. These increases resulted from higher real estate taxes
and repairs and maintenance compared to the prior year. In addition to these
effects, the current year's increase for the six month period includes an
additional accrual of $675,000 for environmental remediation at the Kings
Plaza Regional Shopping Center.

              General and administrative expenses were $850,000 in the quarter
ended June 30, 2001, compared to $1,903,000 in the prior year's quarter, a
decrease of $1,053,000 and $1,728,000 for the six months ended June 30, 2001,
compared to $2,755,000 for the six months ended June 30, 2000, a decrease of
$1,027,000. These decreases resulted primarily from compensation expense of
$983,000 relating to stock appreciation rights recorded in the second quarter of
2000.

              Interest and debt expense was $4,728,000 in the quarter ended June
30, 2001, compared to $5,449,000 in the prior year's quarter, a decrease of
$721,000 and $9,306,000 for the six months ended June 30, 2001, compared to
$10,681,000 for the six months ended June 30, 2000, a decrease of $1,375,000.
These decreases resulted from higher capitalized interest relating to the
Company's development properties, partially offset by higher average debt.

LIQUIDITY AND CAPITAL RESOURCES

              In the aggregate, Alexander's operating properties do not generate
sufficient cash flow to pay all of its expenses. The Company's three
non-operating properties (Lexington Avenue, Paramus, and Rego Park II) are in
various stages of development. As rents commence from portions of the
development property(s) and from the vacant property the Company expects that
cash flow will become positive.

                                       9
   10
              The Company has completed the excavation and laying the foundation
for its Lexington Avenue property as part of the proposed development of a large
multi-use building. The proposed 1.4 million square feet building is expected to
be comprised of a commercial portion, which may include a combination of retail
stores and offices; and a residential portion, consisting of condominium units.
If the residential portion of the property is developed, the air rights
representing the residential portion would be transferred to a taxable REIT
subsidiary, as a REIT is not permitted to sell condominiums without being
subject to a 100% excise tax on the gain from the sale of such condominiums. The
funding required for the proposed building will be in excess of $650,000,000.
The Company is exploring various alternatives for financing the project,
including equity, debt, joint ventures and asset sales, which may involve
arrangements with Vornado Realty Trust.

              On May 1, 2001 the Company entered into a lease agreement with
Bloomberg L.P., under this agreement, Bloomberg will lease approximately 700,000
square feet. The initial term of the lease is for 25 years, with a ten-year
renewal option. Base annual net rent is $34,221,000 in each of the first four
years and $38,226,000 in the fifth year with similar percentage increases
thereafter. There can be no assurance that this project will be ultimately
completed, completed on time or completed for the budgeted amount. If the
project is not completed on a timely basis, the lease may be cancelled and
significant penalties may apply.

              The Company, on its own, in a joint venture or through a third
party, may develop a shopping center of approximately 550,000 square feet on the
Paramus Property. The estimated cost of such development is approximately
$100,000,000. The Company has received municipal approvals on tentative plans to
redevelop the site. No development plans have been finalized.

              The Company sold its Fordham road property, located in the Bronx,
New York, on January 12, 2001. The vacant property contains 303,000 square feet
and was sold for $25,500,000 resulting in a gain of $19,026,000. In addition,
the Company paid off the $21,263,000 mortgage on this property at a discount,
which resulted in an extraordinary gain from the early extinguishment of debt of
$3,534,000.

              During the six-months ended June 30, 2001, the Company borrowed
$4,000,000 under the secured line of credit from Vornado. At June 30, 2001,
$26,000,000 remains available under this facility.

              On March 15, 2001 the interest rate on the $119,000,000 loans from
Vornado were reset from 15.72% to 13.74% using the same spread to treasuries as
previously used.

              On June 1, 2001, the Company, through a newly formed subsidiary,
completed a $223,000,000 refinancing of its subsidiary's Kings Plaza Regional
Shopping Center property and repaid the $115,210,000 debt collateralized by the
property from the proceeds of the new loan. The new 10-year mortgage matures in
June 2011 and bears interest at 7.46%.

              The Company estimates that the fair market values of its assets
are substantially in excess of their historical cost and that it has additional
borrowing capacity. Alexander's continues to evaluate its needs for capital
which may be raised through (a) property specific or corporate borrowing, (b)
the sale of securities and (c) asset sales. Although there can be no assurance,
the Company believes that these cash sources will be adequate to fund cash
requirements until its operations generate adequate cash flow.

     CASH FLOWS

     Six Months Ended June 30, 2001

     Cash provided by operating activities of $1,872,000 was comprised of (i)
net income of $27,677,000, (ii) non-cash items of $2,537,000, offset by (iii)
gain on sale of Fordham Road property of $19,026,000, (iv) extraordinary gain
from early extinguishment of debt of $3,534,000, and (v) the net change in
operating assets and liabilities of $5,782,000. The adjustments for non-cash
items are comprised of (i) depreciation and amortization of $4,222,000, offset
by (ii) the effect of straight-lining of rental income of $1,685,000.

     Net cash provided by investing activities of $140,000 was comprised of (i)
proceeds from the sale of Fordham Road property of $23,701,000, and (ii) the
release of restricted cash of $11,243,000 offset by (iii) capital expenditures
of $19,131,000 and (iv) an increase in restricted cash of $15,673,000. The
capital expenditures were primarily

                                       10
   11
comprised of (i) capitalized interest and other carrying costs of $11,000,000,
(ii) renovations to the Kings Plaza Regional Shopping Center of $2,345,000, and
(iii) excavation, foundation and predevelopment costs at Lexington Avenue of
$4,565,000.

     Net cash provided by financing activities of $89,382,000 resulted primarily
from an increase in debt of $232,685,000 partially offset by debt payments of
$138,168,000.

     Six Months Ended June 30, 2000

     Cash provided by operating activities of $5,330,000 was comprised of (i)
net income of $1,660,000, (ii) non-cash items of $1,881,000, and (iii) the net
change in operating assets and liabilities of $1,789,000. The adjustments for
non-cash items are comprised of (i) depreciation and amortization of $3,610,000,
offset by (ii) the effect of straight-lining of rental income of $1,729,000.

     Net cash used in investing activities of $33,617,000 was comprised of
capital expenditures of $41,699,000, partially offset by the release of
restricted cash of $8,082,000.

     Net cash provided by financing activities of $4,996,000 resulted primarily
from an increase in debt of $12,470,000 partially offset by the payment of
acquisition debt of $6,784,000.

Funds from Operations for the Three and Six Months Ended June 30, 2001 and June
30, 2000

              Funds from operations was $2,884,000 in the quarter ended June 30,
2001, compared to $105,000 in the prior year's quarter, an increase of
$2,779,000 and $6,614,000 in the six months ended June 30, 2001, compared to
$1,402,000 in the prior year's six months, an increase of $5,512,000. The
following table reconciles net income to funds from operations:

                                                       For The Three Months Ended           For The Six Months Ended
                                                                June 30,                            June 30,
                                                     ------------------------------      ------------------------------
                                                         2001              2000              2001              2000
                                                     ------------      ------------      ------------      ------------
                                                                                               
Net income ....................................      $  2,070,000      $    233,000      $ 27,677,000      $  1,660,000
Gain on Sale of Fordham Road property .........                --                --       (19,026,000)               --
Extraordinary gain from early extinguishment
     of debt ..................................                --                --        (3,534,000)               --
Depreciation and amortization of
     real property ............................         1,600,000         1,364,000         3,182,000         2,717,000
Straight-lining of property rentals
     for rent escalations .....................          (786,000)         (888,000)       (1,685,000)       (1,781,000)
Leasing fees paid in excess
     of expense recognized ....................                --          (604,000)               --        (1,194,000)
                                                     ------------      ------------      ------------      ------------
                                                     $  2,884,000      $    105,000      $  6,614,000      $  1,402,000
                                                     ============      ============      ============      ============

                                       11
   12
              Funds from operations does not represent cash generated from
operating activities in accordance with generally accepted accounting principles
and is not necessarily indicative of cash available to fund cash needs, which is
disclosed in the Consolidated Statements of Cash Flows for the applicable
periods. There are no material legal or functional restrictions on the use of
funds from operations. Funds from operations should not be considered as an
alternative to net income as an indicator of the Company's operating performance
or as an alternative to cash flows as a measure of liquidity. Management
considers funds from operations a relevant supplemental measure of operating
performance because it provides a basis for comparison among REITs; however,
funds from operations may not be comparable to similarly titled measures
reported by other REITs since the Company's method of calculating funds from
operations is different from that used by NAREIT. Funds from operations, as
defined by NAREIT, represents net income before depreciation and amortization,
extraordinary items and gains or losses on sales of real estate. Funds from
operations as disclosed above has been modified to adjust for the effect of
straight-lining of property rentals for rent escalations and leasing fee
expenses. Below are the cash flows provided by (used in) operating, investing
and financing activities:

                            For The Three Months Ended          For The Six Months Ended
                                     June 30,                           June 30,
                          ------------------------------     ------------------------------
                              2001              2000             2001              2000
                          ------------      ------------     ------------      ------------
                                                                   
Operating activities      $  2,365,000      $  5,033,000     $  1,872,000      $  5,330,000
                          ============      ============     ============      ============

Investing activities      $(13,089,000)     $(17,967,000)    $    140,000      $(33,617,000)
                          ============      ============     ============      ============

Financing activities      $102,729,000      $    810,000     $ 89,382,000      $  4,996,000
                          ============      ============     ============      ============

RECENTLY ISSUED ACCOUNTING STANDARDS

              In July 2001, the Financial Accounting Standards Board issued SFAS
No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 is effective immediately and SFAS 142 will be
effective January 2002. The new standards are not expected to have a significant
impact on our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       At June 30, 2001, the Company had $35,000,000 of variable rate of debt at
a weighted average interest rate of 7.27% and $424,000,000 of fixed rate of debt
bearing interest at a weighted average interest rate of 9.18%. A one percent
increase in the base used to determine the interest rate of the variable rate
debt would result in a $350,000 decrease in the Company's annual net income
($.07 per basic and diluted share).

                                       12
   13
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

       Neither the Company nor any of its subsidiaries is a party to, nor is
their property the subject of, any material pending legal proceeding other than
routine litigation incidental to their businesses. The Company believes that
these legal actions will not be material to the Company's financial condition or
results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       On May 30, 2001, the Company held its annual meeting of stockholders. The
stockholders voted, in person or by proxy, for the election of the three
nominees to serve on the Board of Directors for a term of three years, or until
their respective successors are duly elected and qualified. The three nominees
were approved. The results of the voting are shown below:

Election of Directors:

                                              Votes               Votes
Directors                                    Cast For            Withheld
- ---------                                    --------            --------
                                                            
       Michael D. Fascitelli                 4,776,480            67,053
       Arthur Sonnenblick                    4,824,673            18,860
       Russell B. Wight, Jr.                 4,824,483            19,050\

       Because of the nature of the matters voted upon, there were no
       abstentions or broker non-voter.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)    Exhibits required by Item 601 of Regulation of S-K are filed herewith and
       are listed in the attached Exhibit Index.

(b)    Reports on Form 8-K:

       During the quarter ended June 30, 2001, the Company did not file any
       reports on Form 8-K.

                                       13
   14
                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                 ALEXANDER'S, INC.
                                      ---------------------------------------
                                                   (Registrant)

Date: August 2, 2001                           /s/ Patrick T. Hogan
                                      ---------------------------------------
                                                 Patrick T. Hogan,
                                      Vice President, Chief Financial Officer

                                       14
   15
                                  EXHIBIT INDEX

   EXHIBIT
     NO.                                                                                     PAGE
- -------------                                                                                ----
                                                                                    
3(i)            --   Certificate of Incorporation, as amended. Incorporated herein by
                     reference from Exhibit 3.0 to the Registrant's Current Report on
                     Form 8-K dated September 21, 1993....................................     *

3(ii)           --   By-laws, as amended. Incorporated herein by reference from Exhibit
                     10.1 to the Registrant's Quarterly Report on Form 10-Q for the
                     fiscal quarter ended March 31, 2000..................................     *

10(i)(A)(1)     --   Agreement, dated as of December 4, 1985, among Seven Thirty One
                     Limited Partnership ("731 Limited Partnership"), Alexander's
                     Department Stores of Lexington Avenue, Inc., the Company, Emanuel
                     Gruss, Riane Gruss and Elizabeth Goldberg (collectively, the
                     "Partners"). Incorporated herein by reference from Exhibit
                     10(i)(F)(1) to the Registrant's Form 10-K for the fiscal year ended
                     July 26, 1986........................................................     *

10(i)(A)(2)     --   Amended and Restated Agreement of Limited Partnership in the 731
                     Limited Partnership, dated as of August 21, 1986, among the
                     Partners. Incorporated herein by reference from Exhibit 1 to the
                     Registrant's Current Report on Form 8-K, dated August 21, 1986.......     *

10(i)(A)(3)     --   Third Amendment to Amended and Restated Agreement of Limited
                     Partnership dated December 30, 1994, among the Partners.
                     Incorporated herein by reference from Exhibit 10(i)(A)(3) to the
                     Registrant's Form 10-K for the fiscal year ended December 31, 1994...     *

10(i)(B)(1)     --   Promissory Note Modification Agreement, dated October 4, 1993,
                     between Alexander's Department Stores of New Jersey, Inc. and New
                     York Life Insurance Company ("New York Life"). Incorporated herein
                     by reference from Exhibit 10(i)(3)(a) to the Registrant's Form 10-K
                     for the Transition Period August 1, 1993 to December 31, 1993........     *

10(i)(B)(2)     --   Mortgage Modification Agreement, dated October 4, 1993, by
                     Alexander's Department Stores of New Jersey, Inc. and New York Life
                     Incorporated herein by reference from Exhibit 10(i)(E)(3)(a) to the
                     Registrant's Form 10-K for the Transition Period August 1, 1993 to
                     December 31, 1993....................................................     *

10(i)(C)        --   Credit Agreement, dated March 15, 1995, among the Company and
                     Vornado Lending Corp. Incorporated herein by reference from Exhibit
                     10(i)(C) to the Registrant's Form 10-K for the fiscal year ended
                     December 31, 1994....................................................     *

10(i)(C)(1)     --   Modification and Extension of Credit Agreement, dated as of March
                     13, 2000, between Vornado Lending L.L.C., as Lender, and
                     Alexander's Inc., as Borrower. Incorporated herein by reference
                     from Exhibit 10(i)(C)(1) to the Registrant's Quarterly Report on
                     Form 10-Q for the fiscal quarter ended June 30, 2000.................     *

10(i)(c) 2      --   First Modification and Extension of Credit Agreement dated as of
                     March 15, 2000 between Alexander's, Inc., as borrower, and Vornado
                     Lending L.L.C. as lender.............................................

10(i)(c) 3      --   First Note Modification and Extension Agreement dated as of March
                     15, 2000 between Alexander's Inc. as borrower, and Vornado Lending
                     L.L.C................................................................

10(i)(c) 4      --   Third Modification and Extension of Credit Agreement dated as
                     of March 15, 2000 between Alexander's Inc. as borrower, and
                     Vornado Lending L.L.C.................................................

- -----------
* Incorporated by reference

                                            15
   16

   EXHIBIT
     NO.                                                                                     PAGE
- ---------------                                                                              ----
                                                                                    
10(i)(c) 5        --   Third Note Modification and Extension Agreement dated as of March
                       15, 2000 between Alexander's Inc. as borrower, and Vornado Lending
                       L.L.C..............................................................

10(i)(D)          --   Credit Agreement, dated March 15, 1995, among the Company and First
                       Union Bank, National Association. Incorporated herein by reference
                       from Exhibit 10(i)(D) to the Registrant's Form 10-K for the fiscal
                       year ended December 31, 1994.......................................     *

10(i)(D)(1)       --   Modification and Extension of Credit Agreement, dated as of April
                       14, 2000, between First Union National Bank, as lender, and
                       Alexander's Inc., as borrower. Incorporated herein by reference
                       from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
                       for the fiscal quarter ended March 31, 2000........................     *

10(i)(D)(2)       --   Pledge and Security Agreement for Transferable Development Rights,
                       dated as of April 14, 2000, between First Union National Bank, as
                       secured party, 731 Limited Partnership, as assignor, and
                       Alexander's, Inc. as borrower, Incorporated herein by reference
                       from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
                       for the fiscal quarter ended March 31, 2000........................     *

10(i)(D) 3        --   Modification and Extension of Credit Agreement dated as of April
                       27, 2001 between Alexander's, Inc. as borrower, and First Union
                       National Bank, as lender...........................................

10(i)(D) 4        --   Note Modification and Extension Agreement of Credit Agreement dated
                       as of April 27, 2001 between Alexander's, Inc. as borrower, and
                       First Union National Bank, as lender...............................

10(i)(E)          --   Amended, Restated and Consolidated Mortgage and Security Agreement,
                       dated May 12, 1999, between The Chase Manhattan Bank, as mortgagee,
                       and Alexander's Rego Shopping Center Inc., as mortgagor.
                       Incorporated herein by reference from Exhibit 10(i)(E) to the
                       Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
                       ended June 30, 2000................................................     *

10(i)(G)(1)       --   Real Estate Retention Agreement dated as of July 20, 1992, between
                       Vornado Realty Trust and Keen Realty Consultants, Inc., each as
                       special real estate consultants, and the Company. Incorporated
                       herein by reference from Exhibit 10(i)(O) to the Registrant's Form
                       10-K for the fiscal year ended July 25, 1992.......................     *

10(i)(G)(2)       --   Extension Agreement to the Real Estate Retention Agreement, dated
                       as of February 6, 1995, between the Company and Vornado Realty
                       Trust. Incorporated herein by reference from Exhibit 10(i)(G)(2) to
                       the Registrant's Form 10-K for the fiscal year ended December 31,
                       1994...............................................................     *

10(i)(H)          --   Management and Development Agreement, dated as of February 6, 1995,
                       between Vornado Realty Trust and the Company, on behalf of itself
                       and each subsidiary listed therein. Incorporated herein by
                       reference from Exhibit 10.1 to the Registrant's Current Report on
                       Form 8-K dated February 6, 1995....................................     *

10(i)(I)          --   Commitment letter, dated as of February 6, 1995, between Vornado
                       Realty Trust and the Company. Incorporated herein by reference from
                       Exhibit 10.3 to the Registrant's Current Report on Form 8-K dated
                       February 6, 1995...................................................     *

- -----------
* Incorporated by reference

                                            16
   17

   EXHIBIT
     NO.                                                                                     PAGE
- ---------------                                                                              ----
                                                                                    
10(i)(J)(1)       --   First Amendment to Mortgage and Security Agreement, dated as of
                       February 24, 2000, between Banc of America Commercial Finance
                       Corporation, as mortgagee, and Alexander's of Fordham Road, Inc.,
                       as mortgagor. Incorporated herein by reference from Exhibit 10.1 to
                       the Registrant's Quarterly Report on Form 10-Q for the fiscal
                       quarter ended March 31, 2000.........................................   *

10(i)(J)(2)       --   Amended and Restated Promissory Note (Secured), dated as of
                       February 24, 2000, between Banc of America Commercial Finance
                       Corporation, as lender, and Alexander's of Fordham Road, Inc., as
                       borrower. Incorporated herein by reference from Exhibit 10.1 to the
                       Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
                       ended March 31, 2000.................................................   *

10(i)(J)(3)       --   Trigger Agreement, dated as of February 24, 2000, between Banc of
                       America Commercial Finance Corporation, as lender, and Alexander's,
                       Inc., as guarantor. Incorporated herein by reference from Exhibit
                       10.1 to the Registrant's Quarterly Report on Form 10-Q for the
                       fiscal quarter ended March 31, 2000..................................   *

10(i)(K)          --   Term Loan Agreement dated as of June 18, 1998 among Alexanders'
                       Kings Plaza Center, Inc., Kings Plaza Corp., and Alexander's
                       Department Stores of Brooklyn, Inc., as Borrower, Union Bank of
                       Switzerland, as Lender. Incorporated herein by reference from
                       Exhibit 10 to the Registrant's Form 10-Q for the fiscal quarter
                       ended June 30, 1998..................................................   *

10(ii)(A)(3)      --   Agreement of Lease for Rego Park, Queens, New York, between
                       Alexander's, Inc. and Sears Roebuck & Co. Incorporated herein by
                       reference from Exhibit 10.1 to the Registrant's Quarterly Report on
                       Form 10-Q for the fiscal quarter ended March 31, 1994................   *

10(ii)(A)(4)(a)   --   Lease for Roosevelt Avenue, Flushing, New York, dated as of
                       December 1, 1992, between the Company, as landlord, and Caldor, as
                       tenant. Incorporated herein by reference from Exhibit (ii)(E)(7) to
                       the Registrant's Form 10-K for the fiscal year ended July 25, 1992...   *

10(ii)(A)(4)(b)   --   First Amendment to Sublease for Roosevelt Avenue, Flushing, New
                       York, dated as of February 22, 1995 between the Company, as
                       sublandlord, and Caldor, as tenant. Incorporated herein by
                       reference from Exhibit 10(ii)(A)(8)(b) to the Registrant's Form
                       10-K for the fiscal year ended December 31, 1994.....................   *

10(ii)(A)(5)      --   Lease Agreement, dated March 1, 1993 by and between the Company and
                       Alex Third Avenue Acquisition Associates. Incorporated by reference
                       from Exhibit 10(ii)(F) to the Registrant's Form 10-K for the fiscal
                       year ended July 31, 1993.............................................   *

10(ii)(A)(6)      --   Agreement of Lease for Rego Park, Queens, New York, between the
                       Company and Marshalls of Richfield, MN., Inc., dated as of March 1,
                       1995. Incorporated herein by reference from Exhibit
                       10(ii)(A)(12)(a) to the Registrant's Form 10-K for the fiscal year
                       ended December 31, 1994..............................................   *

10(ii)(A)(7)      --   Guaranty, dated March 1, 1995, of the Lease described in Exhibit
                       10(ii)(A)(6)(a) above by the Company. Incorporated herein by
                       reference from Exhibit 10(ii)(A)(12)(b) to the Registrant's Form
                       10-K for the fiscal year ended December 31, 1994.....................   *

10(iii)(B)        --   Employment Agreement, dated February 9, 1995, between the Company
                       and Stephen Mann. Incorporated herein by reference from Exhibit
                       10(iii)(B) to the Registrant's Form 10-K for the fiscal year ended
                       December 31, 1994....................................................   *

- -----------
* Incorporated by reference

                                            17
   18

   EXHIBIT
     NO.                                                                                     PAGE
- ---------------                                                                              ----
                                                                                    
10(iv)(A)         --   Registrant's Omnibus Stock Plan, as amended, dated May 28, 1997.
                       Incorporated herein by reference from Exhibit 10 to the
                       Registrant's Form 10-Q for the fiscal quarter ended June 30, 1997..     *

10(v) A1          --   Amended and Restated Consolidated Mortgage and Security Agreement
                       dated as of May 31, 2001 among Alexander's Kings Plaza L.L.C. as
                       mortgagor, Alexander's of King L.L.C., as mortgagor and Kings
                       Parking L.L.C., as mortgagor, collectively borrower, to Morgan
                       Guaranty Trust Company of New York, as mortgagee...................

10(v) A2          --   Amended, Restated and Consolidated Promissory Note, dated as of May
                       31, 2001 by and between Alexander's Kings Plaza L.L.C., Alexander's
                       of Kings L.L.C. and Kings Parking L.L.C., collectively borrower,
                       and Morgan Guaranty Trust Company of New York, lender..............

10(v) A3          --   Cash Management Agreement dated as of May 31, 2001 by and between
                       Alexander's Kings Plaza L.L.C., Alexander's of Kings L.L.C. and
                       Kings Parking L.L.C., collectively borrower, and Morgan Guaranty
                       Trust Company of New York, lender..................................

10(v) B           --   Agreement of Lease dated as of April 30, 2001 between Seven Thirty
                       One Limited Partnership, landlord, and Bloomberg L.P., tenant......

- -----------
* Incorporated by reference

                                            18

   1
                                                               Exhibit 10(i)(c)2

              FIRST MODIFICATION AND EXTENSION OF CREDIT AGREEMENT

                  This FIRST MODIFICATION AND EXTENSION OF CREDIT AGREEMENT
(this "AGREEMENT") dated as of March 15, 2000 between ALEXANDER'S, INC., a
Delaware corporation ("BORROWER"), and VORNADO LENDING L.L.C. (formerly known as
Vornado Lending Corp.) ("LENDER").

                                R E C I T A L S:

                  WHEREAS, Lender is the current holder of that certain
Promissory Note dated October 20, 1999 in the original principal amount of
$50,000,000.00 made by Borrower to Lender (the "NOTE");

                  WHEREAS, the Note was made pursuant to that certain Credit
Agreement between Borrower and Lender dated October 20, 1999 (hereinafter
referred to as the "CREDIT AGREEMENT"), which Note evidences a loan in the
original principal amount of $50,000,000.00 (the "LOAN") made by Lender to
Borrower (terms not otherwise defined herein shall have the meanings ascribed to
them in the Credit Agreement);

                  WHEREAS, the Note is secured by, inter alia, those certain
unrecorded Mortgages, Assignments of Leases, Security Agreements and Fixture
Filings, each dated October 20, 1999 in the original principal amount of
$50,000,000.00 and given by Alexander's of Fordham Road, Inc., Seven Thirty One
Limited Partnership, Alexander's of Rego Park II, Inc., Alexander's of Rego Park
III, Inc., Alexander's of Third Avenue, Inc., Alexander's Department Stores of
Lexington Avenue, Inc. and Alexander's Department Stores of New Jersey, Inc. to
Lender (the "MORTGAGES"); and

                  WHEREAS, the parties hereto desire to amend the Credit
Agreement in the manner hereinafter provided.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1. The definition of "Interest Rate" appearing on page 6 of the Credit
Agreement is hereby deleted in its entirety and replaced by the following
definition:

                  "Interest Rate" has the meaning specified in Section 2.04(a).

         2. The definition of "Maturity Date" appearing on page 8 of the Credit
Agreement is hereby deleted in its entirety and replaced by the following
definition:

                  "Maturity Date" means March 15, 2002."
   2
         3. Section 2.04(a) appearing on Page 14 of the Credit Agreement is
hereby deleted in its entirety and replaced by the following new Section
2.04(a):

         "(a) Ordinary Interest. The Borrower shall pay interest on the unpaid
         principal amount of the Loan owing to Lender from the Closing Date,
         until such principal amount shall be paid in full, payable in arrears
         on the fifteenth day of each month (each an "Interest Payment Date") at
         a rate per annum (the "Interest Rate") equal to (i) prior to March 15,
         2000, 14.18%, (ii) on or after March 15, 2000 but prior to March 15,
         2001, 15.72% and (iii) on or after March 15, 2001, a rate per annum
         equal to the one-year treasury bill rate as of such date plus 9.48%.

         4. Except with respect to Sections 4.01(g) of the Credit Agreement,
Borrower hereby reaffirms and makes again to Lender, as of the date hereof, all
of the representations and warranties contained in the Credit Agreement and
hereby further represents and warrants to Lender as follows:

                  (a) Borrower is a corporation duly organized and validly
existing under the laws of the State of Delaware and has full power and
authority to execute, deliver and perform its obligations under this Agreement
and any other documents and instruments executed by Borrower in connection with
this Agreement;

                  (b) All corporate action necessary to authorize the execution,
delivery and performance of this Agreement, and any other documents and
instruments executed by Borrower in connection with this Agreement, have been
duly and properly taken; and

                  (c) Borrower is in good standing under the laws of the State
of Delaware.

         5. Borrower hereby releases all claims, demands, and causes of action
of any kind or nature against Lender which Borrower now has or may have by
reason of any matter, cause or thing relating to or arising out of the Loan or
the "Loan Documents" (as defined in the Credit Agreement), to the date of this
Agreement.

         6. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, and all of which together shall
constitute one and the same instrument.

         7. Except as herein amended, the terms and provisions of the Credit
Agreement shall, in all other respects, remain unmodified, are hereby ratified
and reaffirmed, and shall remain in full force and effect.

         8. This Agreement shall be binding upon and shall inure to the benefit
of Borrower and Lender and their respective successors and assigns. This
Agreement shall be governed by

                                       2
   3
the law of the State of New York. This Agreement may not be modified orally, but
only by a writing executed by all of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.

                                       VORNADO LENDING L.L.C.

                                       By:      VORNADO REALTY, L.P.,
                                                Managing Member

                                             By:  /s/ Irwin Goldberg
                                                --------------------------------
                                                  Name:  Irwin Goldberg
                                                  Title: Vice President
                                                         Chief Financial Officer

                                       ALEXANDER'S, INC.

                                       By:        /s/ Joseph Macnow
                                                --------------------------------
                                                Name:  Joseph Macnow
                                                Title: Vice President
                                                       Chief Financial Officer

                                       3
   4
STATE OF NEW JERSEY       )

                          )ss.:
COUNTY OF BERGEN          )

On August 1, 2000 before me, the undersigned, personally appeared
Irwin Goldberg personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.

                                            /s/ Ann Pelligra
                                          --------------------------------------
                                          Name:  Ann Pelligra
                                          Office:  Notary Public of New Jersey

(SEAL)                                    My Commission Expires Feb. 25, 2001

STATE OF NEW JERSEY        )
                           )ss.:
COUNTY OF BERGEN           )

On August 2, 2000 before me, the undersigned, personally appeared
Joseph Macnow personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.

                                              /s/ Deborah Anthony
                                          --------------------------------------
                                          Name:  Deborah Anthony
                                          Office: Notary Public of New Jersey
                                          My Commission Expires Feb. 6, 2001
(SEAL)

                                       4

   1
                                                               Exhibit 10(i)(c)3

                 FIRST NOTE MODIFICATION AND EXTENSION AGREEMENT

                  This FIRST NOTE MODIFICATION AND EXTENSION AGREEMENT (this
"AGREEMENT") dated as of March 15, 2000, between ALEXANDER'S, INC., a Delaware
corporation ("BORROWER"), and VORNADO LENDING L.L.C. (formerly known as Vornado
Lending Corp.) ("LENDER").

                                R E C I T A L S:

                  WHEREAS, Lender is the current holder of that certain
Promissory Note dated October 20, 1999 in the original principal amount of
$50,000,000.00 made by Borrower to Lender (the "NOTE");

                  WHEREAS, the Note was made pursuant to that certain Credit
Agreement between Borrower and Lender dated October 20, 1999 (referred to as the
"CREDIT AGREEMENT") (terms not otherwise defined herein shall have the meanings
ascribed to them in the Credit Agreement);

                  WHEREAS, the Note is secured by, inter alia, those certain
unrecorded Mortgages, Assignments of Leases, Security Agreements and Fixture
Filings, each dated October 20, 1999 in the original principal amount of
$50,000,000.00 and given by Alexander's of Fordham Road, Inc., Seven Thirty One
Limited Partnership, Alexander's of Rego Park II, Inc., Alexander's of Rego Park
III, Inc., Alexander's of Third Avenue, Inc., Alexander's Department Stores of
Lexington Avenue, Inc. and Alexander's Department Stores of New Jersey, Inc. to
Lender (the "Mortgages"); and

                  WHEREAS, simultaneously herewith, the parties hereto have
amended the Credit Agreement to extend the maturity date of the Loan and to make
conforming changes therein.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  1. Borrower hereby acknowledges and agrees that the current
outstanding principal balance of the Note is FIFTY MILLION and 00/100 DOLLARS
($50,000,000). The aforesaid sum is owing by Borrower to Lender without claim,
defense, offset or counterclaim of any kind or nature whatsoever.

                  2. From and after the date hereof, the phrase "to but
excluding March 15, 2000 (the "MATURITY DATE")" appearing on the second line of
Paragraph 2 on the first page of
   2
the Note shall be replaced with the following: "to but excluding March 15, 2002
(the "MATURITY DATE")".

                  3. Except as herein amended, the terms and provisions of the
Note shall, in all other respects, remain unmodified, are hereby ratified and
reaffirmed, and shall remain in full force and effect.

                  4. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument.

                  5. This Agreement shall be binding upon and shall inure to the
benefit of Borrower and Lender and their respective successors and assigns. This
Agreement shall be governed by the law of the State of New York. This Agreement
may not be modified orally, but only by a writing executed by both parties
hereto.
   3
                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.

                                       VORNADO LENDING L.L.C.

                                       By:      VORNADO REALTY, L.P.,
                                                Managing Member

                                           By:  /s/ Irwin Goldberg
                                                ------------------------------
                                                Name:  Irwin Goldberg
                                                Title: Vice President,
                                                       Chief Financial Officer

                                       ALEXANDERS, INC.

                                       By:      /s/ Joseph Macnow
                                                --------------------------
                                                Name:  Joseph Macnow
                                                Title: Vice President
                                                       Chief Financial Officer
   4
STATE OF NEW JERSEY        )
                           )ss.:
COUNTY OF BERGEN           )

On 12th September, 2000 before me, the undersigned, personally appeared
Irwin Goldberg personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.

                                                /s/ Ann Pelligra
                                         ---------------------------------------
                                            Name:  Ann Pelligra
                                            Office:  Notary Public of New Jersey
(SEAL)                                      My Commission expires Feb. 25, 2001

STATE OF NEW JERSEY        )
                           )ss.:
COUNTY OF BERGEN           )

On September 12, 2000 before me, the undersigned, personally appeared
Joseph Macnow personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.

                                                /s/ Deborah Anthony
                                         ---------------------------------------
                                            Name: Deborah Anthony
                                            Office: Notary Public of New Jersey
                                            My Commission expires Feb. 6, 2001
(SEAL)

   1
                                                               Exhibit 10(i)(c)4

              THIRD MODIFICATION AND EXTENSION OF CREDIT AGREEMENT

                  This THIRD MODIFICATION AND EXTENSION OF CREDIT AGREEMENT
(this "AGREEMENT") dated as of March 15, 2000, between ALEXANDER'S, INC., a
Delaware corporation ("BORROWER"), and VORNADO LENDING L.L.C. (formerly known as
Vornado Lending Corp.) ("LENDER").

                                R E C I T A L S:

                  WHEREAS, Lender is the current holder of (i) the Promissory
Note dated March 15, 1995 in the original principal amount of $45,000,000 made
by Borrower to Lender (such Promissory Note, as amended by (i) the Note
Modification and Extension Agreement between Borrower and Mortgagee dated as of
March 15, 1998, (ii) the Second Note Modification and Extension Agreement dated
as of March 29, 1999 and (iii) the Third Note Modification and Extension
Agreement between Borrower and Mortgagee of even date herewith, being
hereinafter referred to as the "NOTE");

                  WHEREAS, the Note was made pursuant to the Credit Agreement
between Borrower and Lender dated March 15, 1995 (such Credit Agreement, as
amended by (i) the letter agreement dated March 29, 1995 between Lender and
Borrower, (ii) the two letter agreements between Lender and Borrower, each dated
March 24, 1997, (iii) the Modification and Extension of Credit Agreement dated
as of March 15, 1998 between Lender and Borrower and (iv) the Second
Modification and Extension of Credit Agreement dated as of March 29, 1999, being
hereinafter referred to as the "CREDIT AGREEMENT"), which Note evidences a loan
in the original principal amount of $45,000,000 (the "LOAN") made by Lender to
Borrower (terms not otherwise defined herein shall have the meanings ascribed to
them in the Credit Agreement);

                  WHEREAS, the Note is secured by, inter alia, those certain
Mortgages, Assignments of Leases, Security Agreements and Fixture Filings, each
dated March 15, 1995 in the original principal amount of $45,000,000.00 and
given by (i) Alexander's of Fordham Road, Inc. to Lender and recorded on March
22, 1995 in the Office of the City Register, Bronx County in Reel 1310, Page
0197, (ii) Alexander's, Inc. to Lender and recorded on March 22, 1995 in the
Office of the City Register, Bronx County in Reel 1310, Page 0139, (iii) Seven
Thirty One Limited Partnership and Alexander's Department Stores of Lexington
Avenue, Inc. to Lender and recorded on March 20, 1995 in the Office of the City
Register, New York County in Reel 2193, Page 0966, (iv) Alexander's, Inc. to
Lender and recorded on March 17, 1995 in the Office of the City Register, Queens
County in Reel 4089, Page 1125, (v) Alexander's, Inc. to Lender and recorded on
March 17, 1995 in the Office of the City Register, Queens County in Reel 4089,
Page 1181 and (vi) Alexander's Department Stores of New Jersey, Inc. to Lender
and recorded on March 17, 1995 in the Office of the County Clerk, Bergen County,
New Jersey in Book 8953, Page 910, all of which Mortgages Assignments of Leases,
Security Agreements and Fixture Filings have been, and are simultaneously
herewith being, amended; and
   2
                  WHEREAS, the parties hereto desire to amend the Credit
Agreement in the manner hereinafter provided.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1. The definition of "Maturity Date" appearing on page 8 of the Credit
Agreement is hereby deleted in its entirety and replaced by the following
definition:

                  "Maturity Date" means March 15, 2002."

         2. Section 2.04(a) appearing on Page 14 of the Credit Agreement is
hereby deleted in its entirety and replaced by the following new Section
2.04(a):

"(a) Ordinary Interest. The Borrower shall pay interest on the unpaid principal
amount of the Loan owing to Lender from the Closing Date, until such principal
amount shall be paid in full, payable in arrears on the fifteenth day of each
month (each an "Interest Payment Date") at a rate per annum (the "Interest
Rate") equal to (i) prior to the second anniversary of the Closing Date, 13.80%
or, provided that Lender shall have executed the Intercreditor Agreement
pursuant to which the obligations of the Borrower owing to the Subordinate
Lender under the Vornado Credit Agreement shall be subordinated to the Loan
Obligations, 16.43%, (ii) on or after the second anniversary of the Closing Date
but prior to the third anniversary of the Closing Date, 12.97% or, provided that
Lender shall have executed the Intercreditor Agreement pursuant to which the
obligations of the Borrower owing to the Subordinate Lender under the Vornado
Credit Agreement shall be subordinated to the Loan Obligations, 15.60%, (iii) on
or after the third anniversary of the Closing Date but prior to March 29, 1999
(the "1999 Loan Extension Closing Date"), 11.50%, or, provided that Lender shall
have executed the Intercreditor Agreement pursuant to which the obligations of
the Borrower owing to the Subordinate Lender under the Vornado Credit Agreement
shall be subordinated to the Loan Obligations, 13.87%, (iv) on or after the 1999
Loan Extension Date until March 15, 2000, 12%, or, provided that Lender shall
have executed the Intercreditor Agreement pursuant to which the obligations of
the Borrower owing to the Subordinate Lender under the Vornado Credit Agreement
shall be subordinated to the Loan Obligations, 14.18%, (v) on or after March 15,
2000 but prior to March 15, 2001, 15.72% and (vi) on or after March 15, 2001, a
rate equal to the one-year treasury bill rate as of such date plus 9.48%.

         3. FORDHAM ROAD. Lender consents to the conveyance of the Fordham Road
Property (as so identified in item 1 of Schedule IX of the Credit Agreement) to
the holder of the first mortgage on such property or its designee (and to any
consensual foreclosure of such mortgage) and in connection with such conveyance
Lender shall release its mortgage lien on the Fordham Road Property. The parties
hereto hereby further consent and agree that to the extent that a default or an
event of default under the Greyrock Loan (as hereinafter defined) constitutes an
Event of Default under the Credit Agreement or any other Loan Document, such

                                     - 2 -
   3
default or event of default shall henceforth no longer constitute an Event of
Default under the Credit Agreement or under any other Loan Document; provided
that the foregoing shall not be construed so as to eliminate any other Event of
Default or to affect the interpretation of any other default provision contained
in the Credit Agreement or any other Loan Document. As used herein, the term
"Greyrock Loan" shall mean the first mortgage loan on the Fordham Property in
the original principal amount of $25,000,000.00 made by Greyrock Capital Group,
Inc. (now known as Banc of America Commercial Finance Corporation).

         4. Simultaneously with the execution and delivery of this Agreement,
Borrower shall pay all of the costs, fees and expenses incurred by Lender in
connection with this Agreement and the transactions described herein or
contemplated hereby, including, without limitation, any and all fees and charges
incurred in connection with the recording and/or filing of any of the documents
executed in connection with the extension of the Loan ("RECORDING FEES").

         5. Notwithstanding anything to the contrary, expressed or implied,
contained in this Agreement or any prior or contemporaneous correspondence or
other communications between Borrower and Lender, this Agreement shall not be or
become effective until Borrower has paid the Recording Fees and Lender's Legal
Fees.

         6. Except with respect to Sections 4.01(g) and 4.01(h) of the Credit
Agreement, Borrower hereby reaffirms and makes again to Lender, as of the date
hereof, all of the representations and warranties contained in the Credit
Agreement and hereby further represents and warrants to Lender as follows:

                  (a) Borrower is a corporation duly organized and validly
existing under the laws of the State of Delaware and has full power and
authority to execute, deliver and perform its obligations under this Agreement
and any other documents and instruments executed by Borrower in connection with
this Agreement;

                  (b) All corporate action necessary to authorize the execution,
delivery and performance of this Agreement, and any other documents and
instruments executed by Borrower in connection with this Agreement, have been
duly and properly taken; and

                  (c) Borrower is in good standing under the laws of the State
of Delaware.

         7. Borrower hereby releases all claims, demands, and causes of action
of any kind or nature against Lender which Borrower now has or may have by
reason of any matter, cause or thing relating to or arising out of the Loan or
the "Loan Documents" (as defined in the Credit Agreement), to the date of this
Agreement.

                                     - 3 -
   4
         8. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, and all of which together shall
constitute one and the same instrument.

         9. Except as herein amended, the terms and provisions of the Credit
Agreement shall, in all other respects, remain unmodified, are hereby ratified
and reaffirmed, and shall remain in full force and effect.

         10. This Agreement shall be binding upon and shall inure to the benefit
of Borrower and Lender and their respective successors and assigns. This
Agreement shall be governed by the law of the State of New York. This Agreement
may not be modified orally, but only by a writing executed by all of the parties
hereto.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.

                                       VORNADO LENDING L.L.C.

                                       By:      VORNADO REALTY, L.P.,
                                                Managing Member

                                                By:   /s/ Irwin Goldberg
                                                  ------------------------------
                                                  Name:  Irwin Goldberg
                                                  Title: Vice President
                                                         Chief Financial Officer

                                       ALEXANDER'S, INC.

                                       By:         /s/ Joseph Macnow
                                                --------------------------------
                                                Name:  Joseph Macnow
                                                Title: Vice President
                                                Chief Financial Officer

                                     - 4 -
   5
STATE OF NEW JERSEY        )
                           )  ss.:
COUNTY OF BERGEN           )

On 12th September, 2000 before me, the undersigned, personally appeared
Irwin Goldberg personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.

                                      /s/ Ann Pelligra
                                    ----------------------
                                    Name:   Ann Pelligra
                                    Office: Notary Public of New Jersey
                                            My Commission Expires Feb. 25, 2001
(SEAL)
   6
STATE OF NEW JERSEY        )
                           )  ss.:
COUNTY OF BERGEN           )

On September 12, 2000 before me, the undersigned, personally appeared
Joseph Macnow personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.

                                      /s/ Deborah Anthony
                                    --------------------
                                    Name: Deborah Anthony
                                    Office: Notary Public of New Jersey
                                            My Commission Expires Feb. 6, 2001
(SEAL)

   1
                                                               Exhibit 10(i)(c)5

                 THIRD NOTE MODIFICATION AND EXTENSION AGREEMENT

                  This THIRD NOTE MODIFICATION AND EXTENSION AGREEMENT (this
"AGREEMENT") dated as of March 15, 2000, between ALEXANDER'S, INC., a Delaware
corporation ("BORROWER"), and VORNADO LENDING L.L.C. (formerly known as Vornado
Lending Corp.) ("LENDER").

                                R E C I T A L S:

                  WHEREAS, Lender is the current holder of that certain
Promissory Note dated March 15, 1995 in the original principal amount of
$45,000,000.00 made by Borrower to Lender (as amended by the Note Modification
and Extension Agreement between Borrower and Lender dated as of March 15, 1998
and the Second Note Modification and Extension Agreement between Borrower and
Lender dated as of March 29, 1999, the "NOTE");

                  WHEREAS, the Note was made pursuant to that certain Credit
Agreement between Borrower and Lender dated March 15, 1995 (such Credit
Agreement, as amended by (i) the letter agreement between Lender and Borrower
dated March 29, 1995, (ii) the two letter agreements between Borrower and
Lender, each dated March 24, 1997, (iii) the Modification and Extension of
Credit Agreement between Lender and Borrower dated as of March 15, 1998, (iv)
the Second Modification and Extension of Credit Agreement between Lender and
Borrower dated as of March 29, 1999 and (v) the Third Modification and Extension
of Credit Agreement between Lender and Borrower of even date herewith, being
hereinafter referred to as the "CREDIT AGREEMENT") (terms not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement);

                  WHEREAS, the Note is secured by, inter alia, those certain
Mortgages, Assignments of Leases, Security Agreements and Fixture Filings, each
dated March 15, 1995 in the original principal amount of $45,000,000.00 given by
(i) Alexander's of Fordham Road, Inc. to Lender and recorded on March 22, 1995
in the Office of the City Register, Bronx County in Reel 1310, Page 0197, (ii)
Alexander's, Inc. to Lender and recorded on March 22, 1995 in the Office of the
City Register, Bronx County in Reel 1310, Page 0139, (iii) Seven Thirty One
Limited Partnership and Alexander's Department Stores of Lexington Avenue, Inc.
to Lender and recorded on March 20, 1995 in the Office of the City Register, New
York County in Reel 2193, Page 0966, (iv) Alexander's, Inc. to Lender and
recorded on March 17, 1995 in the Office of the City Register, Queens County in
Reel 4089, Page 1125, (v) Alexander's, Inc. to Lender and recorded on March 17,
1995 in the Office of the City Register, Queens County in Reel 4089, Page 1181
and (vi) Alexander's Department Stores of New Jersey, Inc. to Lender and
recorded on March 17, 1995 in the Office of the County Clerk, Bergen County, New
Jersey in Book 8953, Page 910, all of which mortgages have been, and
simultaneously herewith are being, modified (collectively, the "MORTGAGES"); and
   2
                  WHEREAS, simultaneously herewith, the parties hereto have
amended the Credit Agreement and the Mortgages to extend the maturity date of
the Loan and to make conforming changes therein.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  1. Borrower hereby acknowledges and agrees that there is now
owing under the Note the current outstanding principal balance of FORTY-FIVE
MILLION and 00/100 DOLLARS ($45,000,000.00) plus accrued interest. The aforesaid
sum is owing by Borrower to Lender without claim, defense, offset or
counterclaim of any kind or nature whatsoever.

                  2. From and after the date hereof, the phrase "to but
excluding March 15, 2000 (the "MATURITY DATE")" appearing on the second line of
Paragraph 2 on the first page of the Note shall be replaced with the following:
"to but excluding March 15, 2002 (the "MATURITY DATE")".

                  3. Except as herein amended, the terms and provisions of the
Note shall, in all other respects, remain unmodified, are hereby ratified and
reaffirmed, and shall remain in full force and effect.

                  4. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument.

                  5. This Agreement shall be binding upon and shall inure to the
benefit of Borrower and Lender and their respective successors and assigns. This
Agreement shall be governed by the law of the State of New York. This Agreement
may not be modified orally, but only by a writing executed by both parties
hereto.

                                     - 2 -
   3
                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.

                                    VORNADO LENDING L.L.C.

                                    By:      VORNADO REALTY, L.P.,
                                             Managing Member

                                             By: /s/ Irwin Goldberg
                                               ---------------------------------
                                               Name:   Irwin Goldberg
                                               Title:  Vice President
                                                       Chief Financial Officer

                                    ALEXANDERS, INC.

                                    By:        /s/ Joseph Macnow
                                             -----------------------------------
                                               Name:  Joseph Macnow
                                               Title: Vice President
                                                      Chief Financial Officer

                                     - 3 -
   4
STATE OF NEW JERSEY        )
                           )  ss.:
COUNTY OF BERGEN           )

On August 1, 2000 before me, the undersigned, personally appeared
Irwin Goldberg personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.

                                    /s/ Ann Pelligra
                                    ------------------
                                    Name: Ann Pelligra
                                    Office: Notary Public of New Jersey
                                            My Commission Expires Feb. 25, 2001
(SEAL)
   5
STATE OF NEW JERSEY      )
                         )  ss.:
COUNTY OF BERGEN         )

On August 2, 2000 before me, the undersigned, personally appeared
Joseph Macnow personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacit(ies), and that by his/her/their signature(s) on
the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such
appearance before the undersigned in Saddle Brook, New Jersey.

                                      /s/ Deborah Anthony
                                      ------------------------------------------
                                      Name: Deborah Anthony
                                      Office: Notary Public of New Jersey
                                      My Commission Expires Feb. 6, 2001
(SEAL)

   1
                                                               Exhibit 10(i)(D)3

                    NOTE MODIFICATION AND EXTENSION AGREEMENT

                  This NOTE MODIFICATION AND EXTENSION AGREEMENT (this
"AGREEMENT") dated as of the 27th day of April 2001, between ALEXANDER'S, INC.,
a Delaware corporation ("BORROWER") and FIRST UNION NATIONAL BANK (formerly
known as First Fidelity Bank, National Association) ("LENDER").

                                R E C I T A L S:

                  WHEREAS, Lender is the current holder of that certain
Promissory Note dated March 15, 1995 in the original principal amount of
$20,000,000.00 made by Lender to Borrower (as amended pursuant to that certain
Note Modification and Extension Agreement between Borrower and Lender dated as
of March 29, 1999 and as further amended pursuant to that certain Note
Modification and Extension Agreement between Borrower and Lender dated as of
April 14, 2000 , the "NOTE") which was executed and delivered in substitution
for the Promissory Note dated March 15, 1995 in the original principal amount of
$30,000,000.00, pursuant to the Note and Mortgage Modification and Severance
Agreement dated June 18, 1998 (the "SEVERANCE AGREEMENT") by and among
Alexander's of Fordham Road, Inc., Alexander's, Inc., Alexander's of Third
Avenue, Inc., Alexander's Rego Park Center, Inc., Alexander's of Rego Park II,
Inc., Alexander's of Rego Park III, Inc., Seven Thirty One Limited Partnership,
Alexander's Department Stores of Lexington Avenue, Inc., Alexander's of
Brooklyn, Inc., Alexander's Department Stores of New Jersey, Inc. and First
Union National Bank; and

                  WHEREAS, the Note was made pursuant to the Severance Agreement
and that certain Credit Agreement between Borrower and Lender dated March 15,
1995 (such Credit Agreement, as amended by letter agreement dated March 29, 1995
between Lender and Borrower, as further amended by two letter agreements between
Borrower and Lender, each dated March 24, 1997, as modified and extended by that
certain Modification and Extension of Credit Agreement dated as of March 15,
1998 between Lender and Borrower, as further modified by that certain
Modification of Credit Agreement between Borrower and Lender dated as of June
18, 1998, as further modified and extended by that certain Modification and
Extension of Credit Agreement between Borrower and Lender dated as of March 29,
1999 and as further modified and extended by that certain Modification and
Extension of Credit Agreement between Borrower and Lender dated April 14, 2000
and as further modified and extended by that certain Modification and Extension
of Credit Agreement of even date herewith being hereinafter referred to as the
"CREDIT AGREEMENT"); and

                  WHEREAS, the Note is secured by, inter alia, those certain
Mortgages, Assignments of Leases, Security Agreements and Fixture Filings, each
dated March 15, 1995 (as heretofore amended, collectively, the "MORTGAGES"), in
the original principal amount of $30,000,100.00 (except for the 59th Street
Mortgage) and given by (i) Alexander's, Inc. to Lender and recorded on March 22,
1995 in the Office of the City Register, Bronx County in Reel 1310, Page 1, (ii)
Seven Thirty One Limited Partnership to Lender (original principal amount of
$30,000,000.00) and recorded on March 20, 1995 in the Office of the City
Register, New York County in Reel 2192, Page 1291 (the "59TH STREET MORTGAGE"),
(iii) Alexander's, Inc. to Lender and recorded on March 17, 1995 in the Office
of the City Register, Queens County in Reel 4088, Page 0615, (iv) Alexander's,
Inc. to Lender and recorded on March 17, 1995 in the Office of the City
Register, Queens County in Reel 4088, Page 659 and (v) Alexander's Department
Stores of New Jersey, Inc. to Lender and recorded
   2
on March 17, 1995 in the Office of the County Clerk, Bergen County, New Jersey
in Book 8953, Page 802; and

                  WHEREAS, simultaneously herewith, the parties hereto have
amended the Mortgages to extend the maturity date of the Loan evidenced by the
Note and to make conforming changes therein in accordance with the Modification
and Extension of Credit Agreement of even date herewith between Borrower and
Lender.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  1. The following phrase is added at the end of the second
sentence of the Note Preamble (the sentence beginning with the phrase "As used
in this Note, the term Credit Agreement"): ", as further amended by Modification
and Extension of Credit Agreement dated as of March 29, 1999 between Maker and
the Lender and as further amended by Modification and Extension of Credit
Agreement dated as of April 14, 2000 between Maker and the Lender and as further
amended by Modification and Extension of Credit Agreement dated as of April 27,
2001 ." As used herein, the "Note Preamble" shall mean the paragraph of the Note
beginning with the phrase "FOR VALUE RECEIVED."

                  2. Borrower hereby acknowledges and agrees that there is now
owing under the Note the current outstanding principal balance of TWENTY MILLION
and 00/100 DOLLARS ($20,000,000.00). The aforesaid sum is owing by Borrower to
Lender without claim, defense, offset or counterclaim of any kind or nature
whatsoever.

                  3. The phrase "to but excluding March 15, 2001 (the "MATURITY
DATE")," appearing in the second and third line of Section 2 on the first page
of the Note, shall be replaced with the following: "to but excluding MARCH 15,
2002 (the "MATURITY DATE")".

                  4. All references in the Note to the Credit Agreement shall
henceforth be deemed to refer to the Credit Agreement as defined in this
Agreement. Terms not otherwise defined in this Agreement shall have the
respective meanings ascribed to them in the Credit Agreement.

                  5. Except as herein amended, the terms and provisions of the
Note shall, in all other respects, remain unmodified, are hereby ratified and
reaffirmed, and shall remain in full force and effect.

                  6. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument.

                  7. This Agreement shall be binding upon and shall inure to the
benefit of Borrower and Lender and their respective successors and assigns. This
Agreement shall be governed by the law of the State of New York. This Agreement
may not be modified orally, but only by a writing executed by both parties
hereto.

                                      - 2 -
   3
                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.

                                        FIRST UNION NATIONAL BANK

                                        By:       /s/ William H. Bermingham
                                                --------------------------------
                                                Name: William H. Bermingham
                                                Title: Vice President

                                        ALEXANDERS, INC.

                                        By:       /s/ Joseph Macnow
                                                --------------------------------
                                                Name: Joseph Macnow
                                                Title: Executive Vice President

                                      - 3 -
   4
STATE OF New York          )
                           )  ss.:
COUNTY OF New York         )

         On the 27th day of April in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared William H. Bermingham
, personally known to me or proved to me on the basis of satisfactory evidence
to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

                                         /s/ Lawrence R. Priola
                                     -------------------------------------------
                                              Notary Public
                                              Lawrence R. Priola
                                              Notary Public, State of New York
                                              No. 4841047
                                              Qualified in Suffolk County
                                              Commission Expires March 30, 2003
   5
STATE OF New Jersey        )
                           )  ss.:
COUNTY OF Bergen           )

         On the 20th day of April in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared Joseph Macnow,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

                                              /s/  Deborah Anthony
                                             --------------------------------
                                             Notary Public
                                             Deborah Anthony
                                             Notary Public of New Jersey
                                             My Commission Expires Feb. 6, 2006.

   1
                                                               Exhibit 10(i)(D)4

                 MODIFICATION AND EXTENSION OF CREDIT AGREEMENT
                 ----------------------------------------------

                  THIS MODIFICATION AND EXTENSION OF CREDIT AGREEMENT (this
"AGREEMENT") dated as of the 27th day of April, 2001, between ALEXANDER'S, INC.,
a Delaware corporation, having an address at 210 Route 4 East, Paramus, New
Jersey 07652 ("BORROWER") and FIRST UNION NATIONAL BANK (formerly known as First
Fidelity Bank, National Association), having an address at 550 Broad Street,
Newark, New Jersey 07102 ("LENDER").

                                R E C I T A L S:

                  WHEREAS, Lender is the current holder of that certain
Promissory Note dated March 15, 1995 in the original principal amount of
$20,000,000.00 made by Borrower to Lender (as amended by the Note Modification
and Extension Agreement dated as of March 29, 1999 between Borrower and Lender
as modified by Note Modification and Extension Agreement dated April 14, 2000
and as further modified by Note and Modification Agreement of even date
herewith, referred to herein as the "NOTE"), which was executed and delivered in
substitution for the Promissory Note dated March 15, 1995 in the original
principal amount of $30,000,000.00, pursuant to the Note and Mortgage
Modification and Severance Agreement dated June 18, 1998 by and among
Alexander's of Fordham Road, Inc., Alexander's, Inc., Alexander's of Third
Avenue, Inc., Alexander's Rego Park Center, Inc., Alexander's of Rego Park II,
Inc., Alexander's of Rego Park III, Inc., Seven Thirty One Limited Partnership,
Alexander's Department Stores of Lexington Avenue, Inc., Alexander's of
Brooklyn, Inc., Alexander's Department Stores of New Jersey, Inc. and First
Union National Bank;

                  WHEREAS, the Note was made pursuant to that certain Credit
Agreement between Borrower and Lender dated March 15, 1995 ("ORIGINAL CREDIT
AGREEMENT"), which Credit Agreement was amended by (i) letter agreement dated
March 29, 1995 between Lender and Borrower, (ii) two letter agreements between
Lender and Borrower, each dated March 24, 1997, (iii) Modification and Extension
of Credit Agreement dated as of March 15, 1998 between Borrower and Lender, (iv)
Modification of Credit Agreement dated as of June 18, 1998 between Borrower and
Lender, (v) Modification and Extension of Credit Agreement dated as of March 29,
1999 and (vi) Modification and Extension of Credit Agreement dated as of April
14 , 2000 (the "2000 CREDIT AGREEMENT MODIFICATION") between Borrower and Lender
(such Original Credit Agreement, as so modified, the "CREDIT AGREEMENT"), which
Note evidences a loan in the original principal amount of $30,000,100.00 (the
"LOAN") made by Lender to Borrower;

                  WHEREAS, the Note is secured by, inter alia, (A) those certain
Mortgages, Assignments of Leases, Security Agreements and Fixture Filings, each
dated March 15, 1995 (as heretofore amended, collectively, the "MORTGAGES"), in
the original principal amount of $30,000,100.00 (except for the 59th Street
Mortgage) and given by (i) Alexander's, Inc. to Lender and recorded on March 22,
1995 in the Office of the City Register, Bronx County in Reel 1310, Page 1, (ii)
Seven Thirty One Limited Partnership ("59TH STREET OWNER") to Lender (original
principal amount of $30,000,000.00) and recorded on March 20, 1995 in the Office
of the City Register, New York County in Reel 2192, Page 1291(the "59TH STREET
MORTGAGE"), (iii) Alexander's, Inc. to Lender and recorded on March 17, 1995 in
the Office of the City Register, Queens County in Reel 4088, Page 615, (iv)
Alexander's, Inc. to Lender and recorded on March 17, 1995 in the Office of the
City Register, Queens County in Reel 4088, Page 659 and (v) Alexander's
Department Stores of New Jersey, Inc. to Lender and recorded on March 17, 1995
in the Office of the County Clerk, Bergen County, New Jersey in Book 8953, Page
802 and (B) those certain Assignments of Leases and Rents,

   2
each dated March 15, 1995, which are identified on Schedule A annexed hereto and
made a part hereof (the "ASSIGNMENTS OF LEASES AND RENTS"); and

                  WHEREAS, the Note and the Loan are guaranteed by certain
wholly owned subsidiaries of Borrower and the 59th Street Owner pursuant to the
following documents: (i) that certain Guaranty of Payment in favor of Lender
dated as of March 15, 1995 ("1995 GUARANTY") made by Alexander's of Fordham
Road, Inc., Alexander's of Rego Park, Inc., Alexander's of Rego Park II, Inc.,
Alexander's of Rego Park III, Inc., Alexander's of Third Avenue, Inc.,
Alexander's of Flushing, Inc., Alexander's Department Stores of New Jersey, Inc.
and Alexander's Department Stores of Lexington Avenue, Inc. (collectively, the
"1995 GUARANTORS") and the 1998 Released Guarantors (as hereinafter defined) and
(ii) that certain Guaranty dated as of March 29, 1999 made by the 59th Street
Owner (the "1999 GUARANTOR") in favor of Lender (the "1999 GUARANTY" and
together with the 1995 Guaranty and the 1999 Guaranty, collectively, the
"GUARANTY"); and

                  WHEREAS, Alexander's Rego Park Center, Inc. (the "1997
GUARANTOR") executed a Guaranty of Payment in favor of Lender dated March 24,
1997 (the "1997 GUARANTY"), which 1997 Guaranty was later released pursuant to a
letter agreement by and among Borrower, Lender, Alexander's Rego Park Center,
Inc., Alexander's of Rego Park, Inc. and others dated May 12, 1999, which letter
agreement also confirmed the release of Alexander's of Rego Park, Inc. from the
1995 Guaranty (Alexander's Rego Park Center, Inc. and Alexander's of Rego Park,
Inc., collectively, the "1999 RELEASED GUARANTORS");

                  WHEREAS, pursuant to a certain Modification and Reaffirmation
of Guaranty dated as of June 18, 1998, Alexander's of Brooklyn, Inc.,
Alexander's Department Stores of Brooklyn, Inc. and ADMO Realty
Corp.(collectively, the "1998 RELEASED GUARANTORS") were released as guarantors
under the 1995 Guaranty;

                  WHEREAS, in connection with the release by Lender of a
mortgage made by Alexander's of Fordham Road, Inc. (the "2000 RELEASED
GUARANTOR"), covering premises at Fordham Road, Bronx, New York, the 2000
Released Guarantor was released as guarantor under the 1995 Guaranty;

                  WHEREAS, the 1995 Guarantors and the 1999 Guarantor, with the
exclusion of the 1998 Released Guarantors, the 1999 Released Guarantors and the
2000 Released Guarantor, are collectively referred to herein as the
"GUARANTORS;" and

                  WHEREAS, Borrower has requested that Lender extend and modify
the Loan as provided in this Agreement and to amend the terms of the Credit
Agreement and Lender is willing, subject to the terms and conditions hereinafter
set forth, to extend and modify the Loan in the manner hereinafter provided; and

                  WHEREAS, as a condition to Lender executing and delivering
this Agreement, Lender has required that Guarantors reaffirm the Guaranty and
amend the Guaranty to cover all obligations of Borrower to Lender, as modified
by this Agreement, and the Guarantors have agreed to reaffirm the Guaranty as
hereinafter provided; and

                                        2
   3
                  WHEREAS, Borrower and Alexander's Department Stores of
Lexington Avenue, Inc. ("ALEX-LEX") executed a certain Pledge Agreement dated as
of March 15, 1995 by and among Borrower, Alex-Lex and Lender (as modified by the
1999 Credit Modification Agreement, the "PLEDGE AGREEMENT"), to further secure
the Note and the Loan;

                  WHEREAS, as a condition to Lender executing and delivering
this Agreement, Lender has required that Alex-Lex and Borrower reaffirm the
Pledge Agreement and Alex-Lex and Borrower have agreed to reaffirm and amend the
Pledge Agreement as hereinafter provided;

                  WHEREAS, Borrower and 59th Street Owner executed a Pledge and
Security Agreement for Transferrable Development Rights dated as of April 14,
2000, by and among Borrower, 59th Street Owner and Lender ("PLEDGE OF
DEVELOPMENT RIGHTS AGREEMENT") to further secure the Note and the Loan; and

                  WHEREAS, as a condition to Lender executing and delivering
this Agreement, Lender has required that 59th Street Owner and Borrower reaffirm
the Pledge of Development Rights Agreement and 59th Street Owner and Borrower
have agreed to reaffirm the Pledge of Development Rights Agreement as
hereinafter provided.

                  WHEREAS as a condition to Lender executing and delivering this
Agreement, Lender has required that Vornado Lending L.L.C. and Vornado Realty
Trust enter into with Lender a Modification of Subordination and Intercreditor
Agreement of even date herewith (the "2001 INTERCREDITOR AGREEMENT
MODIFICATION");

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1.       EXTENSION OF MATURITY DATE The definition of "Maturity Date"
appearing on page 8 of the Original Credit Agreement is hereby deleted in its
entirety and replaced by the following definition:

                  "'Maturity Date' means MARCH 15, 2002."

         2.       INTEREST RATE.

                  References to the "Maturity Date" in Paragraph 2 of the 2000
Credit Agreement Modification (which is hereby incorporated herein by this
reference), including, without limitation, in the definition of the "2000
Modification Interest Period" as set forth therein shall mean the "Maturity
Date" as defined above, that is, March 15, 2002. The Note shall continue to earn
interest at the "2000 Modification LIBOR-Based Rate" as defined in the 2000
Credit Agreement Modification until the Maturity Date (March 15, 2002), subject
to the provisions of the Credit Agreement and the other Loan Documents as to the
interest rate in effect from and after a default.

         3. PAYMENT OF ACCRUED INTEREST; BORROWER'S ESTOPPEL. Borrower shall pay
to Lender on the date hereof all accrued and unpaid interest to the date hereof
(collectively, the "ACCRUED INTEREST") on the Note (as modified by this
Agreement). Borrower hereby acknowledges and agrees that, after giving credit
for such payment, there is now owing under the Note and the Loan the outstanding
principal balance of TWENTY MILLION and 00/100 DOLLARS ($20,000,000.00).

                                        3
   4
The aforesaid sum is owing by Borrower to Lender without claim, defense, offset
or counterclaim of any kind or nature whatsoever.

         4.       LOAN FEE FOR EXTENSION AND MODIFICATION OF LOAN.
Simultaneously with the execution and delivery of this Agreement, Borrower shall
pay to the Lender, in consideration for Lender agreeing to extend and modify the
Loan in accordance with the terms of this Agreement, a fee equal to $60,000.00.

         5.       REAFFIRMATION OF GUARANTY.   By signing below under the words
"CONFIRMED AND AGREED TO", each of the Guarantors:

                  a. agrees that the term "Loan Documents" as used in the
Guaranty shall henceforth mean (i) all of the "Loan Documents", as defined in
the Original Credit Agreement (as such documents may have heretofore been
modified), (ii) the Note (as heretofore modified and as modified by the Note
Modification and Extension Agreement of even date herewith) (iii) the Mortgages
(as heretofore modified and as modified by the Mortgage Modification and
Extension Agreement of even date herewith), (iv) the Assignments of Lease and
Rents (as modified by amendment of even date herewith), (v) the Credit Agreement
as modified by this Agreement, (vi) the Transferrable Development Rights
Security Agreement (as defined in the 2000 Credit Agreement Modification), (vii)
all other agreements modifying, extending or reaffirming the Loan Documents,
including, without limitation, those documents being executed in connection with
the execution and delivery of this Agreement and (viii) all other documents and
agreements executed or delivered in connection with any of the foregoing
documents and pertaining to the Loan or collateral therefor (all of the
foregoing, collectively referred to herein as the "LOAN DOCUMENTS");

                  b. acknowledges the continuing validity of the Guaranty to
Lender and represents, warrants and confirms the non-existence of any offsets,
defenses or counterclaims to any of its obligations thereunder, and waives any
right to assert any set-off, counterclaim or cross claim of any nature
whatsoever in any litigation relating to the Loan or any of the Loan Documents,
the Guaranty or otherwise with respect to the Loan;

                  c. acknowledges that its execution of this Agreement
constitutes a reaffirmation of its liability under the Guaranty for the
performance of (x) all of Borrower's obligations to Lender under the Loan
Documents, (y) all of the obligations of Borrower and the other mortgagors under
the Mortgages and (z) and any and all obligations of Borrower of any kind and
description, whether now existing or hereafter arising, under or in connection
with swap agreements (as defined in 11 U.S.C. Section 101) between Borrower and
Lender (or an affiliate of Lender);

                  d. represents to Lender that all corporate action necessary to
authorize the execution and delivery of this Agreement by such Guarantor has
been duly and properly taken;

                  e. represents to Lender that such Guarantor is in good
standing under the laws of the state of its incorporation;

                  f. irrevocably and unconditionally waives any and all rights
to trial by jury in any action, suit or counterclaim arising in connection with,
out of or otherwise relating to this Agreement, the Guaranty or any other Loan
Document; and

                                        4
   5
                  g. represents and warrants to Lender that such Guarantor owns
the fee estate with respect to the respective premises set forth opposite the
name of such Guarantor on Schedule B annexed hereto (as such premises are so
identified on Schedule IX of the Original Credit Agreement) and hereby assumes
all of the obligations of the mortgagor(s) under the Mortgage covering such
premises (if such Guarantor did not originally execute such Mortgage as
mortgagor).

         6.       REAFFIRMATION OF PLEDGE AGREEMENT.

                  a.       Borrower and Alex-Lex hereby represent and warrant to
Lender as follows:

                           i. Borrower owns a 1.0% interest (843.50 Units) as a
limited partner in 59th Street Owner (the "ALEX LIMITED PARTNER INTEREST").

                           ii. Alex-Lex owns a 49.0% interest (41,331.50 Units)
as a general partner in 59th Street Owner (the "ALEX-LEX GENERAL PARTNER
INTEREST") and a 50.0% interest (42,175 Units) as a limited partner in 59th
Street Owner (the "ALEX-LEX LIMITED PARTNER INTEREST").

                           iii. The Alex Limited Partner Interest, the Alex-Lex
General Partner Interest and the Alex-Lex Limited Partner Interest constitute in
the aggregate one hundred percent (100%) of the partnership and equity interests
in 59th Street Owner, including, without limitation, all of the interest of the
general partners and limited partners in 59th Street Owner.

                           iv. Borrower continues to own all of the issued and
outstanding capital stock of the Guarantors and Lender has a first priority and
perfected security interest therein.

                  b.       Borrower and Alex-Lex further agree as follows:

                           i. agree that the term "Loan Documents" as used in
the Pledge Agreement shall henceforth mean the "Loan Documents" as such term is
defined in this Agreement.

                           ii. acknowledges the continuing validity of the
Pledge Agreement and represent, warrant and confirm the non-existence of any
offsets, defenses or counterclaims to any of its obligations thereunder, and
waives any right to assert any set-off, counterclaim or cross claim of any
nature whatsoever in any litigation relating to the Loan or any of the Loan
Documents, the Pledge Agreement or otherwise with respect to the Loan;

                           iii. acknowledge that their execution of this
Agreement constitutes a reaffirmation of their obligations under the Pledge
Agreement and that the pledge and security interest granted by Borrower therein
(including, without limitation, the "Shares", as defined in the Pledge
Agreement, and the Alex Limited Partner Interest) and by Alex-Lex (including,
without limitation, the Alex-Lex General Partner Interest and the Alex-Lex
Limited Partner Interest) shall secure, without limitation, the performance of
(x) all of Borrower's obligations to Lender under the Loan Documents, (y) all of
the obligations of Borrower and the other mortgagors under the Mortgages and (z)
and any and all obligations of Borrower of any kind and description, whether now
existing or hereafter arising, under or in connection with swap agreements (as
defined in 11 U.S.C. Section 101) between Borrower and Lender (or an affiliate
of Lender).

                                        5
   6
                  c.       Alex-Lex represents to Lender (i) that all corporate
action necessary to authorize the execution and delivery of this Agreement by
Alex-Lex has been duly and properly taken and Alex-Lex is in good standing under
the laws of the state of its incorporation; and

                  d.       Borrower and Alex-Lex irrevocably and unconditionally
waive any and all rights to trial by jury in any action, suit or counterclaim
arising in connection with, out of or otherwise relating to this Agreement, the
Pledge Agreement or any other Loan Document.

         7.       REAFFIRMATION OF PLEDGE OF DEVELOPMENT RIGHTS AGREEMENT

                  a.       Borrower and 59th Street Owner agree as follows:

                           i. acknowledges the continuing validity of the Pledge
of Development Rights Agreement and represent, warrant and confirm the
non-existence of any offsets, defenses or counterclaims to any of its
obligations thereunder, and waives any right to assert any set-off, counterclaim
or cross claim of any nature whatsoever in any litigation relating to the Loan
or any of the Loan Documents, the Pledge of Development Rights Agreement or
otherwise with respect to the Loan;

                           ii. acknowledge that their execution of this
Agreement constitutes a reaffirmation of their obligations under the Pledge of
Development Rights Agreement and that the pledge and security interest granted
by Borrower therein shall secure, without limitation, the performance of (x) all
of Borrower's obligations to Lender under the Loan Documents, (y) all of the
obligations of Borrower and the other mortgagors under the Mortgages and (z) and
any and all obligations of Borrower of any kind and description, whether now
existing or hereafter arising, under or in connection with swap agreements (as
defined in 11 U.S.C. Section 101) between Borrower and Lender (or an affiliate
of Lender).

                  b. 59th Street Owner represents to Lender (i) that all
corporate action necessary to authorize the execution and delivery of this
Agreement by 59th Street Owner has been duly and properly taken and 59th Street
Owner is in good standing under the laws of the state of its incorporation; and

                  c. Borrower and 59th Street Owner irrevocably and
unconditionally waive any and all rights to trial by jury in any action, suit or
counterclaim arising in connection with, out of or otherwise relating to this
Agreement, the Pledge of Development Rights Agreement or any other Loan
Document.

         8.       PAYMENT OF ACCRUED INTEREST AND CLOSING EXPENSES.

                  a. Simultaneously with the execution and delivery of this
Agreement, Borrower shall pay, in addition to the Accrued Interest, all of the
costs, fees and expenses incurred by the Lender in connection with this
Agreement and the transactions described herein or contemplated hereby,
including, without limitation, (a) all fees and charges incurred or to be
incurred in connection with the recording and/or filing of the documents
executed in connection with the execution of this Agreement and the loan
modification and extension which is the subject of this Agreement and all fees
for the examination of title and updated title searches, Uniform Commercial Code
searches, related charges and all other charges of TitleServ Agency of New York
City, Inc. (collectively,

                                        6
   7
"TITLE EXPENSES") and (b) the fees and disbursements of Lender's counsel,
Herrick, Feinstein LLP, incurred in connection with this transaction ("LENDER'S
LEGAL FEES").

                  b. Notwithstanding anything to the contrary, expressed or
implied, contained in this Agreement or any prior or contemporaneous
correspondence or other communications between Borrower and Lender, at the
option of Lender the extension of the loan contained in this Agreement shall not
be or become effective until Borrower has paid the Accrued Interest, the Title
Expenses and the Lender's Legal Fees.

         9. REAFFIRMATION OF REPRESENTATIONS. Except with respect to Sections
4.01(g) and 4.01(h) of the Original Credit Agreement, Borrower hereby reaffirms
and makes again to Lender, as of the date hereof, all of the representations and
warranties contained in the Credit Agreement and hereby further represents and
warrants to Lender as follows:

                           (a) Borrower is a corporation duly organized and
validly existing under the laws of the State of Delaware and has full power and
authority to execute, deliver and perform its obligations under this Agreement
and any other documents and instruments executed by Borrower in connection with
this Agreement;

                           (b) All corporate action necessary to authorize the
execution, delivery and performance of this Agreement, and any other documents
and instruments executed by Borrower and each Guarantor in connection with this
Agreement, have been duly and properly taken; and

                           (c) Borrower is in good standing under the laws of
the State of Delaware.

         10. BORROWER'S RELEASE OF LENDER. Borrower and each Guarantor hereby
release all claims, demands, and causes of action of any kind or nature against
the Lender which Borrower or such Guarantor, as the case may be, now has or may
have by reason of any matter, cause or thing relating to or arising out of the
Loan or the Loan Documents, to the date of this Agreement.

         11. INTERCREDITOR AGREEMENT Borrower consents and agrees to the 2001
Intercreditor Agreement Modification and the Intercreditor Agreement (as defined
therein) as amended thereby. Borrower agrees not to make any payments under any
Subordinate Indebtedness (as defined in the Intercreditor Agreement as so
amended) to the extent prohibited under the terms of such Intercreditor
Agreement as amended by the 2001 Intercreditor Agreement Modification.

         12. MISCELLANEOUS.

                  a. Terms not otherwise defined in this Agreement shall be
deemed to have the meanings ascribed to them in the Credit Agreement.

                  b. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same instrument and agreement.

                  c. Except as herein amended, the terms and provisions of the
Credit Agreement shall, in all other respects, remain unmodified, are hereby
ratified and reaffirmed, and shall remain in full force and effect.

                                        7
   8
                  d. This Agreement shall be binding upon and shall inure to the
benefit of Borrower, Lender and their respective successors and assigns. This
Agreement shall be governed by the law of the State of New York. This Agreement
may not be modified orally, but only by a writing executed by Borrower and
Lender.

                                        8
   9
                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.

                                     FIRST UNION NATIONAL BANK

                                     By:        /s/ William H. Bermingham
                                              ----------------------------------
                                              Name: William H. Bermingham
                                              Title: Vice President

                                     ALEXANDER'S, INC.

                                     By:        /s/ Joseph Macnow
                                              ----------------------------------
                                              Name: Joseph Macnow
                                              Title:   Executive Vice President

CONFIRMED AND AGREED TO:

ALEXANDER'S, INC.,
ALEXANDER'S OF FLUSHING, INC.,
ALEXANDER'S OF THIRD AVENUE, INC.,
ALEXANDER'S OF REGO PARK II, INC.,
ALEXANDER'S OF REGO PARK III, INC.,
ALEXANDER'S DEPARTMENT STORES OF LEXINGTON AVENUE, INC.,
ALEXANDER'S DEPARTMENT STORES OF NEW JERSEY, INC.

By:         /s/ Joseph Macnow
         -------------------------------
         Name: Joseph Macnow
         Title:   Executive Vice President of each of the above entities

SEVEN THIRTY ONE LIMITED PARTNERSHIP

By:   Alexander's Department Stores of Lexington
      Avenue, Inc., General Partner

         By:        /s/ Joseph Macnow
                  ---------------------------------
                  Name: Joseph Macnow
                  Title:   Executive Vice President
   10
STATE OF New York               )
                        )  ss.:
COUNTY OF New York              )

                  On the 27 day of April in the year 2001, before me, the
undersigned, a Notary Public in and for said State, personally appeared William
H. Bermingham , personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.

                                                  /s/ Lawrence R. Priole
                                                --------------------------------
                                                Notary Public

                               Lawrence R. Priole
                        Notary Public, State of New York
                                   No. 4841047
                           Qualified in Suffolk County
                        Commission Expires March 30, 2003

STATE OF New Jersey                )
                                   )  ss.:
COUNTY OF Bergen                   )

                  On the 20th day of April in the year 2001, before me, the
undersigned, a Notary Public in and for said State, personally appeared Joseph
Macnow , personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her capacity, and
that by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

                                                  /s/ Deborah Anthony
                                                --------------------------------
                                                Notary Public

                                 Deborah Anthony
                           Notary Public of New Jersey
                       My Commission Expires Feb. 6, 2006

                                       10
   11
STATE OF New Jersey                 )
                                    )  ss.:
COUNTY OF Bergen                    )

                  On the 20th day of April in the year 2001, before me, the
undersigned, a Notary Public in and for said State, personally appeared Joseph
Macnow , personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument
and acknowledged to me that he/she executed the same in his/her capacity, and
that by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

                                                  /s/ Deborah Anthony
                                                --------------------------------
                                                Notary Public

                                 Deborah Anthony
                           Notary Public of New Jersey
                       My Commission Expires Feb. 6, 2006
   12
                                   SCHEDULE A

                         ASSIGNMENTS OF LEASES AND RENTS

1.       Assignment of leases and rents made by ALEXANDER'S, INC., as assignor,
         dated as of March 15, 1995 in favor of FIRST FIDELITY BANK, NATIONAL
         ASSOCIATION, as assignee, recorded March 22, 1995 in Reel 1310, Page 48
         in the New York City Register's Office, Bronx County, as modified by
         the Modification of Assignment of Leases and Rents, dated June 18,
         1998, recorded on September 16, 1998, at Reel 1576, Page 2079 in the
         New York City Register's Office, Bronx County, as amended by
         Modification of Assignment of Leases and Rents dated as of March 29,
         1999, recorded on September 30,1999 in Reel 1693, Page 1647 in the New
         York City Register's Office, Bronx County, as amended by Modification
         of Assignment of Leases and Rents dated as of April 14, 2000, recorded
         on September 22, 2000 in Reel 1805, Page 837 in the New York City
         Register's Office, Bronx County.

2.       Assignment of leases and rents made by SEVEN THIRTY ONE LIMITED
         PARTNERSHIP, as assignor, and ALEXANDER'S DEPARTMENT STORES OF
         LEXINGTON AVENUE, INC., as general partner, dated as of March 15, 1995
         in favor of FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as assignee,
         recorded March 20, 1995 in Reel 2192, Page 1334 in the New York City
         Register's Office, New York County, as modified by the Modification of
         Assignment of Leases and Rents, dated June 18, 1998, recorded on
         September 10, 1998, in Reel 2703, Page 1753 in the New York City
         Register's Office, New York County, as amended by Modification of
         Assignment of Leases and Rents dated as of March 29, 1999 and recorded
         April 20, 1999 in Reel 2859, Page 212 in the New York City Register's
         Office, New York County, as amended by Modification of Assignment of
         Leases and Rents dated as of April 14, 2000, recorded on April 3, 2001
         in Reel 3264, Page 1845 in the New York City Register's Office, New
         York County.

3.       Assignment of leases and rents made by ALEXANDER'S, INC., as assignor,
         dated as of March 15, 1995 in favor of FIRST FIDELITY BANK, NATIONAL
         ASSOCIATION, as assignee, recorded March 17, 1995 in Reel 4088, Page
         705 in the New York City Register's Office, Queens County, as modified
         by the Modification of Assignment of Leases and Rents, dated June 18,
         1998, recorded on July 21, 1998, at Reel 4920, Page 1699 in the New
         York City Register's Office, Queens County and also recorded on July
         21, 1998 at page 1690 and 1708 in Queens County, as amended by
         Modification of Assignment of Leases and Rents dated as of March 29,
         1999, recorded on May 14, 1999 in Reel 5233, Page 1867 in New York City
         Register's Office, Queens County, as amended by Modification of
         Assignment of Leases and Rents dated as of April 14, 2000, recorded on
         August 25, 2000 in Reel 5666, Page 137 in New York City Register's
         Office, Queens County.

4.       Assignment of leases and rents made by ALEXANDER'S DEPARTMENT STORES OF
         NEW JERSEY, INC., as assignor, dated as of March 15, 1995 in favor of
         FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as assignee, recorded March
         17, 1995 in Mortgage Book 8953 Page 849 in the Office of the County
         Clerk, Bergen County, as amended by Modification of Assignment of
         Leases and Rents dated as of
   13
         March 29, 1999, recorded on April 9, 1999 in Mortgage Book 937, page
         161 in the Office of the County Clerk, Bergen County as amended by
         Modification of Assignment Leases and Rents dated as of April 14, 2000,
         recorded on August 11, 2000 in Mortgage Book 949, Page 604 in the
         Office of the County Clerk, Bergen County.

                                        2
   14
                                   SCHEDULE B

                    PROPERTIES OWNED BY RESPECTIVE GUARANTORS

      NAME OF GUARANTOR                                    PROPERTY OWNED
      -----------------                                    --------------
                                                    
Alexander's of Rego Park II, Inc.                      Rego Park II Property

Alexander's of Rego Park III, Inc.                     Rego Park III  Property

Alexander's of Third Avenue, Inc.                      Third Avenue Property

Alexander's of Flushing, Inc.                          ground lease position with respect to 136-20
                                                       through 136-30 Roosevelt Avenue, Flushing,
                                                       New York (Block 5019, Lot 5)

Alexander's Department Stores of New                   Paramus Property
       Jersey, Inc.

Alexander's Department Stores of                       N/A
       Lexington Avenue, Inc.

Seven Thirty One Limited Partnership                   59th Street Property

   1

                   ALEXANDER'S KINGS PLAZA, LLC, as mortgagor

                     ALEXANDER'S OF KINGS, LLC, as mortgagor

                                       and

                        KINGS PARKING, LLC, as mortgagor
                            (collectively, Borrower)

                                       to

             MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as mortgagee
                                    (Lender)

                       AMENDED, RESTATED AND CONSOLIDATED
                                  MORTGAGE AND
                               SECURITY AGREEMENT

                          Dated: May 31, 2001

                          Location: Kings Plaza Shopping Center
                          Brooklyn, New York

                          Block: 8470
                          Lots: 1, 50, 55 and 114
                          County: Kings

                          PREPARED BY AND UPON
                          RECORDATION RETURN TO:

                          CADWALADER, WICKERSHAM & TAFT
                          100 Maiden Lane
                          New York, New York 10038

                          Attention: William P. McInerney, Esq.

                          File No.: 41853.017

THIS MORTGAGE DOES NOT COVER REAL PROPERTY PRINCIPALLY IMPROVED BY ONE OR MORE
STRUCTURES CONTAINING IN THE AGGREGATE NOT MORE THAN SIX RESIDENTIAL DWELLING
UNITS, EACH DWELLING UNIT HAVING ITS OWN COOKING FACILITIES.
   2

                                TABLE OF CONTENTS

                                                                                                                 PAGE

                                   ARTICLE I

                               GRANTS OF SECURITY

Section 1.1         Property Mortgaged...........................................................................    3
Section 1.2         Assignment of Leases and Rents...............................................................    6
Section 1.3         Security Agreement...........................................................................    6
Section 1.4         Pledge of Monies Held........................................................................    6

                                   ARTICLE II

                          DEBT AND OBLIGATIONS SECURED

Section 2.1         Debt.........................................................................................    7
Section 2.2         Other Obligations............................................................................    7
Section 2.3         Debt and Other Obligations...................................................................    7
Section 2.4         Payments.....................................................................................    8
Section 2.5         Release of Parking Land......................................................................    8

                                   ARTICLE III

                               BORROWER COVENANTS

Section 3.1         Payment of Debt..............................................................................    8
Section 3.2         Incorporation by Reference...................................................................    8
Section 3.3         Insurance....................................................................................    9
Section 3.4         Payment of Taxes, Etc........................................................................   13
Section 3.5         Escrow Fund..................................................................................   13
Section 3.6         Condemnation.................................................................................   14
Section 3.7         Leases and Rents.............................................................................   15
Section 3.8         Maintenance of Property......................................................................   19
Section 3.9         Waste........................................................................................   20
Section 3.10        Compliance With Laws.........................................................................   20
Section 3.11        Books and Records............................................................................   21
Section 3.12        Payment For Labor and Materials..............................................................   24
Section 3.13        Performance of Other Agreements..............................................................   25
Section 3.14        Alterations..................................................................................   25
Section 3.15        Non-Consolidation Opinion....................................................................   26
Section 3.16        Management...................................................................................   26
Section 3.17        Additional Collateral/Letter of Credit.......................................................   27
Section 3.18        Ground Lease.................................................................................   30

                                      -i-
   3

                                                                                                                 
Section 3.19        Ground Lease Escrow Fund.....................................................................   31
Section 3.20        No Merger of Fee and Leasehold Estates; Releases.............................................   31
Section 3.21        Kings LLC's Acquisition of Fee Estate........................................................   32
Section 3.22        Rejection of the Ground Lease................................................................   32
Section 3.23        Subleases....................................................................................   33
Section 3.24        Principal Place of Business; State of Organization...........................................   33
Section 3.25        Overhang Lease...............................................................................   33
Section 3.26        Reserve Funds, Generally.....................................................................   36

                                   ARTICLE IV

                                SPECIAL COVENANTS

Section 4.1         Property Use.................................................................................   37
Section 4.2         ERISA........................................................................................   37
Section 4.3         Single Purpose Entity........................................................................   38
Section 4.4         Restoration..................................................................................   41

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

Section 5.1         Warranty of Title............................................................................   46
Section 5.2         Authority....................................................................................   46
Section 5.3         Legal Status and Authority...................................................................   47
Section 5.4         Validity of Documents........................................................................   47
Section 5.5         Litigation...................................................................................   47
Section 5.6         Status of Property...........................................................................   47
Section 5.7         No Foreign Person............................................................................   48
Section 5.8         Separate Tax Lot.............................................................................   48
Section 5.9         ERISA Compliance.............................................................................   49
Section 5.10        Intentionally Deleted........................................................................   49
Section 5.11        Financial Condition..........................................................................   49
Section 5.12        Business Purposes............................................................................   49
Section 5.13        Taxes........................................................................................   49
Section 5.14        Mailing Address..............................................................................   50
Section 5.15        No Change in Facts or Circumstances..........................................................   50
Section 5.16        Non-Consolidation Opinion Assumptions........................................................   50
Section 5.17        Federal Reserve Regulations..................................................................   50
Section 5.18        Illegal Activity.............................................................................   50
Section 5.19        Contracts....................................................................................   50
Section 5.20        Investment Company Act.......................................................................   50
Section 5.21        Disclosure...................................................................................   51
Section 5.22        Principal Place of Business; State of Organization...........................................   51
Section 5.23        Illegal Activity/Forfeiture..................................................................   51
Section 5.24        Permitted Exceptions.........................................................................   51

                                      -ii-
   4

                                                                                                                 
Section 5.25        Ground Lease.................................................................................   51
Section 5.26        Overhang Lease...............................................................................   52

                                   ARTICLE VI

                            OBLIGATIONS AND RELIANCES

Section 6.1         Relationship of Borrower and Lender..........................................................   53
Section 6.2         No Reliance on Lender........................................................................   53
Section 6.3         No Lender Obligations........................................................................   53
Section 6.4         Reliance.....................................................................................   54

                                   ARTICLE VII

                               FURTHER ASSURANCES

Section 7.1         Recording of Security Instrument, Etc........................................................   54
Section 7.2         Further Acts, Etc............................................................................   54
Section 7.3         Changes in Tax, Debt Credit and Documentary Stamp Laws.......................................   55
Section 7.4         Estoppel Certificates........................................................................   55
Section 7.5         Flood Insurance..............................................................................   56
Section 7.6         Splitting of Security Instrument.............................................................   56
Section 7.7         Replacement Documents........................................................................   56

                                  ARTICLE VIII

                             DUE ON SALE/ENCUMBRANCE

Section 8.1         Transfer Definitions.........................................................................   56
Section 8.2         No Sale/Encumbrance..........................................................................   57
Section 8.3         Permitted Transfers..........................................................................   58
Section 8.4         Lender's Rights..............................................................................   60

                                   ARTICLE IX

                                   PREPAYMENT

Section 9.1         Prepayment...................................................................................   60
Section 9.2         Prepayment on Casualty or Condemnation.......................................................   60

                                    ARTICLE X

                                     DEFAULT

Section 10.1        Events of Default............................................................................   61
Section 10.2        Late Payment Charge..........................................................................   64

                                       -iii-
   5

                                                                                                                 
Section 10.3        Default Interest.............................................................................   64

                                   ARTICLE XI

                               RIGHTS AND REMEDIES

Section 11.1        Remedies.....................................................................................   64
Section 11.2        Application of Proceeds......................................................................   67
Section 11.3        Right to Cure Defaults.......................................................................   67
Section 11.4        Actions and Proceedings......................................................................   67
Section 11.5        Recovery of Sums Required To Be Paid.........................................................   67
Section 11.6        Examination of Books and Records.............................................................   67
Section 11.7        Other Rights, Etc............................................................................   67
Section 11.8        Right to Release Any Portion of the Property.................................................   68
Section 11.9        Violation of Laws............................................................................   68
Section 11.10       Recourse and Choice of Remedies..............................................................   68
Section 11.11       Right of Entry...............................................................................   69

                                   ARTICLE XII

                              ENVIRONMENTAL HAZARDS

Section 12.1        Environmental Representations and Warranties.................................................   69
Section 12.2        Environmental Covenants......................................................................   71
Section 12.3        Lender's Rights..............................................................................   72

                                  ARTICLE XIII

                                 INDEMNIFICATION

Section 13.1        General Indemnification......................................................................   73
Section 13.2        Mortgage and/or Intangible Tax...............................................................   74
Section 13.3        ERISA Indemnification........................................................................   74
Section 13.4        Environmental Indemnity......................................................................   74
Section 13.5        Duty to Defend; Attorneys' Fees and Other Fees and Expenses..................................   74

                                   ARTICLE XIV

                                     WAIVERS

Section 14.1        Waiver of Counterclaim.......................................................................   75
Section 14.2        Marshalling and Other Matters................................................................   75
Section 14.3        Waiver of Notice.............................................................................   75
Section 14.4        Waiver of Foreclosure Defense................................................................   75
Section 14.5        Sole Discretion of Lender....................................................................   75
Section 14.6        Survival.....................................................................................   75

                                      -iv-
   6

                                                                                                                 
Section 14.7        WAIVER OF TRIAL BY JURY......................................................................   76

                                   ARTICLE XV

                                   EXCULPATION

Section 15.1        Exculpation..................................................................................   76

                                   ARTICLE XVI

                                     NOTICES

Section 16.1        Notices......................................................................................   76

                                  ARTICLE XVII

                               SERVICE OF PROCESS

Section 17.1        Consent to Service...........................................................................   78
Section 17.2        Submission to Jurisdiction...................................................................   78
Section 17.3        Jurisdiction Not Exclusive...................................................................   78

                                  ARTICLE XVIII

                                 APPLICABLE LAW

Section 18.1        Choice of Law................................................................................   78
Section 18.2        Usury Laws...................................................................................   79
Section 18.3        Provisions Subject to Applicable Law.........................................................   79

                                   ARTICLE XIX

                                SECONDARY MARKET

Section 19.1        Transfer of Loan.............................................................................   79
Section 19.2        Cooperation..................................................................................   79
Section 19.3        Reserves/Escrows.............................................................................   79
Section 19.4        Servicer.....................................................................................   80

                                   ARTICLE XX

                                      COSTS

Section 20.1        Performance at Borrower's Expense............................................................   80
Section 20.2        Attorney's Fees for Enforcement..............................................................   80

                                       -v-
   7

                                   ARTICLE XXI

                                   DEFINITIONS

Section 21.1        General Definitions..........................................................................   81

                                  ARTICLE XXII

                            MISCELLANEOUS PROVISIONS

Section 22.1        No Oral Change...............................................................................   81
Section 22.2        Liability....................................................................................   81
Section 22.3        Inapplicable Provisions......................................................................   81
Section 22.4        Headings, Etc................................................................................   81
Section 22.5        Duplicate Originals; Counterparts............................................................   81
Section 22.6        Number and Gender............................................................................   82
Section 22.7        Subrogation..................................................................................   82
Section 22.8        Future Assignment of Mortgage................................................................   82
Section 22.9        Brokers......................................................................................   83
Section 22.10       Withholdings.................................................................................   83

                                  ARTICLE XXIII

                         ADDITIONAL NEW YORK PROVISIONS

Section 23.1        Controlling Provisions.......................................................................   84
Section 23.2        Commercial Property..........................................................................   84
Section 23.3        Maximum Principal Indebtedness...............................................................   84
Section 23.4        Insurance Proceeds...........................................................................   84
Section 23.5        Trust Fund...................................................................................   84
Section 23.6        Section 291-f Agreement......................................................................   84

                                      -vi-
   8

                             EXHIBITS AND SCHEDULES

                                
EXHIBIT A-1                 --        Description of the Fee Land

EXHIBIT A-2                 --        Description of the Overhang Leased Land

EXHIBIT A-3                 --        Description of the City Leased Land

EXHIBIT A-4                 --        Description of Parking Land

EXHIBIT B                   --        Description of Mortgages

EXHIBIT C                   --        Form of SNDA

SCHEDULE I                  --        Litigation

                                     -vii-

   9
                                                              Exhibit 10(v) A1

                  THIS AMENDED, RESTATED AND CONSOLIDATED MORTGAGE AND SECURITY
AGREEMENT (this "SECURITY INSTRUMENT") is made as of the 31st day of May, 2001,
by ALEXANDER'S KINGS PLAZA, LLC ("PLAZA LLC"), a Delaware limited liability
company, ALEXANDER'S OF KINGS, LLC ("KINGS LLC"), a Delaware limited liability
company, and KINGS PARKING, LLC ("PARKING LLC"), a Delaware limited liability
company, each having its principal place of business at c/o Vornado Realty
Trust, 210 Route 4 East, Paramus, New Jersey 07652, as mortgagor (Plaza LLC,
Kings LLC and Parking LLC are collectively referred to as "BORROWER") to MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, a New York banking corporation, having an
address at 60 Wall Street, New York, New York 10260, as mortgagee ("LENDER").

                                    RECITALS:

                  WHEREAS, Plaza LLC is the fee simple owner of the real
property described in Exhibit A-1 attached hereto and made a part hereof (the
"FEE LAND") and the improvements located thereon and of the leasehold estate and
all of tenant's right, title, interest, privileges and options created by that
certain Lease dated as of February 1, 1970, as assigned by the Assignment and
Assumption of Tenant's Interest in the Overhang Leases from Kings Plaza Shopping
Center of Avenue U, Inc. to Alexander's Department Stores of Brooklyn, Inc.
dated June 18, 1998, as amended by Amendment to Macy's Overhang Lease dated July
18, 1998 and as further assigned by the Assignment and Assumption of Tenant's
Interest in the Overhang Leases from Alexander's Department Stores of Brooklyn,
Inc. to Alexander's Kings Plaza Center, Inc. dated June 18, 1998 (as amended,
modified, extended, assigned and assumed or supplemented from time to time the
"OVERHANG LEASE"), together with all of Plaza LLC's right, title and interest in
and to the land described on Exhibit A-2 attached hereto and made a part hereof
and the improvements thereon demised pursuant to the Overhang Lease (the
"OVERHANG LEASED LAND");

                  WHEREAS, Kings LLC is the owner of that certain leasehold
estate and all of tenant's right, title, interest, privileges and options
created by that certain Indenture between The City of New York, a municipal
corporation existing under the laws of the State of New York, dated as of
November 29, 1967, as amended by an Amendment of Indenture dated September 19,
1969, and assigned by U&F Realty Corp. to Kings Plaza Shopping Center of
Flatbush Avenue, Inc. and Kings Plaza Shopping Center of Avenue U, Inc. pursuant
to an Assignment and Assumption Agreement dated January 27, 1970, as further
amended by letter agreement dated May 25, 1972 and by Agreement dated May 25,
1976 and as further assigned by Kings Plaza Shopping Center of Flatbush, Inc. to
Alexander's Department Stores of Brooklyn, Inc., pursuant to an Assignment and
Assumption of City Lease dated as of June 18, 1998 covering Block 8470, p/o 50
and part of Lot 1, Brooklyn, New York (as amended, modified, extended, assigned
and assumed or supplemented from time to time, the "GROUND LEASE"), together
with all of Kings LLC's right, title and interest in and to the land described
on Exhibit A-3 attached hereto and made a part hereof and the improvements
thereon demised pursuant to the Ground Lease (the "CITY LEASED LAND").

   10

                  WHEREAS, Parking LLC is the fee simple owner of the real
property described in Exhibit A-4 attached hereto and made a part hereof and the
improvements located thereon (the "PARKING LAND");

                  WHEREAS, Lender is the owner and holder of certain mortgages
covering the fee and leasehold estates in the Land as more particularly
described on Exhibit B attached hereto (hereinafter referred to as the "ORIGINAL
MORTGAGES") and of the notes, bonds or other obligations secured thereby
(hereinafter referred to as the "ORIGINAL NOTES");

                  WHEREAS, there is now owing on the Original Notes and the
Original Mortgages the unpaid principal sum of One Hundred Fifteen Million Two
Hundred Nine Thousand Five Hundred Ninety Two and No/100 Dollars
($115,209,592.00), together with interest;

                  WHEREAS, in connection with the making of a loan by Lender to
Borrower, Borrower has made that certain Mortgage Note dated the date hereof in
the principal amount of One Hundred Seven Million Seven Hundred Ninety Thousand
Four Hundred Eight and No/100 Dollars ($107,790,408.00) in favor of Lender (the
"NEW NOTE"), which New Note has an outstanding principal balance of One Hundred
Seven Million Seven Hundred Ninety Thousand Four Hundred Eight and No/100
Dollars ($107,790,408.00), together with interest;

                  WHEREAS, the New Note is secured by, among other things, that
certain Mortgage dated as of the date hereof made by Borrower to Lender
encumbering the Premises, a copy of which is to be recorded in the Office of the
City Register, Kings County, New York prior to the recording of this Security
Instrument (the "NEW MORTGAGE");

                  WHEREAS, contemporaneously with the execution and delivery of
this Security Instrument, Borrower has executed and delivered to Lender a
certain Amended, Restated and Consolidated Promissory Note in the aggregate
principal amount of Two Hundred Twenty Three Million And No/100 Dollars
($223,000,000.00) (as the same may be amended, restated, replaced, supplemented,
substituted or otherwise modified from time to time, the "NOTE"), which Note
evidences, and amends, restates and consolidates into one indebtedness all
amounts presently due and owing in respect of the Original Notes and the New
Note, and secured by the Original Mortgages and the New Mortgage; and

                  WHEREAS, Borrower and Lender have agreed in the manner
hereinafter set forth (i) to spread the Original Mortgages and the New Mortgage
and the respective liens thereof over those portions of the Property (as
hereinafter defined) not already covered thereby, (ii) to combine, consolidate
and coordinate the Original Mortgages and the New Mortgage and the respective
liens thereof, as spread, into one unified lien in the aggregate principal
amount of Two Hundred Twenty Three Million And No/100 Dollars ($223,000,00.00)
encumbering the Property (hereinafter defined) and (iii) to modify, amend and
restate the terms and provisions of the Original Mortgages and the New Mortgage
in their entirety.

                                      -2-
   11

                  NOW, THEREFORE, in consideration of the foregoing recitals,
which are incorporated into the operative provisions of this Security Instrument
by this reference, and for other good and valuable consideration, the receipt
and adequacy of which are hereby conclusively acknowledged, Borrower hereby
represents and warrants to and covenants and agrees with Lender as follows:

                  A.      Mortgage Spreader. The Original Mortgages and the New
Mortgage and the respective liens thereof are hereby spread over those portions
of the Property not already covered thereby.

                  B.      Mortgage Consolidation. The Original Mortgages and
the New Mortgage and the respective liens thereof, as spread in accordance with
Paragraph A above, are hereby combined and consolidated so that together they
shall hereafter constitute in law but one mortgage, a single lien, covering the
Property and securing the aggregate principal sum of Two Hundred Twenty Three
Million And No/100 Dollars ($223,000,000.00), together with interest thereon as
provided in the Note.

                  C.      Outstanding Indebtedness. The aggregate outstanding
indebtedness evidenced by the Note and secured by this Security Instrument is in
the amount of Two Hundred Twenty Three Million And No/100 Dollars
($223,000,000.00), it being understood that no interest under the Note is
accrued and unpaid for the period prior to the date hereof, but that interest
shall accrue from and after the date hereof at the rate or rates provided in the
Note.

                  D.      Amendment and Restatement. The Original Mortgages are
hereby consolidated and completely amended and restated to read as follows:

                                   ARTICLE I

                               GRANTS OF SECURITY

                  Section 1.1 Property Mortgaged. Borrower does hereby
irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer
and convey to Lender, and grant a security interest to Lender in, the following
property, rights, interests and estates now owned, or hereafter acquired by
Borrower (collectively, the "PROPERTY"):

                  (a) Ground Lease. The Ground Lease and the leasehold estate
created thereby in and to the Property and City Leased Land, together with all
modifications, extensions and renewals of the Ground Lease and all credits,
deposits (including, without limitation, any deposit of cash or securities or
any other property which may be held to secure Borrower's performance of its
obligations under the Ground Lease), options, privileges and rights of Borrower
as tenant under the Ground Lease, including, but not limited to, the right, if
any, to renew or extend the Ground Lease for a succeeding term or terms;

(b) Overhang Lease. The Overhang Lease and the leasehold estate
created thereby in and to the Property and Overhang Leased Land, together with
all modifications, extensions and renewals of the Overhang Lease and all
credits, deposits (including, without limitation, any deposit of cash or
securities or any other property which may be held to secure

                                      -3-
   12

Borrower's performance of its obligations under the Overhang Lease), options,
privileges and rights of Borrower as tenant under the Overhang Lease, including,
but not limited to, the right, if any, to renew or extend the Overhang Lease for
a succeeding term or terms;

                  (c) Land. The Fee Land, the Parking Land and any interest
Borrower may have in the Overhang Leased Land and the City Leased Land
(collectively, the "LAND");

                  (d) Additional Land. All additional lands, estates and
development rights hereafter acquired by Borrower for use in connection with the
Land and the development of the Land and all additional lands and estates
therein which may, from time to time, by supplemental mortgage or otherwise be
expressly made subject to the lien of this Security Instrument;

                  (e) Improvements. The buildings, structures, fixtures,
additions, enlargements, extensions, modifications, repairs, replacements and
improvements now or hereafter erected or located on the Land (the
"IMPROVEMENTS");

                  (f) Easements. All easements, rights-of-way or use, rights,
strips and gores of land, streets, ways, alleys, passages, sewer rights, water,
water courses, water rights and powers, air rights and development rights, and
all estates, rights, titles, interests, privileges, liberties, servitudes,
tenements, hereditaments and appurtenances of any nature whatsoever, in any way
now or hereafter belonging, relating or pertaining to the Land and/or the
Improvements, including, but not limited to, those arising under and by virtue
of the Ground Lease or the COREA (hereinafter defined), and the reversion and
reversions, remainder and remainders, and all land lying in the bed of any
street, road or avenue, opened or proposed, in front of or adjoining the Land,
to the center line thereof and all the estates, rights, titles, interests, dower
and rights of dower, curtesy and rights of curtesy, property, possession, claim
and demand whatsoever, both at law and in equity, of Borrower, in and to the
Land and/or the Improvements, including, but not limited to, those arising under
and by virtue of the Ground Lease, and every part and parcel thereof, with the
appurtenances thereto;

                  (g) Fixtures and Personal Property. All machinery, equipment,
fixtures (including, but not limited to, all heating, air conditioning,
plumbing, lighting, communications and elevator fixtures) and other property of
every kind and nature whatsoever owned by Borrower, or in which Borrower has or
shall have an interest, now or hereafter located upon the Land and the
Improvements, or appurtenant thereto, and usable in connection with the present
or future operation and occupancy of the Land and the Improvements and all
building equipment, materials and supplies of any nature whatsoever owned by
Borrower, or in which Borrower has or shall have an interest, now or hereafter
located upon the Land and the Improvements, or appurtenant thereto, or usable in
connection with the present or future operation and occupancy of the Land and
the Improvements (collectively, the "PERSONAL PROPERTY"), and the right, title
and interest of Borrower in and to any of the Personal Property which may be
subject to any security interests, as defined in the Uniform Commercial Code, as
adopted and enacted by the state or states where any of the Property is located
(the "UNIFORM COMMERCIAL CODE"), superior in lien to the lien of this Security
Instrument and all proceeds and products of the above;

                  (h) Leases and Rents. All leases, subleases and other
agreements affecting the use, enjoyment or occupancy of the Land and/or the
Improvements heretofore or hereafter

                                      -4-
   13
entered into by Borrower and all extensions, amendments and modifications
thereto (the "LEASES"), whether before or after the filing by or against
Borrower of any petition for relief under Creditors Rights Laws (defined in
Article 10 hereof) and all right, title and interest of Borrower, its successors
and assigns therein and thereunder, including, without limitation, any
guaranties of the lessees' obligations thereunder, cash or securities deposited
thereunder to secure the performance by the lessees of their obligations
thereunder and all rents, additional rents, revenues, issues and profits
(including all oil and gas or other mineral royalties and bonuses) from the Land
and the Improvements whether paid or accruing before or after the filing by or
against Borrower of any petition for relief under Creditors Rights Laws (the
"RENTS") and all proceeds, fees, penalties or other receipts from the sale,
termination, surrender or other disposition of the Leases and the right to
receive and apply the Rents to the payment of the Debt;

                  (i) Condemnation Awards. All awards or payments, including
interest thereon, which may heretofore and hereafter be made with respect to the
Property, whether from the exercise of the right of eminent domain (including
but not limited to any transfer made in lieu of or in anticipation of the
exercise of the right), or for a change of grade, or for any other injury to or
decrease in the value of the Property;

                  (j) Insurance Proceeds. All proceeds of and any unearned
premiums on any insurance policies covering the Property, including, without
limitation, the right to receive and apply the proceeds of any insurance,
judgments, or settlements made in lieu thereof, for damage to the Property;

                  (k) Tax Certiorari. Subject to the rights of any tenants under
the Leases, all refunds, rebates or credits in connection with a reduction in
real estate taxes and assessments charged against the Property as a result of
tax certiorari or any applications or proceedings for reduction;

                  (l) Conversion. All proceeds of the conversion, voluntary or
involuntary, of any of the foregoing including, without limitation, proceeds of
insurance and condemnation awards, into cash or liquidation claims;

                  (m) Rights. The right, in the name and on behalf of Borrower,
to appear in and defend any action or proceeding brought with respect to the
Property and to commence any action or proceeding to protect the interest of
Lender in the Property;

                  (n) Agreements. All agreements, contracts, certificates,
instruments, franchises, permits, licenses, plans, specifications and other
documents, now or hereafter entered into, and all rights therein and thereto,
respecting or pertaining to the use, occupation, construction, management or
operation of the Land and any part thereof and any Improvements or respecting
any business or activity conducted on the Land and any part thereof and all
right, title and interest of Borrower therein and thereunder, including, without
limitation, the right, upon the happening of any default hereunder, to receive
and collect any sums payable to Borrower thereunder;

                  (o) Trademarks. All of Borrower's right, title and interest in
all tradenames (excluding the name "Alexander's"), trademarks, servicemarks,
logos, copyrights, goodwill,

                                      -5-
   14
books and records and all other general intangibles relating to or used in
connection with the operation of the Property; and

                  (p) Accounts. All reserves, escrows and deposit accounts which
are required to be established by Borrower for the benefit of Lender pursuant to
the Loan Documents with respect to the Property including, without limitation,
the Lockbox Account (as defined in that certain Cash Management Agreement (the
"CASH MANAGEMENT AGREEMENT"), dated the date hereof, by and among Borrower and
Lender) and all cash, checks, drafts, certificates, securities, investments,
property, instruments and financial assets held therein from time to time and
all proceeds, products, distributions or dividends or substitutions thereon and
thereof.

                  (q) Other Rights. Any and all other rights of Borrower in and
to the items set forth in Subsections 1.1(a) through 1.1(p) above.

                  Section 1.2 Assignment of Leases and Rents. Borrower hereby
absolutely and unconditionally assigns to Lender all of Borrower's right, title
and interest in and to all current and future Leases and Rents; it being
intended by Borrower that this assignment constitutes a present, absolute
assignment and not an assignment for additional security only. Nevertheless,
subject to the terms of this Section 1.2, Section 3.7 hereof and the terms and
conditions of the Cash Management Agreement, Lender grants to Borrower a
revocable license to collect and receive the Rents.

                  Section 1.3 Security Agreement. This Security Instrument is
both a real property mortgage and a "security agreement" within the meaning of
the Uniform Commercial Code. The Property includes both real and personal
property and all other rights and interests, whether tangible or intangible in
nature, of Borrower in the Property. By executing and delivering this Security
Instrument, Borrower hereby grants to Lender, as security for the Obligations
(defined in Section 2.3), a security interest in the Personal Property and other
collateral given as security for the Obligations (whether denominated as part of
the Property or otherwise) to the extent that under applicable law the same
would be governed by the Uniform Commercial Code (collectively, "UCC
COLLATERAL") to the full extent that the Personal Property and other UCC
Collateral may be subject to the Uniform Commercial Code.

                  Section 1.4 Pledge of Monies Held. Borrower hereby pledges to
Lender any and all monies now or hereafter held by Lender, including, without
limitation, any sums deposited in the Escrow Fund (as defined in Section 3.5),
Net Proceeds (as defined in Section 4.4) and Awards (as defined in Section 3.6),
as additional security for the Obligations until expended or applied by
Borrower, or distributed to Borrower by Lender, as provided in this Security
Instrument and the Other Security Documents.

                               CONDITIONS TO GRANT

                  TO HAVE AND TO HOLD the above granted and described Property
unto and to the use and benefit of Lender, and the successors and assigns of
Lender, forever;

                  PROVIDED, HOWEVER, these presents are upon the express
condition that, if Borrower shall well and truly pay to Lender the Debt in full
and shall well and truly perform the

                                      -6-
   15
Other Obligations as set forth in this Security Instrument, these presents and
the estate hereby granted shall cease, terminate and be void.

                                   ARTICLE II

                          DEBT AND OBLIGATIONS SECURED

                  Section 2.1 Debt. This Security Instrument and the grants,
assignments and transfers made in Article 1 are given for the purpose of
securing the following, in such order of priority as Lender may determine in its
sole discretion (the "DEBT"):

                  (a) the payment of the indebtedness evidenced by the Note in
lawful money of the United States of America;

                  (b) the payment of interest, default interest, late charges
and other sums, as provided in the Note, this Security Instrument or the Other
Security Documents (defined below);

                  (c) the payment of the Default Consideration (as defined in
the Note), if any;

                  (d) the payment of all other monies agreed or provided to be
paid by Borrower in the Note, this Security Instrument or the Other Security
Documents;

                  (e) the payment of all sums advanced pursuant to this Security
Instrument to protect and preserve the Property and the lien and the security
interest created hereby; and

                  (f) the payment of all sums advanced and costs and expenses
incurred by Lender in connection with the Debt or any part thereof, any renewal,
extension, or change of or substitution for the Debt or any part thereof, or the
acquisition or perfection of the security therefor, whether made or incurred at
the request of Borrower or Lender.

                  Section 2.2 Other Obligations. This Security Instrument and
the grants, assignments and transfers made in Article 1 are also given for the
purpose of securing the following (the "OTHER OBLIGATIONS"):

                  (a) the performance of all other obligations of Borrower
contained herein;

                  (b) the performance of each obligation of Borrower contained
in any other agreement given by Borrower to Lender which is for the purpose of
further securing the obligations secured hereby, and any amendments,
modifications and changes thereto; and

                  (c) the performance of each obligation of Borrower contained
in any renewal, extension, amendment, modification, consolidation, change of, or
substitution or replacement for, all or any part of the Note, this Security
Instrument or the Other Security Documents.

                  Section 2.3 Debt and Other Obligations. Borrower's obligations
for the payment of the Debt and the performance of the Other Obligations shall
be referred to collectively below as the "OBLIGATIONS."

                                      -7-
   16

                  Section 2.4 Payments. Unless payments are made in the required
amount in immediately available funds at the place where the Note is payable,
remittances in payment of all or any part of the Debt shall not, regardless of
any receipt or credit issued therefor, constitute payment until the required
amount is actually received by Lender in funds immediately available at the
place where the Note is payable (or any other place as Lender, in Lender's sole
discretion, may have established by delivery of written notice thereof to
Borrower) and shall be made and accepted subject to the condition that any check
or draft may be handled for collection in accordance with the practice of the
collecting bank or banks. Acceptance by Lender of any payment in an amount less
than the amount then due shall be deemed an acceptance on account only, and the
failure to pay the entire amount then due shall be and continue to be an Event
of Default (defined below). Notwithstanding anything to the contrary contained
in this Security Instrument, the Note or the Other Security Documents
(hereinafter defined), and provided no Event of Default (hereinafter defined)
has occurred and is continuing, Borrower's obligations with respect to the
monthly payment of principal and interest and amounts due for Taxes (hereinafter
defined) and any other payment reserves established pursuant to this Security
Instrument, the Note or any Other Security Documents shall be deemed satisfied
to the extent sufficient amounts are available in the Lockbox Account
established pursuant to the Cash Management Agreement to satisfy such
obligations on the dates each such payment is required, regardless of whether
any of such amounts are properly applied by Lender.

                  Section 2.5 Release of Parking Land. At any time after the
Lockout Period Expiration Date (as defined in the Note), Borrower may obtain the
release of the Parking Land from the lien of this Security Instrument, upon
satisfaction of the applicable provisions and conditions contained in Article 5
of the Note regarding repayment and defeasance. In the event that the Parking
Land is so released from the lien of this Security Instrument, Lender's consent
shall not be required with respect to modifications of the COREA which relate to
the Parking Land provided that such modifications do not adversely affect
Lender's security for the Loan.

                                   ARTICLE III

                               BORROWER COVENANTS

                  Borrower covenants and agrees that:

                  Section 3.1 Payment of Debt. Borrower will pay the Debt at the
time and in the manner provided in the Note and in this Security Instrument.

                  Section 3.2 Incorporation by Reference. All the covenants,
conditions and agreements contained in (a) the Note and (b) all and any of the
documents, other than the Note and this Security Instrument, now or hereafter
executed by Borrower and/or others and by or in favor of Lender, which wholly or
partially secure or guaranty payment of the Note or are otherwise executed and
delivered in connection with the Loan (such other documents, together with any
and all extensions, renewals, substitutions, replacements, amendments,
modifications and/or restatements thereof, the "OTHER SECURITY DOCUMENTS"), are
hereby made a part of this Security Instrument to the same extent and with the
same force as if fully set forth herein.

                                      -8-
   17

                  Section 3.3 Insurance. (a) Borrower shall obtain and maintain,
or cause to be maintained, insurance for Borrower and the Property providing at
least the following coverages:

                     (i) comprehensive "all risk" insurance on the Improvements
         and the Personal Property, in each case (A) in an amount equal to one
         hundred percent (100%) of the "FULL REPLACEMENT COST," which for
         purposes of this Security Instrument shall mean actual replacement
         value (exclusive of costs of excavations, foundations, underground
         utilities and footings) with a waiver of depreciation, but the amount
         shall in no event be less than the outstanding principal balance of the
         Note; (B) containing an agreed amount endorsement with respect to the
         Improvements and Personal Property waiving all co-insurance provisions;
         (C) providing for no deductible in excess of $100,000; and (D)
         providing coverage for contingent liability from Operation of Building
         Laws, Demolition Costs and Increased Cost of Construction Endorsements
         together with an "Ordinance or Law Coverage" or "Enforcement"
         endorsement if any of the Improvements or the use of the Property shall
         at any time constitute legal non-conforming structures or uses. The
         Full Replacement Cost shall be redetermined from time to time (but not
         more frequently than once in any twelve (12) calendar months) at the
         request of Lender by an appraiser or contractor designated and paid by
         Borrower and approved by Lender, or by an engineer or appraiser in the
         regular employ of the insurer. After the first appraisal, additional
         appraisals may be based on construction cost indices customarily
         employed in the trade. No omission on the part of Lender to request any
         such ascertainment shall relieve Borrower of any of its obligations
         under this Subsection;

                     (ii) commercial general liability insurance against claims
         for personal injury, bodily injury, death or property damage occurring
         upon, in or about the Property, such insurance (A) to be on the
         so-called "occurrence" form with a combined single limit of not less
         than $1,000,000; (B) to continue at not less than the aforesaid limit
         until reasonably required to be changed by Lender in writing by reason
         of changed economic conditions making such protection inadequate; and
         (C) to cover at least the following hazards: (1) premises and
         operations; (2) products and completed operations on an "if any" basis;
         (3) independent contractors; (4) blanket contractual liability for all
         written and oral contracts; and (5) contractual liability covering the
         indemnities contained in Article 13 hereof to the extent the same is
         available;

                     (iii) loss of rents insurance (A) with loss payable jointly
         to Lender and Borrower as their interests appear; (B) covering all
         risks required to be covered by the insurance provided for in
         Subsection 3.3(a)(i); (C) in an amount such that the projected gross
         income from the Property (as reduced to reflect expenses not incurred
         during a period of Restoration) is paid during the entire period that
         it takes to restore the physical loss to the Improvements and the
         Personal Property; and (D) containing an extended period of indemnity
         endorsement which provides that after the physical loss to the
         Improvements and the Personal Property has been repaired, the continued
         loss of income will be insured until such income returns to the same
         level it was prior to the loss, or the expiration of eighteen (18)
         months from the date of the completion of Restoration, whichever first
         occurs, and notwithstanding that the policy may expire prior to the end
         of such period. The amount of such loss of rents insurance shall be
         determined prior to the date hereof and at least once each year
         thereafter based on Borrower's reasonable

                                      -9-
   18
         estimate of the gross income from the Property for the succeeding
         twenty-four month period. All insurance proceeds payable to Lender
         pursuant to this Subsection 3.3(a)(iii) shall be deposited into the
         Lockbox Account and disbursed in accordance with the Cash Management
         Agreement; provided, however, that if such insurance proceeds are
         disbursed to Lender in an amount representing losses for a period in
         excess of one (1) month, then such insurance proceeds shall be held by
         Lender and applied in accordance with the Cash Management Agreement on
         a monthly basis in the amount attributed to the related month by the
         insurance company providing such loss of rents insurance.
         Notwithstanding anything to the contrary contained in this Subsection
         3.3(a)(iii), Borrower shall not be deemed relieved of its obligations
         to pay the obligations secured hereunder on the respective dates of
         payment provided for in the Note except to the extent such amounts are
         actually paid out of the proceeds of such loss of rents insurance;

                     (iv) at all times during which structural construction,
         repairs or alterations are being made with respect to the Improvements
         (A) owner's contingent or protective liability insurance covering
         claims not covered by or under the terms or provisions of the above
         mentioned commercial general liability insurance policy; and (B) the
         insurance provided for in Subsection 3.3(a)(i) written in a so-called
         builder's risk completed value form (1) on a non-reporting basis, (2)
         against all risks insured against pursuant to Subsection 3.3(a)(i), (3)
         including permission to occupy the Property, and (4) with an agreed
         amount endorsement or endorsement waiving co-insurance provisions;

                     (v) workers' compensation, subject to the statutory limits
         of the state in which the Property is located, and employer's liability
         insurance with a limit of at least $1,000,000 per accident and per
         disease per employee, and $1,000,000 for disease aggregate in respect
         of any work or operations on or about the Property, or in connection
         with the Property or its operation (if applicable);

                     (vi) comprehensive boiler and machinery insurance, if
         applicable, in amounts as shall be reasonably required by Lender;

                     (vii) if any portion of the Improvements is at any time
         located in an area identified by the Secretary of Housing and Urban
         Development or any successor thereto as an area having special flood
         hazards pursuant to the National Flood Insurance Act of 1968, the Flood
         Disaster Protection Act of 1973 or the National Flood Insurance Reform
         Act of 1994, as each may be amended, or any successor law (the "FLOOD
         INSURANCE ACTS"), flood hazard insurance in an amount equal to the
         lesser of (A) the principal balance of the Note, and (B) the maximum
         limit of coverage available for the Property under the Flood Insurance
         Acts;

                     (viii) earthquake, sinkhole and mine subsidence insurance,
         if required, in amounts, form and substance reasonably satisfactory to
         Lender, provided that the insurance pursuant to this Subsection (viii)
         shall be on terms consistent with the all risk insurance policy
         required under Subsection 3.3(a)(i);

                     (ix) umbrella liability insurance in an amount not less
         than One Hundred Million and No/100 Dollars ($100,000,000) per
         occurrence on terms consistent with the

                                      -10-
   19
         commercial general liability insurance policy required under Subsection
         3.3(a)(ii) above; and

                     (x) such other insurance and in such amounts as Lender from
         time to time may reasonably request against such other insurable
         hazards which at the time are commonly insured against for property
         similar to the Property located in or around the region in which the
         Property is located.

                     (b) All insurance provided for in Subsection 3.3(a) hereof
shall be obtained under valid and enforceable policies (the "POLICIES" or in the
singular, the "POLICY"), in such forms and, from time to time after the date
hereof, in such amounts as may from time to time be satisfactory to Lender,
issued by financially sound and responsible insurance companies authorized to do
business in the state in which the Property is located and reasonably approved
by Lender (each such insurer shall be referred to below as a "QUALIFIED
INSURER"). The insurance companies must have a general policy rating of A or
better and a financial class of IX or better by A.M. Best Company, Inc. and a
claims paying ability rating of "AA" (or its equivalent) or better by at least
two (2) of the credit rating agencies (each a "RATING AGENCY") rating the
Securities (one of which will be Standard & Poor's if they are rating the
Securities and one of which shall be Moody's Investors Service, Inc. if they are
rating the Securities), or if only one Rating Agency is rating the Securities,
then only by such Rating Agency. Not less than ten (10) days prior to the
expiration dates of the Policies theretofore furnished to Lender pursuant to
Subsection 3.3(a), certified copies of the Policies or renewal certificates of
insurance marked "premium paid" or accompanied by evidence satisfactory to
Lender of payment of the premiums due thereunder (the "INSURANCE PREMIUMS"),
shall be delivered by Borrower to Lender; provided, however, that in the case of
renewal Policies, Borrower may furnish Lender with binders therefor to be
followed by the certified copies of the Policies when issued.

                     (c) Borrower shall be permitted to obtain the insurance
required pursuant to this Security Instrument by the use of an umbrella or
blanket liability or casualty Policy, provided that, in each case, such Policy
is approved in advance in writing by Lender, which approval shall not be
unreasonably withheld or delayed and Lender's interest is included therein as
provided in this Security Instrument and such Policy is issued by a Qualified
Insurer. Except to the extent permitted pursuant to Section 3.3(a) hereof,
Borrower shall not obtain separate insurance concurrent in form or contributing
in the event of loss with that required in Subsection 3.3(a) to be furnished by,
or which may be reasonably required to be furnished by, Borrower. In the event
Borrower obtains separate insurance or an umbrella or a blanket Policy, Borrower
shall notify Lender of the same and shall cause certified copies of each Policy
to be delivered as required in Subsection 3.3(a). Any blanket insurance Policy
shall specifically allocate to the Property the amount of coverage from time to
time required hereunder and shall otherwise provide the same protection as would
a separate Policy insuring only the Property in compliance with the provisions
of Subsection 3.3(a).

                     (d) All Policies of insurance provided for or contemplated
by Subsection 3.3(a), except for the Policy referenced in Subsection 3.3(a)(v),
shall name Lender as an additional insured and Borrower as the insured or
additional insured, as their respective interests may appear, and in the case of
property damage, boiler and machinery, and flood insurance, shall contain a
so-called New York standard non-contributing mortgagee clause in

                                      -11-
   20
favor of Lender providing that the loss thereunder shall be payable jointly to
Lender and Borrower as their interests may appear.

                     (e) All Policies of insurance provided for in Subsection
3.3(a) shall contain clauses or endorsements to the effect that:

                     (i) no act or negligence of Borrower, or anyone acting for
         Borrower, or of any tenant under any Lease or other occupant, or
         failure to comply with the provisions of any Policy which might
         otherwise result in a forfeiture of the insurance or any part thereof,
         shall in any way affect the validity or enforceability of the insurance
         insofar as Lender is concerned;

                     (ii) the Policy shall not be materially changed (other than
         to increase the coverage provided thereby) or cancelled without at
         least thirty (30) days' written notice to Lender and any other party
         named therein as an insured; and

                     (iii) each Policy shall provide that the issuers thereof
         shall give written notice to Lender if the Policy has not been renewed
         ten (10) days prior to its expiration; and

                     (iv) Lender shall not be liable for any Insurance Premiums
         thereon or subject to any assessments thereunder.

                     (f) Borrower shall furnish to Lender annually upon request
by Lender, a statement certified by Borrower or a duly authorized officer of
Borrower of the amounts of insurance maintained in compliance herewith, of the
risks covered by such insurance and of the insurance company or companies which
carry such insurance and, if requested by Lender, verification of the adequacy
of such insurance by an independent insurance broker or appraiser acceptable to
Lender.

                     (g) If at any time Lender is not in receipt of written
evidence that all insurance required hereunder is in full force and effect,
Lender shall have the right, with notice to Borrower to take such action as
Lender deems necessary to protect its interest in the Property, including,
without limitation, the obtaining of such insurance coverage as described in
this Security Instrument, and all expenses incurred by Lender in connection with
such action or in obtaining such insurance and keeping it in effect shall be
paid by Borrower to Lender upon demand and until paid shall be secured by this
Security Instrument and shall bear interest in accordance with Section 10.3
hereof.

                     (h) If the Property shall be damaged or destroyed, in whole
or in material part, by fire or other casualty, Borrower shall give prompt
notice of such damage to Lender and shall promptly commence and diligently
prosecute the completion of the repair and restoration of the Property (other
than tenant improvements required to be restored by tenants pursuant to their
Leases) and shall cause any tenants under Leases at the Property to repair and
restore any tenant improvements damaged by such fire or other casualty to the
extent such tenant is required to perform such repair or restoration pursuant to
the applicable Lease, as nearly as possible to the condition the Property was in
immediately prior to such fire or other casualty, with such alterations as may
be approved by Lender (the "CASUALTY RESTORATION") and otherwise in

                                      -12-
   21
accordance with Section 4.4 of this Security Instrument. Borrower shall pay all
costs of such Casualty Restoration whether or not such costs are covered by
insurance.

                     (i) In the event of a foreclosure of the Security
Instrument or other transfer of title to the Property in extinguishment in whole
or in part of the Debt, all right, title and interest of Borrower in and to the
Policies then in force concerning the Property and all proceeds payable
thereunder shall thereupon vest exclusively in Lender or the purchaser at such
foreclosure or other transferee in the event of such other transfer of title.

                     Section 3.4 Payment of Taxes, Etc. (a) Subject to the
provisions of Section 3.4(b) below, Borrower shall promptly pay all taxes,
assessments, water rates, sewer rents, governmental impositions, and other
charges, including without limitation vault charges and license fees for the use
of vaults, chutes and similar areas adjoining the Land, now or hereafter levied
or assessed or imposed against the Property or any part thereof (the "TAXES"),
all sums now or hereafter levied or assessed or imposed against the Property or
any part thereof (the "OTHER CHARGES"), and all charges for utility services
provided to the Property as same become due and payable. Borrower will deliver
to Lender, promptly upon Lender's request, evidence satisfactory to Lender that
the Taxes, Other Charges and utility service charges have been so paid or are
not then delinquent. Borrower shall not suffer and shall promptly cause to be
paid and discharged of record (or bonded and discharged of record) any lien or
charge whatsoever which may be or become a lien or charge against the Property.
Except to the extent sums sufficient to pay all Taxes and Other Charges have
been deposited with Lender in accordance with the terms of this Security
Instrument, Borrower shall furnish to Lender paid receipts for the payment of
the Taxes and Other Charges prior to the date any interest, penalties or
additional fees are due in connection with any non-payment of such Taxes and
Other Charges.

                     (b) After prior written notice to Lender, Borrower, at its
own expense, may contest by appropriate legal proceeding, promptly initiated and
conducted in good faith and with due diligence, the amount or validity or
application in whole or in part of any of the Taxes or Other Charges, provided
that (i) no Event of Default has occurred and is continuing under the Note, this
Security Instrument or any of the Other Security Documents, (ii) Borrower is not
restricted from doing so under the provisions of any other mortgage, deed of
trust or deed to secure debt affecting the Property, (iii) such proceeding shall
suspend the collection of the Taxes or Other Charges, as applicable, from
Borrower and from the Property or Borrower shall have paid all of the Taxes or
Other Charges, as applicable, under protest, (iv) such proceeding shall be
permitted under and be conducted in accordance with the provisions of any other
instrument to which Borrower is subject and shall not constitute a default
thereunder, (v) neither the Property nor any part thereof or interest therein
will be in any imminent danger of being sold, forfeited, terminated, cancelled
or lost and,(vi) Borrower shall have furnished the security as may be required
in the proceeding, or as may be requested by Lender (but without duplication of
amounts paid pursuant to clause (iii) above), to insure the payment of any
contested Taxes or Other Charges, as applicable, together with all interest and
penalties thereon.

                  Section 3.5 Escrow Fund. In addition to the initial deposits
with respect to Taxes and Insurance Premiums made by Borrower to Lender on the
date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the
tenth day of each calendar month (a) one-twelfth of an amount which would be
sufficient to pay the Taxes payable, or estimated

                                      -13-
   22

by Lender to be payable, during the next ensuing twelve (12) months and (b) at
the option of Lender, if the liability or casualty Policy maintained by Borrower
covering the Property shall not constitute an approved blanket or umbrella
Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which
would be sufficient to pay the Insurance Premiums due for the renewal of the
coverage afforded by the Policies upon the expiration thereof (any initial
deposits plus the amounts in (a) and (b) above shall be called the "ESCROW
FUND"). In the event Lender shall elect to collect payments in escrow for
Insurance Premiums, Borrower shall pay to Lender an initial deposit to be
determined by Lender, in its sole discretion, to increase the amounts in the
Escrow Fund to an amount which, together with anticipated monthly escrow
payments, shall be sufficient to pay all Insurance Premiums and Taxes as they
become due. Borrower agrees to notify Lender immediately of any changes to the
amounts, schedules and instructions for payment of any Taxes and Insurance
Premiums of which it has or obtains knowledge and authorizes Lender or its agent
to obtain the bills for Taxes and Other Charges directly from the appropriate
taxing authority. The Escrow Fund and the payments of interest or principal or
both, payable pursuant to the Note shall be added together and shall be paid as
an aggregate sum by Borrower to Lender. Provided that there are sufficient
amounts in the Escrow Fund and no Event of Default exists, Lender will apply the
Escrow Fund to payments of Taxes and Insurance Premiums required to be made by
Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow
Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to
Sections 3.3 and 3.4 hereof, Lender shall pursuant to a written request from
Borrower, after determining, in its reasonable discretion, the sufficient amount
necessary to pay Taxes and Insurance Premiums when due, return any excess to
Borrower. In allocating such excess, Lender may deal with the person shown on
the records of Lender to be the owner of the Property. If the Escrow Fund is not
sufficient to pay the items set forth in (a) and (b) above, Borrower shall
promptly pay to Lender, upon demand, an amount which Lender shall reasonably
estimate as sufficient to make up the deficiency. Borrower shall pay Lender the
sum of Five Thousand Dollars ($5,000) per year for the servicing of the Escrow
Fund and all other accounts established pursuant to the Cash Management
Agreement. Such sum shall be deducted from the interest income earned on the
Escrow Account, if any, and to the extent such interest income shall not be
sufficient to pay such costs, such costs shall be paid by Borrower promptly on
demand by Lender. Notwithstanding anything to the contrary contained in this
Section 3.5, and provided no Event of Default has occurred and is continuing,
Borrower's obligations to make payments to the Escrow Fund shall be deemed
satisfied to the extent that sufficient funds are deposited in the Lockbox
Account to satisfy such obligations on the date such payment is required,
regardless of whether any such amounts are so applied by Lender.

                     Section 3.6 Condemnation. Borrower shall promptly give
Lender notice of the actual or threatened commencement of any condemnation or
eminent domain proceeding and shall deliver to Lender copies of any and all
papers served in connection with such proceedings. Notwithstanding any taking by
any public or quasi-public authority through eminent domain or otherwise
(including but not limited to any transfer made in lieu of or in anticipation of
the exercise of such taking), and whether or not any Award (as defined herein)
is made available to the Borrower for Restoration in accordance with Section
4.4, Borrower shall continue to pay the Debt at the time and in the manner
provided for its payment in the Note and in this Security Instrument and the
Debt shall not be reduced until any award or payment therefor (an "AWARD") shall
have been actually received and applied by Lender, after the deduction of
expenses of collection, to the reduction or discharge of the Debt. Lender shall
not be limited to the interest

                                      -14-
   23
paid on the award by the condemning authority but shall be entitled to receive
out of the award interest at the rate or rates provided herein or in the Note.
Borrower shall cause the Award to be paid directly to Lender, which Lender will
disburse or apply to the Debt pursuant to Section 4.4 hereof. If the Award is to
be used to reduce or discharge the debt pursuant to Section 4.4, Lender may
apply the Award to the reduction or discharge of the Debt whether or not then
due and payable. In the event that the Property, or any portion thereof is taken
by any condemning authority, Borrower shall promptly proceed to restore, repair,
replace or rebuild the Property (other than tenant improvements required to be
restored by tenants pursuant to their Leases) and shall cause any tenants under
Leases at the Property to restore, repair, replace or rebuild the Property to
the extent such tenant is required to perform such restoration, repair or
replacement pursuant to the applicable Lease, in a workman-like manner to the
extent practicable to be of at least equal value and substantially the same
character as prior to such condemnation or eminent domain proceeding (the
"CONDEMNATION RESTORATION"; the Casualty Restoration and the Condemnation
Restoration collectively referred to as the "RESTORATION") in accordance with
all Applicable Laws (as hereinafter defined) affecting the use, repair and
restoration of the Property. If the Property is sold in a foreclosure, or by a
deed-in-lieu of foreclosure, prior to the receipt by Lender of the Award, Lender
shall have the right, whether or not a deficiency judgment on the Note shall
have been sought, recovered or denied, to receive the Award, or a portion
thereof sufficient to pay the Debt.

                  Section 3.7 Leases and Rents. (a) Borrower shall, or shall
cause the Manager (hereinafter defined) to, manage and operate the Property in a
prudent manner. Borrower may enter into a proposed Lease (including the renewal
or extension of an existing Lease (a "RENEWAL LEASE") without the prior written
consent of Lender, provided such proposed Lease or Renewal Lease is not an
Anchor Lease or a Major Lease (a "NON-MAJOR LEASE") and satisfies the following:
(i) provides for rental rates and terms comparable to existing local market
rates and terms (taking into account the type and quality of the tenant) as of
the date such Lease or Renewal Lease is executed by Borrower (unless, in the
case of a Renewal Lease, the rent payable during such renewal, or a formula or
other method to compute such rent, is provided for in the original Lease), (ii)
is an arms-length transaction with a bona-fide, independent third party tenant,
(iii) does not in any other respect have a materially adverse effect on the
value of the Property or Lender's interest under this Security Instrument, and
(iv) is subject and subordinate to this Security Instrument or will be subject
and subordinate upon execution of an SNDA (defined below), reasonably acceptable
to Lender, and the lessee thereunder agrees to attorn to Lender; provided,
however, the requirement set forth in this clause (iv) shall not be applicable
to a Renewal Lease which exists as of the date hereof which by its terms is not
self-subordinating. All proposed Leases which do not satisfy the requirements
set forth in this Subsection 3.7(a) shall be subject to the prior reasonable
approval of Lender and its counsel. Borrower shall promptly deliver to Lender
(to the extent not previously delivered) copies of all Leases and Renewal Leases
which are entered into pursuant to this subsection, together with Borrower's
certification that it has satisfied all of the conditions of this subsection.

                  (b) Borrower (i) shall observe and perform in all material
respects all the obligations imposed upon the lessor under the Leases; (ii)
shall promptly send copies to Lender of all notices of default which Borrower
shall send or receive under any Anchor Leases or Major Leases; (iii) shall
enforce all of the material terms, covenants and conditions contained in the
Leases upon the part of the lessee thereunder to be observed or performed; (iv)
shall not collect

                                      -15-
   24
any of the Rents more than one (1) month in advance (except security deposits
shall not be deemed Rents collected in advance); (v) shall not execute any other
assignment of the lessor's interest in any of the Leases or the Rents except in
connection with the Debt; and (vi) shall not consent to any assignment of or
subletting under any Anchor Leases or Major Leases not in accordance with their
terms, without the prior written consent of Lender which shall not be
unreasonably withheld. Borrower shall deliver to Lender within five (5) Business
Days after Borrower receives or delivers the same, a copy of each notice of
default or termination that Borrower receives or delivers in connection with any
Major Lease. In addition, Borrower shall deliver to Lender upon the request of
Lender a copy of each notice of default or termination that Borrower receives or
delivers in connection with any Lease other than a Major Lease.

                  (c) Borrower may, without the consent of Lender, amend, modify
or waive the provisions of any Non-Major Lease or reduce rents under, accept a
surrender of space under, or shorten the term of, any Non-Major Lease (including
any guaranty, letter of credit or other credit support with respect thereto),
provided that such action (taking into account, in the case of a termination,
reduction in rent, surrender of space or shortening of term, and the planned
alternative use of the affected space) does not have a materially adverse effect
on the value of the Property and provided that such Lease, as amended, modified
or waived, is otherwise in compliance with the requirements of this Security
Instrument and any subordination agreement binding upon Lender with respect to
such Lease. Borrower may without Lender's consent terminate a Non-Major Lease
for which a tenant has defaulted beyond notice and cure periods. Any amendment,
modification, waiver, termination, rent reduction, space surrender or term
shortening which does not satisfy the requirements set forth in this subsection
shall be subject to the prior approval of Lender and its counsel, at Borrower's
expense.

                  (d) Notwithstanding anything contained herein to the contrary,
Borrower shall not, without the prior written reasonable consent of Lender,
enter into, renew or extend (except in accordance with the terms of the Lease),
amend, modify, waive any provisions of, terminate, reduce rents under, accept a
surrender of space under, or shorten the term of any Anchor Lease or any Major
Lease. The term "ANCHOR LEASE" shall mean (i) the Sears Lease or any Lease
covering the entire premises currently leased to Sears, and (ii) any instrument
guaranteeing or providing credit support for any Anchor Lease. The term "MAJOR
LEASE" shall mean any Lease which (A) provides for rental income representing
five percent (5%) or more of the total rental income for the Property, (B)
covers ten thousand square feet (10,000 s.f.) or more of the total leased space
at the Property, in the aggregate, or (C) provides for a lease term of more than
twenty (20) years including options to renew. Any instrument guaranteeing or
providing credit support for any Major Lease shall also be considered a Major
Lease for the purposes of this Security Instrument.

                  (e) Any fee or payment received by Borrower in connection with
a termination or surrender of all or any part of a Lease shall be paid to Lender
and held and disbursed by Lender pursuant to the terms and conditions of that
certain Tenant Improvement and Leasing Commission Reserve and Security Agreement
executed as of the date hereof between Borrower and Lender.

                  (f) Borrower shall not receive or collect, or permit the
receipt or collection of, any rental or other payments under any Lease more than
one (1) month in advance of the period

                                      -16-
   25
in respect of which they are to accrue, except that (i) in connection with the
execution and delivery of any Lease or of any amendment to any Lease, rental
payments thereunder may be collected and received in advance in an amount not in
excess of one (1) month's rent and a security deposit (including advance rents
as or in lieu of a security deposit) may be required thereunder (provided that
such deposits are maintained in accordance with applicable law and in accordance
with Subsection 3.7(i) hereof), and (ii) Borrower may receive and collect
escalation, percentage rent, additional rent and other charges in accordance
with the terms of each Lease.

                  (g) Borrower shall not enter into any Lease after the date
hereof that does not contain a provision whereby the tenant agrees at the
request and option of Lender either (i) that its Lease shall be subordinate to
this Security Instrument and that the tenant shall attorn under the Lease to any
entity obtaining title to the Property, which subordination and attornment may
be conditioned on delivery of a reasonable and customary nondisturbance
agreement, or (ii) that its Lease shall be senior to this Security Instrument
and that the tenant shall attorn under the Lease to any entity obtaining title
to the Property. Lender shall execute and deliver to the tenant under any Anchor
Lease or Major Lease, or, at Borrower's request, any Non-Major Lease entered
into in compliance with Section 3.7(a) which is actually approved or deemed
approved by Lender, a subordination, non-disturbance and attornment agreement
(an "SNDA") substantially in the form attached hereto as Exhibit C, with such
modifications as Lender may reasonably approve within fifteen (15) Business Days
after such tenant's execution and delivery of the same, provided, that (A)
Borrower has delivered the related Lease or Renewal Lease to Lender on or prior
to the date that the tenant thereunder delivers to Lender the SNDA executed in
connection therewith, and (B) no Event of Default exists hereunder, under the
Note or under the Other Security Documents.

                  (h) Borrower shall be responsible for all reasonable
out-of-pocket expenses incurred by Lender in connection with its review and
approval required pursuant to this Section.

                  (i) Upon the occurrence and during the continuance of an Event
of Default, to the extent permitted by law, Borrower shall promptly deposit with
Lender any and all monies actually received by Borrower as security deposits
under the Leases or credited to tenant by Borrower as a security deposit under a
Lease or sums deposited by Tenants into controlled accounts for the limited
purpose of funding Tenant improvements (the "SECURITY DEPOSITS"). Lender shall
hold the Security Deposits in accordance with the terms of the respective Lease,
and shall only release the Security Deposits in order to return a tenant's
Security Deposit to such tenant if such tenant is entitled to the return of the
Security Deposit under the terms of the Lease and is not otherwise in default
under the Lease. To the extent required by Applicable Laws (defined below),
Lender shall hold the Security Deposits in an interest bearing account selected
by Lender in its sole discretion. In the event Lender is not permitted by law to
hold the Security Deposits, Borrower shall deposit the Security Deposits into an
account with a federally insured institution as approved by Lender.

                  (j) (1) Any (A) Lease or Renewal Lease that requires Lender's
approval and (B) amendment or modification of a Lease that requires Lender's
approval pursuant to this Section 3.7, shall be sent to Lender in an envelope
labeled "PRIORITY" and shall state at the top of the first page in bold
lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF
RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MORTGAGE BETWEEN THE
UNDERSIGNED AND LENDER". The

                                      -17-
   26
economic terms of such Lease, Renewal Lease, amendment or modification, as
applicable (but not the actual Lease or Renewal Lease itself) shall be deemed
approved if simultaneously with such notice Lender receives the Summary
Information (hereinafter defined) and Lender shall not have notified Borrower in
writing of its disapproval (together with a statement of the grounds of such
disapproval) within ten (10) Business Days after Lender has received such
Summary Information. For purposes of this Section 3.7, the "SUMMARY INFORMATION"
need not include the proposed Lease or Renewal Lease but shall be the following:
(i) a summary of the economic terms of such proposed Lease or Renewal Lease or
of the economic terms of an amendment or modification, as applicable, and (ii) a
copy of all written or supporting materials used by Borrower in evaluating the
creditworthiness of the proposed tenant or the requested amendment or
modification.

                  (2) Provided that Lender has approved the Summary Information
pursuant to clause (1) above, any (A) Lease or Renewal Lease that requires
Lender's approval and (B) amendment or modification of a Lease that requires
Lender's approval pursuant to this Section 3.7, shall be sent to Lender in an
envelope labeled "PRIORITY" and shall state at the top of the first page in bold
lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF
RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MORTGAGE BETWEEN THE
UNDERSIGNED AND LENDER". Such Lease, Renewal Lease, amendment or modification
shall be deemed approved if simultaneously with such notice Lender receives the
Approval Document (hereinafter defined) and Lender shall not have notified
Borrower in writing of its disapproval (together with a statement of the grounds
of such disapproval, provided that such disapproval shall not be inconsistent
with Lender's approval of the Summary Information) within ten (10) Business Days
after Lender has received such Lease, Renewal Lease, amendment or modification,
as applicable. For purposes of this Section 3.7, the "APPROVAL DOCUMENT" shall
be the following: (i) a full and complete copy of the Lease, Renewal Lease,
amendment or modification to be approved, (ii) a copy of all written or
supporting materials used by Borrower in evaluating the creditworthiness of the
proposed tenant or the requested amendment or modification, and (iii) a copy of
the Summary Information approved by Lender.

                  (3) Any (A) Lease or Renewal Lease that requires Lender's
approval and (B) amendment or modification of a Lease that requires Lender's
approval pursuant to this Section 3.7 and for which no Summary Information has
been submitted to Lender, shall be sent to Lender in an envelope labeled
"PRIORITY" and shall state at the top of the first page in bold lettering
"LENDER'S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF
THIS NOTICE PURSUANT TO THE TERMS OF A MORTGAGE BETWEEN THE UNDERSIGNED AND
LENDER". Such Lease, Renewal Lease, amendment or modification shall be deemed
approved if simultaneously with such notice Lender receives the Approval
Information (hereinafter defined) and Lender shall not have notified Borrower in
writing of its disapproval (together with a statement of the grounds of such
disapproval) within fifteen (15) Business Days after Lender has received such
Lease, Renewal Lease, amendment or modification, as applicable. For purposes of
this Section 3.7, the "APPROVAL INFORMATION" shall be the following: (i) a full
and complete copy of the document to be approved, (ii) a copy of all written or
supporting materials used by Borrower in evaluating the creditworthiness of the
proposed tenant or the requested amendment or modification, and (iii) a

                                      -18-
   27
summary of the economic terms of such proposed Lease or Renewal Lease or of the
terms of the amendment or modification.

                  (k) Any termination of a Lease that requires Lender's approval
pursuant to Section 3.7(d) shall be sent to Lender in an envelope labeled
"PRIORITY" and shall state at the top of the first page in bold lettering
"LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS
NOTICE PURSUANT TO THE TERMS OF A MORTGAGE BETWEEN THE UNDERSIGNED AND LENDER".
Such termination request shall be deemed approved if simultaneously with such
notice Lender receives a statement from the Borrower setting forth the reasons
for such termination and Lender shall not have notified Borrower in writing of
its disapproval (together with a statement of the grounds of such disapproval)
within ten (10) Business Days after Lender has received such request for
termination.

                  Section 3.8 Maintenance of Property. Borrower shall cause the
Property to be maintained in a good and safe condition and repair. The
Improvements and the Personal Property shall not be removed, demolished or
materially altered (except for normal replacement of the Personal Property)
without the consent of Lender; provided, however, that, Borrower and/or tenants
under Leases shall be permitted to make tenant improvements, and/or prepare the
premises to be demised for occupancy by a tenant, pursuant to the terms and
conditions of Leases approved by Lender or not required to be approved by Lender
pursuant to Section 3.7 hereof. Whether or not Net Proceeds (as defined herein)
are made available for a Restoration in accordance with Section 4.4 hereof,
Borrower shall promptly repair, replace or rebuild any part of the Property
which may be destroyed by any casualty, or become damaged, worn or dilapidated
or which may be affected by any proceeding of the character referred to in
Section 3.6 hereof and shall complete and pay for any structure at any time in
the process of construction or repair on the Land. Borrower shall not initiate,
join in, acquiesce in, or consent to any change in any private restrictive
covenant, zoning law or other public or private restriction, limiting or
defining the uses which may be made of the Property or any part thereof which
would have a material adverse effect on the value or net operating income of the
Property; provided, however, Lender shall not withhold its consent to
subordinating the lien of this Security Instrument to such private restrictive
covenant, or other private restriction which, in Lender's sole discretion, does
not have a material adverse effect on the Property. If under applicable zoning
provisions the use of all or any portion of the Property is or shall become a
nonconforming use, Borrower will not cause or permit the nonconforming use to be
discontinued or abandoned without the express written consent of Lender;
provided, however, Lender's consent shall not be required if (a) a nonconforming
use is discontinued or abandoned due to (i) a change in, or termination of, a
tenant's use of the demised premises in accordance with the terms and conditions
of the related Lease (which Lease exists as of the date hereof or is hereafter
approved or not required to be approved by Lender in accordance with Section 3.7
hereof), (ii) the expiration of a Lease in accordance with the terms and
conditions of the Lease or (iii) the discontinuance of operation by a tenant
pursuant to the terms and conditions of the related Lease (which Lease exists as
of the date hereof or is hereafter approved or not required to be approved by
Lender in accordance with Section 3.7 hereof), or (b) such discontinuance or
abandonment of the nonconforming use will not have a material adverse effect
upon the value or the net operating income of the Property.

                                      -19-
   28
                  Section 3.9 Waste. Borrower shall not commit any physical
waste of the Property or make any change in the use of the Property which will
in any way materially increase the risk of fire or other hazard arising out of
the operation of the Property, or take any action that might invalidate or give
cause for cancellation of any Policy, or do or permit to be done thereon
anything that may in any way materially and adversely impair the value of the
Property or the security of this Security Instrument. Borrower will not, without
the prior written consent of Lender, permit any drilling or exploration for or
extraction, removal, or production of any minerals from the surface or the
subsurface of the Land, regardless of the depth thereof or the method of mining
or extraction thereof.

                  Section 3.10 Compliance With Laws. (a) Subject to Borrower's
right to contest set forth in Section 3.10(e) hereof, Borrower shall comply, and
cause all tenants to comply, with all existing and future federal, state and
local laws, orders, ordinances, governmental rules and regulations or court
orders affecting the Property or the use thereof ("APPLICABLE LAWS") on or prior
to the date required thereby; provided, however, it shall not be an Event of
Default hereunder if it is the obligation of a tenant pursuant to the applicable
Lease to comply with such Applicable Laws and Borrower promptly after receiving
actual notice of any noncompliance with such Applicable Laws commences and
diligently pursues its rights against such tenant and causes such tenant to
comply with such Applicable Laws within a reasonable time and the failure to
comply with the Applicable Laws for such period of time does not (i) impose
civil or criminal liability on Borrower or Lender or (ii) materially and
adversely effect the Property or Borrower.

                  (b) Borrower shall from time to time, upon Lender's request,
provide Lender with evidence reasonably satisfactory to Lender that the Property
complies with all Applicable Laws or is exempt from compliance with Applicable
Laws or that Borrower is contesting as may be permitted under Section 3.10(e)
hereof.

                  (c) Intentionally deleted.

                  (d) Borrower shall give prompt notice to Lender of the receipt
by Borrower of any notice related to a violation of any Applicable Laws and of
the commencement of any proceedings or investigations which relate to compliance
with Applicable Laws.

                  (e) After prior written notice to Lender, Borrower, at its own
expense, may contest by appropriate legal proceeding, promptly initiated and
conducted in good faith and with due diligence, the Applicable Laws affecting
the Property, provided that (i) if Event of Default has occurred and is
continuing, Lender shall consent to any such contest (which consent shall not be
unreasonably withheld); (ii) Borrower is permitted to do so under the provisions
of any other mortgage, deed of trust or deed to secure debt affecting the
Property; (iii) such proceeding shall be permitted under and be conducted in
accordance with the provisions of any other instrument to which Borrower or the
Property is subject and shall not constitute a default thereunder; (iv) neither
the Property, any part thereof or interest therein, any of the tenants or
occupants thereof, nor Borrower shall be affected in any material adverse way as
a result of such proceeding; (v) non-compliance with the Applicable Laws shall
not impose civil or criminal liability on Borrower or Lender; (vi) Borrower
shall have furnished the security as may be required in the proceeding or by
Lender (without duplication) to ensure compliance by Borrower with the

                                      -20-
   29
Applicable Laws; and (vii) Borrower shall have furnished to Lender all other
items reasonably requested by Lender.

                  Section 3.11 Books and Records. (a) Borrower shall keep
adequate books and records of account in accordance with generally accepted
accounting principles ("GAAP"), consistently applied and furnish to Lender:

                  (i) quarterly certified rent rolls signed and dated by
         Borrower, detailing the names of all tenants of the Improvements, the
         portion of Improvements occupied by each tenant, the base rent and any
         other charges payable under each Lease and the term of each Lease,
         including the expiration date, and any other information as is
         reasonably required by Lender, within sixty (60) days after the end of
         each calendar quarter;

                  (ii) quarterly operating statements of the Property, prepared
         and certified by Borrower in substantially the same form as previously
         submitted by Borrower in connection with the closing of the Loan or
         such other form as may be reasonably acceptable to Lender, detailing
         the revenues received, the expenses incurred and the net operating
         income before and after debt service (principal and interest), and
         major capital improvements for that quarter and containing appropriate
         year to date information, within sixty (60) days after the end of each
         calendar quarter;

                  (iii) an audited annual operating statement of the Property
         detailing the total revenues received, total expenses incurred, total
         cost of all capital improvements, total debt service and total cash
         flow in substantially the same form as previously submitted in
         connection with the closing of the Loan or such other form as may be
         reasonably acceptable to Lender, prepared and certified by an
         independent certified public accountant reasonably acceptable to
         Lender, within one hundred twenty (120) days after the close of each
         fiscal year of Borrower;

                  (iv) an audited annual balance sheet of Borrower in
         substantially the same form as previously submitted in connection with
         the closing of the Loan or such other form as may be reasonably
         acceptable to Lender, each prepared and certified by an independent
         certified public accountant reasonably acceptable to Lender, within one
         hundred twenty (120) days after the close of each fiscal year of
         Borrower; and

                  (v) an annual operating budget consistent with the annual
         operating statement described above for the Property, including cash
         flow projections for the upcoming year, and all proposed capital
         replacements and improvements at least fifteen (15) days prior to the
         start of each fiscal year.

                  (b) Intentionally Omitted.

                  (c) Borrower shall furnish Lender with such other additional
financial or management information as may, from time to time, be reasonably
required by Lender in form and substance reasonably satisfactory to Lender.

                                      -21-
   30
                  (d) No more than one time per any calendar year, Borrower
shall furnish to Lender and its agents, upon reasonable prior notice, convenient
facilities during normal business hours for the examination and audit of any
such books and records.

                  (e) Any reports, statements or other information required to
be delivered under this Security Instrument shall be delivered in paper form and
in the event that Lender requires financial statements in connection with
Section 3.11(f) below because the Loan together with any Affiliated Loans
(hereinafter defined) equal or exceed twenty percent (20%) of the aggregate
principal amount of all mortgage loans included in a Securitization, Borrower
shall deliver such reports, statements and other information (i) on a diskette,
and (ii) if requested by Lender and within the capabilities of Borrower's data
systems without change or modification thereto, in electronic form and prepared
using Microsoft Word for Windows or WordPerfect for Windows files (which files
may be prepared using a spreadsheet program and saved as word processing files).

                  (f) If requested by Lender, Borrower shall provide Lender with
the following financial statements if, at the time a preliminary or final
prospectus is being prepared for a public Securitization, it is expected that
the principal amount of the Loan together with any Affiliated Loans at the time
of the public Securitization may, or if the principal amount of the Loan and any
Affiliated Loans at any time during which the Loan is included in a public
Securitization does, equal or exceed twenty percent (20%) of the aggregate
principal amount of all mortgage loans included or expected to be included, as
applicable, in the public Securitization:

                  (i) Not later than forty (40) days after request by Lender, a
         balance sheet with respect to the Property for the two (2) most recent
         fiscal years, meeting the requirements of Section 210.3-01 of
         Regulation S-X of the Securities Act (as defined in the Cooperation
         Letter) and statements of income and statements of cash flows with
         respect to the Property for the three most recent fiscal years, meeting
         the requirements of Section 210.3-02 of Regulation S-X, and, to the
         extent that such balance sheet is more than one hundred thirty-five
         (135) days old as of the date of the document in which such financial
         statements are included, interim financial statements of the Property
         meeting the requirements of Section 210.3-01 and 210.3-02 of Regulation
         S-X (all of such financial statements, collectively, the "STANDARD
         STATEMENTS").

                  (ii) Not later than forty (40) days after the end of each
         fiscal quarter following the date hereof, a balance sheet of the
         Property as of the end of such fiscal quarter, meeting the requirements
         of Section 210.3-01 of Regulation S-X, and statements of income and
         statements of cash flows of the Property for the period commencing
         following the last day of the most recent fiscal year and ending on the
         date of such balance sheet and for the corresponding period of the most
         recent fiscal year, meeting the requirements of Section 210.3-02 of
         Regulation S-X.

                  (iii) Not later than eighty-five (85) days after the end of
         each fiscal year following the date hereof, a balance sheet of the
         Property as of the end of such fiscal year, meeting the requirements of
         Section 210.3-01 of Regulation S-X, and statements of income and
         statements of cash flows of the Property for such fiscal year, meeting
         the requirements of Section 210.3-02 of Regulation S-X.

                                      -22-
   31
                  (iv) Within ten (10) Business Days after notice from the
         Lender in connection with the public Securitization of this Loan, such
         additional financial statements, such that, as of the date (each an
         "OFFERING DOCUMENT DATE") of each Disclosure Document, Borrower shall
         have provided Lender with all financial statements as described in
         Subsection 3.11(f)(i); provided that the fiscal year and interim
         periods for which such financial statements shall be provided shall be
         determined as of such Offering Document Date.

                  (g) If requested by Lender, Borrower shall provide Lender,
promptly upon request, with summaries of the financial statements referred to in
Section 3.11(f) hereof if, at the time a preliminary or final prospectus is
being prepared for a public Securitization, it is expected that the principal
amount of the Loan and any Affiliated Loans at the time of public Securitization
may, or if the principal amount of the Loan and any Affiliated Loans at any time
during which the Loan and any Affiliated Loans are included in a public
Securitization does, equal or exceed ten percent (10%) (but is less than twenty
percent (20%)) of the aggregate principal amount of all mortgage loans included
or expected to be included, as applicable, in a public Securitization. Such
summaries shall meet the requirements for "summarized financial information," as
defined in Section 210.1-02(bb) of Regulation S-X or such other requirements as
may be determined to be necessary or appropriate by Lender.

                  (h) All financial statements provided by Borrower hereunder
pursuant to Section 3.11(f) and (g) hereof shall be prepared in accordance with
GAAP, and shall meet the requirements of Regulation S-X and other applicable
legal requirements. All financial statements referred to in Subsections
3.11(f)(i) and 3.11(f)(iii) above shall be audited by (i) a "Big Six" accounting
firm or (ii) other nationally recognized independent accountants acceptable to
Lender, in accordance with Regulation S-X and all other applicable legal
requirements, shall be accompanied by the manually executed report of the
independent accountants thereon, which report shall meet the requirements of
Regulation S-X and all other applicable legal requirements, and shall be further
accompanied by a manually executed written consent of the independent
accountants, in form and substance acceptable to Lender, to the inclusion of
such financial statements in any Disclosure Document (as defined in the
Cooperation Letter) and any Exchange Act Filing and to the use of the name of
such independent accountants and the reference to such independent accountants
as "experts" in any Disclosure Document and Exchange Act Filing (as defined
below), all of which shall be provided at the same time as the related financial
statements are required to be provided. All financial statements (audited or
unaudited) provided by Borrower under this Section 3.11 shall be certified by
the chief financial officer or administrative member of Borrower, which
certification shall state that such financial statements meet the requirements
set forth in the first sentence of this Section 3.11(h).

                  (i) If requested by Lender, Borrower shall provide Lender,
promptly upon request, with any other or additional financial statements, or
financial, statistical or operating information, as required pursuant to
Regulation S-X or any amendment, modification or replacement thereto or other
legal requirements in connection with any Disclosure Document or any filing
under or pursuant to the Exchange Act in connection with or relating to a public
Securitization (hereinafter an "EXCHANGE ACT FILING") or as shall otherwise be
reasonably requested by the Lender.

                                      -23-
   32
                  (j) In the event Lender determines, in connection with a
Securitization, that the financial statements required in order to comply with
Regulation S-X or other legal requirements are other than as provided herein,
then notwithstanding the provisions of Section 3.11(f), (g) and (h) hereof,
Lender may request, and Borrower shall promptly provide, Standard Statements or
such other financial statements as Lender reasonably determines to be necessary
or appropriate for such compliance.

                  (k) The term "AFFILIATED LOAN" shall mean any loan made by
Lender to a parent, subsidiary or such other entity affiliated with Borrower,
any Indemnitor or any Guarantor (hereinafter defined).

                  Section 3.12 Payment For Labor and Materials. Except for trade
payables in the ordinary course of business which are subject to the provisions
of Section 4.3(g) hereof, Borrower will promptly pay when due all bills and
costs for labor, materials, and specifically fabricated materials incurred in
connection with the Property and never permit to exist beyond the due date
thereof (after the expiration of any applicable grace periods) in respect of the
Property or any part thereof any lien or security interest, even though inferior
to the liens and the security interests hereof, and in any event never permit to
be created or exist in respect of the Property or any part thereof any other or
additional lien or security interest other than the liens or security interests
hereof and the Permitted Exceptions (defined below); provided, however, after
prior written notice to Lender, Borrower, at its own expense, may contest by
appropriate legal, administrative or other proceeding promptly initiated and
conducted in good faith and with due diligence, the amount or validity or
application, in whole or in part, of any bill or cost or lien thereof provided
that (a) if an Event of Default has occurred and is continuing, Lender shall
consent to any such contest (which consent shall not be unreasonably withheld),
(b) such proceeding shall suspend the collection thereof from Borrower, Lender
and the Property, (c) if required by Lender, and not otherwise deposited with
the title company insuring the lien of this Security Instrument or the court
having jurisdiction over such proceeding as required thereby, the deposit with
Lender of adequate reserves in an amount not less than Borrower's obligations
being contested and any additional interest, charge or penalty arising from such
contest, (d) neither the Property nor any part thereof or interest therein would
be in any imminent danger of being sold, forfeited or lost, (e) in the case of
any instrument of record affecting the Property or any part thereof, the contest
or failure to perform under any such instrument shall not result in the placing
of any lien on the Property or any part thereof unless such lien is bonded by
Borrower in an amount not less than the amount of the lien or such other amount
as may be reasonably -required by Lender and (f) except to the extent Borrower
has deposited sufficient security pursuant to clause (c), neither the failure to
pay or perform any obligation which Borrower is permitted to contest under this
Section 3.12 nor an adverse determination of any such contest shall result in a
material adverse effect on the value or operation of the Property or any part or
interest therein. If a negotiated settlement of any tax liability or other claim
being contested pursuant to this Section 3.12 has been agreed upon by the
applicable parties or a court of competent jurisdiction has issued a
non-appealable order determining the amount of the tax liability or claim being
contested, Lender shall release any funds held with respect to such tax
liability or claim to the applicable taxing authority or claimant, as
applicable, and any remaining funds to the Borrower provided that (i) Borrower
delivers a certificate from an officer directing Lender to pay the amount
specified in the settlement or order, in each case with a copy of the

                                      -24-
   33
settlement or order attached and (ii) no Event of Default has occurred and is
then continuing under the Note, this Security Instrument or the Other Security
Documents.

                  Section 3.13 Performance of Other Agreements. Borrower shall
observe and perform each and every term to be observed or performed by Borrower
pursuant to the terms of any agreement or recorded instrument (including,
without limitation, the COREA) affecting or pertaining to the Property, or given
by Borrower to Lender for the purpose of further securing an obligation secured
hereby and any amendments, modifications or changes thereto.

                  Section 3.14 Alterations. Borrower shall obtain Lender's prior
written consent, which consent shall not be unreasonably withheld or delayed, to
any alterations to the Improvements that may have a material adverse effect on
Borrower's financial condition, the use, operation or value of the Property or
the net operating income with respect to the Property, other than (a) tenant
improvement work performed pursuant to the terms of any Lease executed on or
before the date hereof or approved by Lender after the date hereof, (b) tenant
improvement work performed pursuant to the terms and provisions of a Lease
executed after the date hereof for which the approval of Lender is not required,
or Lender's approval is deemed given, and such improvement does not adversely
affect any structural component of any Improvements, any utility or HVAC system
contained in any Improvements or the exterior of any building constituting a
part of any Improvements, or (c) alterations performed in connection with the
restoration of the Property after the occurrence of a casualty or condemnation
in accordance with the terms and provisions of this Security Instrument. Any
approval by Lender of the plans, specifications, or working drawings for
alterations of the Property shall not create responsibility or liability on
behalf of Lender for their completeness, design, sufficiency or their compliance
with Applicable Laws. Lender may condition any such approval upon receipt of a
certificate of compliance with Applicable Laws from an independent architect,
engineer, or other person reasonably acceptable to Lender. If the total unpaid
amounts due and payable with respect to alterations to the Improvements (other
than such tenant improvement amounts set forth under the Leases which have been
approved by Lender or other amounts for tenant improvements contained in a Lease
not requiring approval or deemed approved if there is submitted to Lender for
approval the terms and provisions of the Lease pertaining to such tenant
improvement) shall at any time exceed Seven Million and 00/100 Dollars
($7,000,000.00) (the "THRESHOLD AMOUNT"), Borrower shall promptly deliver to
Lender as security for the payment of such amounts and as additional security
for Borrower's obligations under the Loan Documents any of the following: (i)
cash, (ii) U.S. Treasury securities, (iii) other securities having a rating
acceptable to Lender or that the applicable Rating Agencies have confirmed in
writing will not, in and of itself, result in a downgrade, withdrawal or
qualification of the initial, or, if higher, then current ratings assigned in
connection with any Securitization (as defined herein) or if a Securitization
has not occurred, any ratings to be assigned in connection with a
Securitization, (iv) a completion bond and performance bond or (v) a Letter of
Credit (hereinafter defined). Such security shall be in an amount equal to the
excess of the total unpaid amounts with respect to alterations to the
Improvements (other than such amounts to be paid or reimbursed by tenants under
the Leases) over the Threshold Amount (the "EXCESS AMOUNT") and shall be reduced
from time to time upon Borrower's request as the Excess Amount decreases as
determined in the reasonable discretion of Lender.

                                      -25-
   34
                  Section 3.15 Non-Consolidation Opinion. Borrower has complied
and will comply with each of the assumptions made with respect to its single
purpose, bankruptcy remote nature as set forth in that certain substantive
non-consolidation opinion letter, dated the date hereof, and the certificates
contained in any Borrower's certificate referenced therein, delivered by
Borrower's counsel in connection with the Loan and any subsequent
non-consolidation opinion delivered in accordance with the terms and conditions
of this Security Instrument or the Cooperation Letter (hereinafter defined) (the
"NON-CONSOLIDATION OPINION"), including, but not limited to, any exhibits
attached thereto. Each entity other than Borrower (excluding Lender parties)
with respect to which an assumption is made in the Non-Consolidation Opinion,
including, but not limited to, any exhibits attached thereto, has complied and
will comply with each of the assumptions made with respect to it in the
Non-Consolidation Opinion, including, but not limited to, any exhibits attached
thereto.

                  Section 3.16 Management. (a) The management agreement, dated
as of May 31, 2001 (the "MANAGEMENT AGREEMENT"), between Borrower and Vornado
Management Corp., or any wholly owned subsidiary of Vornado Realty L.P.
(collectively, "MANAGER") pursuant to which Manager operates the Property is in
full force and effect and there is no default or violation by any party
thereunder. The fee due under the Management Agreement, are subordinate to this
Security Instrument. Borrower shall not terminate, cancel, modify any of the
material or monetary terms of the Management Agreement, or renew or extend
(except automatic annual extensions pursuant to the terms and conditions
contained therein) the Management Agreement, or enter into any agreement for the
management of the Property without the express written consent of Lender, which
consent shall not be unreasonably withheld, conditioned or delayed. The Property
shall at all times be managed by Manager or a Qualified Manager (hereinafter
defined). Borrower shall maintain the Management Agreement, or any replacement
management agreement for the operation of the Property, in full force and
effect, or promptly enter into a new management agreement with a Qualified
Manager, if the previous management agreement is not in full force and effect.
Borrower shall timely perform all of Borrower's material obligations thereunder
and enforce performance of all material obligations of Manager or Qualified
Manager, as applicable, thereunder. Borrower will enter into and cause Manager,
as well as any subsequent Qualified Manager, to enter into an assignment and
subordination of such Management Agreement, or any replacement management
agreement, in form reasonably satisfactory to Lender. "QUALIFIED MANAGER" shall
mean a property manager (i) that on the date of determination manages (for
itself, for affiliates or for third party owners) no less than Five Million
(5,000,000) square feet in the aggregate (exclusive of the Property) which are
retail properties similar in type to the Property, (ii) that is consented to by
Lender, such consent not to be unreasonably withheld or delayed, if the change
in manager occurs at a time when the Loan is not subject to a Securitization,
and (iii) for which Borrower delivers evidence in writing from the applicable
Rating Agencies to the effect that such new manager, taken alone, will not
result in a downgrade, withdrawal or qualification of the respective ratings
then in effect for any Securities issued in connection with a Securitization, if
a change in manager occurs at a time when the Loan is subject to a
Securitization.

                  (b) Borrower has delivered to Lender a letter agreement dated
May, 2001 (together with any replacement parking management agreement, the
"PARKING MANAGEMENT AGREEMENT"), from Central Parking Corporation (together with
any replacement parking manager, the "PARKING MANAGER") pursuant to which
Parking Manager confirms that it is

                                      -26-
   35
operating the parking garage at the Property on month to month basis pursuant to
the terms of an expired agreement. Borrower shall use commercially reasonable
efforts to enter into a replacement parking management agreement for the
operation of the Property as soon as practicable. Such replacement Parking
Management Agreement shall be on commercially reasonable terms. Borrower
covenants and agrees to cause the parking facilities at the Property to be
operated in a commercially reasonable manner. In connection with any new Parking
Management Agreement, Borrower will cause Parking Manager to enter into an
assignment of such new Parking Management Agreement, in form reasonably
satisfactory to Lender.

                  Section 3.17 Additional Collateral/Letter of Credit. (a) The
following terms shall have the ascribed meaning:

                  (1) "LETTER OF CREDIT" shall mean an irrevocable,
         unconditional, transferable, clean sight draft letter of credit in
         favor of Lender and entitling Lender to draw thereon in New York, New
         York, issued by a domestic Approved Bank or the U.S. agency or branch
         of a foreign Approved Bank, or if there are no domestic banks or
         financial institutions with an office in New York, New York which
         qualify as an Approved Bank or U.S. agencies or branches of a foreign
         bank or financial institution with an office in New York, New York
         which qualifies as an Approved Bank then issuing letters of credit,
         then such letter of credit may be issued by any domestic bank with a
         long term unsecured debt rating that is the highest such rating then
         given by each of the Rating Agencies to a domestic commercial bank. The
         terms and provisions of any Letter of Credit delivered hereunder shall
         be acceptable to Lender in all respects.

                  (2) "APPROVED BANK" shall mean (A) First Union National Bank
         (but only for so long as First Union maintains a credit rating of "A"
         or better) and (B) a bank that (A) satisfies the Rating Criteria, and
         (B) is insured by the Federal Deposit Insurance Corporation.

                  (3) "DEBT SERVICE COVERAGE RATIO" or "DSCR" shall mean for the
         applicable period a ratio the numerator of which is the NOI (as defined
         below) for the Property and the denominator is the Debt Service
         (defined below) that would be payable under the Note for the applicable
         period, which ratio shall be calculated by Lender with adjustments
         pursuant to Lender's customary underwriting standards.

                  (4) "NOI" shall mean, with respect to the Property, for any
         given period the Gross Income (defined below) derived from the
         operation of the Property, less Expenses (defined below) attributable
         to the Property for such period, as more particularly described on the
         operating statements for the Property delivered by Borrower to Lender
         pursuant to this Security Instrument.

                  (5) "GROSS INCOME" as used herein shall mean all current
         income (on an annual basis) of a recurring nature, computed in
         accordance with GAAP, derived from the ownership and operation of the
         Property from whatever source, including, without limitation, Rents
         (with respect to Leases in place at the time of such calculation,
         adjusted for Vacancy Rate (defined below)), utility charges,
         escalations, forfeited security deposits, service fees or charges,
         license fees, laundry or concession income, parking

                                      -27-
   36
         fees, and other required pass-throughs, but excluding interest on
         credit accounts, sales, use and occupancy or other taxes on receipts
         required to be accounted for by Borrower to any government or
         governmental agency, refunds and uncollectible accounts, non-forfeited
         tenant security deposits, sales of furniture, fixtures and equipment,
         proceeds of casualty insurance and condemnation awards (other than
         business interruption or other loss of income insurance), and any
         disbursements to Borrower from the Escrow Fund, the Replacement
         Reserve, if applicable, or any other escrow fund established by this
         Security Instrument or the Other Security Documents, with such
         adjustment as Lender deems reasonable and consistent with its then
         current underwriting practice used for loans of a size and nature
         similar to the Loan.

                  (6) "EXPENSES" as used herein shall mean on a trailing twelve
         (12) month basis the sum of (a) the total of all expenditures, computed
         in accordance with GAAP, of whatever kind relating to the operation,
         maintenance and management of the Property that are incurred on a
         regular monthly or other periodic basis including without limitation,
         utilities, ordinary repairs and maintenance, insurance, license fees,
         Taxes and Other Charges, advertising expenses, accounting expenses,
         professional fees, management fees pursuant to a written management
         agreement providing for fees not exceeding market and approved by
         Lender, but in no event less than four percent (4%) of Gross Income,
         wages, benefits, payroll and related taxes, computer processing
         charges, operational equipment or other lease payments as approved by
         Lender and other similar costs, but excluding depreciation,
         amortization, and scheduled principal and interest payments under the
         Note and payments or contributions to the Escrow Fund, (b)
         contributions to the Replacement Reserve, and (c) normalized tenant
         improvement costs and leasing commissions in the aggregate amount equal
         to $725,000 per year, with such adjustment as Lender deems reasonable
         and consistent with its then current underwriting practice used for
         loans of a size and nature similar to the Loan.

                  (7) "DEBT SERVICE" as used herein shall mean, for any given
         period during the term of the Loan, an amount equal to payments of
         principal and interest based upon an assumed constant rate of nine
         percent (9%) per annum."

                  (8) "RATING CRITERIA" with respect to any Person, shall mean
         the long term unsecured debt obligations which are rated at least "AA"
         by Standard & Poor's Ratings Group and Fitch, Inc. and "Aa2" by Moody's
         Investors Service, Inc., in the case of accounts in which funds are
         held for more than thirty (30) days.

                  (9) "VACANCY RATE" shall mean the greatest of (i) a tenant
         vacancy rate of 5%, (ii) the actual vacancy rate at the Property or
         (iii) the market vacancy rate as reasonably determined by Lender and
         supported by Lender with appropriate market evidence.

                  (b) On the date hereof, as additional security for the Debt,
Borrower shall deliver and shall maintain in accordance with the requirements
set forth in this Section 3.17 a Letter of Credit or cash (the "ADDITIONAL
COLLATERAL") in an amount equal to $4,000,000.00. Lender shall have the right
(but not the obligation) to draw on the Additional Collateral in whole or in
part and apply the proceeds thereof to the Debt in such order and proportion as
Lender may

                                      -28-
   37
elect in its sole discretion after the occurrence and during the continuance of
an Event of Default and as otherwise provided in this Section 3.17.

                  (c) Provided (i) no Event of Default has occurred and is
continuing, and (ii) tenant occupancy of the Property is no less than ninety-two
(92%) percent of economic and physical occupancy, upon thirty (30) days' notice
(not exercised more frequently than once every six (6) months), Borrower may
seek a reduction and/or release of the Additional Collateral. The Additional
Collateral may be reduced and/or released in an amount equal to the result of
the following: (i) Lender shall determine the NOI and determine the amount of a
loan that the Property would support based on such NOI, a constant debt service
rate of nine percent (9%) per annum and assuming a DSCR of 1.20 to 1 is
satisfied (the "HYPOTHETICAL LOAN AMOUNT"), (ii) the Hypothetical Loan Amount
will then be deducted from the original principal balance of the Loan (the
"REDUCED AC AMOUNT"), (iii) if the Reduced AC Amount is equal to or less than
zero, the Additional Collateral will be returned to the Borrower, (iv) if the
Reduced AC Amount is equal to or greater than zero and less than the then
existing amount of the Additional Collateral, the Additional Collateral will be
reduced by Lender to an amount equal to the Reduced AC Amount and (v) if the
Reduced AC Amount is equal to or greater than the Additional Collateral, no
release and/or reductions will be made. A reduction in the amount of the
Additional Collateral may be accomplished, in the case of a Letter of Credit, by
a replacement of the existing Letter of Credit with a new Letter of Credit in
the applicable amount or by an amendment to the existing Letter of Credit,
reducing the amount of such Letter of Credit to the applicable amount. At the
time of any request by Borrower for a reduction in the Additional Collateral,
Borrower shall deliver any and all financial or other information concerning the
Property (including, but not limited to, operating statements for the
immediately preceding twelve (12) months) as may be requested by Lender in order
to make the computations required under this Section 3.17(c). A release and/or
reduction in the Additional Collateral, at the request of Lender, shall also be
subject to confirmation from the applicable Rating Agencies that such release or
reduction, taken alone, shall not result in a downgrade, qualification or
withdrawal of any current rating assigned or to be assigned in a Securitization.

                  (d) In addition to any other right Lender may have to draw
upon a Letter of Credit pursuant to the terms and conditions of this Section
3.17, Lender shall have the additional rights to draw in full upon a Letter of
Credit: (i) if Lender has not received at least thirty (30) days prior to the
date on which the then outstanding Letter of Credit is scheduled to expire, a
notice from the issuing bank that it has renewed the applicable Letter of Credit
and Borrower fails to deliver a replacement Letter of Credit within fifteen (15)
days prior to the date on which the outstanding Letter of Credit is scheduled to
expire; (ii) upon receipt of notice from the issuing bank that the applicable
Letter of Credit will be terminated; and (iii) thirty (30) days after Lender has
received notice and given notice to the Borrower that the bank issuing the
applicable Letter of Credit shall cease to be an Approved Bank and such Letter
of Credit is not replaced prior to the expiration of such thirty (30) days.

                  (e) In the event that Lender draws upon a Letter of Credit in
accordance with the provisions of this section, any and all such amounts not
otherwise expended by Lender shall be held by Lender as cash collateral in an
interest bearing account established and maintained by Lender and Lender shall
be entitled to draw upon and apply such proceeds at the time and in the manner
provided in this Security Instrument or the Other Security Documents for draws
upon the

                                      -29-
   38
applicable Letter of Credit. Notwithstanding anything to the contrary contained
herein, Lender is not obligated to draw on a Letter of Credit upon the happening
of an event specified in this section and shall not be liable for any losses
sustained by Borrower due to the insolvency of the bank issuing a Letter of
Credit if Lender has not drawn on the Letter of Credit. The Letter of Credit
shall be for a term of not less than one (1) year and provide that such term
shall be automatically extended for an additional one year term from the
expiration of such initial term and from the expiration of each future term
thereafter unless Lender has received thirty (30) days prior written notice that
the issuer of the Letter of Credit does not elect to extend such term.

                  Section 3.18 Ground Lease. Kings LLC shall (a) pay all rents,
additional rents and other sums required to be paid by Kings LLC, as tenant
under and pursuant to the provisions of the Ground Lease as and when such rent
or other charge is payable beyond applicable notice and cure periods, (b)
diligently perform and observe all of the terms, covenants and conditions of the
Ground Lease on the part of Kings LLC, as tenant thereunder, to be performed and
observed prior to the expiration of any applicable grace period therein
provided, and (c) promptly notify Lender of the giving of any notice by the
ground lessor to Kings LLC of any default by Kings LLC in the performance or
observance of any of the terms, covenants or conditions of the Ground Lease on
the part of Kings LLC, as tenant thereunder, to be performed or observed and
deliver to Lender a true copy of each such notice. Kings LLC shall not, without
the prior consent of Lender, surrender the leasehold estate created by the
Ground Lease or terminate or cancel the Ground Lease or modify, change,
supplement, alter or amend the Ground Lease, in any respect, either orally or in
writing, and Kings LLC hereby assigns to Lender, as further security for the
payment of the Debt and for the performance and observance of the terms,
covenants and conditions of the Note, this Security Instrument and the Other
Security Documents, all of the rights, privileges and prerogatives of Kings LLC,
as tenant under the Ground Lease, to surrender the leasehold estate created by
the Ground Lease or to terminate, cancel, modify, change, supplement, alter or
amend the Ground Lease, and any such surrender of the leasehold estate created
by the Ground Lease or termination, cancellation, modification, change,
supplement, alteration or amendment of the Ground Lease without the prior
consent of Lender shall be void and of no force and effect. Notwithstanding the
foregoing, Lender agrees that Lender will not unreasonably withhold its consent
to a request by Borrower for an amendment to the Ground Lease which would allow
the use of a waterfront restaurant on currently vacate land demised under the
Ground Lease, provided that the parking spaces for the Property are not be
reduced by the use of such land as a restaurant and the Property would not
otherwise be materially and adversely affected by such change in use. If Kings
LLC shall default beyond applicable notice and cure periods in the performance
or observance of any term, covenant or condition of the Ground Lease on the part
of Kings LLC, as tenant thereunder, to be performed or observed, then, without
limiting the generality of the other provisions of the Note, this Security
Instrument and the Other Security Documents, and without waiving or releasing
Kings LLC from any of its obligations hereunder, Lender shall have the right,
but shall be under no obligation, to pay any sums and to perform any act or take
any action as may be appropriate to cause all of the terms, covenants and
conditions of the Ground Lease on the part of Kings LLC, as tenant thereunder,
to be performed or observed or to be promptly performed or observed on behalf of
Kings LLC, to the end that the rights of Kings LLC in, to and under the Ground
Lease shall be kept unimpaired and free from default, even though the existence
of such event of default or the nature thereof be questioned or denied by Kings
LLC or by any party on behalf of Kings LLC. If Lender shall make any payment or
perform any act or take action in accordance with the preceding sentence,

                                      -30-
   39
Lender will notify Kings LLC of the making of any such payment, the performance
of any such act, or the taking of any such action. In any such event, subject to
the rights of tenants, subtenants and other occupants under the Leases, Lender
and any person designated by Lender shall have, and are hereby granted, the
right to enter upon the Property at any time and from time to time for the
purpose of taking any such action. Lender may pay and expend such sums of money
as Lender deems necessary for any such purpose and upon so doing shall be
subrogated to any and all rights of the ground lessor. Kings LLC hereby agrees
to pay to Lender immediately and without demand, all such sums so paid and
expended by Lender, together with interest thereon from the day of such payment
at the Default Rate. All sums so paid and expended by Lender and the interest
thereon shall be secured by the legal operation and effect of this Security
Instrument. If the ground lessor shall deliver to Lender a copy of any notice of
default sent by said ground lessor to Kings LLC, as tenant under the Ground
Lease, such notice shall constitute full protection to Lender for any action
taken or omitted to be taken by Lender, in good faith, in reliance thereon and
in accordance with the provisions hereof. Kings LLC shall exercise each
individual option, if any, to extend or renew the term of the Ground Lease upon
demand by Lender made at any time within one (1) year of the last day upon which
any such option may be exercised, and Kings LLC hereby expressly authorizes and
appointed Lender its attorney-in-fact to exercise (in the event Kings LLC fails
to properly or timely do so) any such option in the name of and upon behalf of
Kings LLC, which power of attorney shall be irrevocable and shall be deemed to
be coupled with an interest. Kings LLC will not subordinate or consent to the
subordination of the Ground Lease to any mortgage, security deed, lease or other
interest on or in the ground lessor's interest in all or any part of the
Property, unless, in each such case, the written consent of Lender shall have
been first had and obtained.

                  Section 3.19 Ground Lease Escrow Fund. On the date hereof and
on the tenth day of each calendar month hereafter, Borrower shall pay to Lender
an amount equal to one-twelfth of the annual amount of all rent and any and all
other charges which may be due by Borrower under the Ground Lease during the
following month in order to accumulate with Lender sufficient funds to pay all
sums payable under the Ground Lease at least ten (10) Business Days prior to the
date due (said amounts, hereinafter, the "GROUND LEASE ESCROW FUND"). Lender
shall apply the Ground Lease Escrow Fund to payments of rent due under the
Ground Lease prior to the delinquency thereof. The amount of such deposits by
Borrower to the Ground Lease Escrow Fund may be increased by Lender in the
amount Lender deems is necessary in it reasonable discretion based on any
increases in the rent or other charges due under the Ground Lease.

                  Section 3.20 No Merger of Fee and Leasehold Estates; Releases.
So long as any portion of the Debt shall remain unpaid, unless Lender shall
otherwise consent, the fee title to the Property and the leasehold estate
therein created pursuant to the provisions of the Ground Lease shall not merge
but shall always be kept separate and distinct, notwithstanding the union of
such estates in Borrower, Lender, or in any other person by purchase, operation
of law or otherwise. Lender reserves the right, at any time, to release portions
of the Property, including, but not limited to, the leasehold estate created by
the Ground Lease, with or without consideration, at Lender's election, without
waiving or affecting any of its rights hereunder or under the Note or the Other
Security Documents and any such release shall not affect Lender's rights in
connection with the portion of the Property not so released.

                                      -31-
   40
                  Section 3.21 Kings LLC's Acquisition of Fee Estate. In the
event that Kings LLC, so long as any portion of the Debt remains unpaid, shall
be the owner and holder of the fee title to the City Leased Land, the lien of
this Security Instrument shall be spread to cover Kings LLC's fee title to the
City Leased Land and said fee title shall be deemed to be included in the
Property. Kings LLC agrees, at its sole cost and expense, including without
limitation Lender's reasonable attorneys' fees, to (a) execute any and all
documents or instruments necessary to subject its fee title to the City Leased
Land to the lien of this Security Instrument; and (b) provide a title insurance
policy (in an amount equal to the fair market value of the City Leased Land
based on an appraisal to be delivered by Borrower to Lender) which shall insure
that the lien of this Security Instrument is a first lien on Kings LLC's fee
title to the City Leased Land. Notwithstanding the foregoing, if the Ground
Lease is for any reason whatsoever terminated prior to the natural expiration of
its term, and if, pursuant to any provisions of the Ground Lease or otherwise,
Lender or its designee shall acquire from the ground lessor thereunder another
lease of the City Leased Land, Kings LLC shall have no right, title or interest
in or to such other lease or the leasehold estate created thereby.

                  Section 3.22 Rejection of the Ground Lease. (a) If the Ground
Lease is terminated for any reason in the event of the rejection or
disaffirmance of the Ground Lease pursuant to the Bankruptcy Code, or any other
law affecting creditor's rights, (i) the Borrower, immediately after obtaining
notice thereof, shall give notice thereof to Lender, (ii) Borrower, without the
prior written consent of Lender, shall not elect to treat the Ground Lease as
terminated pursuant to Section 365(h) of the Bankruptcy Code or any comparable
federal or state statute or law, and any election by Borrower made without such
consent shall be void and (iii) this Security Instrument and the Other Security
Documents and all the liens, terms, covenants and conditions of this Security
Instrument and the Other Security Documents hereby extends to and covers
Borrower's possessory rights under Section 365(h) of the Bankruptcy Code and to
any claim for damages due to the rejection of the Ground Lease or other
termination of the Ground Lease. In addition, Borrower hereby assigns
irrevocably to Lender, Borrower's rights to treat the Ground Lease as terminated
pursuant to Section 365(h) of the Bankruptcy Code and to offset rents under such
Ground Lease in the event any case, proceeding or other action is commenced by
or against the Ground Lessor under the Bankruptcy Code or any comparable federal
or state statute or law, provided that Lender shall not exercise such rights and
shall permit Borrower to exercise such rights with the prior written consent of
Lender, not to be unreasonably withheld or delayed, unless an Event of Default
shall have occurred and be continuing.

                  (b) Borrower hereby assigns to Lender, Borrower's right to
reject the Ground Lease under Section 365 of the Bankruptcy Code or any
comparable federal or state statute or law with respect to any case, proceeding
or other action commenced by or against Borrower under the Bankruptcy Code or
comparable federal or state statute or law. Further, if Borrower shall desire to
so reject the Ground Lease, at Lender's request, Borrower shall assign its
interest in the Ground Lease to Lender in lieu of rejecting such Ground Lease as
described above, upon receipt by Borrower of written notice from Lender of such
request together with Lender's agreement to cure any existing defaults of
Borrower under such Ground Lease.

                  (c) Borrower hereby assigns to lender, Borrower's right to
seek an extension of the sixty (60) day period within which Borrower must accept
or reject the Ground Lease under

                                      -32-
   41
Section 365 of the Code or any comparable federal or state statute or law with
respect to any case, proceeding or other action commenced by or against Borrower
under the Bankruptcy Code or comparable federal or state statute or law.
Further, if Borrower shall desire to so reject the Ground Lease, at Lender's
request, Borrower shall assign its interest in the Ground Lease to Lender in
lieu of rejecting such Ground Lease as described above, upon receipt by Borrower
of written notice from Lender of such request together with Lender's agreement
to cure any existing defaults of Borrower under such Ground Lease.

                  (d) Borrower hereby agrees that if the Ground Lease is
terminated for any reason in the event of the rejection or disaffirmance of the
Ground Lease pursuant to the Bankruptcy Code or any other law affecting
creditor's rights, any property not removed by the Borrower as permitted or
required by the Ground Lease, shall at the option of Lender be deemed abandoned
by Borrower, provided that Lender may remove any such property required to be
removed by Borrower pursuant to the Ground Lease and all costs and expenses
associated with such removal shall be paid by Borrower within five (5) days of
receipt by Borrower of an invoice for such removal costs and expenses.

                  Section 3.23 Subleases. Borrower shall be permitted to sublet
any portion of the City Leased Land without prior written consent of Lender
provided such sublease is permitted (or with the consent of the ground lessor)
under the Ground Lease and otherwise complies with Section 3.7. Borrower may
also replace the existing garage management agreement with a sublease to a
garage operator at market rates provided same is permitted or with the consent
of the ground lessor under the Ground Lease. Each such Lender-approved sublease
hereafter made shall provide that (a) in the event of any action for the
foreclosure of this Security Instrument, the sublease shall not terminate or be
terminable by the subtenant by reason of the foreclosure of this Security
Instrument unless the subtenant is specifically named and joined in any such
action and unless a judgment is obtained therein against the subtenant, and (b)
the subtenant shall attorn to the Lender or to the purchaser at the sale of the
Property on such foreclosure, as the case may be.

                  Section 3.24 Principal Place of Business; State of
Organization. Borrower shall not change its principal place of business as set
forth in the introductory paragraph hereof without thirty (30) days prior
written notice. Borrower shall not change the place of its organization as set
forth in Subsection 5.22 without the consent of Lender, which consent shall not
be unreasonably withheld, conditioned or delayed. Upon Lender's request,
Borrower shall execute and deliver additional financing statements, security
agreements and other instruments which may be necessary to effectively evidence
or perfect Lender's security interest in the Property as a result of such change
of principal place of business or place of organization.

                  Section 3.25 Overhang Lease. (a) Plaza LLC shall (i) pay all
rents, additional rents and other sums required to be paid by Plaza LLC, as
tenant under and pursuant to the provisions of the Overhang Lease as and when
such rent or other charge is payable beyond applicable notice and cure periods,
(ii) diligently perform and observe all of the material terms, covenants and
conditions of the Overhang Lease on the part of Plaza LLC, as tenant thereunder,
to

                                      -33-
   42
be performed and observed prior to the expiration of any applicable grace period
therein provided, and (iii) promptly notify Lender of the giving of any notice
by the ground lessor to Plaza LLC of any default by Plaza LLC in the performance
or observance of any of the terms, covenants or conditions of the Overhang Lease
on the part of Plaza LLC, as tenant thereunder, to be performed or observed and
deliver to Lender a true copy of each such notice. Plaza LLC shall not, without
the prior consent of Lender, surrender the leasehold estate created by the
Overhang Lease or terminate or cancel the Overhang Lease or materially modify,
change, supplement, alter or amend the Overhang Lease, in any respect, either
orally or in writing, and Plaza LLC hereby assigns to Lender, as further
security for the payment of the Debt and for the performance and observance of
the terms, covenants and conditions of the Note, this Security Instrument and
the Other Security Documents, all of the rights, privileges and prerogatives of
Plaza LLC, as tenant under the Overhang Lease, to surrender the leasehold estate
created by the Overhang Lease or to terminate, cancel, or so modify, change,
supplement, alter or amend the Overhang Lease, and any such surrender of the
leasehold estate created by the Overhang Lease or termination, cancellation,
modification, change, supplement, alteration or amendment of the Overhang Lease
without the prior consent of Lender shall be void and of no force and effect. If
Plaza LLC shall default beyond applicable notice and cure periods in the
performance or observance of any term, covenant or condition of the Overhang
Lease on the part of Plaza LLC, as tenant thereunder, to be performed or
observed, then, without limiting the generality of the other provisions of the
Note, this Security Instrument and the Other Security Documents, and without
waiving or releasing Plaza LLC from any of its obligations hereunder, Lender
shall have the right, but shall be under no obligation, to pay any sums and to
perform any act or take any action as may be appropriate to cause all of the
terms, covenants and conditions of the Overhang Lease on the part of Plaza LLC,
as tenant thereunder, to be performed or observed or to be promptly performed or
observed on behalf of Plaza LLC, to the end that the rights of Plaza LLC in, to
and under the Overhang Lease shall be kept unimpaired and free from default,
even though the existence of such event of default or the nature thereof be
questioned or denied by Plaza LLC or by any party on behalf of Plaza LLC. If
Lender shall make any payment or perform any act or take action in accordance
with the preceding sentence, Lender will notify Plaza LLC of the making of any
such payment, the performance of any such act, or the taking of any such action.
In any such event, subject to the rights of tenants, subtenants and other
occupants under the Leases, Lender and any person designated by Lender shall
have, and are hereby granted, the right to enter upon the Property at any time
and from time to time for the purpose of taking any such action. Lender may pay
and expend such sums of money as Lender deems reasonably necessary for any such
purpose and upon so doing shall be subrogated to any and all rights of the
ground lessor. Plaza LLC hereby agrees to pay to Lender immediately and without
demand, all such sums so paid and expended by Lender, together with interest
thereon from the day of such payment at the Default Rate. All sums so paid and
expended by Lender and the interest thereon shall be secured by the legal
operation and effect of this Security Instrument. If the ground lessor shall
deliver to Lender a copy of any notice of default sent by said lessor to Plaza
LLC, as tenant under the Overhang Lease, such notice absent additional material
information in the possession of Lender shall constitute full protection to
Lender for any action taken or omitted to be taken by Lender, in good faith, in
reliance thereon and in accordance with the provisions hereof. Plaza LLC will
not subordinate or consent to the subordination of the Overhang Lease to any
mortgage, security deed, lease or other interest on or in the lessor's interest
in all or any part of the Property, unless, in each such case, the written
consent of Lender shall have been first had and obtained.

                  (b) So long as any portion of the Debt shall remain unpaid,
unless Lender shall otherwise consent, the fee title to the Property and the
leasehold estate therein created pursuant to the provisions of the Overhang
Lease shall not merge but shall always be kept separate and distinct,
notwithstanding the union of such estates in Borrower, Lender, or in any

                                      -34-
   43
other person by purchase, operation of law or otherwise. Lender reserves the
right, at any time, to release portions of the Property, including, but not
limited to, the leasehold estate created by the Overhang Lease, with or without
consideration, at Lender's election, without waiving or affecting any of its
rights hereunder or under the Note or the Other Security Documents and any such
release shall not affect Lender's rights in connection with the portion of the
Property not so released.

                  (c) In the event that Plaza LLC, so long as any portion of the
Debt remains unpaid, shall be the owner and holder of the fee title to the
Overhang Leased Land, the lien of this Security Instrument shall be spread to
cover Plaza LLC's fee title to the Overhang Leased Land and said fee title shall
be deemed to be included in the Property. Plaza LLC agrees, at its sole cost and
expense, including without limitation Lender's reasonable attorneys' fees, to
(a) execute any and all documents or instruments necessary to subject its fee
title to the Overhang Leased Land to the lien of this Security Instrument; and
(b) provide a title insurance policy (in an amount equal to the fair market
value of the Overhang Leased Land based on an appraisal to be delivered by
Borrower to Lender) which shall insure that the lien of this Security Instrument
is a first lien on Plaza LLC's fee title to the Overhang Leased Land.
Notwithstanding the foregoing, if the Overhang Lease is for any reason
whatsoever terminated prior to the natural expiration of its term, and if,
pursuant to any provisions of the Overhang Lease or otherwise, Lender or its
designee shall acquire from the lessor thereunder another lease of the Overhang
Leased Land, Plaza LLC shall have no right, title or interest in or to such
other lease or the leasehold estate created thereby.

                  (d) If the Overhang Lease is terminated for any reason in the
event of the rejection or disaffirmance of the Overhang Lease pursuant to the
Bankruptcy Code, or any other law affecting creditor's rights, (i) the Borrower,
immediately after obtaining notice thereof, shall give notice thereof to Lender,
(ii) Borrower, without the prior written consent of Lender, shall not elect to
treat the Overhang Lease as terminated pursuant to Section 365(h) of the
Bankruptcy Code or any comparable federal or state statute or law, and any
election by Borrower made without such consent shall be void and (iii) this
Security Instrument and the Other Security Documents and all the liens, terms,
covenants and conditions of this Security Instrument and the Other Security
Documents hereby extends to and covers Borrower's possessory rights under
Section 365(h) of the Bankruptcy Code and to any claim for damages due to the
rejection of the Overhang Lease or other termination of the Overhang Lease. In
addition, Borrower hereby assigns irrevocably to Lender, Borrower's rights to
treat the Overhang Lease as terminated pursuant to Section 365(h) of the
Bankruptcy Code and to offset rents under such Overhang Lease in the event any
case, proceeding or other action is commenced by or against the Ground Lessor
under the Bankruptcy Code or any comparable federal or state statute or law,
provided that Lender shall not exercise such rights and shall permit Borrower to
exercise such rights with the prior written consent of Lender, not to be
unreasonably withheld or delayed, unless an Event of Default shall have occurred
and be continuing.

                  (e) Borrower hereby assigns to Lender, Borrower's right to
reject the Overhang Lease under Section 365 of the Bankruptcy Code or any
comparable federal or state statute or law with respect to any case, proceeding
or other action commenced by or against Borrower under the Bankruptcy Code or
comparable federal or state statute or law. Further, if Borrower shall desire to
so reject the Overhang Lease, at Lender's request, Borrower shall assign

                                      -35-
   44
its interest in the Overhang Lease to Lender in lieu of rejecting such Overhang
Lease as described above, upon receipt by Borrower of written notice from Lender
of such request together with Lender's agreement to cure any existing defaults
of Borrower under such Overhang Lease. Borrower hereby assigns to lender,
Borrower's right to seek an extension of the sixty (60) day period within which
Borrower must accept or reject the Overhang Lease under Section 365 of the Code
or any comparable federal or state statute or law with respect to any case,
proceeding or other action commenced by or against Borrower under the Bankruptcy
Code or comparable federal or state statute or law. Further, if Borrower shall
desire to so reject the Overhang Lease, at Lender's request, Borrower shall
assign its interest in the Overhang Lease to Lender in lieu of rejecting such
Overhang Lease as described above, upon receipt by Borrower of written notice
from Lender of such request together with Lender's agreement to cure any
existing defaults of Borrower under such Overhang Lease. Borrower hereby agrees
that if the Overhang Lease is terminated for any reason in the event of the
rejection or disaffirmance of the Overhang Lease pursuant to the Bankruptcy Code
or any other law affecting creditor's rights, any property not removed by the
Borrower as permitted or required by the Overhang Lease, shall at the option of
Lender be deemed abandoned by Borrower, provided that Lender may remove any such
property required to be removed by Borrower pursuant to the Overhang Lease and
all costs and expenses associated with such removal shall be paid by Borrower
within five (5) days of receipt by Borrower of an invoice for such removal costs
and expenses.

                  (f) Borrower shall be permitted to sublet any portion of the
Overhang Leased Land without prior written consent of Lender provided such
Sublease is permitted (or with the consent of the lessor) under the Overhang
Lease and otherwise complies with Section 3.7. Each such Lender-approved
sublease hereafter made shall provide that (a) in the event of any action for
the foreclosure of this Security Instrument, the sublease shall not terminate or
be terminable by the subtenant, by reason of the foreclosure of this Security
Instrument unless the subtenant is specifically named and joined in any such
action and unless a judgment is obtained therein against the subtenant and (b)
the subtenant shall attorn to the Lender or to the purchaser at the sale of the
Property on such foreclosure, as the case may be.

                  Section 3.26 Reserve Funds, Generally. Borrower grants to
Lender a first-priority perfected security interest in each of the Escrow Fund
and the Ground Lease Escrow Fund (the "RESERVE FUNDS") and any and all monies
now or hereafter deposited in each Reserve Fund as additional security for
payment of the Debt. Until expended or applied in accordance herewith, the
Reserve Funds shall constitute additional security for the Debt. Upon the
occurrence of an Event of Default, Lender may, in addition to any and all other
rights and remedies available to Lender, apply any sums then present in any or
all of the Reserve Funds to the payment of the Debt in any order in its sole
discretion. The Reserve Funds shall not constitute trust funds and may be
commingled with other monies held by Lender. The Reserve Funds shall be held in
an Eligible Account (as defined in the Cash Management Agreement) and shall bear
interest at a money market rate selected by Lender. All interest on a Reserve
Fund shall be added to and become a part of such Reserve Fund and shall be
disbursed in the same manner as other monies deposited in such Reserve Fund.
Borrower shall be responsible for payment of any federal, state or local income
or other tax applicable to the interest earned on the Reserve Funds. Borrower
shall not, without obtaining the prior written consent of Lender, further
pledge, assign or grant any security interest in any Reserve Fund or the monies
deposited therein or permit any lien or encumbrance to attach thereto, or any
levy to be made thereon, or

                                      -36-
   45
any UCC-1 Financing Statements, except those naming Lender as the secured party,
to be filed with respect thereto. Lender shall not be liable for any loss
sustained on the investment of any funds constituting the Reserve Funds to the
extent invested in Permitted Investments (as defined in the Cash Management
Agreement). Borrower shall indemnify Lender and hold Lender harmless from and
against any and all actions, suits, claims, demands, liabilities, losses,
damages, obligations and costs and expenses (including litigation costs and
reasonable attorneys fees and expenses) arising from or in any way connected
with the Reserve Funds or the performance of the obligations for which the
Reserve Funds were established. Borrower shall assign to Lender all rights and
claims Borrower may have against all persons or entities supplying labor,
materials or other services which are to be paid from or secured by the Reserve
Funds; provided, however, that Lender may not pursue any such right or claim
unless an Event of Default has occurred and remains uncured. Lender shall have
no liability for the rate of return earned or losses incurred on the investment
of the Escrow Fund unless any such losses are caused by the gross negligence or
willful misconduct of Lender to the extent invested in Permitted Investments (as
defined in the Cash Management Agreement). Notwithstanding anything to the
contrary contained in this Security Instrument, the Reserve Funds shall be
released to Borrower when and if Borrower shall have well and truly paid to
Lender the Debt in full and shall have well and truly performed the Other
Obligations as set forth in this Security Instrument.

                                   ARTICLE IV

                                SPECIAL COVENANTS

                  Borrower covenants and agrees that:

                  Section 4.1 Property Use. The Property shall be used primarily
as a shopping center and related uses thereto, and for no other primary use
without the prior written consent of Lender, which consent may be withheld in
Lender's sole and absolute discretion.

                  Section 4.2 ERISA. (a) It shall not engage in any transaction
which would cause any obligation, or action taken or to be taken, hereunder (or
the exercise by Lender of any of its rights under the Note, this Security
Instrument and the Other Security Documents) to be a non-exempt (under a
statutory or administrative class exemption) prohibited transaction under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").

                  (b) Borrower further covenants and agrees to deliver to Lender
such certifications or other evidence from time to time throughout the term of
the Security Instrument, as requested by Lender in its sole discretion, that (i)
Borrower is not an "employee benefit plan" as defined in Section 3(3) of ERISA,
which is subject to Title I of ERISA, or a "governmental plan" within the
meaning of Section 3(3) of ERISA; (ii) Borrower is not subject to state statutes
regulating investments and fiduciary obligations with respect to governmental
plans; and (iii) one or more of the following circumstances is true:

                  (A) Equity interests in Borrower are publicly offered
         securities, within the meaning of 29 C.F.R. Section 2510.3-101(b)(2);

                                      -37-
   46
                  (B) Less than twenty-five percent (25%) of each outstanding
            class of equity interests in Borrower are held by "benefit plan
            investors" within the meaning of 29 C.F.R. Section 2510.3-101(f)(2);
            or

                  (C) Borrower qualifies as an "operating company" or a "real
            estate operating company" within the meaning of 29 C.F.R. Section
            2510.3-101(c) or (e) or an investment company registered under The
            Investment Company Act of 1940.

            Section 4.3 Single Purpose Entity. Borrower represents, warrants,
covenants and agrees that it has not and shall not and agrees that its general
partner(s), if Borrower is a partnership, or its managing member(s), if Borrower
is a multiple-member limited liability company, (in each case, "PRINCIPAL"), has
not and shall not:

            (a) with respect to Borrower, engage in any business or activity
other than the ownership, operation and maintenance of the Property, and
activities incidental thereto and with respect to Principal, engage in any
business or activity other than the ownership of its interest in Borrower, and
activities incidental thereto including the management of the Property;

            (b) with respect to Borrower, acquire or own any material assets
other than (i) the Property, and (ii) such incidental Personal Property as may
be necessary for the operation of the Property and with respect to Principal,
acquire or own any material asset other than its interest in Borrower;

            (c) except for the recently completed merger of Alexander's of Kings
Plaza, Inc. with Plaza LLC or as otherwise may be permitted in this Security
Instrument, merge into or consolidate with any person or entity or dissolve,
terminate or liquidate in whole or in part, transfer or otherwise dispose of all
or substantially all of its assets or change its legal structure, without in
each case Lender's consent;

            (d) fail to preserve its existence as an entity duly organized,
validly existing and in good standing (if applicable) under the laws of the
jurisdiction of its organization or formation, or without the prior written
consent of Lender, amend, modify, terminate or fail to comply with the
provisions of Borrower's Partnership Agreement, Articles or Certificate of
Incorporation, Articles of Organization or similar organizational documents, as
the case may be, or of Principal's Partnership Agreement, Articles or
Certificate of Incorporation, Articles of Organization or similar organizational
documents, as the case may be, whichever is applicable;

            (e) own any subsidiary or make any investment in, any person or
entity without the consent of Lender;

            (f) commingle its assets with the assets of any of its members,
general partners, affiliates, principals or of any other person or entity
participate in a cash management system with any other entity or person or fail
to use its own separate stationery, invoices and checks;

            (g) with respect to Borrower, incur any debt, secured or unsecured,
direct or contingent (including guaranteeing any obligation), other than (i) the
Debt, (ii) trade payables in the ordinary course of its business of owning and
operating the Property, which do not in the

                                      -38-
   47
aggregate exceed $7,000,000 and which are not more than sixty (60) days past the
date incurred and which amounts are normal and reasonable under the
circumstances, provided such liabilities are not evidenced by a note and paid
when due, and (iii) such other liabilities that may be permitted pursuant to
this Security Instrument, and with respect to Principal, incur any debt secured
or unsecured, direct or contingent (including guaranteeing any obligations);

            (h) fail to pay its debts and liabilities from its assets as the
same shall become due;

            (i) fail to maintain its records, books of account and bank accounts
separate and apart from those of the members, general partners, principals and
affiliates of Borrower or of Principal, as the case may be, the affiliates of a
member, general partner or principal of Borrower or Principal, as the case may
be, and any other person or entity, (ii) permit its assets or liabilities to be
listed as assets or liabilities on the financial statement of any other entity
or person or (iii) include the assets or liabilities of any other person or
entity on its financial statements, except that in the case of (ii) or (iii) the
assets or liabilities of Borrower or Principal may be listed on the consolidated
financial statements of Alexander's Inc. and its consolidated subsidiaries or
another person or entity if required by GAAP;

            (j) enter into any contract or agreement with any member, general
partner, principal or affiliate of Borrower or of Principal, as the case may be,
Guarantor or Indemnitor, or any member, general partner, principal or affiliate
thereof, except upon terms and conditions that are commercially reasonable,
intrinsically fair and substantially similar to those that would be available on
an arms-length basis with third parties other than any member, general partner,
principal or affiliate of Borrower or of Principal, as the case may be,
Guarantor or Indemnitor, or any member, general partner, principal or affiliate
thereof; (Lender acknowledges the existence of a license agreement relating to
the energy plant at the Property between Plaza LLC and Alexander's of Brooklyn,
Inc. (the "POWER PLANT LICENSE") and no violation of this Section shall be
deemed to have occurred by reason of such agreement);

            (k) seek the dissolution or winding up in whole, or in part, of
Borrower or of Principal, as the case may be;

            (l) fail to correct any known misunderstandings regarding the
separate identity of Borrower, or of Principal, as the case may be, or any
member, general partner, principal or affiliate thereof or any other person;

            (m) guarantee or become obligated for the debts of any other entity
or person or hold itself out to be responsible for the debts of another person;

            (n) make any loans or advances to any third party, including any
member, general partner, principal or affiliate of Borrower, or of Principal, as
the case may be, or any member, general partner, principal or affiliate thereof
(except in connection with tenant improvements or leasing commissions in
connection with any Leases approved, deemed approved or not requiring approval
pursuant to Section 3.7 hereof) and shall not acquire obligations or securities
of any member, general partner, principal or affiliate of Borrower or Principal,
as the case may be, or any member, general partner, or affiliate thereof;

                                      -39-
   48
            (o) fail to file its own tax returns or be included on the tax
returns of any other person or entity except as required by applicable law or
with Alexander's, Inc. and its consolidated subsidiaries;

            (p) agree to, enter into or consummate any transaction which would
render Borrower or Principal, as the case may be, unable to furnish the
certification or other evidence referred to in Section 4.2(b) hereof;

            (q) fail either to hold itself out to the public as a legal entity
separate and distinct from any other entity or person or to conduct its business
solely in its own name or a name franchised or licensed to it by an entity other
than an affiliate of Borrower, and not as a division or part of any other entity
in order not (i) to mislead others as to the identity with which such other
party is transacting business, or (ii) to suggest that Borrower or Principal, as
the case may be, is responsible for the debts of any third party (including any
member, general partner, principal or affiliate of Borrower, or of Principal, as
the case may be, or any member, general partner, principal or affiliate
thereof);

            (r) file or consent to the filing of any petition, either voluntary
or involuntary, to take advantage of any applicable insolvency, bankruptcy,
liquidation or reorganization statute, or make an assignment for the benefit of
creditors;

            (s) share any common logo (other than any logo associated with the
trade name "Alexanders") with or hold itself out as or be considered as a
department or division of (i) any general partner, principal, member or
affiliate of Borrower or of Principal, as the case may be, (ii) any affiliate of
a general partner, principal or member of Borrower or of Principal, as the case
may be, or (iii) any other person or entity;

            (t) with respect to Principal, or the Borrower if the Borrower is an
approved single member limited liability company, fail at any time to have at
least two (2) independent directors or managers (each, an "INDEPENDENT
DIRECTOR") that are not and have not been for at least five (5) years: (a) a
stockholder, director, officer, employee, partner, member, attorney or counsel
of Borrower or of Principal or any affiliate of either of them; (b) a customer,
supplier or other person who derives any of its profits or revenues (other than
any fee paid to such director as compensation for such director to serve as an
Independent Director) from its activities with Borrower, Principal or any
affiliate of either of them (a "BUSINESS PARTY"); (c) a person or other entity
controlling or under common control with any such stockholder, partner, member,
director, officer, attorney, counsel or Business Party; or (d) a member of the
immediate family of any such stockholder, director, officer, employee, partner,
member, attorney, counsel or Business Party. (As used herein, the term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of management, policies or activities of a person or entity,
whether through ownership of voting securities, by contract or otherwise);

            (u) with respect to Principal, or the Borrower if the Borrower is an
approved single member limited liability company, permit its board of directors
to take any action which, under the terms of any articles of formation,
operating agreement, certificate of incorporation, by-laws or any voting trust
agreement with respect to any common stock, requires the unanimous

                                      -40-
   49
vote of one hundred percent (100%) of the members of the board unless at the
time of such action there shall be at least two (2) members who are an
Independent Director.

            (v) fail to allocate fairly and reasonably any overhead expenses
that are shared with an affiliate, including paying for office space and
services performed by an employee of an affiliate;

            (w) pledge its assets for the benefit of any other person or entity,
and with respect to Borrower, other than with respect to the Loan;

            (x) fail to maintain a sufficient number of employees in light of
its contemplated business operations (which may be zero);

            (y) fail to provide in its (i) articles of organization, certificate
of formation, limited liability company agreement, and/or operating agreement,
as applicable, if Borrower is a limited liability company, (ii) limited
partnership agreement, if Borrower is a limited partnership or (iii) certificate
of incorporation, if Borrower is a corporation, that for so long as the Loan is
outstanding pursuant to the Note and this Security Instrument, Borrower shall
not file or consent to the filing of any petition, either voluntary or
involuntary, to take advantage of any applicable insolvency, bankruptcy,
liquidation or reorganization statute, or make an assignment for the benefit of
creditors without the affirmative vote of each Independent Director (defined
below) and of all other general partners/managing members/directors of the
Borrower;

            (z) fail to hold its assets in its own name;

            (aa) if Borrower is a corporation, fail to consider the interests of
its creditors in connection with all corporate actions to the extent permitted
by applicable law; or

            (bb) have any of its obligations guaranteed by an affiliate except
Alexander's, Inc. or any successor entity thereto; or

            (cc) violate or cause to be violated the assumptions made with
respect to the single purpose, bankruptcy remote nature of Borrower and
Principal in the Non-Consolidation Opinion.

Lender acknowledges as of the date hereof that Plaza LLC, Parking LLC and Kings
LLC are each an approved single member limited liability company.

            Section 4.4 Restoration. The following provisions shall apply in
connection with the Restoration of the Property:

            (a) If the Net Proceeds (defined below) shall be less than
$7,000,000 and the costs of completing the Restoration shall be less than
$7,000,000, Borrower shall have the right to settle all claims with respect to
such Net Proceeds and the Net Proceeds will be disbursed by Lender to Borrower
upon receipt, provided that all of the conditions set forth in Subsection
4.4(b)(i)(A), (D), (H) and (I) are met and Borrower delivers to Lender a written
undertaking to expeditiously commence and to satisfactorily complete with due
diligence the Restoration in accordance with the terms of this Security
Instrument.

                                      -41-
   50
            (b) If the Net Proceeds are equal to or greater than $7,000,000 or
the costs of completing the Restoration are equal to or greater than $7,000,000.
Borrower shall have the right to settle all claims jointly with Lender with
respect to such Net Proceeds so long as (a) there is no Event of Default, (b)
Borrower continually and with commercially reasonable diligence proceeds to
negotiate a settlement, and (c) the insurance company has not claimed that as a
result of Borrower's action Borrower is not entitled to receipt of insurance
proceeds. Lender shall make the Net Proceeds available for the Restoration in
accordance with this Section 4.4(b). The term "NET PROCEEDS" for the purposes of
this Section 4.4 shall mean: the net amount of all insurance proceeds received
by Lender pursuant to Subsections 3.3(a)(i), (iv), (vi), (vii), (viii) and, as
applicable, (x) of this Security Instrument as a result of such damage or
destruction, after deduction of the reasonable costs and expenses (including,
but not limited to, reasonable counsel fees), if any, of collecting the same
("INSURANCE PROCEEDS"), or the net amount of the Award received by Lender, after
deduction of its reasonable costs and expenses (including, but not limited to,
reasonable counsel fees), if any, in collecting same ("CONDEMNATION PROCEEDS"),
whichever the case may be.

            (i) The Net Proceeds shall be made available to Borrower for the
      Restoration to the extent the Borrower is required to restore the
      Improvements pursuant to the terms and conditions of the COREA or that
      certain lease dated January 11, 1997 with Sears Roebuck and Co., or
      provided that each of the following conditions are met:

                  (A) no Event of Default shall have occurred and be continuing
            under the Note, this Security Instrument or any of the Other
            Security Documents;

                  (B) (1) in the event that the Net Proceeds are Insurance
            Proceeds, less than thirty-five percent (35%) of the total floor
            area of the Improvements has been damaged, destroyed or rendered
            unusable as a result of such fire or other casualty or (2) in the
            event that the Net Proceeds are Condemnation Proceeds, such
            condemnation or eminent domain proceeding does not render
            untenantable more than fifteen percent (15%) of the rental either of
            the Improvements or does not decrease the fair market value of the
            Property by more than fifteen percent (15%);

                  (C) Leases demising in the aggregate at least seventy-five
            percent (75%) of the total rentable space in the Property which has
            been demised under executed and delivered Leases in effect as of the
            date of the occurrence of such fire or other casualty, or taking by
            condemnation or eminent domain proceeding, shall remain in full
            force and effect during and after the completion of the Restoration;

                  (D) Borrower shall commence the Restoration as soon as
            reasonably practicable and shall diligently pursue the same to
            satisfactory completion;

                  (E) Lender shall be reasonably satisfied that any operating
            deficits which will be incurred with respect to the Property as a
            result of the occurrence of any such fire or other casualty, or
            taking by condemnation or eminent domain proceeding, will be covered
            out of (1) the Net Proceeds, (2) the insurance

                                      -42-
   51
            coverage referred to in Subsection 3.3(a)(iii), or (3) by other
            funds of, or available to, Borrower;

                  (F) Lender shall be reasonably satisfied that, upon the
            completion of the Restoration, the gross cash flow and the net cash
            flow of the Property will be restored to a level sufficient to cover
            all carrying costs and operating expenses of the Property,
            including, without limitation, debt service on the Note at a
            coverage ratio (after deducting all required reserves as required by
            Lender from net operating income) of at least 1.10 to 1.0, which
            coverage ratio shall be determined by Lender in its sole and
            absolute discretion on the basis of the Applicable Interest Rate (as
            defined in the Note);

                  (G) Lender shall be satisfied that the Restoration will be
            completed on or before the earliest to occur of (1) six (6) months
            prior to the Maturity Date (as defined in the Note), (2) prior to
            the expiration of the loss of rents insurance which is required to
            be maintained pursuant to Subsection 3.3(a)(iii) hereof, (3) such
            time as may be required under applicable zoning law, ordinance, rule
            or regulation in order to repair and restore the Property to
            substantially the same condition it was in immediately prior to such
            fire or other casualty, or taking by condemnation or eminent domain
            proceeding or (4) the earliest date required for such completion
            under the terms of any Leases which are required in accordance with
            the provisions of Subsection 4.4(b)(i)(C) to remain in effect
            subsequent to the occurrence of such fire or other casualty, or
            taking by condemnation or eminent domain preceding, and the
            completion of the Restoration;

                  (H) the Property and the use thereof after the Restoration
            will be in material compliance with and permitted under all
            applicable zoning laws, ordinances, rules and regulations;

                  (I) the Restoration shall be done and completed by Borrower in
            an expeditious and diligent fashion and in compliance with all
            applicable governmental laws, rules and regulations (including,
            without limitation, all applicable Environmental Laws (defined
            below)); and

                  (J) such fire or other casualty or taking, as applicable, does
            not result in a temporary loss of access to the Property or the
            Improvements which cannot be restored in connection with the
            Restoration.

            (ii) The Net Proceeds shall be held by Lender and, until disbursed
      in accordance with the provisions of this Subsection 4.4(b), shall
      constitute additional security for the Obligations. The Net Proceeds shall
      be disbursed by Lender to, or as directed by, Borrower from time to time
      during the course of the Restoration, upon receipt of evidence
      satisfactory to Lender that (A) all materials installed and work and labor
      performed (except to the extent that they are to be paid for out of the
      requested disbursement) in connection with the Restoration have been paid
      for in full (subject to applicable retainages), and (B) there exist no
      notices of pendency, stop orders, mechanic's or materialman's liens or
      notices of intention to file same, or any other liens

                                      -43-
   52
      or encumbrances of any nature whatsoever recorded against the Property
      arising out of the Restoration which have not either been fully bonded to
      the reasonable satisfaction of Lender and discharged of record or in the
      alternative fully insured to the reasonable satisfaction of Lender by the
      title company insuring the lien of this Security Instrument.

            (iii) If the Net Proceeds are equal to or greater than $7,000,000,
      all plans and specifications (other than those setting forth the
      restoration of leasehold improvements to be performed by applicable
      tenants under Leases) required in connection with the Restoration shall be
      subject to prior review and acceptance (which shall not be unreasonably
      withheld) in all respects by Lender and the Casualty Consultant (as
      defined herein); which plans and specifications shall be deemed approved
      in the event that Lender shall not have notified Borrower in writing of
      its disapproval (together with a statement of the grounds of such
      disapproval) within thirty (30) days after Borrower has submitted such
      plans and specifications to Lender for approval. After an Event of
      Default, Lender shall have the use of the plans and specifications
      (whether or not approved in connection with the preceding sentence) and
      all permits, licenses and approvals required or obtained in connection
      with the Restoration. If the Net Proceeds are equal to or greater than
      $7,000,000, the identity of the contractors, subcontractors and
      materialmen engaged in the Restoration, as well as the contracts under
      which they have been engaged, shall be subject to prior review and
      acceptance (which shall not be unreasonably withheld or delayed) by Lender
      and the Casualty Consultant; which persons and contracts shall be deemed
      approved in the event that Lender shall not have notified Borrower in
      writing of its disapproval (together with a statement of the grounds of
      such disapproval) within thirty (30) days after Borrower has submitted the
      identity of such persons and such contracts to Lender for approval. Plans
      and specifications and/or identities and contracts submitted to Lender for
      its approval in accordance with this Subsection 4.4(b)(iii) shall be sent
      in an envelope labeled "PRIORITY" and shall state at the top of the first
      page in bold lettering "LENDER'S RESPONSE IS REQUIRED WITHIN THIRTY DAYS
      OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A MORTGAGE BETWEEN THE
      UNDERSIGNED AND LENDER." All costs and expenses incurred by Lender in
      connection with making the Net Proceeds available for the Restoration
      including, without limitation, reasonable counsel fees and disbursements
      and the Casualty Consultant's fees, shall be paid by Borrower.

            (iv) In no event shall Lender be obligated to make disbursements of
      the Net Proceeds in excess of an amount equal to the costs actually
      incurred from time to time in connection with the Restoration, as
      certified by an independent consulting engineer selected by Lender (the
      "CASUALTY CONSULTANT"), minus the Casualty Retainage. The term "CASUALTY
      RETAINAGE" as used in this Section 4.4 shall mean an amount equal to ten
      percent (10%) of the costs actually incurred for work in place as part of
      the Restoration, as certified by the Casualty Consultant, until such time
      as the Casualty Consultant certifies to Lender that Net Proceeds
      representing fifty percent (50%) of the required Restoration have been
      disbursed. There shall be no Casualty Retainage with respect to costs
      actually incurred by Borrower for work in place in completing the last
      fifty percent (50%) of the required Restoration. The Casualty Retainage
      shall in no event, and notwithstanding anything to the contrary set forth
      above in this Subsection 4.4(b), be less than the amount actually held
      back by Borrower from contractors, subcontractors and

                                      -44-
   53
      materialmen engaged in the Restoration. The Casualty Retainage shall not
      be released until the Casualty Consultant certifies to Lender that the
      Restoration has been completed in accordance with the provisions of this
      Subsection 4.4(b) and that all approvals necessary for the re-occupancy
      and use of the Property have been obtained from all appropriate
      governmental and quasi-governmental authorities, and Lender receives
      evidence satisfactory to Lender that the costs of the Restoration have
      been paid in full or will be paid in full out of the Casualty Retainage,
      provided, however, that Lender will release the portion of the Casualty
      Retainage being held with respect to any contractor, subcontractor or
      materialman engaged in the Restoration as of the date upon which the
      Casualty Consultant certifies to Lender that the contractor, subcontractor
      or materialman has substantially completed all work and has supplied all
      materials substantially in accordance with the provisions of the
      contractor's, subcontractor's or materialman's contract, and the
      contractor, subcontractor or materialman delivers the lien waivers and
      evidence of payment in full of all sums due to the contractor,
      subcontractor or materialman as may be reasonably requested by Lender or
      by the title company insuring the lien of this Security Instrument. If
      required by Lender, the release of any such portion of the Casualty
      Retainage shall be approved by the surety company, if any, which has
      issued a payment or performance bond with respect to the contractor,
      subcontractor or materialman.

            (v) Lender shall not be obligated to make disbursements of the Net
      Proceeds more frequently than once every calendar month.

            (vi) If at any time the Net Proceeds or the undisbursed balance
      thereof shall not, in the reasonable opinion of Lender, be sufficient to
      pay in full the balance of the costs which are estimated by the Casualty
      Consultant to be incurred in connection with the completion of the
      Restoration, Borrower shall deposit the deficiency (the "NET PROCEEDS
      DEFICIENCY") with Lender before any further disbursement of the Net
      Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender
      shall be held by Lender and shall be disbursed solely for costs actually
      incurred in connection with the Restoration on the same conditions
      applicable to the disbursement of the Net Proceeds pursuant to the terms
      and conditions of this Section 4.4, and until so disbursed pursuant to
      this Subsection 4.4(b) shall constitute additional security for the
      Obligations.

            (vii) The excess, if any, of the Net Proceeds and the remaining
      balance, if any, of the Net Proceeds Deficiency deposited with Lender
      after the Casualty Consultant certifies to Lender that the Restoration has
      been substantially completed in accordance with the provisions of this
      Subsection 4.4(b), and the receipt by Lender of evidence satisfactory to
      Lender that all costs incurred in connection with the Restoration have
      been paid in full, shall be remitted by Lender to Borrower, provided no
      Event of Default shall have occurred and shall be continuing under the
      Note, this Security Instrument or any of the Other Security Documents.

            (c) All Net Proceeds not required (i) to be made available for the
Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant
to Subsection 4.4(b)(vii) may be retained and applied by Lender toward the
payment of the Debt whether or not then due and payable in such order, priority
and proportions as Lender in its discretion shall deem proper or, at

                                      -45-
   54
the discretion of Lender, the same may be paid, either in whole or in part, to
Borrower for such purposes as Lender shall designate, in its discretion. If
Lender shall receive and retain Net Proceeds, (i) the lien of this Security
Instrument shall be reduced only by the amount thereof received and retained by
Lender and actually applied by Lender in reduction of the Debt; and (ii)
notwithstanding the provisions of Section 3.3(h) and 3.6, Borrower shall not be
required to repair or restore the Property to the condition or character the
Property was in immediately prior to such casualty or condemnation so long as no
Event of Default has occurred and is continuing but Borrower shall be required
to (A) remove all debris and repair or restore the Property to ensure that the
Property is safe and not dangerous to health or other property and in compliance
with all Applicable Laws, (B) repair or restore the property such that it is a
functional commercial development similar in character to the use and operation
of the Property prior to any such casualty or condemnation, (C) use commercial
reasonable efforts to comply with the provision of Section 4.4(b) hereof to the
extent possible. In connection with any Net Proceeds applied to the payment of
the Debt, to the extent reasonable and at the cost and expense of Borrower
(including all taxes, recording fees and other charges payable in connection
with a assignment) and in compliance with all Applicable Laws, Lender shall
cooperate with Borrower to split this Security Instrument in accordance with
Section 7.6 and assign a portion of the Debt in order to save mortgage recording
tax so long as any such assignment does not have a material adverse effect on
the Property or the value of the Loan and that the Borrower complies with the
conditions to an assignment in Section 22.8(A) to (F).

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

            Borrower represents and warrants to Lender that:

            Section 5.1 Warranty of Title. Borrower has good title to the
Property and has the right to mortgage, grant, bargain, sell, pledge, assign,
warrant, transfer and convey the same. The following are held by Borrower: (a)
Plaza LLC possesses an unencumbered fee simple absolute estate in the Fee Land
and the Improvements thereon and an unencumbered leasehold interest in the
Overhang Land and the Improvements thereon, (b) Parking LLC possesses an
unencumbered fee simple absolute estate in the Parking Land and the Improvements
thereon, (c) Kings LLC possesses an unencumbered leasehold interest in the City
Leased Land and the Improvements thereon, and (d) Borrower owns the Property
free and clear of all liens, encumbrances and charges whatsoever, except in the
case of each of (a) to (d) above for those exceptions shown in the title
insurance policy insuring the lien of this Security Instrument (the "PERMITTED
EXCEPTIONS"), the Leases, the Power Plant License and the Overhang Lease.
Borrower shall forever warrant, defend and preserve the title and the validity
and priority of the lien of this Security Instrument and shall forever warrant
and defend the same to Lender against the claims of all persons whomsoever.

            Section 5.2 Authority. Borrower (and the undersigned representative
of Borrower, if any) has full power, authority and legal right to execute this
Security Instrument, and to mortgage, grant, bargain, sell, pledge, assign,
warrant, transfer and convey the Property pursuant to the terms hereof and to
keep and observe all of the terms of this Security Instrument on Borrower's part
to be performed.

                                      -46-
   55
            Section 5.3 Legal Status and Authority. Borrower (a) is duly
organized, validly existing and in good standing under the laws of its state of
organization or incorporation; (b) is duly qualified to transact business and is
in good standing in the State where the Property is located; and (c) has all
necessary approvals, governmental and otherwise, and full power and authority to
own the Property and carry on its business as now conducted and proposed to be
conducted. Borrower now has and shall continue to have the full right, power and
authority to operate and lease the Property, to encumber the Property as
provided herein and to perform all of the other obligations to be performed by
Borrower under the Note, this Security Instrument and the Other Security
Documents.

            Section 5.4 Validity of Documents. (a) The execution, delivery and
performance of the Note, this Security Instrument and the Other Security
Documents and the borrowing evidenced by the Note (i) are within the corporate
power and authority of Borrower; (ii) have been authorized by all requisite
corporate action; (iii) have received all necessary approvals and consents,
corporate, governmental or otherwise; (iv) will not violate, conflict with,
result in a breach of or constitute (with notice or lapse of time, or both) a
default under any provision of law, any order or judgment of any court or
governmental authority, the articles of incorporation, by-laws, partnership or
trust agreement, articles of organization, operating agreement, or other
governing instrument of Borrower, or any indenture, agreement or other
instrument to which Borrower is a party or by which it or any of its assets or
the Property is or may be bound or affected; (v) will not result in the creation
or imposition of any lien, charge or encumbrance whatsoever upon any of its
assets, except the lien and security interest created hereby; and (vi) will not
require any authorization or license from, or any filing with, any governmental
or other body (except for the recordation of this Security Instrument in
appropriate land records in the State where the Property is located and except
for Uniform Commercial Code filings relating to the security interest created
hereby); (b) the Note, this Security Instrument and the Other Security Documents
constitute the legal, valid and binding obligations of Borrower, except as may
be limited by bankruptcy, insolvency or other similar laws affecting the rights
of creditors generally.

            Section 5.5 Litigation. Except as disclosed on Schedule I attached
hereto, there is no action, suit or proceeding, judicial, administrative or
otherwise (including any condemnation or similar proceeding), pending against or
affecting Borrower which would have a material adverse effect on the Property or
Borrower's ability to pay the Debt as and when due.

            Section 5.6 Status of Property. (a) No portion of the Improvements
is located in an area identified by the Secretary of Housing and Urban
Development or any successor thereto as an area having special flood hazards
pursuant to the Flood Insurance Acts or, if any portion of the Improvements is
located within such area, Borrower has obtained and will maintain the insurance
prescribed in Section 3.3 hereof.

            (b) To the best of Borrower's knowledge, after due inquiry and
investigation, Borrower has obtained all necessary certificates, licenses and
other approvals, governmental and otherwise, necessary for Borrower's operation
of the Property and the conduct of its business and all required zoning,
building code, land use, environmental and other similar permits or approvals,
all of which are in full force and effect as of the date hereof.

                                      -47-
   56
            (c) To the best of Borrower's knowledge, after due inquiry and
investigation, there are no violations of any applicable zoning ordinances,
building codes, land use and Environmental Laws or other similar laws applicable
to the Property or the use and occupancy thereof which would have a material
adverse effect on the value, operation or net operating income of the Property.

            (d) The Property is served by all utilities required for the current
use thereof. All utility service is provided by public utilities (except that
electrical service is provided by an on-site electrical plant) and the Property
has accepted or is equipped to accept such utility service.

            (e) All public roads and streets necessary for service of and access
to the Property for the current or contemplated use thereof have been completed,
are serviceable and are physically and legally open for use by the public.

            (f) The Property is served by public water and sewer systems.

            (g) The Property is free from damage caused by fire or other
casualty.

            (h) All costs and expenses of any and all labor, materials, supplies
and equipment used in the construction or maintenance of the Improvements are
not delinquent in payment and all payment and other obligations required to be
paid to or performed by Borrower (or its predecessors) on behalf of Macy's Inc.
in connection with the renovation obligations under that certain Amended and
Restated Construction Operation and Reciprocal Easement Agreement ("COREA")
dated as of June 18, 1998 by and among Macy's Kings Plaza Real Estate, Inc.
("MACY'S"), Alexander's Kings Plaza Center, Inc. ("AKPC") and Alexander's
Department Stores of Brooklyn, Inc. ("ADSB") and/or Supplemental Agreement dated
June 18, 1998 by and among Macy's, AKPC and ADSB have been paid in full or
performed.

            (i) Borrower has paid in full for, and is the owner of, all
furnishings, fixtures and equipment (other than tenants' property) used in
connection with the operation of the Property, free and clear of any and all
security interests, liens or encumbrances, except the lien and security interest
created hereby.

            (j) All liquid and solid waste disposal, septic and sewer systems
located on the Property are in a good and safe condition and repair and in
material compliance with all Applicable Laws.

            (k) All the Improvements lie within the boundaries of the Land.

            Section 5.7 No Foreign Person. Borrower is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986,
as amended and the related Treasury Department regulations, including temporary
regulations.

            Section 5.8 Separate Tax Lot. Except as otherwise disclosed to
Lender, the Property is assessed for real estate tax purposes as one or more
wholly independent tax lot or lots, separate from any adjoining land or
improvements not constituting a part of such lot or lots,

                                      -48-
   57
and no other land or improvements is assessed and taxed together with the
Property or any portion thereof.

            Section 5.9 ERISA Compliance. (a) As of the date hereof and
throughout the term of this Security Instrument, (i) Borrower is not and will
not be an "employee benefit plan" as defined in Section 3(3) of ERISA, which is
subject to Title I of ERISA, and (ii) the assets of Borrower do not and will not
constitute "plan assets" of one or more such plans for purposes of Title I of
ERISA; and

            (b) As of the date hereof and throughout the term of this Security
Instrument (i) Borrower is not and will not be a "governmental plan" within the
meaning of Section 3(3) of ERISA and (ii) transactions by or with Borrower are
not and will not be subject to state statutes applicable to Borrower regulating
investments of and fiduciary obligations with respect to governmental plans.

            Section 5.10 Intentionally Deleted.

            Section 5.11 Financial Condition. Borrower (a) has not entered into
the transaction or executed the Note, this Security Instrument or any Other
Security Document with the actual intent to hinder, delay or defraud any
creditor, (b) is solvent, and no proceeding under Creditors Rights Laws with
respect to Borrower has been initiated, and (c) received reasonably equivalent
value in exchange for its obligations under such documents. Giving effect to the
Loan, the fair saleable value of Borrower's assets exceeds and will, immediately
following the making of the Loan, exceed Borrower's total liabilities,
including, without limitation, subordinated, unliquidated, disputed and
contingent liabilities. The fair saleable value of Borrower's assets is and
will, immediately following the making of the Loan, be greater than Borrower's
probable liabilities, including the maximum amount of its contingent liabilities
on its debts as such debts become absolute and matured. Borrower's assets do not
and, immediately following the making of the Loan will not, constitute
unreasonably small capital to carry out its business as conducted or as proposed
to be conducted. Borrower does not intend to, and does not believe that it will,
incur debt and liabilities (including contingent liabilities and other
commitments) beyond its ability to pay such debt and liabilities as they mature
(taking into account the timing and amounts of cash to be received by Borrower
and the amounts to be payable on or in respect of obligations of Borrower).
Except as expressly disclosed to Lender in writing, no petition in bankruptcy
has been filed against Borrower, Guarantor, Indemnitor or any related entity
thereof, or any principal, general partner or member thereof, in the last seven
(7) years, and neither Borrower, Guarantor, Indemnitor nor any related entity
thereof, nor any principal, general partner or member thereof, in the last seven
(7) years has ever made an assignment for the benefit of creditors or taken
advantage of any Creditors Rights Laws.

            Section 5.12 Business Purposes. The loan evidenced by the Note
secured by the Security Instrument and the Other Security Documents (the "LOAN")
is solely for the business purpose of Borrower.

            Section 5.13 Taxes. Borrower has filed all federal, state, county,
municipal, and city income and other tax returns required to have been filed by
them and have paid all taxes and related liabilities which have become due
pursuant to such returns or pursuant to any assessments

                                      -49-
   58
received by them. Borrower knows of no basis for any additional assessment in
respect of any such taxes and related liabilities for prior years.

            Section 5.14 Mailing Address. Borrower's mailing address, as set
forth in the opening paragraph hereof or as changed in accordance with the
provisions hereof, is true and correct.

            Section 5.15 No Change in Facts or Circumstances. All financing
statements, rent rolls, reports, certificates and other documents submitted by
or on behalf of Borrower in connection with the closing of the Loan are
accurate, complete and correct in all material respects. There has been no
material adverse change in any condition, fact, circumstance or event that would
make any such information inaccurate, incomplete or otherwise misleading.

            Section 5.16 Non-Consolidation Opinion Assumptions. All of the
assumptions with respect to Borrower, Guarantor, Indemnitor and Manager made in
the Non-Consolidation Opinion, including, but not limited to, any exhibits
attached thereto, are true and correct.

            Section 5.17 Federal Reserve Regulations. No part of the proceeds of
the Loan will be used for the purpose of purchasing or acquiring any "margin
stock" within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System or for any other purpose which would be inconsistent with
such Regulation U or any other Regulations of such Board of Governors, or for
any purposes prohibited by Legal Requirements or by the terms and conditions of
this Security Instrument, the Note or the Other Security Documents.

            Section 5.18 Illegal Activity. No portion of the Property has been
or will be purchased with proceeds of any illegal activity.

            Section 5.19 Contracts. All contracts, agreements, consents,
waivers, documents and writings of every kind or character at any time to which
Borrower is a party to be delivered to Lender pursuant to any of the provisions
of this Security Instrument are valid and enforceable against Borrower and, to
the best knowledge of Borrower, are enforceable against all other parties (with
the exception of Lender) thereto, and, to Borrower's actual knowledge, in all
respects are what they purport to be and, to the best knowledge of Borrower, to
the extent that any such writing shall impose any obligation or duty on the
party thereto or constitute a waiver of any rights which any such party might
otherwise have, said writing shall be valid and enforceable against said party
in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization or similar laws affecting the
rights of creditors generally.

            Section 5.20 Investment Company Act. Borrower is not (a) an
"investment company" or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended; (b) a
"holding company" or a "subsidiary company" of a "holding company" or an
"affiliate" of either a "holding company" or a "subsidiary company" within the
meaning of the Public Utility Holding Company Act of 1935, as amended; or (c)
subject to any other federal or state law or regulation which purports to
restrict or regulate its ability to borrow money.

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            Section 5.21 Disclosure. Borrower has disclosed to Lender all
material facts and has not failed to disclose any material fact that could cause
any representation or warranty made herein to be materially misleading.

            Section 5.22 Principal Place of Business; State of Organization.
Borrower's principal place of business as of the date hereof is the address set
forth in the introductory paragraph hereof. The Borrower is organized under the
laws of the state of Delaware.

            Section 5.23 Illegal Activity/Forfeiture. (a) No portion of the
Property has been or will be purchased, improved, equipped or furnished with
proceeds of any illegal activity and to the best of Borrower's knowledge, there
are no illegal activities or activities relating to controlled substances at the
Property.

            (b) There has not been and shall never be committed by Borrower or
any other person in occupancy of or involved with the operation or use of the
Property any act or omission affording the federal government or any state or
local government the right of forfeiture as against the Property or any part
thereof or any monies paid in performance of Borrower's obligations under the
Note, this Security Instrument or the Other Security Documents. Borrower hereby
covenants and agrees not to commit, permit or suffer to exist any act or
omission affording such right of forfeiture.

            Section 5.24 Permitted Exceptions. None of the Permitted Exceptions,
individually or in the aggregate, materially interferes with the benefits of the
security intended to be provided by the Security Instrument, the Note, and the
Other Security Documents, materially and adversely affects the value of the
Property, impairs the use or the operation of the Property or impairs Borrower's
ability to pay its obligations in a timely manner.

            Section 5.25 Ground Lease.

            (a) Recording; Modification. The Ground Lease has been duly
recorded, the Ground Lease permits the interest of Borrower to be encumbered by
this Security Instrument or the lessor under the Ground Lease (the "GROUND
Lessor") has approved and consented to the encumbrance of the Property by this
Security Instrument and except as set forth on Schedule I, there have not been
amendments or modifications to the terms of the Ground Lease since recordation
thereof. The Ground Lease may not be canceled, terminated, surrendered or
amended without the prior written consent of Lender.

            (b) No Liens. Except for the Permitted Exceptions, Borrower's
interest in the Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, this Security Instrument other than
Ground Lessor's related fee interest.

            (c) Ground Leases Assignable. Borrower's interest in the Ground
Lease is assignable to Lender upon notice to, but without the consent of, the
Ground Lessor (or, if any such consent is required, it has been obtained prior
to the Closing Date). The Ground Lease is further assignable by Lender, its
successors and assigns without Ground Lessor's consent or such consent shall
have been received pursuant to an estoppel letter received by Lender from the
lessor under the Ground Lease.

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            (d) Default. As of the date hereof, the Ground Lease is in full
force and effect and no default has occurred under the Ground Lease and there is
no existing condition which, but for the passage of time or the giving of
notice, could result in a default under the terms of the Ground Lease.

            (e) Notice. The Ground Lease requires Ground Lessor to give notice
of any default by Borrower to Lender. The Ground Lease, or estoppel letter
received by Lender from Ground Lessor, further provides that notice of
termination given under the Ground Leases is not effective against Lender unless
a copy of the notice has been delivered to Lender in the manner described in the
Ground Lease.

            (f) Cure. Lender is permitted the opportunity (including, where
necessary, sufficient time to gain possession of the interest of Borrower under
the Ground Lease) to cure any default under the Ground Lease, which is curable
after the receipt of notice of any such default before the Ground Lessor may
terminate the Ground Lease.

            (g) Term. The Ground Lease has a term (upon the exercise of the
renewal options set forth in the Ground Lease) which extends not less than
twenty (20) years beyond the Maturity Date.

            (h) New Leases. The Ground Lease requires Ground Lessor to enter
into a new lease upon termination of the Ground Lease by reason of any default
by Borrower or the bankruptcy or insolvency of Borrower, including rejection of
the Ground Lease in a bankruptcy proceeding.

            (i) Insurance and Condemnation Proceeds. (i) Under the terms of this
Security Instrument, the Ground Lease and the estoppel letter received by Lender
from Ground Lessor, any related insurance proceeds allocable under the Ground
Lease to Borrower's leasehold improvements located on the Property pursuant to
the provisions contained therein will be applied either to the repair or
restoration of all or part of the Property, with Lender having the right,
subject to the provisions contained herein, to hold and disburse the proceeds as
the repair or restoration progresses, or to the payment of the outstanding
principal balance of the Loan together with any accrued interest thereon.

            (ii) Under the terms of this Security Instrument, the Ground Lease
and the estoppel letter received by Lender from Ground Lessor, taken together,
any related condemnation proceeds allocable to Borrower's leasehold improvements
located on the Property will be paid, subject to the provisions contained
therein, to the Ground Lessor and Borrower.

            (j) Subleasing. The Ground Lease does not impose any commercially
unreasonable restrictions on subleasing except that such subleasing shall be
subject to the consent of Ground Lessor.

            Section 5.26 Overhang Lease.

            A Memorandum of Overhang Lease has been duly recorded, the Overhang
Lease permits the interest of Borrower to be encumbered by this Security
Instrument and there have not been amendments or modifications to the terms of
the Overhang Lease since recordation. The

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Overhang Lease may not be canceled, terminated, surrendered or amended without
the prior written consent of Lender as a successor holder of the Leasehold
Mortgage (as defined in the Overhang Lease). Except for the Permitted
Exceptions, Borrower's interest in the Overhang Lease is not subject to any
liens or encumbrances superior to, or of equal priority with, this Security
Instrument other than Overhang Lessor's related fee interest. Borrower's
interest in the Overhang Lease is assignable to Lender as a successor holder of
the Leasehold Mortgage (as defined in the Overhang Lease) upon notice to, but
without the consent of, the Overhang Lessor. The Overhang Lease is further
assignable by Lender, its successors and assigns as a successor holder of the
Leasehold Mortgage (as defined in the Overhang Lease) without the Overhang
Lessor's consent. As of the date hereof, the Overhang Lease is in full force and
effect and no default has occurred under the Overhang Lease and there is no
existing condition which, but for the passage of time or the giving of notice,
could result in a default under the terms of the Overhang Lease. The Lease
requires Lessor to give notice of any default by Borrower to Lender provided
that the Lender duly notifies the Overhang Lessor that it is the successor
Leasehold Mortgagee. The Overhang Lease has a term which extends not less than
twenty (20) years beyond the Maturity Date.

                                   ARTICLE VI

                            OBLIGATIONS AND RELIANCES

            Section 6.1 Relationship of Borrower and Lender. The relationship
between Borrower and Lender is solely that of debtor and creditor, and Lender
has no fiduciary or other special relationship with Borrower, and no term or
condition of any of the Note, this Security Instrument and the Other Security
Documents shall be construed so as to deem the relationship between Borrower and
Lender to be other than that of debtor and creditor.

            Section 6.2 No Reliance on Lender. The members, general partners,
principals and (if Borrower is a trust) beneficial owners of Borrower are
experienced in the ownership, leasing and operation of properties similar to the
Property, and Borrower and Lender are relying solely upon such expertise and
business plan in connection with the ownership and operation of the Property.
Borrower is not relying on Lender's expertise, business acumen or advice in
connection with the Property.

            Section 6.3 No Lender Obligations. (a) Notwithstanding the
provisions of Subsections 1.1(f) and (l) or Section 1.2, Lender is not
undertaking the performance of (i) any obligations under the Leases; or (ii) any
obligations with respect to such agreements, contracts, certificates,
instruments, franchises, permits, trademarks, licenses and other documents.

            (b) By accepting or approving anything required to be observed,
performed or fulfilled or to be given to Lender pursuant to this Security
Instrument, the Note or the Other Security Documents, including, without
limitation, any officer's certificate, balance sheet, statement of profit and
loss or other financial statement, survey, appraisal, or insurance policy,
Lender shall not be deemed to have warranted, consented to, or affirmed the
sufficiency, the legality or effectiveness of same (other than for purposes of
funding the Loan) and such acceptance or approval thereof shall not constitute
any warranty or affirmation with respect thereto by Lender.

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   62
            Section 6.4 Reliance. Borrower recognizes and acknowledges that in
accepting the Note, this Security Instrument and the Other Security Documents,
Lender is expressly and primarily relying on the truth and accuracy of the
warranties and representations set forth in Article 5 and Article 12 without any
obligation to investigate the Property and notwithstanding any investigation of
the Property by Lender; that such reliance existed on the part of Lender prior
to the date hereof; that the warranties and representations are a material
inducement to Lender in accepting the Note, this Security Instrument and the
Other Security Documents; and that Lender would not be willing to make the Loan
and accept this Security Instrument in the absence of the warranties and
representations as set forth in Article 5 and Article 12.

                                  ARTICLE VII

                               FURTHER ASSURANCES

            Section 7.1 Recording of Security Instrument, Etc. Borrower
forthwith upon the execution and delivery of this Security Instrument and
thereafter, from time to time, upon the written request of Lender, will cause
this Security Instrument and any of the Other Security Documents creating a lien
or security interest or evidencing the lien hereof upon the Property and each
instrument of further assurance to be filed, registered or recorded in such
manner and in such places as may be required by any present or future law in
order to publish notice of and fully to protect and perfect the lien or security
interest hereof upon, and the interest of Lender in, the Property. Borrower will
pay all taxes, filing, registration or recording fees, and all expenses incident
to the preparation, execution, acknowledgment and/or recording of the Note, this
Security Instrument, the Other Security Documents, any note or mortgage
supplemental hereto, any security instrument with respect to the Property and
any instrument of further assurance, and any modification or amendment of the
foregoing documents, and all federal, state, county and municipal taxes, duties,
imposts, assessments and charges arising out of or in connection with the
execution and delivery of this Security Instrument, any mortgage supplemental
hereto, any security instrument with respect to the Property or any instrument
of further assurance, and any modification or amendment of the foregoing
documents, except where prohibited by law so to do.

            Section 7.2 Further Acts, Etc. Borrower will, at the cost of
Borrower, and without expense to Lender, do, execute, acknowledge and deliver
all and every such further acts, deeds, conveyances, mortgages, assignments,
notices of assignments, transfers and assurances as Lender shall, from time to
time, reasonably require, for the better assuring, conveying, assigning,
transferring, and confirming unto Lender the property and rights hereby
mortgaged, granted, bargained, sold, conveyed, confirmed, pledged, assigned,
warranted and transferred or intended now or hereafter so to be, or which
Borrower may be or may hereafter become bound to convey or assign to Lender, or
for carrying out the intention or facilitating the performance of the terms of
this Security Instrument or for filing, registering or recording this Security
Instrument, or for complying with all Applicable Laws, provided, that such
action shall not alter the material terms of the Loan Documents. Borrower, on
demand, will execute and deliver and hereby authorizes Lender to execute in the
name of Borrower or without the signature of Borrower to the extent

                                      -54-
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Lender may lawfully do so, one or more financing statements, chattel mortgages
or other instruments, to evidence more effectively the security interest of
Lender in the Property.

            Section 7.3 Changes in Tax, Debt Credit and Documentary Stamp Laws.
(a) If any law is enacted or adopted or amended after the date of this Security
Instrument which deducts the Debt from the value of the Property for the purpose
of taxation or which imposes a tax, either directly or indirectly, on the Debt
or Lender's interest in the Property, Borrower will pay the tax, with interest
and penalties thereon, if any. If Lender is advised by counsel chosen by it that
the payment of tax by Borrower would be unlawful or taxable to Lender or
unenforceable or provide the basis for a defense of usury, then Lender shall
have the option upon written notice to Borrower of not less than ninety (90)
days to declare the Debt immediately due and payable.

            (b) Borrower will not claim or demand or be entitled to any credit
or credits on account of the Debt for any part of the Taxes or Other Charges
assessed against the Property, or any part thereof, and no deduction shall
otherwise be made or claimed from the assessed value of the Property, or any
part thereof, for real estate tax purposes by reason of this Security Instrument
or the Debt. If such claim, credit or deduction shall be required by law, Lender
shall have the option, upon written notice to Borrower of not less than ninety
(90) days, to declare the Debt immediately due and payable.

            (c) If at any time the United States of America, any State thereof
or any subdivision of any such State shall require revenue or other stamps to be
affixed to the Note, this Security Instrument, or any of the Other Security
Documents or impose any other tax or charge on the same, Borrower will pay for
the same, with interest and penalties thereon, if any.

            Section 7.4 Estoppel Certificates. (a) After request by Lender,
which request shall not be made more than one per calendar year, unless an Event
of Default has occurred and is continuing, Borrower, within ten (10) days, shall
furnish Lender or any proposed assignee with a statement, duly acknowledged and
certified, setting forth (i) the amount of the original principal amount of the
Note, (ii) the unpaid principal amount of the Note, (iii) the rate of interest
of the Note, (iv) the terms of payment and maturity date of the Note, (v) the
date installments of interest and/or principal were last paid, (vi) that, except
as provided in such statement, to Borrower's knowledge there are no defaults or
events which with the passage of time or the giving of notice or both, would
constitute an Event of Default under the Note or the Security Instrument, (vii)
that the Note and this Security Instrument have not been modified or if
modified, giving particulars of such modification, and (viii) to the best of
Borrower's knowledge, whether any offsets, defenses or counterclaims exist
against the obligations secured hereby and, if any are alleged to exist, a
detailed description thereof.

            (b) Borrower shall request and use its reasonable efforts to deliver
to Lender, promptly upon request, but not more often than once per twelve (12)
month period, duly executed estoppel certificates from any one or more lessees
as required by Lender attesting to such facts regarding the Lease as Lender may
reasonably require, including but not limited to attestations that each Lease
covered thereby is in full force and effect with, to the best of their knowledge
no defaults thereunder on the part of any party (except as set forth therein),
that none of the Rents have been paid more than one month in advance, and that
the lessee claims no defense or offset against the full and timely performance
of its obligations under the Lease

                                      -55-
   64
(except as set forth therein); provided, however, that Borrower shall not be
required to deliver to Lender an estoppel certificate from a tenant requiring
more information than such tenant is obligated to provide pursuant to the terms
and conditions of the related Lease.

            (c) Upon any transfer or proposed transfer contemplated by Section
19.1 hereof, at Lender's request, Borrower shall provide an estoppel certificate
to the Investor (defined in Section 19.1), or any prospective Investor who has
committed to purchase, in such form, substance and detail as Lender, such
Investor or prospective Investor may require.

            Section 7.5 Flood Insurance. After Lender's request, Borrower shall
deliver evidence satisfactory to Lender that no portion of the Improvements is
situated in a federally designated "special flood hazard area" or if it is, that
Borrower has obtained insurance meeting the requirements of Section 3.3(a)(vii).

            Section 7.6 Splitting of Security Instrument. This Security
Instrument and the Note shall, at any time until the same shall be fully paid
and satisfied, at the sole election and expense of Lender, be split or divided
into two or more notes and two or more security instruments, each of which shall
cover all or a portion of the Property to be more particularly described
therein. To that end, Borrower, upon written request of Lender, shall execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered by
the then owner of the Property, to Lender and/or its designee or designees
substitute notes and security instruments in such principal amounts, aggregating
not more than the then unpaid principal amount of this Security Instrument, and
containing the same effective terms, provisions and clauses as those contained
herein and in the Note, and such other documents and instruments as may be
reasonably required by Lender.

            Section 7.7 Replacement Documents. Upon receipt of an affidavit of
an officer of Lender as to the loss, theft, destruction or mutilation of the
Note or any Other Security Document which is not of public record, and, in the
case of any such mutilation (i) with respect to any Other Security Document,
Borrower will issue, in lieu thereof, a replacement Other Security Document,
dated the date of such lost, stolen, destroyed or mutilated Other Security
Document in the same principal amount thereof and otherwise of like tenor and
(ii) with respect to the Note, Borrower will execute a reaffirmation of the Debt
as evidenced by such Note, acknowledging that the Note was lost, stolen,
destroyed, or mutilated, and that such Debt continues to be an obligation and
liability of Borrower as set forth in the Note, a copy of which shall be
attached to such reaffirmation.

                                  ARTICLE VIII

                             DUE ON SALE/ENCUMBRANCE

            Section 8.1 Transfer Definitions. For purposes of this Article 8, an
"AFFILIATED MANAGER" shall mean any managing agent of the Property in which
Borrower, Guarantor or Indemnitor has, directly or indirectly, any legal,
beneficial or economic interest; a "RESTRICTED PARTY" shall mean Borrower,
Guarantor, Indemnitor or any Affiliated Manager or any shareholder, partner,
member or non-member manager, any direct or indirect legal or beneficial owner
of Borrower, Guarantor, Indemnitor, any Affiliated Manager or any non-member

                                      -56-
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manager; and a "SALE OR PLEDGE" shall mean a voluntary or involuntary sale,
conveyance, transfer or pledge of a legal or beneficial interest.

            Section 8.2 No Sale/Encumbrance. (a) Except to the extent otherwise
set forth in this Article 8, Borrower shall not (i) sell, convey, mortgage,
grant, bargain, encumber, pledge, assign, grant purchase options with respect
to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or
involuntarily, by operation of law or otherwise, and whether or not for
consideration or of record) the Property or any part thereof or any legal or
beneficial interest therein or (ii) permit a Sale or Pledge of an interest in
any Restricted Party (collectively a "TRANSFER"), other than pursuant to Leases
of space in the Improvements to tenants in accordance with the provisions of
Section 3.7, without the prior written consent of Lender.

            (b) A Transfer shall include, but not be limited to, (i) an
installment sales agreement wherein Borrower agrees to sell the Property or any
part thereof for a price to be paid in installments; (ii) an agreement by
Borrower leasing all or a substantially all of the Property for other than
actual occupancy by a space tenant thereunder or a sale, assignment or other
transfer of, or the grant of a security interest in, Borrower's right, title and
interest in and to any Leases or any Rents; (iii) if a Restricted Party is a
corporation, any merger, consolidation or Sale or Pledge of such corporation's
stock or the creation or issuance of new stock; (iv) if a Restricted Party is a
limited or general partnership or joint venture, any merger or consolidation or
the change, removal, resignation or addition of a general partner or the Sale or
Pledge of the partnership interest of any general partner or any profits or
proceeds relating to such partnership interest, or the Sale or Pledge of limited
partnership interests or any profits or proceeds relating to such limited
partnership interest or the creation or issuance of new limited partnership
interests; (v) if a Restricted Party is a limited liability company, any merger
or consolidation or the change, removal, resignation or addition of a managing
member or non-member manager (or if no managing member, any member) or the Sale
or Pledge of the membership interest of a managing member (or if no managing
member, any member) or any profits or proceeds relating to such membership
interest, or the Sale or Pledge of non-managing membership interests or the
creation or issuance of new non-managing membership interests; (vi) if a
Restricted Party is a trust or nominee trust, any merger, consolidation or the
Sale or Pledge of the legal or beneficial interest in a Restricted Party or the
creation or issuance of new legal or beneficial interests; or (vii) the removal
or the resignation of the managing agent (including, without limitation, an
Affiliated Manager) other than in accordance with Section 3.16.

            (c) Lender's consent to a Transfer as required under Section 8.2(a)
above (and to the release of the Guarantor or Indemnitor in connection
therewith) will not be unreasonably withheld, conditioned or delayed if:

            (i) no Event of Default shall have occurred and remain uncured;

            (ii) the proposed transferee ("TRANSFEREE") and its principals
      (owning directly or indirectly 20% or more of Transferee's equity
      interests) shall be a reputable entity or person of good character,
      creditworthy, with sufficient financial worth considering the obligations
      assumed and undertaken, as evidenced by financial statements and other
      information reasonably requested by Lender;

                                      -57-
   66
            (iii) the Property shall be managed by a Qualified Manager;

            (iv) if the Loan is the subject of a Securitization, Lender shall
      have received confirmation in writing from the Rating Agencies to the
      effect that such transfer will not result in a downgrade, qualification or
      withdrawal of any current rating assigned or to be assigned in a
      Securitization;

            (v) Lender shall have received evidence satisfactory to it (which
      shall include a legal non-consolidation opinion acceptable to Lender) that
      the single purpose nature and bankruptcy remoteness of Borrower following
      such transfers are in accordance with the standards of the Rating
      Agencies;

            (vi) if the Property is transferred to the Transferee, (i) the
      Transferee shall have executed and delivered to Lender an assumption
      agreement in form and substance reasonably acceptable to Lender,
      evidencing such Transferee's agreement to abide and be bound by the terms
      of the Note, the Security Instrument and the Other Security Documents,
      together with such legal opinions and title insurance endorsements as may
      be reasonably requested by Lender, and (ii) prior to any requested release
      of the Guarantor or Indemnitor, a substitute guarantor and/or indemnitor
      reasonably acceptable to Lender shall have assumed the existing Other
      Security Documents executed by Guarantor and/or Indemnitor or executed
      replacement documents reasonably satisfactory to Lender; and

            (vii) Lender shall have received on or prior to the date of the
      Transfer (A) an assumption fee equal to Seventy-Five Thousand Dollars and
      00/100 ($75,000) and a processing fee equal to Twenty-Five Thousand
      Dollars and 00/100 ($25,000), (B) a rating confirmation fee for each of
      the Rating Agencies delivering a confirmation pursuant to clause (iv)
      above, which confirmation fees shall be equal to the then customary fees
      charged by each applicable Rating Agency for such a confirmation, and (C)
      the payment of all out-of-pocket costs and expenses reasonably incurred by
      Lender and the Rating Agencies in connection with such assumption
      (including reasonable attorneys' fees and costs). All expenses incurred by
      Lender and the $25,000 processing fee shall be payable by Borrower whether
      or not Lender consents to the Transfer and such processing shall be paid
      at the time of such request.

            Section 8.3 Permitted Transfers. (a) Notwithstanding anything to the
contrary in this Article 8, and provided that no Event of Default has occurred
and is continuing, Lender's prior written consent shall not be required with
respect to (a) Transfers of interests in Borrower between and among Borrower's
partners, members or shareholders, (b) Transfers of direct or indirect interests
in Borrower's partners, members or shareholders between and among the partners,
members or shareholders thereof, (c) Transfers of direct or indirect interests
of Borrower or in Borrower's partners, members or shareholders to an immediate
family member (which shall be limited to a spouse, parent, child and grandchild)
of such partner, member or shareholder or to trusts formed for the benefit of
immediate family members of such partner, member or shareholder, (d) direct or
indirect Transfers by devise or descent or by operation of law upon the death of
a partner, member or shareholder, (e) Transfers of limited partnership
interests, non-managing membership interests or shareholder interests in
Borrower up to an aggregate of 49% of such interest in Borrower; provided,
however, that, in each such case,

                                      -58-
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(i) Lender must receive (except in the case of (d) above) thirty (30) days prior
written notice of any Transfer pursuant to this Section 8.3 (a), (ii)
Alexander's, Inc. must retain at least a 51% direct ownership interest in
Borrower or Lender must receive the prior written confirmation that such
Transfer, in and of itself, will not result in a downgrade, withdrawal or
qualification of the then current ratings assigned in connection with any
Securitization or if a Securitization has not occurred, any ratings to be
assigned in connection with any Securitization is obtained, (iii) such transfer
shall not result in a change of control of Borrower or in the management of the
Property, (iv) if requested by Lender, Lender shall have received evidence
satisfactory to it (which shall include a legal non-consolidation opinion
acceptable to Lender) that the single purpose nature and bankruptcy remoteness
of Borrower, its shareholders, partners or members, as the case may be,
following such transfers are in accordance with the standards of the Rating
Agencies and (v) all reasonable costs and expenses of Lender and all costs, fees
and expenses of the Rating Agencies must be paid by Borrower.

            (b) Notwithstanding anything to the contrary contained in this
Article 8 (including Section 8.3(e)) and in addition to the permitted transfers
under Section 8.3(a):

            (i) for so long as the stock of Alexander's Inc. continues to be
      listed on the New York Stock Exchange or such other nationally recognized
      stock exchange, nothing this Section 8 shall prohibit a transfer of any
      direct or indirect interests in Alexander's Inc. (or in any entities
      holding such direct or indirect interests);

            (ii) Lender's prior written consent shall not be required (and no
      transfer fees shall be charged by Lender) with respect to (a) a merger or
      consolidation between Alexander's Inc. and Vornado Realty Trust, Vornado
      Realty LP or a Vornado Affiliate (defined below) (collectively, "VORNADO")
      or (b) a transfer of the Property to Vornado, provided that, among other
      things, in each such case (1) Lender must receive sixty (60) days prior
      written notice of any such transfer, (2) the transferee is a single
      purpose, bankruptcy-remote entity and a non-consolidation opinion
      acceptable to Lender has been delivered, (3) all reasonable out-of-pocket
      costs and expenses of Lender have been paid by Borrower and (4) whichever
      of Vornado Realty Trust or Alexander's Inc. is the surviving entity in a
      merger or consolidation, shall continue after such merger, consolidation
      or transfer to be listed on the New York Stock Exchange or another
      nationally recognized exchange; and

            (iii) nothing in this Section 8 shall prohibit a transfer of direct
      or indirect interests in any Vornado Realty Trust, Vornado Realty LP or
      any Vornado Affiliate (or in any entities holding such direct or indirect
      interests) for so long as the stock of Vornado Realty Trust continues to
      be listed on the New York Stock Exchange or other nationally recognized
      stock exchange and Vornado Realty Trust continues to directly or
      indirectly own and control the Manager or any Affiliated Manager, or, in
      the event of a transfer pursuant to clause (b) (ii) occurs, the Borrower.

            (c) Borrower shall be responsible for all costs and expenses of
Lender (including the legal fees and expense of Lender) and all costs, expenses
and fees of the Rating Agencies in connection with any transfer permitted under
this Section 8.3.

                                      -59-
   68
            (d) For purposes of this Section 8.3, (i) the term "VORNADO
AFFILIATE" means with respect to such Person, such Person is controlled by or is
under common control with Vornado Realty Trust or Vornado Realty LP and either
Vornado Realty Trust or Vornado Realty LP owns, directly or indirectly, fifty
percent (50%) or more of the equitable and beneficial interests of such other
Person, (ii) the term "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities or other
beneficial interest, by contract or otherwise; and the terms "controlling" and
"controlled" have the meanings correlative to the foregoing.

            (e) Unless otherwise expressly permitted under this Article 8,
Alexander's, Inc. must at all times control Borrower and own at least a
fifty-one (51%) percent interest in Borrower, unless (1) prior to a
Securitization, Lender has consented, or (2) if the Loan is the subject of a
Securitization, Lender shall have received confirmation in writing from the
Rating Agencies to the effect that such transfer will not result in a downgrade,
qualification or withdrawal of any current rating assigned or to be assigned in
a Securitization.

            Section 8.4 Lender's Rights. Lender shall not be required to
demonstrate any actual impairment of its security or any increased risk of
default hereunder in order to declare the Debt immediately due and payable upon
a Transfer without Lender's consent. This provision shall apply to every
Transfer regardless of whether voluntary or not, or whether or not Lender has
consented to any previous Transfer. Notwithstanding anything to the contrary
contained in this Article 8, in the event any transfer (whether or not such
transfer shall constitute a Transfer) results in any entity or party owning in
excess of forty-nine percent (49%) of the ownership interest in a Restricted
Party, Borrower shall, prior to such transfer, deliver a substantive
non-consolidation opinion to Lender, which opinion shall be in form, scope and
substance acceptable in all respects to Lender and the Rating Agencies.

                                   ARTICLE IX

                                   PREPAYMENT

            Section 9.1 Prepayment. The Debt may be prepaid only in strict
accordance with the express terms and conditions of the Note.

            Section 9.2 Prepayment on Casualty or Condemnation. Provided no
Event of Default has occurred and is continuing under the Note, this Security
Instrument or the Other Security Documents, in the event of any prepayment of
the Debt pursuant to the terms of Sections 3.3, 3.6 or 4.4 hereof, no fee or
other premium or consideration, including any Default Consideration, shall be
due in connection therewith, but Borrower shall be responsible for all interest
which would have accrued on the principal balance of the Note after the
prepayment date to and including the next occurring ninth day of the calendar
month following the prepayment date, if such prepayment occurs on a date which
is not the tenth day of a month, and all other amounts due and payable under the
Note, this Security Instrument and the Other Security Documents.

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                                   ARTICLE X

                                     DEFAULT

            Section 10.1 Events of Default. The occurrence of any one or more of
the following events shall constitute an "EVENT OF DEFAULT":

            (a) if any portion of the Debt is not paid on or prior to the date
the same is due and payable or if the entire Debt is not paid on or before the
Maturity Date;

            (b) if any of the Taxes or Other Charges is not paid prior to the
date any interest, penalties or additional fees are due in connection with such
non-payment, except to the extent sums sufficient to pay such Taxes and Other
Charges have been deposited with Lender in accordance with the terms of this
Security Instrument;

            (c) if the Policies are not kept in full force and effect, or if
certified copies of the Policies are not delivered to Lender promptly upon
request by Lender;

            (d) if Borrower, or its principal, if applicable, violates or does
not comply with any of the provisions of Section 4.3 or Article 8; provided,
however, that in the event of a breach of Section 4.3, such a breach shall not
constitute an Event of Default so long as (i) such violation or breach is
inadvertent, immaterial and non-recurring, (ii) if such violation or breach is
curable, Borrower shall promptly cure such breach, and (iii) within fifteen (15)
Business Days of the request of Lender, Borrower delivers to Lender an
additional Non-Consolidation Opinion, or a modification of the Non-Consolidation
Opinion, to the effect that such breach or violation shall not in any way
impair, negate or amend the opinions rendered in the Non-Consolidation Opinion,
which opinion or modification and any counsel delivering such opinion or
modification shall be acceptable to Lender in its reasonable discretion;

            (e) if any representation or warranty of, or with respect to,
Borrower, any Indemnitor or any person guaranteeing payment of the Debt or any
portion thereof or performance by Borrower of any of the terms of this Security
Instrument (a "GUARANTOR"), made herein or in the Note or Other Security
Documents or in any certificate, report, financial statement or other instrument
or document furnished to Lender by Borrower, Guarantor or Manager and upon which
Lenders has relied shall have been false or misleading in any material respect
when made;

            (f) if (i) Borrower, Guarantor, Indemnitor or any managing member or
general partner of Borrower, if applicable, shall commence any case, proceeding
or other action (A) under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization,
conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to its debts or debtors ("CREDITORS
RIGHTS LAWS"), seeking to have an order for relief entered with respect to it,
or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or Borrower, Guarantor,

                                      -61-
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Indemnitor or any managing member or general partner of Borrower, if applicable,
shall make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against Borrower, Guarantor, Indemnitor or any managing
member or general partner of Borrower, if applicable, any case, proceeding or
other action of a nature referred to in clause (i) above which (A) results in
the entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of one hundred twenty
(120) days; or (iii) there shall be commenced against the Borrower, or any
managing member or general partner of Borrower, if applicable, any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of any order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within one hundred twenty (120) days from the entry thereof; or (iv) Borrower,
Guarantor, Indemnitor or any managing member or general partner of Borrower, if
applicable, shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) Borrower, Guarantor, Indemnitor or any managing
member or general partner of Borrower, if applicable, shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay its debts as
they become due provided, however, to avoid such Event of Default, Borrower
shall have the right to replace Guarantor with another guarantor reasonably
acceptable to Lender, provided, further that the Rating Agencies have confirmed
in writing that such replacement will not, in and of itself, result in a
down-grade, withdrawal or qualification of the initial, or if higher, then
current ratings assigned in connection with any Securitization;

            (g) if Borrower shall be in default beyond notice and cure under any
other mortgage, deed of trust, deed to secure debt or other security agreement
covering any part of the Property whether it be superior or junior in lien to
this Security Instrument;

            (h) if the Property becomes subject to any recorded mechanic's,
materialman's or other lien other than (i) as provided in Section 3.12 hereof or
(ii) a lien for any Taxes not then due and payable (subject to applicable grace
periods for payment), and the lien shall remain undischarged of record (by
payment, bonding or otherwise) for a period of thirty (30) days;

            (i) if any federal tax lien is filed against Borrower, any managing
member or general partner of Borrower, if applicable, or the Property or against
Guarantor or Indemnitor (and such lien has or will have a material adverse
effect on Guarantor's or Indemnitor's creditworthiness), and same is not
discharged of record within thirty (30) days after same is filed;

            (j) if (i) Borrower fails to timely provide Lender with the written
certification and evidence referred to in Section 4.2 hereof upon thirty (30)
days written notice from Lender, or (ii) Borrower consummates a transaction
which would cause the Security Instrument or Lender's exercise of its rights
under this Security Instrument, the Note or the Other Security Documents to
constitute a nonexempt prohibited transaction under ERISA or result in a
violation of a state statute regulating governmental plans, subjecting Lender to
liability for a violation of ERISA or a state statute; provided, however, with
respect to this subsection (ii) above, such transaction shall not constitute an
Event of Default if such prohibition or violation is curable and Borrower cures
such prohibition or violation within thirty (30) days of Borrower obtaining
knowledge of such prohibition or violation;

                                      -62-
   71
            (k) if Borrower shall fail to deliver to Lender, (i) the statements
referred to in Section 3.11(f) hereof in accordance with the terms thereof or
(ii) any statements referred to in Section 3.11, other than those referred to in
Section 3.11(f) hereof, within thirty (30) days after request by Lender upon
Borrower's failure to provide such statements as required pursuant to Section
3.11 hereof;

            (l) if Borrower defaults in any material respects under the
Management Agreement or any replacement management agreement relating to the
Property beyond the expiration of applicable notice and grace periods, if any,
thereunder or if the Management Agreement or any replacement management
agreement is canceled, terminated or surrendered or expires pursuant to its
terms, unless in each such case Borrower cures the default or enters into a new
management agreement on fair market terms and conditions with a Qualified
Manager in accordance with Section 3.16 of the Security Instrument and Section 5
of the Conditional Assignment of Management Agreement;

            (m) if any of the assumptions contained in the Non-Consolidation
Opinion, including, but not limited to, any exhibits attached thereto, were not
true and correct in all material respects as of the date of such
Non-Consolidation Opinion or thereafter shall become untrue or incorrect in any
material respect;

            (n) if for more than ten (10) days after notice from Lender,
Borrower shall continue to be in default under any other term, covenant or
condition of the Note, this Security Instrument or the Other Security Documents
(including, without limitation, the Cooperation Letter) not otherwise set forth
in this Section 10.1, in the case of any default which can be cured by the
payment of a sum of money or for thirty (30) days after notice from Lender in
the case of any other default, provided that if such default cannot reasonably
be cured within such thirty (30) day period and Borrower shall have commenced to
cure such default within such thirty (30) day period and thereafter diligently
and expeditiously proceeds to cure the same, Borrower shall be permitted such
additional time as it shall require Borrower in the exercise of due diligence to
cure such default it being agreed that no such extension shall be for a period
in excess of one hundred twenty (120) days;

            (o) if Borrower shall fail in the payment of any rent, additional
rent or other charge mentioned in or made payable by the Ground Lease when said
rent or other charge is due and payable (subject to applicable notice, grace and
cure periods) except if sums sufficient to pay such amounts have been deposited
in escrow with Lender; or

            (p) if there shall occur any default by Borrower, as tenant under
the Ground Lease, in the observance or performance of any term, covenant or
condition of the Ground Lease on the part of Borrower to be observed or
performed and said default is not cured following the expiration of any
applicable grace and notice periods therein provided, or if the leasehold estate
created by the Ground Lease shall be surrendered or the Ground Lease shall be
terminated or cancelled for any reason or under any circumstances whatsoever, or
if, without Lender's consent any of the terms, covenants or conditions of the
Ground Lease shall in any manner be modified, changed, supplemented, altered, or
amended without the consent of Lender.

                                      -63-
   72
            Section 10.2 Late Payment Charge. If any monthly installment of
principal and interest is not paid on or prior to the date on which it is due,
Borrower shall pay to Lender upon demand an amount equal to the lesser of five
percent (5%) of such unpaid portion of the outstanding monthly installment of
principal and interest then due or the maximum amount permitted by applicable
law (but without duplication of any amounts paid to Lender pursuant to Section
10.3 hereof), to defray the expense incurred by Lender in handling and
processing such delinquent payment and to compensate Lender for the loss of the
use of such delinquent payment, and such amount shall be secured by this
Security Instrument and the Other Security Documents.

            Section 10.3 Default Interest. Borrower will pay, from the date of
an Event of Default through the earlier of the date upon which the Event of
Default is cured or the date upon which the Debt is paid in full, interest on
the unpaid principal balance of the Note at a per annum rate equal to the lesser
of (a) four percent (4%) plus the Applicable Interest Rate (as defined in the
Note), and (b) the maximum interest rate which Borrower may by law pay or Lender
may charge and collect (the "DEFAULT RATE").

                                   ARTICLE XI

                               RIGHTS AND REMEDIES

            Section 11.1 Remedies. Upon the occurrence of any Event of Default,
Borrower agrees that Lender may take such action, without notice or demand, as
it deems advisable to protect and enforce its rights against Borrower and in and
to the Property, including, but not limited to, the following actions, each of
which may be pursued concurrently or otherwise, at such time and in such order
as Lender may determine, in its sole discretion, without impairing or otherwise
affecting the other rights and remedies of Lender:

            (a) declare the entire unpaid Debt to be immediately due and
payable;

            (b) institute proceedings, judicial or otherwise, for the complete
foreclosure of this Security Instrument under any applicable provision of law in
which case the Property or any interest therein may be sold for cash or upon
credit in one or more parcels or in several interests or portions and in any
order or manner, including, but not limited to, in accordance with the terms and
provisions of Article 14 of the New York Real Property Actions and Proceedings
Law;

            (c) with or without entry, to the extent permitted and pursuant to
the procedures provided by applicable law, institute proceedings for the partial
foreclosure of this Security Instrument for the portion of the Debt then due and
payable, subject to the continuing lien and security interest of this Security
Instrument for the balance of the Debt not then due, unimpaired and without loss
of priority;

            (d) sell for cash or upon credit the Property or any part thereof
and all estate, claim, demand, right, title and interest of Borrower therein and
rights of redemption thereof, pursuant to power of sale or otherwise, at one or
more sales, as an entirety or in parcels, at such time and place, upon such
terms and after such notice thereof as may be required or permitted by law;

                                      -64-
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            (e) subject to Article 15 hereof, institute an action, suit or
proceeding in equity for the specific performance of any covenant, condition or
agreement contained herein, in the Note or in the Other Security Documents;

            (f) recover judgment on the Note either before, during or after any
proceedings for the enforcement of this Security Instrument or the Other
Security Documents;

            (g) apply for the appointment of a receiver, trustee, liquidator or
conservator of the Property, without notice and without regard for the adequacy
of the security for the Debt and without regard for the solvency of Borrower,
Guarantor, Indemnitor or of any person, firm or other entity liable for the
payment of the Debt;

            (h) subject to any applicable law, the license granted to Borrower
under Section 1.2 shall automatically be revoked and Lender may enter into or
upon the Property, either personally or by its agents, nominees or attorneys and
dispossess Borrower and its agents and servants therefrom, without liability for
trespass, damages or otherwise and exclude Borrower and its agents or servants
wholly therefrom, and take possession of all rent rolls, leases (including the
form lease and amendments and exhibits), subleases (including the form sublease
and amendments and exhibits) and rental and license agreements with the tenants,
subtenants and licensees, in possession of the Property or any part or parts
thereof; tenants', subtenants' and licensees' money deposits or other property
(including, without limitation, any letter of credit) given to secure tenants',
subtenants' and licensees' obligations under leases, subleases or licenses,
together with a list of the foregoing; all lists pertaining to current rent and
license fee arrears; any and all architects' plans and specifications, licenses
and permits, documents, books, records, accounts, surveys and property which
relate to the management, leasing, operation, occupancy, ownership, insurance,
maintenance, or service of or construction upon the Property and Borrower agrees
to surrender possession thereof and of the Property to Lender upon demand, and
thereupon Lender may (i) use, operate, manage, control, insure, maintain,
repair, restore and otherwise deal with all and every part of the Property and
conduct the business thereat; (ii) complete any construction on the Property in
such manner and form as Lender deems advisable; (iii) make alterations,
additions, renewals, replacements and improvements to or on the Property; (iv)
exercise all rights and powers of Borrower with respect to the Property, whether
in the name of Borrower or otherwise, including, without limitation, the right
to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand,
sue for, collect and receive all Rents of the Property and every part thereof;
(v) require Borrower to pay monthly in advance to Lender, or any receiver
appointed to collect the Rents, the fair and reasonable rental value for the use
and occupation of such part of the Property as may be occupied by Borrower; (vi)
require Borrower to vacate and surrender possession of the Property to Lender or
to such receiver and, in default thereof, Borrower may be evicted by summary
proceedings or otherwise; and (vii) apply the receipts from the Property to the
payment of the Debt, in such order, priority and proportions as Lender shall
deem appropriate in its sole discretion after deducting therefrom all expenses
(including reasonable attorneys' fees) incurred in connection with the aforesaid
operations and all amounts necessary to pay the Taxes, Other Charges, Insurance
Premiums and other expenses in connection with the Property, as well as just and
reasonable compensation for the services of Lender, its counsel, agents and
employees;

                                      -65-
   74
            (i) exercise any and all rights and remedies granted to a secured
party upon default under the Uniform Commercial Code, including, without
limiting the generality of the foregoing: (i) the right to take possession of
the Personal Property and other UCC Collateral or any part thereof, and to take
such other measures as Lender may deem necessary for the care, protection and
preservation of the Personal Property and other UCC Collateral, and (ii) request
Borrower at its expense to assemble the Personal Property and other UCC
Collateral and make it available to Lender at a convenient place acceptable to
Lender. Any notice of sale, disposition or other intended action by Lender with
respect to the Personal Property and other UCC Collateral sent to Borrower in
accordance with the provisions hereof at least ten (10) days prior to such
action, shall constitute commercially reasonable notice to Borrower;

            (j) apply any sums then deposited in the Escrow Fund and any other
sums held in escrow or otherwise by Lender in accordance with the terms of this
Security Instrument or any Other Security Document to the payment of the
following items in any order in its uncontrolled discretion:

            (i) Taxes and Other Charges;

            (ii) Insurance Premiums;

            (iii) Interest on the unpaid principal balance of the Note;

            (iv) Amortization of the unpaid principal balance of the Note;

            (v) All other sums payable pursuant to the Note, this Security
      Instrument and the Other Security Documents, including, without
      limitation, advances made by Lender pursuant to the terms of this Security
      Instrument;

            (k) After acquisition of the Property by foreclosure or deed-in-lieu
of foreclosure, surrender the Policies maintained pursuant to Article 3 hereof,
collect the unearned Insurance Premiums and apply such sums as a credit on the
Debt in such priority and proportion as Lender in its discretion shall deem
proper, and in connection therewith, Borrower hereby appoints Lender as agent
and attorney-in-fact (which is coupled with an interest and is therefore
irrevocable) for Borrower to collect such unearned Insurance Premiums;

            (l) pursue such other remedies as Lender may have under applicable
law; or

            (m) apply the undisbursed balance of any Net Proceeds Deficiency
deposit, together with interest thereon, to the payment of the Debt in such
order, priority and proportions as Lender shall deem to be appropriate in its
discretion.

In the event of a sale, by foreclosure, power of sale, or otherwise, of less
than all of the Property, this Security Instrument shall continue as a lien and
security interest on the remaining portion of the Property unimpaired and
without loss of priority. Notwithstanding the provisions of this Section 11.1 to
the contrary, if any Event of Default as described in clause (i) or (ii) of
Subsection 10.1(f) shall occur, the entire unpaid Debt shall be automatically
due and payable, without any further notice, demand or other action by Lender.

                                      -66-
   75
            Section 11.2 Application of Proceeds. The purchase money, proceeds
and avails of any disposition of the Property, or any part thereof, or any other
sums collected by Lender pursuant to the Note, this Security Instrument or the
Other Security Documents, may be applied by Lender to the payment of the Debt in
such priority and proportions as Lender in its discretion shall deem proper.

            Section 11.3 Right to Cure Defaults. Upon the occurrence of any
Event of Default, Lender may, but without any obligation to do so and without
notice to or demand on Borrower and without releasing Borrower from any
obligation hereunder, make or do the same in such manner and to such extent as
Lender may deem necessary to protect the security hereof. Lender is authorized
to enter upon the Property for such purposes, or appear in, defend, or bring any
action or proceeding to protect its interest in the Property or to foreclose
this Security Instrument or collect the Debt, and the cost and expense thereof
(including reasonable attorneys' fees to the extent permitted by law), with
interest as provided in this Section 11.3, shall constitute a portion of the
Debt and shall be due and payable to Lender upon demand. All such costs and
expenses incurred by Lender in remedying such Event of Default or such failed
payment or act or in appearing in, defending, or bringing any such action or
proceeding shall bear interest at the Default Rate, for the period after notice
from Lender that such cost or expense was incurred to the date of payment to
Lender. All such costs and expenses incurred by Lender together with interest
thereon calculated at the Default Rate shall be deemed to constitute a portion
of the Debt and be secured by this Security Instrument and the Other Security
Documents and shall be immediately due and payable upon demand by Lender
therefor.

            Section 11.4 Actions and Proceedings. After an Event of Default,
Lender has the right to appear in and defend any action or proceeding brought
with respect to the Property and to bring any action or proceeding, in the name
and on behalf of Borrower upon notice to Borrower, which Lender, in its
reasonable discretion, decides should be brought to protect its interest in the
Property.

            Section 11.5 Recovery of Sums Required To Be Paid. Lender shall have
the right from time to time to take action to recover any sum or sums which
constitute a part of the Debt as the same become due, without regard to whether
or not the balance of the Debt shall be due and payable, and without prejudice
to the right of Lender thereafter to bring an action of foreclosure, or any
other action, for a default or defaults by Borrower existing at the time such
earlier action was commenced.

            Section 11.6 Examination of Books and Records. Lender, its agents,
accountants and attorneys shall have the right to examine and audit, during
reasonable business hours and upon reasonable notice, the records, books,
management and other papers of Borrower, Guarantor or Indemnitor which pertain
to their financial condition or the income, expenses and operation of the
Property, at the Property or at any office regularly maintained by Borrower, its
affiliates or of Guarantor or Indemnitor where the books and records are
located. Lender and its agents shall have the right to make copies and extracts
from the foregoing records and other papers.

            Section 11.7 Other Rights, Etc. (a) The failure of Lender to insist
upon strict performance of any term hereof shall not be deemed to be a waiver of
any term of this Security

                                      -67-
   76
Instrument. Borrower shall not be relieved of Borrower's obligations hereunder
by reason of (i) the failure of Lender to comply with any request of Borrower,
Guarantor or Indemnitor to take any action to foreclose this Security Instrument
or otherwise enforce any of the provisions hereof or of the Note or the Other
Security Documents, (ii) the release, regardless of consideration, of the whole
or any part of the Property, or of any person liable for the Debt or any portion
thereof, or (iii) any agreement or stipulation by Lender extending the time of
payment or otherwise modifying or supplementing the terms of the Note, this
Security Instrument or the Other Security Documents.

            (b) It is agreed that the risk of loss or damage to the Property is
on Borrower, and Lender shall have no liability whatsoever for decline in value
of the Property, for failure to maintain the Policies, or for failure to
determine whether insurance in force is adequate as to the amount of risks
insured. Possession by Lender shall not be deemed an election of judicial
relief, if any such possession is requested or obtained, with respect to any
Property or collateral not in Lender's possession.

            (c) Lender may resort for the payment of the Debt to any other
security held by Lender in such order and manner as Lender, in its discretion,
may elect. Subject to applicable law, Lender may take action to recover the
Debt, or any portion thereof, or to enforce any covenant hereof without
prejudice to the right of Lender thereafter to foreclose this Security
Instrument. Subject to applicable law, the rights of Lender under this Security
Instrument shall be separate, distinct and cumulative and none shall be given
effect to the exclusion of the others. No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any other
provision. Lender shall not be limited exclusively to the rights and remedies
herein stated but shall be entitled to every right and remedy now or hereafter
afforded at law or in equity.

            Section 11.8 Right to Release Any Portion of the Property. Lender
may release any portion of the Property for such consideration as Lender may
require without, as to the remainder of the Property, in any way impairing or
affecting the lien or priority of this Security Instrument, or improving the
position of any subordinate lienholder with respect thereto, except to the
extent that the obligations hereunder shall have been reduced by the actual
monetary consideration, if any, received by Lender for such release, and may
accept by assignment, pledge or otherwise any other property in place thereof as
Lender may require without being accountable for so doing to any other
lienholder. This Security Instrument shall continue as a lien and security
interest in the remaining portion of the Property.

            Section 11.9 Violation of Laws. Subject to Borrower's right to
contest pursuant to Section 3.10(e), if the Property is not in compliance with
Applicable Laws which in Lender's discretion would have a material adverse
effect on the Borrower or the Property, Lender may impose additional
requirements upon Borrower in connection herewith including, without limitation,
monetary reserves or financial equivalents except that such additional
requirements shall not give the Lender the right to duplicate any reserve,
escrow or holdback in Lender's possession at the time of such determination.

            Section 11.10 Recourse and Choice of Remedies. Notwithstanding any
other provision of this Security Instrument, including but not limited to
Article 15 hereof, Lender and

                                      -68-
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other Indemnified Parties (defined in Section 13.1 below) are entitled to
enforce the obligations of Borrower contained in Sections 13.2 and 13.3 without
first resorting to or exhausting any security or collateral and without first
having recourse to the Note or any of the Property, through foreclosure or
acceptance of a deed in lieu of foreclosure or otherwise, and in the event
Lender commences a foreclosure action against the Property, Lender is entitled
to pursue a deficiency judgment with respect to such obligations against
Borrower. The provisions of Sections 13.2 and 13.3 are exceptions to any
non-recourse or exculpation provisions in the Note, this Security Instrument or
the Other Security Documents, and Borrower is fully and personally liable for
the obligations pursuant to Sections 13.2 and 13.3. The liability of Borrower is
not limited to the original principal amount of the Note. Notwithstanding the
foregoing, subject to applicable law, nothing herein shall inhibit or prevent
Lender from foreclosing pursuant to this Security Instrument or exercising any
other rights and remedies pursuant to the Note, this Security Instrument and the
Other Security Documents, whether simultaneously with foreclosure proceedings or
in any other sequence. A separate action or actions may be brought and
prosecuted against Borrower, whether or not action is brought against any other
person or entity or whether or not any other person or entity is joined in the
action or actions. In addition, Lender shall have the right but not the
obligation to join and participate in, as a party if it so elects, any
administrative or judicial proceedings or actions initiated in connection with
any matter addressed in Article 12.

            Section 11.11 Right of Entry. Lender and its agents shall have the
right to enter and inspect the Property at all reasonable times upon reasonable
notice.

                                  ARTICLE XII

                              ENVIRONMENTAL HAZARDS

            Section 12.1 Environmental Representations and Warranties. Borrower
represents and warrants, based upon an environmental assessment of the Property
and information that Borrower knows or should reasonably have known, that except
as disclosed to Lender in the Environmental Report (herein defined): (a) there
are no Hazardous Substances (defined below) or underground storage tanks in, on,
or under the Property, except those that are both (i) in compliance with
Environmental Laws (defined below) and if required pursuant to said
Environmental Laws, have permits issued pursuant thereto and (ii) other than
Hazardous Substances that consist of cleaning or other products commonly used in
connection with the routine maintenance and repair of the Property or the
ordinary use of the Property as a shopping center, or otherwise fully disclosed
to Lender in writing pursuant to the written reports resulting from the
environmental assessments of the Property and other documentation delivered to
Lender (collectively, the "ENVIRONMENTAL REPORT"); (b) there are no past,
present or threatened Releases (defined below) of Hazardous Substances in
violation of any Environmental Law and which would require Remediation (defined
below) in, on, under or from the Property except as described in the
Environmental Report; (c) there is no threat of any Release of Hazardous
Substances migrating to the Property except as described in the Environmental
Report; (d) there is no past or present non-compliance with Environmental Laws,
or with permits issued pursuant thereto, in connection with the Property except
as described in the Environmental Report; (e) Borrower does not know of, and has
not received, any written or oral notice or other

                                      -69-
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communication from any person or entity (including but not limited to a
governmental entity) relating to Hazardous Substances or Remediation at,
adjacent to, or in connection with, the Property, of possible liability of any
person or entity pursuant to any Environmental Law at, adjacent to, or in
connection with, the Property, other environmental conditions in connection with
the Property, or any actual or threatened administrative or judicial proceedings
in connection with any of the foregoing; and (f) Borrower has provided to
Lender, in writing, any and all material information relating to environmental
conditions in, on, under or from the Property that is known to Borrower and that
is contained in Borrower's files and records, including but not limited to any
reports relating to Hazardous Substances in, on, under or from the Property
and/or to the environmental condition of the Property. "ENVIRONMENTAL LAW" means
any applicable present and future (during the term of this Security Instrument)
federal, state, municipal, and local laws, statutes, ordinances, rules and
regulations, as well as common law, relating to the protection of the
environment, relating to Hazardous Substances, relating to liability for or
costs of Remediation or prevention of Releases of Hazardous Substances or
relating to liability for or costs of other actual or threatened danger to the
environment. "ENVIRONMENTAL LAW" includes, but is not limited to, the following
statutes, as amended, any successor thereto, and any regulations promulgated
pursuant thereto, and any state or local statutes, ordinances, rules,
regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning
and Community Right-to-Know Act; the Hazardous Substances Transportation Act;
the Resource Conservation and Recovery Act (including but not limited to
Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act;
the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the
Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal
Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide
Act; the Endangered Species Act; the National Environmental Policy Act; and the
Rivers and Harbors Appropriation Act. "ENVIRONMENTAL LAW" also includes, but is
not limited to, any applicable present and future (during the term of the
Security Instrument) federal, state and local laws, statutes, ordinances, rules
and regulations, as well as common law: conditioning transfer of property upon a
negative declaration or other approval of a governmental authority of the
environmental condition of the property; requiring notification or disclosure of
Releases of Hazardous Substances or other environmental condition of the
Property requiring notification or disclosure of Releases of Hazardous
Substances or other environmental condition of the Property to any governmental
authority or other person or entity, whether or not in connection with transfer
of title to or interest in property; and imposing conditions or requirements in
connection with permits or other authorization for lawful activity relating to
environmental matters. "HAZARDOUS SUBSTANCES" means any chemical, material, gas,
vapor, energy, radiation or substance (i) the presence of which requires or may
hereafter require notification, investigation or remediation under any
applicable Environmental Law; (ii) which is or becomes defined as a "hazardous
waste", "hazardous material" or "hazardous substance" or "controlled industrial
waste" or "pollutant" or "contaminant" under any present or future Environmental
Law; (ii) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous and is or becomes
regulated by any Governmental Authority; (iv) the presence of which on the
Property poses a hazard to the Property or to the health or safety of persons or
property on or about any Property; (v) without limitation, which contains
gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic
compounds; (vi) without limitation, which contains PCBs or asbestos or urea
formaldehyde foam insulation; or (vii)

                                      -70-
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without limitation, which contains or emits radioactive particles, waves or
material, including radon gas in amounts the presence of which poses or
threatens to pose a hazard to the Property or to the health or safety of persons
or property on or about the Property. "RELEASE" of any Hazardous Substance means
any release, deposit, discharge, emission, leaking, leaching, spilling, seeping,
migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing
or other movement of Hazardous Substances that is not in compliance with
applicable Environmental Laws or a valid permit issued pursuant thereto.
"REMEDIATION" means any response, remedial, removal, or corrective action, any
activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any
Hazardous Substance, any actions to prevent, cure or mitigate any Release of any
Hazardous Substance, any action to comply with any Environmental Laws or with
any permits issued pursuant thereto, any inspection, investigation, study,
monitoring, assessment, audit, sampling and testing, laboratory or other
analysis, or evaluation relating to any Hazardous Substances or to anything
referred to in Article 12.

            Section 12.2 Environmental Covenants. Borrower covenants and agrees
that: (a) all uses and operations on or of the Property, whether by Borrower or
any other person or entity, shall be in compliance with all Environmental Laws
and permits issued pursuant thereto; (b) there shall be no Releases of Hazardous
Substances in, on, under or from the Property; (c) there shall be no Hazardous
Substances in, on, or under the Property, except those that are both (i) in
compliance with all Environmental Laws and with permits issued pursuant thereto
and (ii) other than Hazardous Substances that consist of cleaning or other
products used in connection with the routine maintenance and repair of the
Property or the ordinary use of the Property as a shopping center, or otherwise
fully disclosed to Lender in writing; (d) Borrower shall keep the Property free
and clear of all liens and other encumbrances imposed pursuant to any
Environmental Law, whether due to any act or omission of Borrower or any other
person or entity (the "ENVIRONMENTAL LIENS"); (e) Borrower shall, at its sole
cost and expense, fully and expeditiously cooperate in all activities pursuant
to Section 12.3 below, including but not limited to providing all reasonably
relevant information and making knowledgeable persons available for reasonable
interviews; (f) Borrower shall, at its sole cost and expense, perform any
environmental site assessment or other investigation of environmental conditions
relating to the Property (an "ENVIRONMENTAL ASSESSMENT"), pursuant to any
reasonable written request of Lender (including but not limited to sampling,
testing and analysis of soil, water, air, building materials and other materials
and substances whether solid, liquid or gas), and share with Lender the reports
and other results thereof, and Borrower shall use commercially reasonable
efforts to cause the consultant to agree that Lender and other Indemnified
Parties shall be entitled to rely on such reports and other results thereof;
provided, however, that Borrower shall be responsible for the cost of such an
Environmental Assessment no more often than once per twelve (12) month period
unless Lender shall have a reasonable basis to believe that an environmental
condition exists that is reasonably likely to result in a violation of
Environmental Laws or the imposition of liability thereunder; (g) Borrower
shall, at its sole cost and expense, comply with all reasonable written requests
of Lender to (i) reasonably effectuate Remediation of any condition (including
but not limited to a Release of a Hazardous Substance) in, on, under or from the
Property; (ii) comply with any Environmental Law; (iii) comply with any
directive from any governmental authority; provided, that, in any such event, if
Borrower meets the Contest Requirements (as defined herein), Borrower shall have
the right, at is own expense, to defend against or challenge any such
governmental directives or requirements in accordance with applicable law; and
(iv) take any other reasonable action necessary or appropriate for protection

                                      -71-
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of the environment; provided, that, in any such event, Borrower shall have the
right to defend against or challenge any such governmental directives or
requirements in accordance with applicable law; (h) Borrower shall not do or
allow any tenant or other user of the Property to do any act that materially
increases the dangers to the environment, poses an unreasonable risk of harm to
any person or entity (whether on or off the Property), impairs or may impair the
value of the Property, is contrary to any requirement of any insurer,
constitutes a public or private nuisance, constitutes waste, or violates any
covenant, condition, agreement or easement applicable to the Property; and (i)
Borrower shall promptly notify Lender in writing of (A) any presence or Releases
or threatened Releases of Hazardous Substances in, on, under, from or migrating
towards the Property of which it has knowledge; (B) any non-compliance with any
Environmental Laws related in any way to the Property; (C) any threatened, or
the imposition of any actual, Environmental Lien; (D) any Remediation of
environmental conditions relating to the Property required or proposed by any
governmental regulatory entity; and (E) any written or oral notice or other
communication which Borrower becomes aware from any source whatsoever (including
but not limited to a governmental entity) relating in any way to Hazardous
Substances or Remediation thereof, possible liability of any person or entity
pursuant to any Environmental Law, or other environmental conditions, in
connection with the Property, or any actual or potential administrative or
judicial proceedings in connection with environmental matters relating to the
Property. For the purposes of this Security Instrument, the term "CONTEST
REQUIREMENTS" shall mean: (i) Borrower has delivered prior written notice to
Lender of its intention to contest such directive, (ii) no Event of Default has
occurred and is continuing under the Note, this Security Instrument or any of
the Other Security Documents; (iii) Borrower is permitted to do so under the
provisions of any other mortgage, deed of trust or deed to secure debt affecting
the Property; (iv) such proceeding shall be permitted under and be conducted in
accordance with the provisions of any other instrument to which Borrower or the
Property is subject and shall not constitute a default thereunder; (v) neither
the Property, any part thereof or interest therein, any of the tenants or
occupants thereof, nor Borrower shall be affected in any material adverse way as
a result of such proceeding; (vi) non-compliance with the directive shall not
impose civil or criminal liability on Borrower or Lender; (vii) in the event
that cost of compliance with the governmental directives or requirements will
equal or exceed $1,000,000 in the reasonable discretion of Lender, Borrower
shall have furnished the security as may be required by Lender to ensure
compliance by Borrower with the directive; and (viii) Borrower shall have
furnished to Lender all other items reasonably requested by Lender.

            Section 12.3 Lender's Rights. If an Event of Default exists or in
the event that Borrower shall have failed to undertake the Environmental
Assessment reasonably requested by Lender pursuant to Subsection 12.2(f) above,
then Lender and any other person or entity designated by Lender, including but
not limited to any receiver, any representative of a governmental entity, and
any environmental consultant, and any receiver appointed by any court of
competent jurisdiction, shall have the right, but not the obligation, to enter
upon the Property at all reasonable times to assess any and all aspects of the
environmental condition of the Property and its use, including but not limited
to conducting any environmental assessment or audit (the scope of which shall be
determined in Lender's sole and absolute discretion) and taking samples of soil,
groundwater or other water, air, or building materials, and conducting other
invasive testing using a nationally recognized environmental consultant
reasonably acceptable to Borrower. Borrower shall cooperate with and provide
access to Lender and any such person or entity designated by Lender.

                                      -72-
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                                  ARTICLE XIII

                                 INDEMNIFICATION

            Section 13.1 General Indemnification. Borrower shall, at its sole
cost and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all claims, suits, liabilities
(including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages, losses, costs, expenses, fines, penalties, charges,
fees, expenses, judgments, awards, amounts paid in settlement, punitive damages,
foreseeable and unforeseeable consequential damages, of whatever kind or nature
(including but not limited to attorneys' fees and other costs of defense) (the
"LOSSES") imposed upon or incurred by or asserted against any Indemnified
Parties and arising out of or in any way relating to any one or more of the
following: (a) ownership of this Security Instrument, the Property or any
interest therein or receipt of any Rents; (b) any amendment to, or restructuring
of, the Debt, and the Note, this Security Instrument, or any Other Security
Documents; (c) any and all lawful action that may be taken by Lender in
connection with the enforcement of the provisions of this Security Instrument or
the Note or any of the Other Security Documents, whether or not suit is filed in
connection with same, or in connection with Borrower and/or any member, partner,
joint venturer or shareholder thereof becoming a party to a voluntary or
involuntary federal or state bankruptcy, insolvency or similar proceeding; (d)
any accident, injury to or death of persons or loss of or damage to property
occurring in, on or about the Property or any part thereof or on the adjoining
sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways;
(e) any use, nonuse or condition in, on or about the Property or any part
thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways; (f) any failure on the part of Borrower to
perform or be in compliance with any of the terms of this Security Instrument;
(g) performance of any labor or services or the furnishing of any materials or
other property in respect of the Property or any part thereof; (h) the failure
of any person to file timely with the Internal Revenue Service an accurate Form
1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter
Exchange Transactions, which may be required in connection with the Security
Instrument, or to supply a copy thereof in a timely fashion to the recipient of
the proceeds of the transaction in connection with which this Security
Instrument is made; (i) any failure of the Property to be in compliance with any
Applicable Laws; (j) the enforcement by any Indemnified Party of the provisions
of this Article 13; (k) any and all claims and demands whatsoever which may be
asserted against Lender by reason of any alleged obligations or undertakings on
its part to perform or discharge any of the terms, covenants, or agreements
contained in any Lease; (l) the payment of any commission, charge or brokerage
fee to anyone which may be payable in connection with the funding of the Loan
evidenced by the Note and secured by this Security Instrument; or (m) any
misrepresentation made by Borrower in this Security Instrument or any Other
Security Document; provided, however, that Borrower shall not be liable to an
Indemnified Party for any Losses caused by the gross negligence or willful
misconduct of such Indemnified Party. Any amounts payable to Lender by reason of
the application of this Section 13.1 shall become immediately due and payable
and shall bear interest at the Default Rate from the date loss or damage is
sustained by Lender until paid. For purposes of this Article 13, the term
"INDEMNIFIED PARTIES" means Lender and any person or entity who is or will have
been involved in the origination of the Loan, any person or entity who is or
will have been involved in the servicing of the Loan, any person or entity in
whose name the encumbrance created by this Security Instrument is or will have
been recorded, persons and

                                      -73-
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entities who may hold or acquire or will have held a full or partial interest in
the Loan (including, but not limited to, Investors or prospective Investors in
the Securities, as well as custodians, trustees and other fiduciaries who hold
or have held a full or partial interest in the Loan for the benefit of third
parties) as well as the respective directors, officers, shareholders, partners,
members, employees, agents, servants, representatives, contractors,
subcontractors, affiliates, subsidiaries, participants, successors and assigns
of any and all of the foregoing (including but not limited to any other person
or entity who holds or acquires or will have held a participation or other full
or partial interest in the Loan or the Property, whether during the term of the
Loan or as a part of or following a foreclosure of the Loan and including, but
not limited to, any successors by merger, consolidation or acquisition of all or
a substantial portion of Lender's assets and business).

            Section 13.2 Mortgage and/or Intangible Tax. Borrower shall, at its
sole cost and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all Losses imposed upon or incurred
by or asserted against any Indemnified Parties and directly or indirectly
arising out of or in any way relating to any tax on the making and/or recording
of this Security Instrument, the Note or any of the Other Security Documents.

            Section 13.3 ERISA Indemnification. Borrower shall, at its sole cost
and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all Losses (including, without
limitation, attorneys' fees and costs incurred in the investigation, defense,
and settlement of Losses incurred in correcting any prohibited transaction or in
the sale of a prohibited loan, and in obtaining any individual prohibited
transaction exemption under ERISA that may be required, in Lender's sole
discretion) that Lender may incur, directly or indirectly, as a result of a
default under Sections 4.2 or 5.9.

            Section 13.4 Environmental Indemnity. Simultaneously with this
Security Instrument, Borrower and Alexander's, Inc. (collectively "INDEMNITOR")
have executed and delivered that certain Environmental Indemnity Agreement dated
the date hereof to Lender (the "ENVIRONMENTAL INDEMNITY"), which Environmental
Indemnity is not secured by this Security Instrument.

            Section 13.5 Duty to Defend; Attorneys' Fees and Other Fees and
Expenses. Upon written request by any Indemnified Party, Borrower shall defend
such Indemnified Party (if requested by any Indemnified Party, in the name of
the Indemnified Party) by attorneys and other professionals reasonably approved
by the Indemnified Parties. Notwithstanding the foregoing, any Indemnified
Parties may, in their sole discretion, engage their own attorneys and other
professionals to defend or assist them; provided, however, (a) the fees and
expenses of such attorneys and other professionals shall be at the expense of
such Indemnified Party unless (i) the employment thereof has been specifically
authorized by Borrower; or (ii) in such claim or proceeding there is, in the
reasonable opinion of independent counsel, a conflict of interest concerning any
material issue between the position of Borrower and such Indemnified Party, (b)
if the Indemnified Party decides to engage their own attorneys and other
professionals due to a conflict of interest, then such Indemnified Party shall
keep Borrower reasonably informed of the claim or action, and (c) no Indemnified
Party or their independently engaged attorneys shall settle any such suit or
claim without the approval of Borrower, which approval shall not be unreasonably
withheld, conditioned or delayed. Upon demand, Borrower shall pay or, in the
sole

                                      -74-
   83
discretion of the Indemnified Parties, reimburse, the Indemnified Parties for
the payment of reasonable fees and disbursements of attorneys, engineers,
environmental consultants, laboratories and other professionals required under
this Section 13.3 to be paid by Borrower in connection therewith.

                                  ARTICLE XIV

                                     WAIVERS

            Section 14.1 Waiver of Counterclaim. Borrower hereby waives the
right to assert a counterclaim, other than a mandatory or compulsory
counterclaim, in any action or proceeding brought against it by Lender arising
out of or in any way connected with this Security Instrument, the Note, any of
the Other Security Documents, or the Obligations.

            Section 14.2 Marshalling and Other Matters. Borrower hereby waives,
to the extent permitted by law, the benefit of all appraisement, valuation,
stay, extension, reinstatement and redemption laws now or hereafter in force and
all rights of marshalling in the event of any sale hereunder of the Property or
any part thereof or any interest therein. Further, Borrower hereby expressly
waives any and all rights of redemption from sale under any order or decree of
foreclosure of this Security Instrument on behalf of Borrower, and on behalf of
each and every person acquiring any interest in or title to the Property
subsequent to the date of this Security Instrument and on behalf of all persons
to the extent permitted by applicable law.

            Section 14.3 Waiver of Notice. Borrower shall not be entitled to any
notices of any nature whatsoever from Lender except with respect to matters for
which this Security Instrument specifically and expressly provides for the
giving of notice by Lender to Borrower and except with respect to matters for
which Lender is required by applicable law to give notice, and Borrower hereby
expressly waives the right to receive any notice from Lender with respect to any
matter for which this Security Instrument does not specifically and expressly
provide for the giving of notice by Lender to Borrower.

            Section 14.4 Waiver of Foreclosure Defense. Borrower hereby waives
any defense Borrower might assert or have by reason of Lender's failure to make
any tenant or lessee of the Property a party defendant in any foreclosure
proceeding or action instituted by Lender.

            Section 14.5 Sole Discretion of Lender. Wherever pursuant to this
Security Instrument (a) Lender exercises any right given to it to approve or
disapprove, (b) any arrangement or term is to be satisfactory to Lender, or (c)
any other decision or determination is to be made by Lender, the decision of
Lender to approve or disapprove, all decisions that arrangements or terms are
satisfactory or not satisfactory and all other decisions and determinations made
by Lender, shall be in the sole and absolute discretion of Lender and shall be
final and conclusive, except as may be otherwise expressly and specifically
provided herein.

            Section 14.6 Survival. The indemnifications made pursuant to
Subsection 13.3 shall continue indefinitely in full force and effect and shall
survive and shall in no way be impaired by any satisfaction or other termination
of this Security Instrument, any assignment or other transfer of all or any
portion of this Security Instrument or Lender's interest in the Property

                                      -75-
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(but, in such case, shall benefit both Indemnified Parties and any assignee or
transferee), any exercise of Lender's rights and remedies pursuant hereto,
including, but not limited to, foreclosure or acceptance of a deed in lieu of
foreclosure, any exercise of any rights and remedies pursuant to the Note or any
of the Other Security Documents, any transfer of all or any portion of the
Property (whether by Borrower or by Lender following foreclosure or acceptance
of a deed in lieu of foreclosure or at any other time), any amendment to this
Security Instrument, the Note or the Other Security Documents, and any act or
omission that might otherwise be construed as a release or discharge of Borrower
from the obligations pursuant hereto. The representations and warranties,
covenants, and other obligations arising under Article 12, shall continue until
the satisfaction of the Debt; provided, however, that, Borrower shall not be
responsible for environmental conditions arising after the point in time that
Lender takes actual possession of the Property by foreclosure or a deed in lieu
thereof.

            SECTION 14.7 WAIVER OF TRIAL BY JURY. BORROWER HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR
THE LOAN EVIDENCED BY THE NOTE, THE NOTE, THIS SECURITY INSTRUMENT OR THE OTHER
SECURITY DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES,
DIRECTORS OR AGENTS IN CONNECTION THEREWITH.

                                   ARTICLE XV

                                   EXCULPATION

            Section 15.1 Exculpation. The provisions of Article 14 of the Note
are hereby incorporated by reference to the fullest extent as if the text of
such Article were set forth in its entirety herein.

                                  ARTICLE XVI

                                     NOTICES

            Section 16.1 Notices. All notices or other written communications
hereunder shall be deemed to have been properly given (i) upon delivery, if
delivered in person or by facsimile transmission with receipt acknowledged by
the recipient thereof and confirmed by telephone by sender, (ii) one (1)
Business Day after having been deposited for overnight delivery with any
reputable overnight courier service, or (iii) three (3) Business Days after
having been deposited in any post office or mail depository regularly maintained
by the U.S. Postal Service and sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

                                      -76-
   85
            If to Borrower:   Alexander's Kings Plaza, LLC and
                              Alexander's of Kings, LLC
                              c/o Vornado Realty Trust
                              210 Route 4 East
                              Paramus, New Jersey 07652
                              Attention:  Chief Financial Officer
                              Facsimile No.: (201) 708-6210

            With a copy to:   Winston & Strawn
                              200 Park Avenue
                              New York, New York 10166
                              Attention:  Peter J. Korda, Esq.
                              Facsimile No.: (212) 294-4700

                                       and

                              Vornado Realty Trust
                              210 Route 4 East
                              Paramus, New Jersey 07652
                              Attention:  Vice President for Real Estate
                              Facsimile No.:  (201) 708-6207

            If to Lender:     Morgan Guaranty Trust Company of New York
                              Commercial Mortgage Finance Group
                              60 Wall Street
                              New York, New York  10260
                              Attention:  Nancy Alto
                              Facsimile No.:  (212) 648-5274

                              and

                              Morgan Guaranty Trust Company of New York
                              Legal Department
                              270 Park Avenue, 39th Floor
                              New York, New York 10017
                              Attention:  Ronald A. Wilcox, Esq.
                              Facsimile No.: (212) 270-2934

            With a copy to:   Cadwalader, Wickersham & Taft
                              100 Maiden Lane
                              New York, New York 10038
                              Attention:  William P. McInerney, Esq.
                              Facsimile No.: (212) 504-6666

or addressed as such party may from time to time designate by written notice to
the other parties.

                                      -77-
   86
            Either party by notice to the other may designate additional or
different addresses for subsequent notices or communications.

            For purposes of this Subsection, "BUSINESS DAY" shall mean a day on
which commercial banks are not authorized or required by law to close in New
York, New York.

                                  ARTICLE XVII

                               SERVICE OF PROCESS

            Section 17.1 Consent to Service. (a) Borrower will maintain a place
of business or an agent for service of process in New York, New York and give
prompt notice to Lender of the address of such place of business and of the name
and address of any new agent appointed by it, as appropriate. Borrower further
agrees that the failure of its agent for service of process to give it notice of
any service of process will not impair or affect the validity of such service or
of any judgment based thereon. If, despite the foregoing, there is for any
reason no agent for service of process of Borrower available to be served, and
if it at that time has no place of business in New York, New York, then Borrower
irrevocably consents to service of process by registered or certified mail,
postage prepaid, to it at its address given in or pursuant to the first
paragraph hereof.

            (b) Borrower initially and irrevocably designates its Chief
Financial Officer, with offices on the date hereof at c/o Vornado Realty Trust,
210 Route 4 East, Paramus, New Jersey 07652, to receive for and on behalf of
Borrower service of process in New York, New York with respect to this Security
Instrument.

            Section 17.2 Submission to Jurisdiction. With respect to any claim
or action arising hereunder or under the Note or the Other Security Documents,
Borrower (a) irrevocably submits to the nonexclusive jurisdiction of the courts
of the State of New York and the United States District Court located in the
Borough of Manhattan in New York, New York, and appellate courts from any
thereof, and (b) irrevocably waives any objection which it may have at any time
to the laying on venue of any suit, action or proceeding arising out of or
relating to this Security Instrument brought in any such court, irrevocably
waives any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum.

            Section 17.3 Jurisdiction Not Exclusive. Nothing in this Security
Instrument will be deemed to preclude Lender from bringing an action or
proceeding with respect hereto in any other jurisdiction.

                                  ARTICLE XVIII

                                 APPLICABLE LAW

            Section 18.1 Choice of Law. THIS SECURITY INSTRUMENT SHALL BE DEEMED
TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND
SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF

                                      -78-
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NEW YORK, PROVIDED HOWEVER, THAT WITH RESPECT TO THE CREATION, PERFECTION,
PRIORITY AND ENFORCEMENT OF THE LIEN OF THIS SECURITY INSTRUMENT, AND THE
DETERMINATION OF DEFICIENCY JUDGMENTS, THE LAWS OF THE STATE WHERE THE PROPERTY
IS LOCATED SHALL APPLY.

            Section 18.2 Usury Laws. This Security Instrument and the Note are
subject to the express condition that at no time shall Borrower be obligated or
required to pay interest on the Debt at a rate which could subject the holder of
the Note to either civil or criminal liability as a result of being in excess of
the maximum interest rate which Borrower is permitted by applicable law to
contract or agree to pay. If by the terms of this Security Instrument or the
Note, Borrower is at any time required or obligated to pay interest on the Debt
at a rate in excess of such maximum rate, the rate of interest under the
Security Instrument and the Note shall be deemed to be immediately reduced to
such maximum rate and the interest payable shall be computed at such maximum
rate and all prior interest payments in excess of such maximum rate shall be
applied and shall be deemed to have been payments in reduction of the principal
balance of the Note. All sums paid or agreed to be paid to Lender for the use,
forbearance, or detention of the Debt shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of the Note until payment in full so that the rate or amount of
interest on account of the Debt does not exceed the maximum lawful rate of
interest from time to time in effect and applicable to the Debt for so long as
the Debt is outstanding.

            Section 18.3 Provisions Subject to Applicable Law. All rights,
powers and remedies provided in this Security Instrument may be exercised only
to the extent that the exercise thereof does not violate any applicable
provisions of law and are intended to be limited to the extent necessary so that
they will not render this Security Instrument invalid, unenforceable or not
entitled to be recorded, registered or filed under the provisions of any
applicable law. If any term of this Security Instrument or any application
thereof shall be invalid or unenforceable, the remainder of this Security
Instrument and any other application of the term shall not be affected thereby.

                                   ARTICLE XIX

                                SECONDARY MARKET

            Section 19.1 Transfer of Loan. Lender may, at any time, sell,
transfer or assign the Note, this Security Instrument and the Other Security
Documents, and any or all servicing rights with respect thereto, or grant
participations therein (the "Participations") or issue mortgage pass-through
certificates or other securities evidencing a beneficial interest in a rated or
unrated public offering or private placement (the "Securities").

            Section 19.2 Cooperation. Borrower, Guarantor and Indemnitor agree
to cooperate with Lender in connection with any transfer made or any Securities
created pursuant to this Article 19 in accordance with the terms and conditions
of that certain letter agreement, dated the date hereof, by and among Lender,
Borrower and Guarantor (the "Cooperation Letter").

            Section 19.3 Reserves/Escrows. In the event that Securities are
issued in connection with the Loan, all funds held by Lender in escrow or
pursuant to reserves in

                                      -79-
   88
accordance with this Security Instrument or the Other Security Documents shall
be deposited in eligible accounts at eligible institutions as then defined and
required by the Rating Agencies and shall continue to be governed in all
respects by the provisions of this Security Instrument and the Other Security
Documents.

            Section 19.4 Servicer. At the option of Lender, the Loan may be
serviced by a servicer/trustee (the "SERVICER") selected by Lender and Lender
may delegate all or any portion of its responsibilities under the Note, this
Security Instrument and the Other Security Documents to the Servicer pursuant to
a servicing agreement (the "SERVICING AGREEMENT") between Lender and Servicer.

                                   ARTICLE XX

                                      COSTS

            Section 20.1 Performance at Borrower's Expense. Borrower
acknowledges and confirms that Lender shall impose certain administrative
processing fees in connection with (a) the extension, renewal, modification,
amendment and termination of the Loan, (b) the release or substitution of
collateral therefor, or (c) obtaining certain material consents, waivers and
approvals with respect to the Property, (the occurrence of any of the above
shall be called an "EVENT"). Such fees shall be the reasonable and customary
fees that the Lender would charge for other first class properties located in
the City of New York and comparable to the Property and Borrower further
acknowledges and confirms that it shall be responsible for the payment of all
reasonable costs of reappraisal of the Property or any part thereof when
required by law, regulation, or any governmental or quasi-governmental
authority. Borrower hereby acknowledges and agrees to pay within ten (10) days
after demand therefor all such reasonable fees (as the same may be increased or
decreased from time to time), and any additional reasonable out of pocket costs
and expenses which may be incurred by Lender from time to time upon the
occurrence of any Event. Wherever it is provided for herein that Borrower pay
any costs and expenses, such costs and expenses shall include, but not be
limited to, all reasonable legal fees and disbursements of Lender.

            Section 20.2 Attorney's Fees for Enforcement. (a) Borrower shall pay
all reasonable legal fees incurred by Lender in connection with (i) the
preparation of the Note, this Security Instrument and the Other Security
Documents and (ii) the items set forth in Section 20.1 above, and (b) Borrower
shall pay to Lender on demand any and all expenses, including reasonable legal
expenses and attorneys' fees, incurred or paid by Lender in protecting its
interest in the Property or Personal Property or in collecting any amount
payable under the Note, this Security Instrument or the Other Security
Documents, or in enforcing its rights hereunder with respect to the Property or
Personal Property, whether or not any legal proceeding is commenced hereunder or
thereunder and whether or not any default or Event of Default shall have
occurred and is continuing, together with interest thereon at the Default Rate
from the date paid or incurred by Lender until such expenses are paid by
Borrower.

                                      -80-
   89
                                   ARTICLE XXI

                                   DEFINITIONS

            Section 21.1 General Definitions. Unless the context clearly
indicates a contrary intent or unless otherwise specifically provided herein,
words used in this Security Instrument may be used interchangeably in singular
or plural form and the word "Borrower" shall mean "each Borrower and any
subsequent owner or owners of the Property or any part thereof or any interest
therein," the word "Lender" shall mean "Lender and any subsequent holder of the
Note," the word "Note" shall mean "the Note and any other evidence of
indebtedness secured by this Security Instrument," the word "person" or "Person"
shall include an individual, corporation, partnership, limited liability
company, trust, unincorporated association, government, governmental authority,
and any other entity, the word "Property" shall include any portion of the
Property and any interest therein, and the phrases "attorneys' fees" and
"counsel fees" shall include any and all attorneys', paralegal and law clerk
fees and disbursements, including, but not limited to, fees and disbursements at
the pre-trial, trial and appellate levels incurred or paid by Lender in
protecting its interest in the Property, the Leases and the Rents and enforcing
its rights hereunder.

                                  ARTICLE XXII

                            MISCELLANEOUS PROVISIONS

            Section 22.1 No Oral Change. This Security Instrument, and any
provisions hereof, may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

            Section 22.2 Liability. If Borrower consists of more than one
person, the obligations and liabilities of each such person hereunder shall be
joint and several. This Security Instrument shall be binding upon and inure to
the benefit of Borrower and Lender and their respective successors and assigns
forever.

            Section 22.3 Inapplicable Provisions. If any term, covenant or
condition of the Note or this Security Instrument is held to be invalid, illegal
or unenforceable in any respect, the Note and this Security Instrument shall be
construed without such provision.

            Section 22.4 Headings, Etc. The headings and captions of various
Sections of this Security Instrument are for convenience of reference only and
are not to be construed as defining or limiting, in any way, the scope or intent
of the provisions hereof.

            Section 22.5 Duplicate Originals; Counterparts. This Security
Instrument may be executed in any number of duplicate originals and each
duplicate original shall be deemed to be an original. This Security Instrument
may be executed in several counterparts, each of which counterparts shall be
deemed an original instrument and all of which together shall constitute a

                                      -81-
   90
single Security Instrument. The failure of any party hereto to execute this
Security Instrument, or any counterpart hereof, shall not relieve the other
signatories from their obligations hereunder.

            Section 22.6 Number and Gender. Whenever the context may require,
any pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.

            Section 22.7 Subrogation. If any or all of the proceeds of the Note
have been used to extinguish, extend or renew any indebtedness heretofore
existing against the Property, then, to the extent of the funds so used, Lender
shall be subrogated to all of the rights, claims, liens, titles, and interests
existing against the Property heretofore held by, or in favor of, the holder of
such indebtedness and such former rights, claims, liens, titles, and interests,
if any, are not waived but rather are continued in full force and effect in
favor of Lender and are merged with the lien and security interest created
herein as cumulative security for the repayment of the Debt, the performance and
discharge of Borrower's obligations hereunder, under the Note and the Other
Security Documents and the performance and discharge of the Other Obligations.

            Section 22.8 Future Assignment of Mortgage. (a) If a Defeasance is
to occur under the Note and this Security Instrument and Borrower has specified
in the notice delivered pursuant to the Note that it intends to effectuate the
Defeasance in a manner which will permit the assignment of the Note and this
Security Instrument, or the Parking Note (as defined in the Note) and a portion
of this Security Instrument, to a new lender providing a portion of the monies
necessary to acquire the Defeasance Collateral in order to save mortgage
recording tax, Borrower and Lender shall cooperate to effect such proposed
assignment in the manner herein provided and, in the case of a Parking Release
(as defined in the Note), such cooperation shall include the amendment,
severance and/or substitution of this Security Instrument into two security
instruments, one of which will cover the Parking Land and one of which will
cover the remaining portion of the Property. To that end, Borrower, shall
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered to Lender substitute security instruments in the amount of the Parking
Note and the remainder of the outstanding principal balance of the Note and
otherwise complying with the provisions of Article 5 of the Note for a Parking
Defeasance. Lender shall assign the Note and this Security Instrument, or the
Parking Note and the severed portion of this Security Instrument, each without
recourse, covenant or warranty of any nature, express or implied, to such new
lender designated by Borrower provided that Borrower or an affiliate of Borrower
(i) has caused to be delivered to such new lender a substitute note executed by
Borrower to be secured by the Defeasance Collateral pursuant to the Defeasance
Security Agreement between Borrower and such new lender (such substitute note to
have the same term, interest rate, unpaid principal balance and all other
material terms and conditions of the Note, or the Parking Note, as applicable,
which substitute note, together with the Defeasance Security Agreement and the
rights of such new lender in and to the Defeasance Collateral, shall be assigned
by such new lender to Lender simultaneously with the assignment of the Note and
this Security Instrument by Lender, or the Parking Note and the severed portion
of the Security Instrument, and (ii) has complied with all other provisions of
the Note and this Security Instrument to the extent not inconsistent with this
Section 22.8. In addition, any such assignment shall be conditioned on the
following: (A) payment by Borrower of (I) Lender's then customary administrative
fee for processing assignments of mortgage; (II) the reasonable expenses of
Lender incurred in connection therewith; and (III) Lender's reasonable
attorney's

                                      -82-
   91
fees for the preparation, delivery and performance of such an assignment and the
transactions contemplated hereby; (B) Borrower shall have caused the delivery of
an executed Statement of Oath under Section 275 of the New York Real Property
Law; (C) such new lender shall materially modify the Note or the Parking Note,
as applicable, such that it shall be treated as a new loan for federal tax
purposes; (D) such an assignment is not then prohibited by any federal, state or
local law, rule, regulation, order or by any other governmental authority; (E)
such assignment and the activities described above do not constitute a
prohibited transaction for any REMIC Trust formed pursuant to a Securitization
and will not disqualify such REMIC Trust as a "real estate mortgage investment
conduit" within the meaning of Section 860D of the IRS Code as a result of such
assignment and the Defeasance, and an opinion of counsel to Borrower to that
effect is delivered to Lender in a form that would be reasonably satisfactory to
a prudent lender; and (F) Borrower shall provide such other opinions, items,
information and documents which a prudent lender would reasonably require to
effectuate such assignment. Borrower shall be responsible for all taxes,
recording fees and other charges payable in connection with any such assignment.
Borrower agrees that the assignment of the Note and this Security Instrument, or
the Parking Note and the severed portion of the Security Instrument, to a new
lender and the assignment of the substitute note, the Defeasance Collateral and
the Defeasance Security Agreement by the new lender to Lender shall be
accomplished by an escrow closing conducted through an escrow agent reasonably
satisfactory to Lender and pursuant to an escrow agreement reasonably
satisfactory to Lender in form and substance.

            (b) Upon written request of Borrower at a time when prepayment is
permitted under the Note, Lender shall, within thirty (30) days of such request,
assign the Note and this Mortgage, each without recourse, covenant or warranty
of any nature, express or implied, to a new lender designated by Borrower upon
Borrower's payment in full of the Debt and satisfaction in full of any and all
other liabilities and obligations set forth in the Loan Documents and payment of
all customary fees (including reasonable attorney fees) for any assignment of
this Security Instrument.

            Section 22.9 Brokers. Lender hereby represents that it has dealt
with no broker in connection with this transaction.

            Section 22.10 Withholdings. If, pursuant to the terms of this
Security Agreement, the Loan is transferred to any transferee which is organized
under the laws of any jurisdiction other than the United States or any state
thereof, the transferor shall cause such transferee, concurrently with the
effectiveness of such transfer, (a) to furnish to the transferor and Borrower
the applicable United States Internal Revenue Service Form (wherein such
transferee claims entitlement to complete exemption from United States federal
withholding tax on all interest payments hereunder) and (b) to agree, for the
benefit of the transferor and Borrower, to provide the transferor and Borrower a
new applicable United States Internal Revenue Service Form upon the expiration
or obsolescence of any previously delivered form and comparable statements in
accordance with applicable United States laws and regulations and amendments
duly executed and completed by such transferee, and to comply from time to time
with all applicable United States laws and regulations with regard to such
withholding tax exemption. However, in the event that any change in law, rule,
regulation, treaty or directive, or in the interpretation or application thereof
(a "LAW CHANGE"), has occurred prior to the date on which any delivery pursuant
to the preceding sentence would otherwise be required which renders such

                                      -83-
   92
forms inapplicable, or which would prevent such transferee from duly completing
and delivering any such forms, such transferee shall not be obligated to deliver
such forms but shall, promptly following such Law Change, but in any event prior
to the time the next payment hereunder is due following such Law Change, advise
Borrower in writing whether it is capable of receiving payments without any
deduction withholding of taxes.

                                  ARTICLE XXIII

                         ADDITIONAL NEW YORK PROVISIONS

            Section 23.1 Controlling Provisions. In the event of any
inconsistencies between the terms and conditions of Articles 1-22 of this
Security Instrument and Article 23, the terms of Article 23 shall control and be
binding.

            Section 23.2 Commercial Property. Borrower represents that this
Security Instrument does not encumber real property principally improved or to
be improved by one or more structures containing in the aggregate not more than
six residential dwelling units, each having its own separate cooking facilities.

            Section 23.3 Maximum Principal Indebtedness. Notwithstanding
anything to the contrary contained herein, the maximum amount of principal
indebtedness secured by the Security Instrument or which under any contingency
may be secured by the Security Instrument is $223,000,000.

            Section 23.4 Insurance Proceeds. In the event of any conflict,
inconsistency or ambiguity between the provisions of Sections 3.3 and 4.4 hereof
and the provisions of Subsection 4 of Section 254 of the Real Property Law of
New York covering the insurance of buildings against loss by fire, the
provisions of Sections 3.3 and 4.4 hereof shall control.

            Section 23.5 Trust Fund. Pursuant to Section 13 of the lien law of
New York, Borrower shall receive the advances secured hereby and shall hold the
right to receive such advances as a trust fund to be applied first for the
purpose of paying the cost of any improvement and shall apply such advances
first to the payment of the cost of any such improvement on the Property before
using any part of the total of the same for any other purpose.

            Section 23.6 Section 291-f Agreement. This Security Agreement is
intended to be, and shall operate as, the agreement described in Section 291-f
of the Real Property Law of the State of New York and shall be entitled to the
benefits afforded thereby. Borrower shall (unless such notice is contained in
such tenant's Lease) deliver notice of this Security Agreement in form and
substance acceptable to Lender, to all present and future holders of any
interest in any Lease, by assignment or otherwise, and shall take such other
action as may now or hereafter be reasonably required to afford Lender the full
protections and benefits of Section 291-f. Borrower shall request the recipient
of any such notice to acknowledge the receipt thereof.

                         [NO FURTHER TEXT ON THIS PAGE]

                                      -84-
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                                   DEFINITIONS

            The terms set forth below are defined in the following Sections of
this Security Instrument:

            (a)         Additional Collateral: Article 3, Subsection 3.17(b);

            (b)         ADSB: Article 5, Subsection 5.6(h);

            (c)         Affiliated Loan: Article 3, Subsection 3.11(k);

            (d)         Affiliated Manager: Article 8, Section 8.1;

            (e)         AKPC: Article 5, Subsection 5.6(h);

            (f)         Anchor Lease: Article 3, Subsection 3.7(d);

            (g)         Applicable Laws: Article 3, Subsection 3.10(a);

            (h)         Approved Bank: Article 3, Subsection 3.17(a)(2);

            (i)         Approved Document: Article 3, Subsection 3.7(j)(2);

            (j)         Approved Information: Article 3, Subsection 3.7(j)(2);

            (k)         Award: Article 3, Section 3.6;

            (l)         Borrower: Preamble, and Article 21, Section 21.1;

            (m)         Business Day: Article 16, Section 16.1;

            (n)         Business Party: Article 4, Subsection 4.3(t);

            (o)         Cash Management Agreement: Article 1, Subsection 1.1(p);

            (p)         Casualty Consultant: Article 4, Subsection 4.4(b)(iv);

            (q)         Casualty Restoration: Article 3, Subsection 3.3(h);

            (r)         Casualty Retainage: Article 4, Subsection 4.4(b)(iv);

            (s)         City Leased Land: Recitals;

            (t)         Condemnation Proceeds: Article 4, Section 4.4(b);

            (u)         Condemnation Restoration: Article 3, Subsection 3.6;

            (v)         Contest Requirements: Article 12, Section 12.2;

                                      -85-
   94

            (w)         Cooperation Letter: Article 19, Section 19.2;

            (x)         COREA: Article 5, Subsection 5.6(h);

            (y)         Creditors Rights Laws: Article 10, Subsection 10.1(f);

            (z)         Debt: Article 2, Section 2.1;

            (aa)        Debt Service: Article 3, Subsection 3.17(a)(7);

            (bb)        Debt Service Coverage Ratio or DSCR: Article 3,
                        Subsection 3.17(a)(2);

            (cc)        Default Rate: Article 10, Section 10.3;

            (dd)        Environmental Assessment: Article 12, Section 12.2;

            (ee)        Environmental Indemnity: Article 13, Section 13.4;

            (ff)        Environmental Law: Article 12, Section 12.1;

            (gg)        Environmental Liens: Article 12, Section 12.2;

            (hh)        Environmental Report: Article 12, Section 12.1;

            (ii)        ERISA: Article 4, Subsection 4.2(a);

            (jj)        Escrow Fund: Article 3, Section 3.5;

            (kk)        Event: Article 20, Section 20.1;

            (ll)        Event of Default: Article 10, Section 10.1;

            (mm)        Excess Amount: Article 3; Section 3.14;

            (nn)        Exchange Act Filing: Article 3, Subsection 3.11(i);

            (oo)        Expenses: Article 3, Subsection 3.17(a)(6);

            (pp)        Fee Land: Recitals;

            (qq)        Flood Insurance Acts: Article 3, Subsection 3.3(a)(vii);

            (rr)        Full Replacement Cost: Article 3, Subsection
                        3.3(a)(i)(A);

            (ss)        GAAP: Article 3, Subsection 3.11(a);

            (tt)        Gross Income: Article 3, Subsection 3.17(a)(5);

            (uu)        Ground Lease: Recitals, and Article 1, Subsection
                        1.1(a);

                                      -86-
   95
            (vv)        Ground Lease Escrow Fund: Article 3, Section 3.19;

            (ww)        Ground Lessor: Article 5, Subsection 5.25(a);

            (xx)        Guarantor: Article 10, Subsection 10.1(e);

            (yy)        Hazardous Substances: Article 12, Subsection 12.1(f);

            (zz)        Hypothetical Loan Amount: Article 3, Subsection 3.17(c);

            (aaa)       Improvements: Article 1, Subsection 1.1(e);

            (bbb)       Indemnified Parties: Article 13, Section 13.1;

            (ccc)       Indemnitor: Article 13, Section 13.4;

            (ddd)       Independent Director: Article 4, Subsection 4.3(t);

            (eee)       Insurance Premiums: Article 3, Subsection 3.3(b);

            (fff)       Insurance Proceeds: Article 4, Section 4.4(b);

            (ggg)       Kings Plaza LLC: Preamble;

            (hhh)       Land: Article 1, Subsection 1.1(c);

            (iii)       Law Change: Article 22, Section 22.10;

            (jjj)       Leases: Article 1, Subsection 1.1(h);

            (kkk)       Lender: Preamble and Article 21, Section 21.1;

            (lll)       Letter of Credit: Article 3, Subsection 3.17(1);

            (mmm)       Loan: Article 5, Subsection 5.12;

            (nnn)       Losses: Article 13, Section 13.1;

            (ooo)       Macy's: Article 5, Subsection 5.6(h);

            (ppp)       Major Lease: Article 3, Subsection 3.7(d);

            (qqq)       Management Agreement: Article 3, Subsection 3.16(a);

            (rrr)       Manager: Article 3, Subsection 3.16(a);

            (sss)       Net Proceeds: Article 4, Subsection 4.4(b);

            (ttt)       Net Proceeds Deficiency: Article 4, Subsection
                        4.4(b)(vi);

                                      -87-
   96
            (uuu)       New Mortgage: Recitals;

            (vvv)       New Note: Recitals;

            (www)       NOI: Article 3, Subsection 3.17(a)(4);

            (xxx)       Non-Consolidation Opinion: Article 3, Subsection 3.15;

            (yyy)       Non-Major Lease: Article 3, Subsection 3.7(a);

            (zzz)       Note: Article 21, Section 21.1;

            (aaaa)      Obligations: Article 2, Section 2.3;

            (bbbb)      Offering Document Date: Article 3, Subsection
                        3.11(f)(iv);

            (cccc)      Original Mortgages: Recitals;

            (dddd)      Original Notes: Recitals;

            (eeee)      Other Charges: Article 3, Subsection 3.4(a);

            (ffff)      Other Obligations: Article 2, Section 2.2;

            (gggg)      Other Security Documents: Article 3, Section 3.2;

            (hhhh)      Overhang Lease: Recitals;

            (iiii)      Overhang Leased Land: Recitals;

            (jjjj)      Parking Land: Recitals;

            (kkkk)      Parking LLC: Preamble;

            (llll)      Parking Management Agreement: Article 3, Subsection
                        3.16(b);

            (mmmm)      Parking Manager: Article 3, Subsection 3.16(b);

            (nnnn)      Participations: Article 19, Section 19.1;

            (oooo)      Permitted Exceptions: Article 5, Section 5.1;

            (pppp)      Personal Property: Article 1, Subsection 1.1(g);

            (qqqq)      Plaza LLC: Preamble;

            (rrrr)      Policies/Policy: Article 3, Subsection 3.3(b);

            (ssss)      Power Plant License: Article 4, Subsection 4.3(j);

                                      -88-
   97
            (tttt)      Principal: Article 4, Section 4.3;

            (uuuu)      Property: Article 1, Section 1.1 and Article 21, Section
                        21.1;

            (vvvv)      Qualified Insurer: Article 3, Subsection 3.3(b);

            (wwww)      Qualified Manager: Article 3, Subsection 3.16(a);

            (xxxx)      Rating Agency: Article 3, Subsection 3.3(b);

            (yyyy)      Rating Criteria: Article 3, Subsection 3.17(a)(8);

            (zzzz)      Reduced AC Amount: Article 3, Subsection 3.17(c);

            (aaaaa)     Release: Article 12, Section 12.1;

            (bbbbb)     Remediation: Article 12, Section 12.1;

            (ccccc)     Renewal Lease: Article 3, Subsection 3.7(a);

            (ddddd)     Rents: Article 1, Subsection 1.1(h);

            (eeeee)     Reserve Funds: Section 3.26;

            (fffff)     Restoration: Article 3, Subsection 3.6;

            (ggggg)     Restricted Party: Article 8; Section 8.1;

            (hhhhh)     Sale or Pledge: Article 8, Section 8.1;

            (iiiii)     Securities: Article 19, Section 19.1;

            (jjjjj)     Security Deposits: Article 3, Subsection 3.7(i);

            (kkkkk)     Security Instrument: Preamble;

            (lllll)     Servicer: Article 19, Section 19.4

            (mmmmm)     Servicing Agreement: Article 19, Section 19.4

            (nnnnn)     SNDA: Article 3, Subsection 3.7(g);

            (ooooo)     Standard Statements: Article 3, Subsection 3.11(f)(i);

            (ppppp)     Summary Information: Article 3, Subsection 3.7(j);

            (qqqqq)     Taxes: Article 3, Subsection 3.4(a);

            (rrrrr)     Threshold Amount: Article 3, Section 3.14;

                                      -89-
   98
            (sssss)     Transfer: Article 8, Subsection 8.2(a);

            (ttttt)     Transferee: Article 8, Subsection 8.2(c)(ii);

            (uuuuu)     UCC Collateral: Article 1, Section 1.3;

            (vvvvv)     Uniform Commercial Code: Article 1, Subsection 1.1(g);

            (wwwww)     Vacancy Rate: Article 3, Subsection 3.17(a)(9);

            (xxxxx)     Vornado: Article 8, Subsection 8.3(b)(ii); and

            (yyyyy)     Vornado Affiliate: Article 8, Subsection 8.3(d).

                                      -90-
   99
            IN WITNESS WHEREOF, THIS SECURITY INSTRUMENT has been executed by
Borrower the day and year first above written.

                                    BORROWER:

                                    ALEXANDER'S KINGS PLAZA, LLC, a Delaware
                                       limited liability company

                                       By: /s/ Joseph Macnow
                                          --------------------------------------
                                       Name:  Joseph Macnow
                                       Title: Executive President

                                    ALEXANDER'S OF KINGS, LLC, a Delaware
                                       limited liability company

                                       By: /s/ Joseph Macnow
                                          --------------------------------------
                                       Name:  Joseph Macnow
                                       Title: Executive President

                                    KINGS PARKING, LLC, a Delaware limited
                                       liability company

                                       By: /s/ Joseph Macnow
                                          --------------------------------------
                                       Name:  Joseph Macnow
                                       Title:  Executive President
   100
                                     LENDER:

                                    MORGAN GUARANTY TRUST COMPANY OF NEW
                                       YORK, a New York banking corporation

                                       By: /s/ Steven Z. Schwartz
                                          --------------------------------------
                                       Name: Steven Z. Schwartz
                                       Title: Managing Director
   101
STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the 25 day of May, 2001, before me, the undersigned, personally
appeared Joseph Macnow, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.

                                       /s/ Saralyn Vasile
                                      ------------------------------------------
                                      Signature and Office of individual
                                      taking acknowledgment

                                               SARALYN VASILE
                                      NOTARY PUBLIC, State of New York
                                               No. 43-4992597
                                         Qualified in Suffolk County
                                         Commission Expires: 4/3/02

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the 25 day of May, 2001, before me, the undersigned, personally
appeared Joseph Macnow, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.

                                       /s/ Saralyn Vasile
                                      ------------------------------------------
                                      Signature and Office of individual
                                      taking acknowledgment

                                               SARALYN VASILE
                                      NOTARY PUBLIC, State of New York
                                               No. 43-4992597
                                         Qualified in Suffolk County
                                         Commission Expires: 4/3/02
   102
STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the 25 day of May, 2001, before me, the undersigned, personally
appeared Joseph Macnow, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.

                                       /s/ Saralyn Vasile
                                      ------------------------------------------
                                      Signature and Office of individual
                                      taking acknowledgment

                                               SARALYN VASILE
                                      NOTARY PUBLIC, State of New York
                                               No. 43-4992597
                                         Qualified in Suffolk County
                                         Commission Expires: 4/3/02
   103
                            (Lender's Acknowledgment)

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            On the 31st day of May, 2001, before me, the undersigned, personally
appeared Steven Z. Schwartz, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.

                                       /s/ Barbara Lau
                                      ------------------------------------------
                                      Signature and Office of individual
                                      taking acknowledgment

                                               BARBARA LAU
                                      Notary Public, State of New York
                                               No. 01LA6054795
                                         Qualified in Queens County
                                      Commission Expires Feb. 12, 2003
   104
                                    EXHIBIT A

                                   EXHIBIT A-1

                                    FEE LAND
AS TO PARCEL I

ALL that certain plot, piece or parcel of land with the building and
improvements thereon erected, situate, lying and being in the Borough of
Brooklyn, County of Kings, City and State of New York, bounded and described as
follows:

BEGINNING at the corner formed by the intersection of the southeasterly side of
Avenue U (80 feet wide) with the northeasterly side of Flatbush Avenue (200 feet
wide);

RUNNING THENCE northeasterly along the southeasterly side of Avenue U, 930 feet;

THENCE southeasterly at 90 degrees to said Avenue U, 859.02 feet to the
Conditional United States Pierhead & Bulkhead Line;

THENCE southerly along the Conditional United States Pierhead & Bulkhead Line
and forming an interior angle of 125 degrees 54 minutes 14.6 seconds with the
last mentioned course 827.16 feet;

THENCE northwesterly forming an interior angle of 54 degrees 5 minutes 45.4
seconds with the last mentioned course, 644.08 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 700 feet southeasterly therefrom;

THENCE southwesterly parallel with said Avenue U and 90 degrees to the last
mentioned course 171.76 feet to a point on the prolongation of the centerline of
former Hinsdale Avenue;

THENCE northwesterly along said prolongation of the center line of former
Hinsdale Avenue and forming an interior angle of 92 degrees 14 minutes 48
seconds with the last mentioned course, 425.33 feet to a point on a line drawn
parallel with Avenue U (80 feet wide) and 275 feet southwesterly therefrom;

THENCE southwesterly parallel with said Avenue U and forming an exterior angle
of 92 degrees 14 minutes 48 seconds with the last mentioned course 71.59 feet to
northeasterly side of Flatbush Avenue (100 feet wide);

THENCE northwesterly along the said northeasterly side of Flatbush Avenue 275
feet to the point or place of BEGINNING.

EXCEPTING and excluding therefrom the following described premises: ALL those
certain plots, pieces or parcels of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:

                                     A-1-1
   105
BEGINNING at an interior angle on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
25 feet southeasterly from the southeasterly side of Avenue U (80 feet wide)
measured along said line;

RUNNING THENCE northeasterly parallel with Avenue U, 239 feet;

THENCE southeasterly 90 degrees to the last mentioned course, 377 feet 10
inches;

THENCE southwesterly at 90 degrees to the last mentioned course, 239 feet;

THENCE northwesterly at 90 degrees to the last mentioned course, 170 feet 6
inches;

THENCE southwesterly at 90 degrees to the last mentioned course, 28 feet 3
inches;

THENCE northwesterly at 90 degrees to the last mentioned course, 66 feet;

THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;

THENCE northwesterly at 90 degrees to the last mentioned course, 141 feet 4
inches to the point or place of BEGINNING.

                                      A-1-2
   106
                                   EXHIBIT A-2

                              OVERHANG LEASED LAND

AS TO PARCEL III:

That certain leasehold estate created under and existing by virtue of that
certain lease made between Flatbrook Properties Corp., as landlord, and Kings
Plaza Shopping Center of Flatbush Avenue, Inc., and Kings Plaza Shopping Center
of Avenue U, Inc., as tenants in common, dated as of February 1, 1970 and
recorded May 27, 1970 in Reel 413 page 158, as assigned to Alexander's
Department Stores of Brooklyn, Inc., by Assignment and Assumption of Tenant's
Interest in the Overhang Leases from Kings Plaza Shopping Center of Avenue U,
Inc., dated June 18, 1998 and recorded July 31, 1998 in Reel 4251 page 1506, as
assigned to Alexander's Kings Plaza Center, Inc., by Assignment and Assumption
of Overhang Leases from Alexander's Department Stores of Brooklyn, Inc., dated
as of June 18, 1998 and recorded July 31, 1998 in Reel 4251 page 1533, which
lease as assigned was memorialized by Memorandum of Macy's Overhang Lease made
between Macy's Kings Plaza Real Estate, Inc., as landlord, and Alexander's Kings
Plaza Center, Inc., as tenant, dated June 18, 1998 and recorded July 31, 1998 in
Reel 4251 page 1543.

AS TO PARCEL IIIA:

ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:

BEGINNING at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide); said point being
232 feet 4 inches southeasterly from the southeasterly side of Avenue U (80 feet
wide) measured along said line;

RUNNING THENCE southeasterly at 90 degrees to said Avenue U, 166 feet 10-1/2
inches more or less to the southeasterly face of a wall which is the extension
southwesterly of the southeasterly wall of Landlord's department store building;

THENCE northeasterly at approximately 90 degrees to the last mentioned course
and along the said southeasterly face of said wall, 21 feet 6 inches more or
less to the southwesterly face of another wall;

THENCE northwesterly at approximately 90 degrees to the last mentioned course
and along the said southwesterly face to the last mentioned wall, 171 feet 1/2
inch more or less to the southeasterly face of another wall;

THENCE southwesterly at approximately 90 degrees to the last mentioned course
and along the said southeasterly face of the said last mentioned wall, 45 feet
more or less to the southwesterly face of the signband at the front of the
southeasterly building leased hereunder;

                                      A-2-1
   107
THENCE southeasterly at approximately 90 degrees to the last mentioned course
and along the southwesterly face of the said signband 4 feet 2 inches more or
less to a point distant 232 feet 4 inches southeasterly from said Avenue U
measured along a line drawn at right angles thereto;

THENCE northeasterly at 90 degrees to the last mentioned line, 23 feet 6 inches
more or less to the point or place of BEGINNING.

NOTE: Flatbush Avenue having been widened to 200 feet.

AS TO PARCEL IIIB:

Upper Level

BEGINNING at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
at the intersection of said line with the southeasterly face of a wall which is
approximately 59 feet 11 inches southeasterly from the southeasterly side of
Avenue U (80 feet wide) measured along said line;

THENCE northeasterly at approximately 90 degrees to said line and along the said
southeasterly face of said wall, 18 feet 9-1/2 inches more or less to the
southwesterly face of another wall;

THENCE southeasterly at approximately 90 degrees to the last mentioned course
and along the said southwesterly face of said last mentioned wall, 33 feet 7
inches more or less to the southeasterly face of another wall;

THENCE northeasterly at approximately 90 degrees to the last mentioned course
and along the said southeasterly face of said wall 2 feet 8-1/2 inches more or
less to the southwesterly face of another wall;

THENCE southeasterly at approximately 90 degrees to the last mentioned course
and along the southwesterly face of said wall, 76 feet 11 inches more or less to
the northwesterly face of another wall;

THENCE southwesterly at approximately 90 degrees to the last mentioned course
and along the said northwesterly face of said last mentioned wall, 43 feet 11
inches more or less to the southwesterly face of another wall;

THENCE southeasterly at approximately 90 degrees to the last mentioned course
and along the southwesterly face of said last mentioned wall and the extension
thereof southeasterly 8 feet 11 inches to the southeasterly face of the signband
at the front of the upper level of the northwesterly building leased hereunder;

                                      A-2-2
   108
THENCE southwesterly at approximately 90 degrees to the last mentioned course
and along the said southeasterly face of the said signband 5 feet 10 inches more
or less to a point on a line drawn at right angles to said Avenue U from a point
on said Avenue U distant 684 feet 11 inches northeasterly from the corner of
Avenue U and Flatbush Avenue;

THENCE northwesterly along said line 13 feet more or less to a point distant 166
feet 4 inches southeasterly from said Avenue U measured along said line;

THENCE northeasterly at 90 degrees to the last mentioned course, 28 feet 3
inches;

THENCE northwesterly at 90 degrees to the last mentioned course, 106 feet 5
inches more or less to the point or place of BEGINNING.

EXCEPTING from Parcel II (Upper Level) so much thereof as lies below the lower
surface of the second floor slab situated below said premises.

NOTE: Flatbush Avenue having been widened to 200 feet.

AS TO PARCEL IIIC:

Lower Level

BEGINNING at an interior point on a line drawn at right angles to Avenue U
through a point thereon distant 713 feet 2 inches northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U (80 feet wide)
with the northeasterly side of Flatbush Avenue (100 feet wide), said point being
at the intersection of said line with the southeasterly face of a wall which is
approximately 59 feet 11 inches southeasterly from the southeasterly side of
Avenue U (80 feet wide) measured along said line;

THENCE northeasterly at approximately 90 degrees to said line and along the said
southeasterly face of said wall 18 feet 9-1/2 inches more or less to the
southwesterly face of another wall;

THENCE southeasterly at approximately 90 degrees to the last mentioned course
and along the said southwesterly face of said mentioned wall, 27 feet more or
less to the southeasterly face of another wall;

THENCE northeasterly at approximately 90 degrees to the last mentioned course
and along the said southeasterly face of said wall, 2 feet 8-1/2 inches more or
less to the southwesterly face of another wall;

THENCE southeasterly at approximately 90 degrees to the last mentioned course
and along the southwesterly face of said wall 83 feet 7 inches more or less to
the northwesterly face of another wall;

                                     A-2-3
   109
THENCE southwesterly at approximately 90 degrees to the last mentioned course
and along the said northwesterly face of said last mentioned wall, 45 feet more
or less to the southwesterly face of the signband at the front of the lower
level of the northwesterly building leased hereunder;

THENCE northwesterly at approximately 90 degrees to the last mentioned course
and along the said southwesterly face of the said signband 4 feet 2 inches more
or less to a point distant 166 feet 4 inches southeasterly from said Avenue U
measured along a line drawn at right angles thereto;

THENCE northeasterly at 90 degrees to the last mentioned line, 23 feet 6 inches
more or less to a point distant 166 feet 4 inches southeasterly from said Avenue
U measured along the line drawn at right angles thereto from a point thereon
distant 713 feet 2 inches northeasterly from the corner of Avenue U and Flatbush
Avenue;

THENCE northwesterly at 90 degrees to said Avenue U, 106 feet 5 inches more or
less to the point or place of BEGINNING.

EXCEPTING from Parcels IIIA, IIIB (Upper Level) and IIIC so much thereof as lies
above the lower surface of the third floor slab situated over said premises;

TOGETHER with the right to affix to the above mentioned second and third floor
slabs and to the above mentioned walls portion of the buildings leased hereunder
and pipes, ducts, conduits and other installations therein.

TOGETHER also with so much of the land of Landlord outside the exterior walls of
the said department store building and the buildings leased hereunder as is
occupied on the southwesterly side thereof by the Covered Mall structure and a
sidewalk of the Kings Plaza Shopping Center, said land being in each case a
strip approximately 5 feet in width.

NOTE: Flatbush Avenue having been widened to 200 feet.

                                      A-2-4
   110
                                   EXHIBIT A-3

                                CITY LEASED LAND

AS TO PARCEL IV:

That certain leasehold estate created under and existing by virtue of that
certain lease made by the City of New York, acting by its Commissioner of Marine
and Aviation, as landlord, and U&F Realty Corp., as tenant, dated November 29,
1967 and recorded June 10, 1970 in Reel 416 page 286 as amended, as assigned to
Kings Plaza Shopping Center of Flatbush Avenue, Inc., and Kings Plaza Shopping
Center of Avenue U, Inc., by Assignment and Assumption Agreement of U&F Realty
Corp., dated as of January 27, 1970 and recorded June 10, 1970 in Reel 416 page
354, as assigned to Alexander's Department Stores of Brooklyn, Inc., by
Assignment and Assumption of City Lease, dated as of June 18, 1998 and recorded
July 31, 1998 in Reel 4251 page 1500.

AS TO PARCEL IV:

ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:

BEGINNING at a point on the northeasterly side of Flatbush Avenue, (200 feet
wide) distant 275 feet southeasterly from the corner formed by the intersection
of the southeasterly side of Avenue U (80 feet wide) with the northeasterly side
of Flatbush Avenue;

RUNNING THENCE northeasterly parallel with Avenue U, 71.59 feet to the
prolongation of the center line of former Hinsdale Avenue;

THENCE southeasterly along the prolongation of the center line of former
Hinsdale Avenue, 425.33 feet to a point on a line drawn parallel with and
distant 700 feet southeasterly from the southeasterly side of Avenue U and 88.29
feet northeasterly from the northwesterly side of Flatbush Avenue measured along
said line;

THENCE northeasterly parallel with Avenue U, 171.76 feet to the prolongation of
the center line of the block between East 52nd Street and East 53rd Street;

THENCE southeasterly along the prolongation of said center line of the block,
644.08 feet to the conditional United States Pierhead and Bulkhead Line approved
by the Secretary of War, May 1, 1911;

THENCE southerly along said Pierhead and Bulkhead Line, 247.03 feet;

THENCE northwesterly along a line 60 feet northeasterly from and parallel with
Flatbush Avenue, 470.95 feet;

                                      A-3-1
   111
THENCE southwesterly parallel with Avenue U, 60 feet to the northeasterly side
of Flatbush Avenue; and

THENCE northwesterly along the northeasterly side of Flatbush Avenue, 743 feet
to the point or place of BEGINNING.

ALL of the above Parcels I - IV together with all right, title, interest and
easements as set out in that certain Construction, Operation and Reciprocal
Easement Agreement and all Assignments and Amendments thereto as shown in
Exception 4 of Schedule B, hereto.

                                      A-3-2
   112
                                   EXHIBIT A-4

                                  PARKING LAND
AS TO PARCEL V:

ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Brooklyn, County of Kings, City and State of New York, bounded and
described as follows:

BEGINNING at a point on the southeasterly side of Avenue U, 80 feet wide,
distant 1,030 feet northeasterly from the intersection of the southeasterly side
of said Avenue U with the former northeasterly side of Flatbush Avenue, 100 feet
wide, said point of beginning also being 960 feet northeasterly from the corner
formed by the intersection of the southeasterly side of Avenue U, 110 feet wide
as on Present City Map, with the northeasterly side of Flatbush Avenue 200 feet
wide as on Present City Map, as measured along the southeasterly and
northeasterly sides of Avenue U as on said Present City Map;

THENCE southeasterly at right angles to said Avenue U, 859.02 feet to the U.S.
Pierhead & Bulkhead line of Mill Basin approved by the Secretary of War
5/1/1911;

THENCE northerly along said Pierhead & Bulkhead line 358.42 feet to a bend
therein;

THENCE northeasterly still along the Pierhead & Bulkhead line and parallel with
Avenue U, 61.30 feet;

THENCE northwesterly at right angles to Avenue U, 650 feet to the southeasterly
side of Avenue U;

THENCE southwesterly along the southeasterly side of Avenue U, 350 feet to the
point or place of BEGINNING.

NOTE: Flatbush Avenue having been widened to 200 feet.
   113
                                    EXHIBIT B

                           (Description of Mortgages)

(1) Building Loan Mortgage dated June 27, 1969, in the amount of TWENTY THREE
MILLION FIVE HUNDRED THOUSAND and 00/100 Dollars ($23,500,000.00) made by Kings
Plaza Shopping Center of Flatbush Avenue Inc., and Kings Plaza Shopping Center
of Avenue U, Inc. to R.H. Macy & Co., Inc. & Alexander's Inc. and recorded in
the Kings County Clerk's Office on June 30, 1969, in Reel 344 page 153
("MORTGAGE 1").

(2) Mortgage dated as of March 15, 1995 in the amount of THIRTY MILLION ONE
HUNDRED and 00/100 Dollars ($30,000,100.00) made by Alexander's Inc. to First
Fidelity Bank, National Association recorded in the Kings County Clerk's Office
on March 17, 1995 in Reel 3481 page 1507 ("MORTGAGE 2");

(3) Spread Mortgage dated December 15, 1925, in the amount of ONE MILLION and
00/100 Dollars ($1,000,000.00) made by United Cigar Stores Company of America to
New York Title & Mortgage Company and recorded in the Kings County Clerk's
Office on December 18, 1925 in Liber 3648 page 59 ("MORTGAGE 3");

(4) Mortgage dated February 6, 1928, in the amount of FIVE HUNDRED FIFTY
THOUSAND and 00/100 Dollars ($550,000.00) made by 164 E.59 St. Corporation to
United Stores Realty Corporation recorded in the Kings County Clerk's Office on
February 10, 1928 in Liber 3852 page 400 ("MORTGAGE 4");

(5) Mortgage dated December 15, 1961, in the amount of FIVE HUNDRED FIFTY
THOUSAND FIVE HUNDRED EIGHTY THREE AND 16/100 Dollars ($550,583.16) made by
Tillie Feldman to Equitable Life Assurance Society of the United States and
recorded in the Kings County Clerk's Office on December 20, 1961, in Liber 6019
page 392 ("MORTGAGE 5")

(6) Mortgage dated as of December 21, 1971, in the amount of TWO HUNDRED NINETY
SEVEN THOUSAND TWO HUNDRED FIFTY SEVEN AND 43/100 Dollars ($297,257.43) made by
Grugo Equities, Inc. to United Mutual Savings Bank and recorded in the Kings
County Clerk's Office on December 23, 1971, in Reel 226 page 13 ("MORTGAGE 6");

(7) Mortgage dated February 10, 1982, in the amount of FOUR HUNDRED TWO THOUSAND
TWENTY NINE AND 96/100 Dollars ($402,029.96) made by Gogru Realty Corp. to
Harlem Savings Bank and recorded in the Kings County Clerk's Office on February
22, 1982 in Reel 607 page 1532 ("MORTGAGE 7");
   114
(8) Mortgage dated December 30, 1994 in the amount of TWENTY TWO MILLION ONE
HUNDRED NINETY FOUR THOUSAND FORTY SEVEN AND 8/100 Dollars ($22,194,047.08) by
Seven Thirty One Limited Partnership to Emanuel Gruss, Riane Gruss and Elizabeth
Goldberg, dated December 30, 1994, and recorded in the Kings County Clerk's
Office on January 12, 1995 in Reel 2173 page 123 ("MORTGAGE 8");

(9) Term Loan Fee and Leasehold Mortgage, Assignment of Leases and Rents and
Security Agreement dated June 18, 1998, in the amount of FIFTY MILLION EIGHT
HUNDRED EIGHTY THREE THOUSAND EIGHT HUNDRED THIRTY SEVEN AND 37/100 Dollars
($50,883,837.37) made by Alexander's King Plaza Center, Inc., Kings Plaza Corp.
and Alexander's Department Stores of Brooklyn, Inc. to Union Bank of Switzerland
(New York Branch) and recorded in the Kings County Clerk's Office on July 31,
1998, in Reel 4251 page 1759 ("MORTGAGE 9");

       Mortgages 1 through 9 were consolidated to form a single lien of
$90,000,000.00 pursuant to a Mortgage Consolidation, Modification and Spreader
Agreement dated June 19, 1998 and recorded in the Kings County Clerk's Office on
July 31, 1998 in Reel 4251 page 1809;

(10) Building Loan Fee and Leasehold Mortgage, Assignment of Leases and Rents
and Security Agreement dated as of August 9, 1999, in the amount of NINETEEN
MILLION FIVE HUNDRED SIXTY SEVEN THOUSAND EIGHT HUNDRED and 00/100 Dollars
($19,567,800.00) made by Alexander's King Plaza Center, Inc., Kings Plaza Corp.
and Alexander's Department Stores of Brooklyn, Inc. to UBS AG, Stamford Branch,
as administrative agent for lenders and recorded in the Kings County Clerk's
Office on September 17, 1999 in Reel 4587 page 956 ("MORTGAGE 10").

(11) Project Loan Fee and Leasehold Mortgage, Assignment of Leases and Rents and
Security Agreement dated as of August 9, 1999, in the amount of TEN MILLION FOUR
HUNDRED THIRTY TWO THOUSAND TWO HUNDRED and 00/100 Dollars ($10,432,200.00) made
by Alexander's King Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to UBS AG, Stamford Branch, as
administrative agent for lenders and recorded in the Kings County Clerk's Office
on September 17, 1999 in Reel 4587 page 1006 ("MORTGAGE 11").

   115
                                   EXHIBIT C
                                   ---------

- -------------------------------------------------------------------------------

                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK
                                             (Lender)

                                    - and -

                           -------------------------
                                             (Tenant)

                      ------------------------------------

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

                      ------------------------------------

                      Dated:

                      Location:

                      Section:
                      Block:
                      Lot:
                      County:

                      PREPARED BY AND UPON
                      RECORDATION RETURN TO:

                      Messrs. Cadwalader, Wickersham & Taft
                      100 Maiden Lane
                      New York, New York 10038
                      Attention:

                      File No.:       41853.017

                      Title No.:

- -------------------------------------------------------------------------------

                                      C-1

   116
            SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the
"AGREEMENT") is made as of the            day of                , 2001 by and
between MORGAN GUARANTY TRUST COMPANY OF NEW YORK, having an address at 60 Wall
Street, New York, New York 10260-0060 ("LENDER") and
                                            , having an address at
("TENANT").

                                   RECITALS:

     A.   Lender is the present owner and holder of a certain mortgage and
security agreement (the "SECURITY INSTRUMENT"), dated                 , 2001,
given by Landlord (defined below) to Lender which encumbers the           estate
of Landlord in certain premises described in Exhibit A attached hereto (the
"PROPERTY") and which secures the payment of certain indebtedness owed by
Landlord to Lender evidenced by a certain promissory note, dated
          , 2001, given by Landlord to Lender (the "NOTE");

     B.   Tenant is the holder of a leasehold estate in a portion of the
Property under and pursuant to the provisions of a certain lease
dated                        ,        between                       , as
landlord ("LANDLORD") and Tenant, as tenant (the "LEASE"); and

     C.   Tenant has agreed to subordinate the Lease to the Security Instrument
and to the lien thereof and Lender has agreed to grant non-disturbance to
Tenant under the Lease on the terms and conditions hereinafter set forth.

                                   AGREEMENT:

     For good and valuable consideration, Tenant and Lender agree as follows:

     1.   Subordination. Tenant agrees that the Lease and all of the terms,
          covenants and provisions thereof and all rights, remedies and options
          of Tenant thereunder are and shall at all times continue to be subject
          and subordinate in all respects to the Security Instrument and to the
          lien thereof including without limitation all renewals, increases,
          modifications, spreaders, consolidations, replacements and extensions
          thereof and to all sums secured thereby with the same force and effect
          as if the Security Instrument had been executed, delivered and
          recorded prior to the execution and delivery of the Lease.

     2.   Non-Disturbance. Lender agrees that if any action or proceeding is
          commenced by Lender for the foreclosure of the Security Instrument or
          the sale of the Property, Tenant shall not be named as a party therein
          unless such joinder shall be required by law, provided, however, such
          joinder shall not result in the termination of the Lease or disturb
          the Tenant's possession or use of the premises demised thereunder, and
          the sale of the Property in any such action or proceeding and the
          exercise by

                                      C-2
   117
          Lender of any of its other rights under the Note or the Security
          Instrument shall be made subject to all rights of Tenant under the
          Lease, provided that at the time of the commencement of any such
          action or proceeding or at the time of any such sale or exercise of
          any such other rights (a) the term of the Lease shall have commenced
          pursuant to the provisions thereof, (b) Tenant shall be in possession
          of the premises demised under the Lease, (c) the Lease shall be in
          full force and effect and (d) Tenant shall not be in default under any
          of the terms, covenants or conditions of the Lease or of this
          Agreement on Tenant's part to be observed or performed.

     3.   Attornment. Lender and Tenant agree that if Lender shall become the
          owner of the Property by reason of the foreclosure of the Security
          Instrument or the acceptance of a deed or assignment in lieu of
          foreclosure or otherwise, and the conditions set forth in Section 2
          above have been met at the time Lender becomes owner of the Property,
          the Lease shall not be terminated or affected thereby but shall
          continue in full force and effect as a direct lease between Lender and
          Tenant upon all of the terms, covenants and conditions set forth in
          the Lease and in the event, Tenant agrees to attorn to Lender and
          Lender agrees to accept such attornment, provided, however, that the
          provisions of the Security Instrument shall govern with respect to the
          disposition of any casualty insurance proceeds or condemnation awards
          and Lender shall not be (a) obligated to complete any construction
          work required to be done by Landlord pursuant to the provisions of the
          Lease or to reimburse Tenant for any construction work done by Tenant,
          (b) liable (i) for Landlord's failure to perform any of its
          obligations under the Lease which have accrued prior to the date on
          which Lender shall become the owner of the Property, or (ii) for any
          act or omission of Landlord, whether prior to or after such
          foreclosure or sale, (c) required to make any repairs to the Property
          or to the premises demised under the Lease required as a result of
          fire, or other casualty or by reason of condemnation unless Landlord
          shall be obligated under the Lease to make such repairs and shall have
          received sufficient casualty insurance proceeds or condemnation awards
          to finance the completion of such repairs, (d) required to make any
          capital improvements to the Property or to the premises demised under
          the Lease which Landlord may have agreed to make, but had not
          completed, or to perform or provide any services not related to
          possession or quiet enjoyment of the premises demised under the Lease,
          (e) subject to any offsets, defenses, abatements or counterclaims
          which shall have accrued to Tenant against Landlord prior to the date
          upon which Lender shall become the owner of the Property, (f) liable
          for the return of rental security deposits, if any, paid by Tenant to
          Landlord in accordance with the Lease unless such sums are actually
          received by Lender, (g) bound by any payment of rents, additional
          rents or other sums which Tenant may have paid more than one (1) month
          in advance to any prior Landlord unless (i) such sums are actually
          received by Lender or (ii) such prepayment shall have been expressly
          approved of by Lender, (h) bound to make any payment to Tenant which
          was required

                                      C-3
   118
     under the Lease, or otherwise, to be made prior to the time Lender
     succeeded to Landlord's interest, (i) bound by any agreement amending,
     modifying or terminating the Lease made without Lender's prior written
     consent prior to the time Lender succeeded to Landlord's interest or
     (j) bound by any assignment of the Lease or sublease of the Property, or
     any portion thereof, made prior to the time Lender succeeded to Landlord's
     interest other than if pursuant to the provisions of the Lease.

4.   Notice to Tenant.  After notice is given to Tenant by Lender that the
     Landlord is in default under the Note and the Security Instrument and that
     the rentals under the Lease should be paid to Lender pursuant to the terms
     of the assignment of leases and rents executed and delivered by Landlord to
     Lender in connection therewith, Tenant shall thereafter pay to Lender or as
     directed by the Lender, all rentals and all other monies due or to become
     due to Landlord under the Lease and Landlord hereby expressly authorizes
     Tenant to make such payments to Lender and hereby releases and discharges
     Tenant from any liability to Landlord on account of any such payments.

5.   Lender's Consent.  Tenant shall not, without obtaining the prior written
     consent of Lender, (a) enter into any agreement amending, modifying or
     terminating the Lease, (b) prepay any of the rents, additional rents or
     other sums due under the Lease for more than one (1) month in advance of
     the due dates thereof, (c) voluntarily surrender the premises demised under
     the Lease or terminate the Lease without cause or shorten the term thereof,
     or (d) assign the Lease or sublet the premises demised under the Lease or
     any part thereof other than pursuant to the provisions of the Lease; and
     any such amendment, modification, termination, prepayment, voluntary
     surrender, assignment or subletting, without Lender's prior consent, shall
     not be binding upon Lender.

6.   Representations and Warranties.  Tenant hereby represents and warrants to
     Lender that as of the date hereof (a) Tenant is the owner and holder of the
     tenant's interest under the Lease, (b) the Lease has not been modified or
     amended, (c) the Lease is in full force and effect and the term thereof
     commenced on ________________, ____, pursuant to the provisions thereof,
     (d) the premises demised under the Lease have been completed and Tenant has
     taken possession of the same on a rent paying basis, (e) neither Tenant nor
     Landlord is in default under or in breach of any of the terms, covenants or
     provisions of the Lease and Tenant to the best of its knowledge knows of no
     event which but for the passage of time or the giving of notice or both
     would constitute an event of default or breach by Tenant or Landlord under
     the Lease, (f) neither Tenant nor Landlord has commenced any action or
     given or received any notice for the purpose of terminating the Lease, (g)
     all rents, additional rents and other sums due and payable under the Lease
     have been paid in full and no rents, additional rents or other sums payable
     under the Lease have been paid for more than

                                      C-4

   119
     one (1) month in advance of the due dates thereof, (h) there are no offsets
     or defenses to the payment of the rents, additional rents, or other sums
     payable under the Lease, (i) Tenant has no option or right of first refusal
     to purchase the premises demised under the Lease or any portion thereof or
     any right or option for additional space with respect to the premises
     demised, (j) no action, whether voluntary or otherwise, is pending against
     Tenant under the bankruptcy, insolvency or similar laws of the United
     States or any state thereof, and (k) Tenant has deposited the security
     deposit set forth in the Lease with Landlord.

7.   Lender to Receive Notices. Tenant shall provide Lender with copies of all
     written notices sent to Landlord pursuant to the Lease simultaneously with
     the transmission of such notices to the Landlord. Tenant shall notify
     Lender of any default by Landlord under the Lease which would entitle
     Tenant to cancel the Lease or to an abatement of the rents, additional
     rents or other sums payable thereunder, and agrees that, notwithstanding
     any provisions of the Lease to the contrary, no notice of cancellation
     thereof or of such an abatement shall be effective unless Lender shall have
     received notice of default giving rise to such cancellation or abatement
     and shall have failed within sixty (60) days after receipt of such notice
     to cure such default, or if such default cannot be cured within sixty (60)
     days, shall have failed within sixty (60) days after receipt of such notice
     to commence and thereafter diligently pursue any action necessary to cure
     such default.

8.   Notices. All notices or other written communications hereunder shall be
     deemed to have been properly given (i) upon delivery, if delivered in
     person or by facsimile transmission with receipt acknowledged by the
     recipient thereof and confirmed by telephone by sender, (ii) one (1)
     Business Day (hereinafter defined) after having been deposited for
     overnight delivery with any reputable overnight courier service, or (iii)
     three (3) Business Days after having been deposited in any post office or
     mail depository regularly maintained by the U.S. Postal Service and sent by
     registered or certified mail, postage prepaid, return receipt requested,
     addressed as follows:

If to Tenant: ______________________
     ____________________________
     ____________________________
     Attention: _________________
     Facsimile No. ______________

to Lender:  Morgan Guaranty Trust Company of New York
     60 Wall Street
     New York, New York 10260-0060
     Attention: Mr. Jon E. Rickert, Jr./Mr. Michael Mesard
     Facsimile No. (212) 648-5138

                                      C-5
   120
               and

               JP MorganChase
               Legal Department
               270 Park Avenue
               39th Floor
               New York, New York 10017

               Attention: ----------------
               Facsimile No. -------------

          With a copy to:      Cadwalader, Wickersham & Taft
               100 Maiden Lane
               New York, New York 10038
               Attention: William P. McInerney, Esq.
               Facsimile No. (212) 504-6666

or addressed as such party may from time to time designate by written notice to
the other parties. For purposes of this Section, the term "Business Day" shall
mean a day on which commercial banks are not authorized or required by law to
close in New York, New York.

Either party by notice to the other may designate additional or different
addresses for subsequent notices or communications.

          9.   Joint and Several Liability. If Tenant consists of more than one
               person, the obligations and liabilities of each such person
               hereunder shall be joint and several. This Agreement shall be
               binding upon and inure to the benefit of Lender and Tenant and
               their respective successors and assigns.

          10.  Definitions. The term "Lender" as used herein shall include the
               successors and assigns of Lender and any person, party or entity
               which shall become the owner of the Property by reason of a
               foreclosure of the Security Instrument or the acceptance of a
               deed or assignment in lieu of foreclosure or otherwise. The term
               "Landlord" as used herein shall mean and include the present
               landlord under the Lease and such landlord's predecessors and
               successors in interest under the Lease, but shall not mean or
               include Lender. The term "Property" as used herein shall mean the
               Property, the improvements now or hereafter located thereon and
               the estates therein encumbered by the Security Instrument.

          11.  No Oral Modifications. This Agreement may not be modified in any
               manner or terminated except by an instrument in writing executed
               by the parties hereto.

          12.  Governing Law. This Agreement shall be deemed to be a contract
               entered into pursuant to the laws of the State where the Property
               is located and shall in all respects be governed, construed,
               applied and enforced in accordance with the laws of the State
               where the Property is located.

                                      C-6

   121
13.  Inapplicable Provisions. If any term, covenant or condition of this
     Agreement is held to be invalid, illegal or unenforceable in any respect,
     this Agreement shall be construed without such provision.

14.  Duplicate Originals; Counterparts. This Agreement may be executed in any
     number of duplicate originals and each duplicate original shall be deemed
     to be an original. This Agreement may be executed in several counterparts,
     each of which counterparts shall be deemed an original instrument and all
     of which together shall constitute a single Agreement. The failure of any
     party hereto to execute this Agreement, or any counterpart hereof, shall
     not relieve the other signatories from their obligations hereunder.

15.  Number and Gender. Whenever the context may require, any pronouns used
     herein shall include the corresponding masculine, feminine or neuter forms,
     and the singular form of nouns and pronouns shall include the plural and
     vice versa.

16.  Transfer of Loan. Lender may sell, transfer and deliver the Note and assign
     the Security Instrument, this Agreement and the other documents executed in
     connection therewith in the secondary mortgage market. In connection with
     such sale, Lender may retain or assign responsibility for servicing the
     loan, including the Note, the Security Instrument, this Agreement and the
     other documents executed in connection therewith, or may delegate some or
     all of such responsibility and/or obligations to a servicer including, but
     not limited to, any subservicer or master servicer. All references to
     Lender herein shall refer to and include any such servicer to the extent
     applicable.

17.  Further Acts. Tenant will, at the cost of Tenant, and without expense to
     Lender, do, execute, acknowledge and deliver all and every such further
     acts and assurances as Lender shall, from time to time, require, for the
     better assuring and confirming unto Lender the property and rights hereby
     intended now or hereafter so to be, or for carrying out the intention or
     facilitating the performance of the terms of this Agreement or for filing,
     registering or recording this Agreement, or for complying with all
     applicable laws.

18.  Limitations on Lender's Liability. Tenant acknowledges that Lender is
     obligated only to Landlord to make the Loan only upon the terms and subject
     to the conditions set forth in the Security Instrument between Lender and
     Landlord pertaining to the Loan. In no event shall Lender or any purchaser
     of the Property at foreclosure sale or any grantee of the Property named in
     a deed-in-lieu of foreclosure, nor any heir, legal representative,
     successor, or assignee of Lender or any such purchaser or grantee
     (collectively the Lender, such purchaser, grantee, heir, legal
     representative, successor or assignee, the "SUBSEQUENT LANDLORD") have

                                      C-7

   122
any personal liability for the obligations of Landlord under the Lease and
should the Subsequent Landlord succeed to the interests of the Landlord under
the Lease, Tenant shall look only to the estate and property of any such
Subsequent Landlord in the Property for the satisfaction of Tenant's remedies
for the collection of a judgment (or other judicial process) requiring the
payment of money in the event of any default by any Subsequent Landlord as
landlord under the Lease, and no other property or assets of any Subsequent
Landlord shall be subject to levy, execution or other enforcement procedure for
the satisfaction of Tenant's remedies under or with respect to the Lease;
provided, however, that the Tenant may exercise any other right or remedy
provided thereby or by law in the event of any failure by Landlord to perform
any such material obligation.

                                      C-8
   123
     IN WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as
of the date first above written.

                                             LENDER:

                                             ___________________________________
                                                a ______________________________

                                             By:

                                                Name:
                                                Title:

                                            TENANT:

                                             ___________________________________
                                                a ______________________________

                                             By:

                                                Name:
                                                Title:

The undersigned accepts and agrees to
the provisions of Section 4 hereof:

LANDLORD:

_________________________, a
______________________________________

By:
   Name:
   Title:

                                      C-9

   124
                                ACKNOWLEDGMENTS

                                (To be attached)
   125
                                   Exhibit A
                                   ---------

                           (Description of Property)
   126
                                   SCHEDULE I
                                   ----------
                                  (LITIGATION)

                                      NONE

                                    SCH. I-1

   1
                                                                Exhibit 10(v) A2

               AMENDED, RESTATED AND CONSOLIDATED PROMISSORY NOTE

$223,000,000.00                                               New York, New York
                                                                    May 31, 2001

         THIS AMENDED, RESTATED AND CONSOLIDATED PROMISSORY NOTE (as may be
modified, amended, restated or substituted this "NOTE") is made this 31st day of
May, 2001, by and between ALEXANDER'S KINGS PLAZA, LLC, a Delaware limited
liability company, ALEXANDER'S OF KINGS, LLC, a Delaware limited liability
company, and KINGS PARKING, LLC, a Delaware limited liability company, each
having its principal place of business at c/o Vornado Realty Trust, 210 Route 4
East, Paramus, New Jersey 07652 (collectively, "BORROWER"), and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, a New York banking corporation, having an address at
60 Wall Street, New York, New York 10260 (the "LENDER").

                                 R E C I T A L S

         WHEREAS, Lender is the owner and holder of certain mortgages as more
particularly described in Exhibit A attached hereto (hereinafter referred to as
the "ORIGINAL MORTGAGES") and of the notes, bonds or other obligations secured
thereby (hereinafter referred to as the "ORIGINAL NOTES");

         WHEREAS, there is now owing on the Original Notes and the Original
Mortgages the unpaid principal sum of $115,209,592.00, together with interest;

         WHEREAS, in connection with the making of a loan by Lender to Borrower,
Borrower has made that certain Mortgage Note, dated the date hereof in the
principal amount of $107,790,408.00 in favor of Lender (the "NEW NOTE"), which
New Note has an outstanding principal balance of $107,790,408.00 and is secured
by that certain Mortgage and Security Agreement, dated the date hereof given by
Borrower to Lender (the "NEW MORTGAGE");

         WHEREAS, in connection with the making of a loan to the Borrower in the
principal amount of $223,000,000.00 (the "LOAN"), Borrower has agreed to (i)
continue its obligations under the Original Notes and the New Note and has
requested that Lender consolidate the Original Notes and the New Note and amend
and restate the terms and provisions of the Original Notes and the New Note into
this Note, and (ii) continue its obligations under the Original Mortgages and
the New Mortgage and has requested that Lender spread, consolidate and modify
the Original Mortgages and the New Mortgage into that certain Amended, Restated
and Consolidated Mortgage and Security Agreement of even date herewith (the
"SECURITY INSTRUMENT").

         NOW, THEREFORE, in consideration of the premises, the agreements
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby covenant
and agree as follows, effective as of the date first above written:
   2
A. The Original Notes and the New Note are hereby combined and consolidated so
that together they shall hereafter constitute in law but one note evidenced
solely by this Note in the aggregate principal amount of Two Hundred and Twenty
Three Million and No/100 Dollars $223,000,000.00, together with interest thereon
as hereinafter provided.

B. The Original Notes and the New Note are hereby amended, restated and
consolidated in their entirety to read as follows:

                                 PROMISSORY NOTE

$223,000,000.00                                               New York, New York
                                                                    May 31, 2001

                  FOR VALUE RECEIVED, ALEXANDER'S KINGS PLAZA, LLC, a Delaware
limited liability company, ALEXANDER'S OF KINGS, LLC, a Delaware limited
liability company, and KINGS PARKING, LLC, each as maker and having its
principal place of business at c/o Vornado Realty Trust, 210 Route 4 East,
Paramus, New Jersey 07652 (collectively, "BORROWER"), hereby unconditionally
promises to pay to the order of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New
York banking corporation, as payee, having an address at 60 Wall Street, New
York, New York 10260 ("Lender"), or at such other place as the holder hereof may
from time to time designate in writing, the principal sum of Two Hundred and
Twenty Three Million and No/100 Dollars ($223,000,000.00), in lawful money of
the United States of America with interest thereon to be computed from the date
of this Note at the Applicable Interest Rate (defined below), and to be paid in
installments as follows:

                            ARTICLE 1: PAYMENT TERMS

                  (a) A payment of interest only on June 10, 2001, (b) a
constant payment of $1,601,607.36 on July 10, 2001 and on the tenth (10th) day
of each calendar month thereafter up to and including the tenth (10th) day of
May, 2011 (each, a "MONTHLY DEBT SERVICE PAYMENT"), each of such payments to be
applied (i) first, to the payment of interest computed at the Applicable
Interest Rate and (ii) second, toward the reduction of the principal sum, and
(c) an amount equal to the balance of the principal sum, all interest thereon
and all other amounts due hereunder, under the Security Instrument and the Other
Security Documents shall be due and payable on the tenth (10th) day of June,
2011 (the "MATURITY DATE"). "MONTHLY PAYMENT DATE" shall mean the tenth day of
each calendar month prior to the Maturity Date. Interest on the principal sum of
this Note shall be calculated by multiplying the actual number of days elapsed
in the applicable period by a daily rate based on a three hundred sixty (360)
day year. The first interest accrual period hereunder shall commence on and
include the date that principal is advanced hereunder and shall end on and
include the next ninth (9th) day of a calendar month; unless principal is
advanced on the ninth (9th) day of a month, in which case the first interest
accrual period shall consist only of such ninth (9th) day. Each interest accrual
period thereafter shall commence on the tenth (10th) day of each calendar month
during the term of this Note and shall end on and include the ninth (9th) day of
the next occurring calendar month.

                                      -2-
   3
                              ARTICLE 2: INTEREST

                  The term "APPLICABLE INTEREST RATE" as used in the Security
Instrument (hereinafter defined) and this Note shall mean an interest rate equal
to seven and four hundred sixty-two thousandths percent (7.462%) per annum.

                      ARTICLE 3: DEFAULT AND ACCELERATION

                  (a) The whole of the principal sum of this Note, (b) interest,
default interest, late charges and other sums, as provided in this Note, the
Security Instrument or the Other Security Documents (defined below), (c) all
other monies agreed or provided to be paid by Borrower in this Note, the
Security Instrument (defined below) or the Other Security Documents, (d) all
sums advanced pursuant to the Security Instrument to protect and preserve the
Property (defined below) and the lien and the security interest created thereby,
and (e) all sums advanced and costs and expenses incurred by Lender in
connection with the Debt (defined below) or any part thereof, any renewal,
extension, or change of or substitution for the Debt or any part thereof, or the
acquisition or perfection of the security therefor, whether made or incurred at
the request of Borrower or Lender (all the sums referred to in (a) through (e)
above shall collectively be referred to as the "DEBT") shall without notice
become immediately due and payable at the option of Lender if an Event of
Default (as defined in the Security Instrument) has occurred.

                           ARTICLE 4: DEFAULT INTEREST

                  Borrower does hereby agree that upon the occurrence of an
Event of Default, Lender shall be entitled to receive and Borrower shall pay
interest on the entire unpaid principal sum at a rate equal per annum to the
lesser of (a) four percent (4%) plus the Applicable Interest Rate and (b) the
maximum interest rate which Borrower may by law pay (the "DEFAULT RATE"). The
Default Rate shall be computed from the occurrence of the Event of Default until
the earlier of the date upon which the Event of Default is cured or the date
upon which the Debt is paid in full. Interest calculated at the Default Rate
shall be added to the Debt, and shall be deemed secured by the Security
Instrument. This clause, however, shall not be construed as an agreement or
privilege to extend the date of the payment of the Debt, nor as a waiver of any
other right or remedy accruing to Lender by reason of the occurrence of any
Event of Default.

                        ARTICLE 5: REPAYMENT; DEFEASANCE

                  (a) The principal balance of this Note may not be prepaid in
whole or in part prior to the Maturity Date except as expressly permitted
pursuant to Section 5(l) hereof.

                  (b) Subject to compliance with and satisfaction of the terms
and conditions of this Article 5, Borrower may elect, after the Lockout Period
Expiration Date (defined below), to either (i) defease all of the outstanding
principal balance of this Note (a "COMPLETE DEFEASANCE"), or (ii) defease a
portion of this Note (a "PARKING DEFEASANCE"; together with a Complete
Defeasance hereinafter, a "DEFEASANCE") in an amount equal to the Parking
Release Amount (defined below). If Borrower has elected a Complete Defeasance,
Borrower shall be

                                      -3-
   4
entitled to a release (a "COMPLETE RELEASE") of the Property from the lien of
the Security Instrument and a return of all escrows held by or on behalf of
Lender with respect to the Loan upon delivery to Lender as security for the
payment of all interest and principal due and to become due pursuant to this
Note throughout the term hereof (including the immediately succeeding Monthly
Payment Date and assuming this Note is paid in full three (3) months prior to
the Maturity Date) Defeasance Collateral (defined below) sufficient to generate
the Scheduled Defeasance Payments (defined below). If the Borrower has elected a
Parking Defeasance, Borrower shall be entitled to a partial release (the
"PARKING RELEASE") of the Parking Land (as defined in the Security Instrument)
from the lien of the Security Instrument (a "PARKING RELEASE"; together with a
Complete Release, a "RELEASE") upon delivery to Lender as security for the
payment of all interest and principal due and to become due pursuant to the
Parking Note (defined below) throughout the term thereof (including the
immediately succeeding Monthly Payment Date and assuming the Parking Note is
paid in full three months prior to the Maturity Date) Defeasance Collateral
sufficient to generate the Scheduled Defeasance Payments. "LOCKOUT PERIOD
EXPIRATION DATE" shall mean the earlier to occur of (i) June 10, 2004, or (ii)
the second anniversary of the "startup day" within the meaning of Section
860G(a)(9) of the IRS Code (defined below) of a REMIC Trust (defined below).
"PARKING RELEASE AMOUNT" shall mean an amount equal to Nine Million One Hundred
Seventy-Nine Thousand and No/100 Dollars ($9,179,000.00).

                  (c) As a condition precedent to a Defeasance, and prior to any
Release, Borrower shall have complied with all of the following:

                           (i) Borrower shall provide not less than thirty (30)
days prior written notice to Lender of the Monthly Payment Date upon which it
intends to effect a Defeasance hereunder (the "DEFEASANCE DATE"), which notice
shall state whether such Defeasance is for a Complete Defeasance or a Parking
Defeasance;

                           (ii) All accrued and unpaid interest and all other
sums due and payable under this Note, the Security Instrument and the Other
Security Documents up to the Defeasance Date shall be paid in full on or prior
to the Defeasance Date;

                           (iii) This Note or the Parking Note, as applicable,
shall thereafter be secured by the Defeasance Collateral delivered in connection
with the Defeasance. After a Complete Defeasance of this Note or a Parking
Defeasance, this Note or the Parking Note, as applicable, shall not be prepaid
in whole or in part or be the subject of any further Defeasance. In the event of
a Parking Defeasance, Borrower shall prepare all necessary documents to modify,
amend and restate this Note in the reduced amount and issue a substitute note
for a portion of the outstanding principal balance of this Note in an amount
equal to Parking Release Amount (the "PARKING NOTE"). The Parking Note shall
otherwise have terms identical to this Note other than as may be necessary to
reflect the Parking Defeasance. In connection with any such Parking Defeasance,
the Monthly Debt Service Payment Amount due under this Note (as amended) and
under the Parking Note shall be recomputed at the Applicable Interest Rate and
the outstanding principal balance of this Note, and the Parking Note, as
applicable, remaining following such Parking Defeasance, based upon an
amortization schedule of twenty-seven (27) years less the

                                      -4-
   5
period (a) from the first day of the calendar month following the date of the
advance of the proceeds hereunder to the date of such Parking Defeasance, or (b)
if the date of the advance hereunder is the tenth day of a calendar month, from
date of the advance of the proceeds hereunder to the date of such Parking
Defeasance.

                           (iv) Borrower shall execute and deliver to Lender any
and all certificates, opinions, documents or instruments that may be required by
a prudent lender in connection with the Defeasance and Release, including,
without limitation, a pledge and security agreement satisfactory to a prudent
lender creating a first priority lien on the Defeasance Collateral (a
"DEFEASANCE SECURITY AGREEMENT");

                           (v) Borrower shall have delivered to Lender an
opinion of Borrower's counsel in form and substance that would be satisfactory
to a prudent lender stating (A) that the Defeasance Collateral and the proceeds
thereof have been duly and validly assigned and delivered to Lender and that
Lender has a valid, perfected, first priority lien and security interest in the
Defeasance Collateral delivered by Borrower and the proceeds thereof, and (B)
that if the holder of this Note or the Parking Note shall at the time of the
Release be a REMIC (defined below), (1) the Defeasance Collateral has been
validly assigned to the REMIC Trust which holds this Note (the "REMIC TRUST"),
(2) the Defeasance has been effected in accordance with the requirements of
Treasury Regulation 1.860(g)-2(a)(8) (as such regulation may be amended or
substituted from time to time) and will not be treated as an exchange pursuant
to Section 1001 of the IRS Code and (3) the tax qualification and status of the
REMIC Trust as a REMIC will not be adversely affected or impaired as a result of
the Defeasance. The term "REMIC" shall mean a "real estate mortgage investment
conduit" within the meaning of Section 860D of the IRS Code. "IRS CODE" shall
mean the United States Internal Revenue Code of 1986, as amended, and the
related Treasury Department regulations, including temporary regulations;

                           (vi) Borrower shall have delivered to Lender in
connection with a Complete Defeasance only written confirmation from the Rating
Agencies (defined in the Security Instrument) that such Defeasance will not
result in a withdrawal, downgrade or qualification of the then current ratings
by the applicable Rating Agencies of the Securities (defined in the Security
Instrument). If required by the Rating Agencies or Lender, Borrower shall, at
Borrower's expense, also deliver or cause to be delivered a non-consolidation
opinion with respect to the Defeasance Obligor (as defined below) in form and
substance satisfactory to Lender and the Rating Agencies;

                           (vii) Borrower shall have delivered to Lender a
certificate that would be satisfactory to a prudent lender given by Borrower's
independent certified public accountant (which accountant shall be satisfactory
to Lender) certifying that the Defeasance Collateral shall generate monthly
amounts equal to or greater than the Scheduled Defeasance Payments; and

                           (viii) With respect to a Parking Defeasance, the
following additional provisions and conditions shall apply:

                                      -5-
   6
                           (A)      At the time Borrower requests such Parking
                                    Release and at the time such Parking Release
                                    is granted, no Event of Default has occurred
                                    and is continuing;

                           (B)      Borrower shall submit to Lender, not less
                                    than fifteen (15) days prior to the date of
                                    such release, a release of such Parking Land
                                    from the lien of the Security Instrument for
                                    execution by Lender. Such release shall be
                                    in a form appropriate in the jurisdiction in
                                    which the Parking Land is located and
                                    contain standard provisions protecting the
                                    rights of the releasing lender. In addition,
                                    Borrower shall provide all other
                                    documentation Lender reasonably requires to
                                    be delivered by Borrower in connection with
                                    such Release, together with an officer's
                                    certificate certifying that such
                                    documentation (i) is in compliance with
                                    applicable law, (ii) will effect such
                                    release in accordance with the terms of this
                                    Note and the Security Instrument, and (iii)
                                    will not impair or otherwise adversely
                                    affect the remaining real property or other
                                    collateral covered by the Security
                                    Instrument or the liens, security interests
                                    and other rights of Lender under this Note
                                    and the Security Instrument or any Lease (as
                                    defined in the Security Instrument); and

                           (C)      All requirements under all laws, statutes,
                                    rules and regulations applicable to the
                                    Parking Land necessary to accomplish the
                                    release shall have been fulfilled, and
                                    evidence thereof has been delivered to the
                                    Lender.

                  (d) In connection with any Defeasance hereunder, Borrower
shall (unless otherwise agreed to in writing by Lender), at Borrower's expense,
establish or designate a successor entity, which shall be a single purpose,
bankruptcy remote entity acceptable to a prudent lender, as such entity is
described in Section 4.3 of the Security Instrument (the "DEFEASANCE OBLIGOR")
and Borrower shall transfer and assign all obligations, rights and duties under
and to this Note or the Parking Note, as applicable, together with the pledged
Defeasance Collateral to such Defeasance Obligor. Such Defeasance Obligor shall
assume the obligations under this Note or the Parking Note, as applicable, and
any Defeasance Security Agreement, and Borrower shall be relieved of its
obligations under such documents except with respect to any provisions of this
Note, the Security Instrument or the Other Security Documents which by their
terms expressly survive payment of the Debt in full.

                  (e) Each of the obligations of the United States of America or
other government securities that are part of the Defeasance Collateral shall be
duly endorsed by the holder thereof as directed by Lender or accompanied by a
written instrument of transfer in form and substance that would be satisfactory
to a prudent lender (including, without limitation, such instruments as may be
required by the depository institution holding such securities or by the issuer
thereof, as the case may be, to effectuate book-entry transfers and pledges
through the

                                      -6-
   7
book-entry facilities of such institution) in order to perfect upon the delivery
of the Defeasance Collateral a first priority security interest therein in favor
of the Lender in conformity with all applicable state and federal laws governing
the granting of such security interests. Borrower shall authorize and direct
that the payments received from such obligations shall be made directly to
Lender or Lender's designee and applied to satisfy the obligations of Borrower
or, if applicable, the Defeasance Obligor, under this Note.

                  (f) The Defeasance Collateral shall generate payments on or
prior to, but as close as possible to, the Business Day prior to each successive
Monthly Payment Date after the date of the Defeasance upon which payments are
required under this Note, in the case of a Complete Defeasance, or the Parking
Note, in the case of a Parking Defeasance, and in amounts equal to or greater
than the payments due on such dates (including, without limitation scheduled
payments of principal, interest, and any other regularly scheduled amounts)
together with the outstanding principal amount of this Note or the Parking Note,
as applicable, which would be outstanding on the Monthly Payment Date that is
three (3) months prior to the Maturity Date (the "SCHEDULED DEFEASANCE
PAYMENTS"). Provided no Event of Default has occurred and is continuing, any
portion of such monthly amounts generated by the Defeasance Collateral in excess
of the Scheduled Defeasance Payments shall be remitted to Borrower.

                  (g) Notwithstanding any release of the Security Instrument
granted pursuant to this Article 5 or any Defeasance hereunder, the Defeasance
Obligor shall, and hereby agrees to be bound by and obligated under Sections
3.1, 7.2, 7.4(a) (excluding items (ix) through (xii) inclusive and those
portions of xiii that relate to the Property), 11.2, and Articles 13 and 15 of
the Security Instrument; provided, however, that all references therein to
"Property" or "Personal Property" shall be deemed to refer only to the
Defeasance Collateral delivered to Lender.

                  (h) Any costs or expenses incurred or to be incurred in
connection with the Defeasance and any revenue, documentary stamp or intangible
taxes or any other tax or charge due in connection with the transfer of this
Note, or otherwise required to accomplish the Defeasance shall be paid by
Borrower simultaneously with the occurrence of any Defeasance.

                  (i) The term "DEFEASANCE COLLATERAL" as used herein shall mean
non-callable and non-redeemable securities evidencing an obligation to timely
pay principal and interest in a full and timely manner that are (a) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged, or (b) to the extent acceptable to the Rating
Agencies, other "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended.

                  (j) Upon Borrower's compliance with all of the conditions to
Defeasance and a Release set forth in Article 5(b) through (i), Lender shall
release the Property or the Parking Land, as applicable, from the lien of the
Security Instrument and the Other Security Documents (or, at Borrower's request,
assign such Security Instrument, or portion thereof in the case of a Parking
Release, in a accordance with section 22.8 of the Security Instrument), and, in
the case of a Parking Release, Lender shall also release King Parking LLC from
and after the date of the Parking Release from its obligations under this Note,
the Security Instrument and the Other

                                      -7-
   8
Security Documents, other than those obligations which are expressly intended to
survive any satisfaction of the Debt. All costs and expenses of Lender incurred
in connection with the Defeasance and Release, including, without limitation,
Lenders' counsels' fees and expenses and any fees and expenses of the Rating
Agencies, shall be paid by Borrower simultaneously with the delivery of the
Release documentation.

                  (k) If a Default Prepayment (defined below) occurs, Borrower
shall pay to Lender the entire Debt, including, without limitation, an amount
(the "DEFAULT CONSIDERATION") equal to the greater of (i) the amount (if any)
which, when added to the outstanding principal amount of the Note will be
sufficient to purchase Defeasance Collateral providing the required Scheduled
Defeasance Payments assuming Defeasance would be permitted hereunder, or (ii)
three percent (3%) of the Default Prepayment. For purposes of this Note, the
term "DEFAULT PREPAYMENT" shall mean a prepayment of the principal amount of
this Note made after the acceleration of the Maturity Date under any
circumstances, including, without limitation, a prepayment occurring after an
Event of Default or in connection with reinstatement of the Security Instrument
provided by statute under foreclosure proceedings or exercise of a power of
sale, any statutory right of redemption exercised by Borrower or any other party
having a statutory right to redeem or prevent foreclosure, any sale in
foreclosure or under exercise of a power of sale or otherwise.

                  (l) Notwithstanding anything to the contrary herein, (i) upon
not less than fifteen (15) but not more than forty-five (45) days prior written
notice Borrower may prepay the principal balance of this Note in whole during
the three (3) months prior to the Maturity Date and no prepayment consideration
shall be due and payable in connection therewith, but Borrower shall be required
to pay all other sums due hereunder together with all interest which would have
accrued on the principal balance of this Note after the date of prepayment to
the next Monthly Payment Date (the "INTEREST SHORTFALL PAYMENT"), if such
prepayment occurs on a date which is not a Monthly Payment Date; and (ii) if a
complete or partial prepayment results from the application of insurance
proceeds or condemnation awards pursuant to Sections 3.3, 3.6 or 4.4 of the
Security Instrument (an "INVOLUNTARY PREPAYMENT"), no prepayment consideration
or Default Consideration shall be due in connection therewith, but Borrower
shall be required to pay all other sums due hereunder, including, without
limitation, the Interest Shortfall Payment, if applicable. Upon an Involuntary
Prepayment, the Monthly Debt Service Payment Amount shall be recomputed at the
Applicable Interest Rate and the outstanding principal balance of this Note
remaining following such prepayment, based upon an amortization schedule of
twenty-seven (27) years less the period (A) from the first day of the calendar
month following the date of the advance of the proceeds hereunder to the date of
such prepayment, or (B) if the date of the advance hereunder is the tenth day of
a calendar month, from date of the advance of the proceeds hereunder to the date
of such prepayment.

                              ARTICLE 6: SECURITY

                  This Note is secured by the Security Instrument and the Other
Security Documents. The Security Instrument covers the fee and leasehold estate
of Borrower in certain premises located in Kings County, State of New York, and
other property, as more particularly described therein (collectively, the
"PROPERTY") and intended to be duly recorded in said County.

                                      -8-
   9
The term "OTHER SECURITY DOCUMENTS" as used in this Note shall mean all and any
of the documents, other than this Note and the Security Instrument, now or
hereafter executed by Borrower in favor of Lender, which wholly or partially
secure or guarantee payment of this Note or which were executed and/or delivered
in connection with the origination of the Loan. Whenever used, the singular
number shall include the plural, the plural number shall include the singular,
and the words "Lender" and "Borrower" shall include their respective successors,
assigns, heirs, executors and administrators.

                  All of the terms, covenants and conditions contained in the
Security Instrument and the Other Security Documents are hereby made part of
this Note to the same extent and with the same force as if they were fully set
forth herein.

                           ARTICLE 7: SAVINGS CLAUSE

                  This Note is subject to the express condition that at no time
shall Borrower be obligated or required to pay interest on the principal balance
due hereunder at a rate which could subject Lender to either civil or criminal
liability as a result of being in excess of the maximum interest rate which
Borrower is permitted by applicable law to contract or agree to pay. If by the
terms of this Note, Borrower is at any time required or obligated to pay
interest on the principal balance due hereunder at a rate in excess of such
maximum rate, the Applicable Interest Rate or the Default Rate, as the case may
be, shall be deemed to be immediately reduced to such maximum rate and all
previous payments in excess of the maximum rate shall be deemed to have been
payments in reduction of principal and not on account of the interest due
hereunder. All sums paid or agreed to be paid to Lender for the use,
forbearance, or detention of the Debt, shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of the Note until payment in full so that the rate or amount of
interest on account of the Debt does not exceed the maximum lawful rate of
interest from time to time in effect and applicable to the Debt for so long as
the Debt is outstanding.

                             ARTICLE 8: LATE CHARGE

                  If an Event of Default occurs with respect to a monetary
obligation payable under this Note, Borrower shall pay to Lender upon demand an
amount equal to the lesser of five percent (5%) of the unpaid sum or the maximum
amount permitted by applicable law to defray the expenses incurred by Lender in
handling and processing the delinquent payment and to compensate Lender for the
loss of the use of the delinquent payment and the amount shall be secured by the
Security Instrument and the Other Security Documents, but without duplication of
the amounts paid pursuant to Article 4 in respect of such payment.

                           ARTICLE 9: NO ORAL CHANGE

                  This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the
part of Borrower or Lender, but only by an agreement in writing signed by the
party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.

                                      -9-
   10
                    ARTICLE 10: JOINT AND SEVERAL LIABILITY

                  If Borrower consists of more than one person or party, the
obligations and liabilities of each person or party shall be joint and several.

                              ARTICLE 11: WAIVERS

                  Except as otherwise provided in this Note, the Security
Instrument or the Other Security Documents, Borrower and all others who may
become liable for the payment of all or any part of the Debt do hereby severally
waive presentment and demand for payment, notice of dishonor, protest and notice
of protest and non-payment and all other notices of any kind. Except in
connection with a Defeasance, no release of any security for the Debt or
extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of this Note, the Security
Instrument or the Other Security Documents made by agreement between Lender or
any other person or party shall release, modify, amend, waive, extend, change,
discharge, terminate or affect the liability of Borrower, and any other person
or entity who may become liable for the payment of all or any part of the Debt,
under this Note, the Security Instrument or the Other Security Documents. No
notice to or demand on Borrower shall be deemed to be a waiver of the obligation
of Borrower or of the right of Lender to take further action without further
notice or demand as provided for in this Note, the Security Instrument or the
Other Security Documents. If Borrower is a partnership, the agreements contained
herein shall remain in full force and effect, notwithstanding any changes in the
individuals or entities comprising the partnership, and the term "Borrower," as
used herein, shall include any alternate or successor partnership, but any
predecessor partnership and its partners shall not thereby be released from any
liability. If Borrower is a corporation, the agreements contained herein shall
remain in full force and effect notwithstanding any changes in the shareholders
comprising, or the officers and directors relating to, the corporation, and the
term "Borrower" as used herein, shall include any alternate or successor
corporation, but any predecessor corporation shall not be relieved of liability
hereunder. If Borrower is a limited liability company, the agreements herein
contained shall remain in full force and effect, notwithstanding any changes in
the individuals or entities comprising the limited liability company and the
term "Borrower," as used herein, shall include any alternate or successor
limited liability company, but any predecessor limited liability company and its
members shall not be released from any liability. (Nothing in the foregoing
sentence shall be construed as a consent to, or a waiver of, any prohibition or
restriction on transfers of interests in such partnership, corporation or
limited liability company which may be set forth in the Security Instrument or
any Other Security Document.)

                              ARTICLE 12: TRANSFER

                  Upon the transfer of this Note, Borrower hereby waiving notice
of any such transfer, Lender may deliver all the collateral mortgaged, granted,
pledged or assigned pursuant to the Security Instrument and the Other Security
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights herein or under applicable law given to Lender with
respect thereto, and Lender shall thereafter forever be relieved and fully

                                      -10-
   11
discharged from any liability or responsibility in the matter; but Lender shall
retain all rights hereby given to it with respect to any liabilities and the
collateral not so transferred.

                      ARTICLE 13: WAIVER OF TRIAL BY JURY

                  BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE
LOAN EVIDENCED BY THIS NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THIS
NOTE, THIS NOTE, THE SECURITY INSTRUMENT OR THE OTHER SECURITY DOCUMENTS OR ANY
ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN
CONNECTION THEREWITH.

                            ARTICLE 14: EXCULPATION

                  (a) Except as otherwise provided herein, in the Security
Instrument or in the Other Security Documents, Lender shall not enforce the
liability and obligation of Borrower to perform and observe the obligations
contained in this Note, the Security Instrument or the Other Security Documents
by any action or proceeding wherein a money judgment shall be sought against
Borrower, except that Lender may bring a foreclosure action, action for specific
performance or other appropriate action or proceeding to enable Lender to
enforce and realize upon this Note, the Security Instrument, the Other Security
Documents, and the interest in the Property, the Rents (as defined in the
Security Instrument) and any other collateral given to Lender created by this
Note, the Security Instrument and the Other Security Documents; provided,
however, that any judgment in any such action or proceeding shall be enforceable
against Borrower only to the extent of Borrower's interest in the Property, in
the Rents and in any other collateral given to Lender. Lender, by accepting this
Note and the Security Instrument, agrees that it shall not, except as otherwise
provided in this Article 14, sue for, seek or demand any deficiency judgment
against Borrower in any such action or proceeding, under or by reason of or
under or in connection with this Note, the Other Security Documents or the
Security Instrument. The provisions of this Section shall not, however, (i)
constitute a waiver, release or impairment of any obligation evidenced or
secured by this Note, the Other Security Documents or the Security Instrument;
(ii) impair the right of Lender to name Borrower as a party defendant in any
action or suit for judicial foreclosure and sale under the Security Instrument;
(iii) affect the validity or enforceability of the Environmental Indemnity (as
defined in the Security Instrument), or any guaranty executed in connection with
this Note, the Security Instrument, or the Other Security Documents; (iv) impair
the right of Lender to obtain the appointment of a receiver; (v) impair the
enforcement of the Assignment of Leases and Rents executed in connection
herewith; or (vi) impair the right of Lender to obtain a deficiency judgment or
other judgment on the Note against Borrower if necessary to obtain any insurance
proceeds or condemnation awards to which Lender would otherwise be entitled
under the Security Instrument; provided, however, Lender shall only enforce such
judgment to the extent of such insurance proceeds and/or condemnation awards.

                                      -11-
   12
                  (b) Notwithstanding the provisions of this Article 14 to the
contrary, Borrower shall be personally liable to Lender for the Losses (as
defined in the Security Instrument) it incurs due to: (i) fraud or intentional
misrepresentation by Borrower, Indemnitor (as defined in the Security
Instrument), Guarantor (as defined in the Security Instrument) or Vornado Realty
Trust in connection with the execution and the delivery of this Note, the
Security Instrument or the Other Security Documents; (ii) Borrower's
misapplication or misappropriation of Rents received by Borrower after the
occurrence of an Event of Default; (iii) Borrower's misapplication or
misappropriation of tenant security deposits (including any such deposits,
escrows or reserves deposited by tenants for tenant improvement work) or Rents
collected in advance; (iv) the misapplication or the misappropriation of
insurance proceeds or condemnation awards or the failure to refund any tax
rebates due to any tenant no longer in occupancy at the Property; (v) to the
extent of Rents from the Property, Borrower's failure to pay Taxes (as defined
in the Security Instrument), Other Charges (as defined in the Security
Instrument) (except to the extent that sums sufficient to pay such amounts have
been deposited in escrow with Lender pursuant to the terms of the Security
Instrument), charges for labor or materials or other charges, that can create
prior liens on the Property; (vi) any act of physical waste or arson by
Borrower, any principal, affiliate, member or general partner thereof or by any
Indemnitor or Guarantor; (vii) Borrower's failure to comply with the provisions
of Sections 4.2, 12.1 and 12.2 and Article 8 (other than a violation of Article
8 set forth in subsection (c) below) of the Security Instrument; (viii)
Borrower's failure to comply with the provisions of Section 4.3 (other than
Section 4.3(h)); (ix) Borrower's amendment or modification to the Ground Lease
(as defined in the Security Instrument) without the prior written consent of
Lender; and (x) Borrower's amendment or modification to that certain Amended and
Restated Construction Operation and Reciprocal Easement Agreement dated as of
June 18, 1998 by and among Macy's Kings Plaza Real Estate, Inc. ("MACY'S"),
Alexander's Kings Plaza Center, Inc. ("AKPC") and Alexander's Department Stores
of Brooklyn, Inc. ("ADSB") and/or Supplemental Agreement dated June 18, 1998 by
and among Macy's, AKPC and ADSB without the prior written consent of Lender.

                  (c) Notwithstanding the foregoing, (i) the agreement of Lender
not to pursue recourse liability as set forth in Subsection (a) above SHALL
BECOME NULL AND VOID and shall be of no further force and effect in the event of
Borrower's default under Article 8 of the Security Instrument caused by a
Transfer of the Property in violation of such article or the placement of a
voluntary mortgage lien against the Property, and (ii) the Debt shall be fully
recourse to Borrower in the event that (A) Borrower files a voluntary petition
under the Title 11 of the United States Bankruptcy Code (as amended, the
"BANKRUPTCY CODE") or any other Federal or state bankruptcy or insolvency law;
or (B) Guarantor or any other affiliate of Borrower which controls Borrower
files, or joins in the filing of, an involuntary petition against Borrower under
the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law,
or solicits or causes to be solicited petitioning creditors for any involuntary
petition against Borrower or from any Person, or (C) Borrower files an answer
consenting to or joining in any involuntary petition filed against it, by any
other Person under the Bankruptcy Code or any other Federal or state bankruptcy
or insolvency law, or solicits or causes to be solicited petitioning creditors
for any involuntary petition from any Person; or (D) any affiliate which
controls Borrower consents to or joins in an application for the appointment of
a custodian, receiver, trustee, or examiner for Borrower or any real property
portion of the Property; or (E) Borrower makes an assignment for the benefit of
creditors.

                                      -12-
   13
                  (d) Nothing herein shall be deemed to be a waiver of any right
which Lender may have under Section 506(a), 506(b), 1111(b) or any other
provision of the U.S. Bankruptcy Code to file a claim for the full amount of the
indebtedness secured by the Security Instrument or to require that all
collateral shall continue to secure all of the indebtedness owing to Lender in
accordance with this Note, the Security Instrument and the Other Security
Documents.

                              ARTICLE 15: AUTHORITY

                  Borrower represents that Borrower has full power, authority
and legal right to execute and deliver this Note, the Security Instrument and
the Other Security Documents and that this Note, the Security Instrument and the
Other Security Documents constitute valid and binding obligations of Borrower.

                           ARTICLE 16: APPLICABLE LAW

                  This Note shall be deemed to be a contract entered into
pursuant to the laws of the State of New York and shall in all respects be
governed, construed, applied and enforced in accordance with the laws of the
State of New York.

                         ARTICLE 17: SERVICE OF PROCESS

                  (a) (i) Borrower will maintain a place of business or an agent
for service of process in New York, New York and give prompt notice to Lender of
the address of such place of business and of the name and address of any new
agent appointed by it, as appropriate. Borrower further agrees that the failure
of its agent for service of process to give it notice of any service of process
will not impair or affect the validity of such service or of any judgment based
thereon. If, despite the foregoing, there is for any reason no agent for service
of process of Borrower available to be served, and if it at that time has no
place of business in New York, New York, then Borrower irrevocably consents to
service of process by registered or certified mail, postage prepaid, to it at
its address given in or pursuant to the first paragraph hereof.

                      (ii) Borrower initially and irrevocably designates its
Chief Financial Officer with offices on the date hereof at c/o Vornado Realty
Trust, 210 Route 4 East, Paramus, New Jersey 07652 to receive for and on behalf
of Borrower service of process in New York, New York with respect to this Note;
provided that a copy will be simultaneously provided to Vornado Realty Trust,
210 Route 4 East, Paramus, New Jersey 07652, Attention: Vice President for Real
Estate.

                  (b) With respect to any claim or action arising hereunder or
under the Security Instrument or the Other Security Documents, Borrower (i)
irrevocably submits to the nonexclusive jurisdiction of the courts of the State
of New York and the United States District Court located in the Borough of
Manhattan in New York, New York, and appellate courts from any thereof, and (ii)
irrevocably waives any objection which it may have at any time to the laying on
venue of any suit, action or proceeding arising out of or relating to this Note
brought in any such court, irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum.

                                      -13-
   14
                  (c) Nothing in this Note will be deemed to preclude Lender
from bringing an action or proceeding with respect hereto in any other
jurisdiction.

                            ARTICLE 18: COUNSEL FEES

                  In the event that it should become necessary to employ counsel
to collect the Debt or to protect or foreclose the security therefor, Borrower
also agrees to pay all reasonable fees and expenses of Lender, including,
without limitation, reasonable attorney's fees for the services of such counsel
whether or not suit be brought.

                              ARTICLE 19: NOTICES

                  All notices or other written communications hereunder shall be
deemed to have been properly given (i) upon delivery, if delivered in person or
by facsimile transmission with receipt acknowledged by the recipient thereof and
confirmed by telephone by sender, (ii) one (1) Business Day after having been
deposited for overnight delivery with any reputable overnight courier service,
or (iii) three (3) Business Days after having been deposited in any post office
or mail depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:

If to Borrower:            ALEXANDER'S KINGS PLAZA, LLC
                           ALEXANDER'S OF KINGS, LLC and
                           KINGS PARKING, LLC
                           c/o Vornado Realty Trust
                           210 Route 4 East
                           Paramus, New Jersey 07652
                           Attention:  Chief Financial Officer
                           Facsimile No.:  (201) 708-6210

With a copy to:            Winston & Strawn
                           200 Park Avenue
                           New York, New York 10166
                           Attention:  Peter J. Korda, Esq.
                           Facsimile No.:  (212) 294-4700

                                         and

                           Vornado Realty Trust
                           210 Route 4 East
                           Paramus, New Jersey 07652
                           Attention:  Vice President for Real Estate
                           Facsimile No.:  (201) 708-6207

                                      -14-
   15
If to Lender:              Morgan Guaranty Trust Company of New York
                           Commercial Mortgage Finance Group
                           60 Wall Street
                           New York, New York 10260
                           Attention:  Nancy Alto
                           Facsimile No.:  (212) 648-5274

                                         and

                           Morgan Guaranty Trust Company of New York
                           Legal Department
                           270 Park Avenue, 39th Floor
                           New York, New York 10017
                           Attention:  Ronald A. Wilcox, Esq.
                           Facsimile No.:  (212) 270-2934

With a copy to:            Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, New York 10038
                           Attention:  William P. McInerney, Esq.
                           Facsimile No.:  (212) 504-6666

or addressed as such party may from time to time designate by written notice to
the other parties.

                  Either party by notice to the other may designate additional
or different addresses for subsequent notices or communications.

                  "BUSINESS DAY" shall mean a day upon which commercial banks
are not authorized or required by law to close in New York, New York.

                           ARTICLE 20: MISCELLANEOUS

                  (a) Wherever pursuant to this Note (i) Lender exercises any
right given to it to approve or disapprove, (ii) any arrangement or term is to
be satisfactory to Lender, or (iii) any other decision or determination is to be
made by Lender, the decision of Lender to approve or disapprove, all decisions
that arrangements or terms are satisfactory or not satisfactory and all other
decisions and determinations made by Lender, shall be in the sole and absolute
discretion of Lender and shall be final and conclusive, except as may be
otherwise expressly and specifically provided herein.

                  (b) Wherever pursuant to this Note it is provided that
Borrower pay any costs and expenses, such costs and expenses shall include, but
not be limited to, all reasonable legal fees and disbursements of Lender.

                            ARTICLE 21: DEFINITIONS

                  The terms set forth below are defined in the following
Sections of this Note:

                                      -15-
   16
(a)      ADSP:  14(b);

(b)      AKPC:  14(b);

(c)      Applicable Interest Rate:  Article 2;

(d)      Bankruptcy Code:  14(c);

(e)      Borrower:  Preamble, Articles 6 and 11;

(f)      Business Day:  Article 19;

(g)      Complete Defeasance:  Article 5(b);

(h)      Complete Release:  Article 5(b);

(i)      Debt:  Article 3;

(j)      Default Consideration:  Article 5(k);

(k)      Default Prepayment:  Article 5(k);

(l)      Default Rate:  Article 4;

(m)      Defeasance:  Article 5(b);

(n)      Defeasance Collateral:  Article 5;

(o)      Defeasance Date:  Article 5(c)(i);

(p)      Defeasance Obligor:  Article 5(d);

(q)      Defeasance Security Agreement:  Article 5(c)(iv);

(r)      Interest Shortfall Payment:  Article 5(l);

(s)      Involuntary Prepayment:  Article 5(l);

(t)      IRS Code:  5(c)(v);

(u)      Lender:  Preamble;

(v)      Loan:  Recitals;

(w)      Lockout Period Expiration Date:  Article 5(b);

(x)      Macy's:  14(b)

(y)      Maturity Date:  Article 1;

                                      -16-
   17
(z)      Monthly Debt Service Payment:  Article 1;

(aa)     Monthly Payment Date:  Article 1;

(bb)     New Mortgage: Recitals;

(cc)     New Note:  Recitals;

(dd)     Note:  Preamble;

(ee)     Original Mortgages:  Recitals;

(ff)     Original Notes:  Recitals;

(gg)     Other Security Documents:  Article 6;

(hh)     Parking Defeasance:  Article 5(b)

(ii)     Parking Note:  5(c)(iii)

(jj)     Parking Release:  Article 5(b)

(kk)     Parking Release Amount:  Article 5(b)

(ll)     Property:  Article 6;

(mm)     Release:  Article 5(b);

(nn)     REMIC:  5(c)(v)

(oo)     REMIC Trust:  Article 5(c)(v);

(pp)     Scheduled Defeasance Payments:  Article 5(f); and

(qq)     Security Instrument:  Recitals.

C. Borrower hereby renews and extends its covenant and agreement to pay the
indebtedness evidenced by the Original Notes and the New Note, as amended,
restated, and consolidated pursuant to this Note, and Borrower hereby renews and
extends its covenant and agreement to perform, comply with and be bound by each
and every term and provision of the Original Notes and the New Note, as amended
and restated by the terms of this Note.

D. Borrower confirms and agrees that this Note, is, and shall continue to be,
secured by the Security Instrument and by any other mortgages executed by
Borrower or its predecessor-in-interest to secure the Original Notes and the New
Note, as the same have been modified by the Security Instrument. All of the
provisions of the Security Instrument, this Note and the Other Security
Documents and any other mortgage now or heretofore executed by Borrower as
heretofore or contemporaneously herewith amended, restated and consolidated are
hereby ratified and affirmed in all respects. Without in any way limiting the
generality of the foregoing,

                                      -17-
   18
Lender has, and shall continue to enjoy, all of the rights and remedies provided
for in the Security Instrument, this Note and the Other Security Documents as
heretofore or contemporaneously herewith amended, restated and consolidated.

E. This Note is secured by the Security Instrument and the Other Security
Documents and in no way acts as a release or relinquishment of the liens created
by the Security Instrument or the Other Security Documents. The Security
Instrument liens and all liens securing payment of this Note are hereby
modified, extended, renewed, carried forward in the amount of $223,000,000.00
and confirmed by Borrower in all respects and shall remain in full force and
effect until the amount of this Note then payable in accordance with the terms
hereof, all accrued but unpaid interest, and all extensions, renewals and
rearrangements thereof and all sums secured by this Note, the Security
Instrument and the Other Security Documents shall be fully and finally paid.

F. The parties hereto confirm that (i) the outstanding principal balance of
Original Notes remaining unpaid as of the date hereof is $115,209,592.00, (ii)
the outstanding principal balance of the New Note as of the date hereof is
$107,790,408.00, and (iii) the Loan is not a revolving line of credit and
Borrower shall not be entitled to any readvances of any principal or interest
sums paid from time to time.

G. Borrower hereby certifies to Lender the following facts knowing that Lender
requires, and is relying upon, the representations contained in this paragraph
as a condition to entering into this Note:

                  (i) All interest due to Lender through but not including the
date hereof has been paid or waived;

                  (ii) As of the date of execution hereof, Borrower has no, and
waives any, defenses, rights of setoff, counterclaim, claims, or causes of
action of any kind or description against Lender as holder of this Note, with
respect to (a) payment of the principal sum described therein, (b) payment of
interest under this Note, (c) payment of any other sums due and payable under
this Note, the Security Instrument or any of the Other Security Documents, or
(d) the performance of any obligations under this Note, the Security Instrument
and the Other Security Documents;

                  (iii) This Note, the Security Instrument and the Other
Security Documents are valid and enforceable against Borrower in accordance with
their respective terms subject to principles of equity and applicable
bankruptcy, insolvency or similar laws generally affecting the enforcement of
creditor's rights; and

                  (iv) It is understood and agreed that Lender, by virtue of
executing this Note, is not waiving any of its rights under the Security
Instrument, this Note or any of the Other Security Documents with respect to any
defaults or Events of Default which may occur or arise from and after the date
hereof.

H. Borrower acknowledges and agrees that this Note hereby, amends, restates and
consolidates the Original Notes and the New Note, evidences the same
indebtedness evidenced thereby and creates no new or additional indebtedness,
and that this Note is not intended to, nor

                                      -18-
   19
shall it be construed to, constitute a novation of the Original Notes or the New
Note or the obligations contained therein.

I. All recitals set forth on page 1 hereof are hereby incorporated in and made a
part of this Note to the same extent as if herein set forth in full; provided,
however, that said recitals shall not be deemed to modify the express provisions
set forth herein.

                         [NO FURTHER TEXT ON THIS PAGE]

                                      -19-
   20
                  IN WITNESS WHEREOF, Borrower has duly executed this Note the
day and year first above written.

                                   BORROWER:

                                   ALEXANDER'S KINGS PLAZA, LLC,
                                       a Delaware limited liability company

                                   By:  /s/ Joseph Macnow
                                        ---------------------------------------
                                        Name:  Joseph Macnow
                                        Title: Executive Vice President

                                   ALEXANDER'S OF KINGS, LLC, a Delaware limited
                                       liability company

                                   By:  /s/ Joseph Macnow
                                        ---------------------------------------
                                        Name:  Joseph Macnow
                                        Title: Executive Vice President

                                   KINGS PARKING, LLC, a Delaware limited
                                       liability company

                                   By:  /s/ Joseph Macnow
                                        ---------------------------------------
                                        Name:  Joseph Macnow
                                        Title: Executive Vice President
   21
                                   LENDER:

                                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                       a New York banking corporation

                                   By:  /s/ Steven Z. Schwartz
                                        ----------------------
                                        Name:  Steven Z. Schwartz
                                        Title:  Managing Director

   22
                                   EXHIBIT A

                          ORIGINAL NOTES AND MORTGAGES

                                TERM LOAN NOTES

1.   Note dated March 12, 1999 in the amount of $15,000,000 made by Alexander's
Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's Department Stores
of Brooklyn, Inc. to Bayerische Landesbank, Cayman Islands Branch.

2.   Note dated July 2, 1999 in the amount of $18,750,000 made by Alexander's
Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's Department Stores of
Brooklyn, Inc. to Bayerische Hypo-Und Vereinsbank AG, New York Branch.

3.   Note dated July 2, 1999 in the amount of $7,500,000 made by Alexander's
Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's Department Stores
of Brooklyn, Inc. to Comerica Bank.

4.   Note dated July 2, 1999 in the amount of $24,375,000 made by Alexander's
Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's Department Stores
of Brooklyn, Inc. to The Bank of New York.

5.   Note dated July 2, 1999 in the amount of $24,375,000 made by Alexander's
Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's Department Stores
of Brooklyn, Inc. to UBS AG, Stamford Branch.

                                   MORTGAGES

(1)  Building Loan Mortgage dated June 27, 1969, in the amount of TWENTY THREE
MILLION FIVE HUNDRED THOUSAND and 00/100 Dollars ($23,500,000.00) made by Kings
Plaza Shopping Center of Flatbush Avenue Inc., and Kings Plaza Shopping Center
of Avenue U, Inc. to R.H. Macy & Co., Inc. & Alexander's Inc. and recorded in
the Kings County Clerk's Office on June 30, 1969, in Reel 344 page 153
("MORTGAGE 1").

(2)  Mortgage dated as of March 15, 1995 in the amount of THIRTY MILLION ONE
HUNDRED and 00/100 Dollars ($30,000,100.00) made by Alexander's Inc. to First
Fidelity Bank, National Association recorded in the Kings County Clerk's Office
on March 17, 1995 in Reel 3481 page 1507 ("MORTGAGE 2");

(3)  Spread Mortgage dated December 15, 1925, in the amount of ONE MILLION and
00/100 Dollars ($1,000,000.00) made by United Cigar Stores Company of America
to New York Title & Mortgage Company and recorded in the Kings County Clerk's
Office on December 18, 1925 in Liber 3648 page 59 ("MORTGAGE 3");
   23
(4)  Mortgage dated February 6, 1928, in the amount of FIVE HUNDRED FIFTY
THOUSAND and 00/100 Dollars ($550,000.00) made by 164 E.59 St. Corporation to
United Stores Realty Corporation recorded in the Kings County Clerk's Office on
February 10, 1928 in Liber 3852 page 400 ("Mortgage 4");

(5)  Mortgage dated December 15, 1961, in the amount of FIVE HUNDRED FIFTY
THOUSAND FIVE HUNDRED EIGHTY THREE AND 16/100 Dollars ($550,583.16) made by
Tillie Feldman to Equitable Life Assurance Society of the United States and
recorded in the Kings County Clerk's Office on December 20, 1961, in Liber 6019
page 392 ("Mortgage 5")

(6)  Mortgage dated as of December 21, 1971, in the amount of TWO HUNDRED
NINETY SEVEN THOUSAND TWO HUNDRED FIFTY SEVEN AND 43/100 Dollars ($297,257.43)
made by Grugo Equities, Inc. to United Mutual Savings Bank and recorded in the
Kings County Clerk's Office on December 23, 1971, in Reel 226 page 13
("Mortgage 6");

(7)  Mortgage dated February 10, 1982, in the amount of FOUR HUNDRED TWO
THOUSAND TWENTY NINE AND 96/100 Dollars ($402,029.96) made by Gogru Realty
Corp. to Harlem Savings Bank and recorded in the Kings County Clerk's Office on
February 22, 1982 in Reel 607 page 1532 ("Mortgage 7");

(8)  Mortgage dated December 30, 1994 in the amount of TWENTY TWO MILLION ONE
HUNDRED NINETY FOUR THOUSAND FORTY SEVEN AND 8/100 Dollars ($22,194,047.08) by
Seven Thirty One Limited Partnership to Emanuel Gruss, Riane Gruss and
Elizabeth Goldberg, dated December 30, 1994, and recorded in the Kings County
Clerk's Office on January 12, 1995 in Reel 2173 page 123 ("Mortgage 8");

(9)  Term Loan Fee and Leasehold Mortgage, Assignment of Leases and Rents and
Security Agreement dated June 18, 1998, in the amount of FIFTY MILLION EIGHT
HUNDRED EIGHTY THREE THOUSAND EIGHT HUNDRED THIRTY SEVEN AND 37/100 Dollars
($50,883,837.37) made by Alexander's King Plaza Center, Inc., Kings Plaza Corp.
and Alexander's Department Stores of Brooklyn, Inc. to Union Bank of
Switzerland (New York Branch) and recorded in the Kings County Clerk's Office
on July 31, 1998, in Reel 4251 page 1759 ("Mortgage 9");

     Mortgages 1 through 9 were consolidated to form a single lien of
$90,000,000.00 pursuant to a Mortgage Consolidation, Modification and Spreader
Agreement dated June 19, 1998 and recorded in the Kings County Clerk's Office
on July 31, 1998 in Reel 4251 page 1809;

   24
                              BUILDING LOAN NOTES

6.   Building Loan Note dated August 9, 1999 in the amount of $5,299,612.50
made by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to UBS AG, Stamford Branch.

7.   Building Loan Note dated August 9, 1999 in the amount of $4,076,625.00
made by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to Bayerische Hypo-Und Vereinsbank AG, New
York Branch.

8.   Building Loan Note dated August 9, 1999 in the amount of $3,261,300.00
made by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to Bayerische Landesbank, Cayman Islands
Branch.

9.   Building Loan Note dated August 9, 1999 in the amount of $1,630,650.00
made by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to Comerica Bank.

10.  Building Loan Note dated August 9, 1999 in the amount of $5,299,612.50
made by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to UBS AG, Stamford Branch.

     Notes 6 to 10 are secured by a Building Loan Fee and Leasehold Mortgage,
Assignment of Leases and Rents and Security Agreement, dated as of August 9,
1999 in the amount of $19,567,800.00, among Alexander's Kings Plaza Center,
Inc., Kings Plaza Corp., Alexander's Department Stores of Brooklyn, Inc. and
UBS AG, Stamford Branch, as administrative agent for lenders, recorded on
September 17, 1999 in Reel 4587 page 956.

                               PROJECT LOAN NOTES

11.  Project Loan Note dated August 9, 1999 in the amount of $2,825,387.50 made
by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to UBS AG, Stamford Branch.

12.  Project Loan Note dated August 9, 1999 in the amount of $2,825,387.50 made
by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to The Bank of New York.

13.  Project Loan Note dated August 9, 1999 in the amount of $1,738,700.00 made
by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to Bayerische Landesbank, Cayman Islands
Branch.

14.  Project Loan Note dated August 9, 1999 in the amount of $2,173,375.00 made
by Alexander's Kings Plaza Center, Inc., Kings Plaza Corp. and Alexander's
Department Stores of Brooklyn, Inc. to Bayerische Hypo-Und Vereinsbank AG, New
York Branch.

   1
                                                                Exhibit 10(v) A3

                            CASH MANAGEMENT AGREEMENT

                            Dated: as of May 31, 2001

                                      AMONG

                          ALEXANDER'S KINGS PLAZA, LLC,

                          ALEXANDER'S OF KINGS, LLC AND

                               KINGS PARKING, LLC
                            (collectively, Borrower),

                                       and

                    MORGAN GUARANTY TRUST COMPANY OF NEW YORK
                                    (Lender)
   2
                                TABLE OF CONTENTS

                                                                                   Page
                                                                                   ----
                                                                                
1.   DEFINITIONS................................................................     2

2.   THE ACCOUNTS...............................................................     5

         Section 2.1       Establishment of Accounts............................     5
         Section 2.2       Deposits into Lockbox Account........................     5
         Section 2.3       Account Name.........................................     6
         Section 2.4       Eligible Accounts....................................     6
         Section 2.5       Permitted Investments................................     6

3.   DEPOSITS...................................................................     7

         Section 3.1       Transfer to the Cash Management Account..............     7
         Section 3.2       Disbursements from the Cash Management Account.......     7
         Section 3.3       The Initial Deposits.................................     8

4.   WITHDRAWALS................................................................     8

         Section 4.1       Withdrawals From the Cash Management Account.........     8
         Section 4.2       Sole Dominion and Control............................     8

5.   PLEDGE OF ACCOUNTS.........................................................     8

         Section 5.1       Security for Obligations.............................     8
         Section 5.2       Rights on Default....................................     9
         Section 5.3       Financing Statement; Further Assurances..............     9
         Section 5.4       Continuing Security Interest.........................     9

6.   RIGHTS AND DUTIES OF LENDER................................................     9

         Section 6.1       Reasonable Care......................................     9
         Section 6.2       Indemnity............................................    10
         Section 6.3       Reliance.............................................    10
         Section 6.4       Lender Appointed Attorney-In-Fact....................    10
         Section 6.5       Servicing............................................    10

7.   REMEDIES...................................................................    10

         Section 7.1       Remedies.............................................    10
         Section 7.2       Waiver...............................................    11

8.   MISCELLANEOUS..............................................................    11

         Section 8.1       Transfers and Other Liens............................    11
         Section 8.2       No Liability of Lender...............................    11
         Section 8.3       No Waiver............................................    11
         Section 8.4       Expenses.............................................    12
         Section 8.5       Entire Agreement.....................................    12
         Section 8.6       Successors and Assigns...............................    12
         Section 8.7       Notices..............................................    12
         Section 8.8       Captions.............................................    12
         Section 8.9       Governing Law........................................    12

                                      -i-
   3

         Section 8.10      Counterparts.........................................    12
         Section 8.11      Non-Recourse.........................................    12

                                      -ii-
   4
                            CASH MANAGEMENT AGREEMENT

                  CASH MANAGEMENT AGREEMENT (this "AGREEMENT"), dated as of May
31, 2001, among, ALEXANDER'S KINGS PLAZA, LLC, a Delaware limited liability
company ("PLAZA LLC"), ALEXANDER'S OF KINGS, LLC, a Delaware limited liability
company ("KINGS LLC") and KINGS PARKING, LLC, a Delaware limited liability
company ("PARKING LLC") (collectively, "BORROWER"), and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, a New York banking corporation ("LENDER").

                              W I T N E S S E T H:

                  WHEREAS, Borrower is the owner of that certain real property
described on Exhibit A hereto (the "PROPERTY");

                  WHEREAS, Lender has made a loan (the "LOAN") to Borrower in
the principal amount of TWO HUNDRED TWENTY THREE MILLION and 00/100 Dollars
($223,000,000.00), which Loan is evidenced by an Amended, Restated and
Consolidated Promissory Note, dated as of the date hereof (the "NOTE"), made by
Borrower to Lender and secured by (i) a certain Amended, Restated and
Consolidated Mortgage and Security Agreement, dated as of the date hereof, made
by Borrower in favor of Lender (the "SECURITY INSTRUMENT"), (ii) a certain
Assignment of Leases and Rents, dated as of the date hereof, made by Borrower,
as assignor, to Lender, as assignee (the "ASSIGNMENT OF LEASES"), and (iii) the
Other Security Documents (as hereinafter defined);

                  WHEREAS, Lender has delivered to Agent (hereinafter defined),
an Instruction Letter in the form attached as EXHIBIT E hereto (together with
any modifications, amendments or replacements thereof, the "INSTRUCTION
LETTER"), which provides that all Rents be deposited in the Lockbox Account
(hereinafter defined) directly by each of the tenants at the Property and Agent
has acknowledged receipt of the Instruction Letter and agreed to comply with the
instructions contained therein by its execution of the Form of Acknowledgment
attached as Schedule 1 to the Instruction Letter;

                  WHEREAS, from and after the date hereof, all funds deposited
in the Lockbox Account shall be transferred by wire to the Cash Management
Account;

                  WHEREAS, pursuant to the Security Instrument and the
Assignment of Leases, Borrower has granted to Lender a security interest in all
of Borrower's right, title and interest in, to and under the Rents and other
revenues derived from or otherwise attributable or allocable to the Property,
and has absolutely assigned and conveyed to Lender all of Borrower's right,
title and interest in, to and under the Rents due and to become due to Borrower
or to which Borrower is now or may hereafter become entitled, arising out of the
Property or any part or parts thereof.

                  NOW, THEREFORE, in consideration of the agreements and
covenants hereinafter contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
   5
                  1. DEFINITIONS

                  As used herein, the following terms shall have the following
definitions:

                  "Account": shall mean the Lockbox Account and the Cash
Management Account.

                  "Affiliates": shall mean any Person, any other Person that,
directly or indirectly is in control of, is controlled by or is under common
control with such Person or is a director or officer of such Person or of an
Affiliate of such Person.

                  "Agent": shall mean First Union National Bank, together with
its successors and assigns, as agent under this Agreement, or any replacement
bank hereafter selected by Lender.

                  "Agreement": shall mean this Cash Management Agreement, dated
as of the date hereof, among the Borrower and Lender, as amended, supplemented
or otherwise modified from time to time.

                  "Applicable Interest Rate": as defined in the Note.

                  "Assignment of Leases": as defined in the Recitals hereto.

                  "Borrower": as defined in the first paragraph hereto, together
with its permitted successors and assigns.

                  "Business Day": shall mean a day other than a Saturday, Sunday
or other day in which commercial banks in New York, New York are authorized or
required by law to close.

                  "Collateral": as defined in Section 5.1.

                  "Debt": as defined in the Security Instrument.

                  "Default Rate": as defined in the Security Instrument.

                  "Eligible Account": shall mean an identifiable account,
separate from all other funds held by the holding institution that is either (i)
an account or accounts maintained with a federal or state chartered depository
institution or trust company which complies with the definition of Eligible
Institution or (ii) a segregated trust account or accounts maintained with a
federal or state chartered depository institution or trust company acting in its
fiduciary capacity which, in the case of a state chartered depository
institution or trust company is subject to regulations substantially similar to
12 C.F.R. Section 9.10(b), having in either case a combined capital and surplus
of at least Fifty Million Dollars and 00/100 ($50,000,000.00) and subject to
supervision or examination by federal and state authority. An Eligible Account
will not be evidenced by a certificate of deposit, passbook or other instrument.

                  "Eligible Bank": shall mean a bank that (i) satisfies the
Rating Criteria and (ii) is insured by the Federal Deposit Insurance
Corporation.

                                       2
   6
                  "Eligible Institution": shall mean a depository institution or
trust company that satisfies the Rating Criteria.

                  "Event of Default": as defined in the Security Instrument.

                  "Escrow Fund": as defined in Section 3.5 of the Security
Instrument.

                  "Ground Lease Escrow Fund": as defined in Section 3.19 of the
Security Instrument.

                  "Initial Deposit(s)": as defined in Section 3.3.

                  "Instruction Letter" shall have the meaning ascribed to such
term in the Recitals.

                  "Leasing Reserve Agreement" shall mean that certain Tenant
Improvement and Leasing Commission Reserve and Security Agreement dated the date
hereof between Borrower and Lender.

                  "Lender": Morgan Guaranty Trust Company of New York, together
with its successors and assigns.

                  "Lien": shall mean any mortgage, deed of trust, lien, pledge,
hypothecation, assignment, security instrument, or any other encumbrance, charge
or transfer of, on or affecting the Property or any portion thereof or Borrower,
or any interest therein, including, without limitation, any conditional sale or
other title retention agreement, any financing lease having substantially the
same economic effect as any of the foregoing, the filing of any financing
statement, and mechanic's, materialman's or similar liens and encumbrances.

                  "Loan": as defined in the Recitals hereto.

                  "Loan Documents": shall mean collectively, this Agreement, the
Note, the Security Instrument, the Assignment of Leases and any other document
pertaining to the Property as well as all other documents executed and/or
delivered in connection with the Loan.

                  "Lockbox Account": as defined in Section 2.1(a).

                  "Management Agreement": shall mean that certain management
agreement, dated as of May 31, 2001, presently by and between Plaza LLC and/or
Kings LLC and Manager, or any future management agreement entered into with
respect to the Property in accordance with the terms and conditions of the Loan
Documents.

                  "Manager": Vornado Management Corp., and its permitted
successors and assigns.

                  "Monthly Administrative Fee": shall mean the monthly deposit
in the amount of $416.67 to ensure timely payment of the amount pursuant to
Section 3.5 of the Security Instrument.

                                       3
   7
                  "Monthly Ground Lease Deposit": shall mean the monthly deposit
to the Ground Lease Escrow Fund as calculated by Lender pursuant to Section 3.19
of the Security Instrument.

                  "Monthly Insurance Premium Deposit": shall mean the monthly
deposit to the Escrow Fund as calculated by Lender pursuant to Section 3.5(b) of
the Security Instrument to ensure the timely payment of Insurance Premiums.

                  "Monthly Leasing Reserve Deposit": shall mean the monthly
deposit as may be required by Lender pursuant to the Leasing Reserve Agreement.

                  "Monthly Payment": the payment of principal and/or interest
required to be made by Borrower to Lender pursuant to Article I of the Note.

                  "Monthly Payment Date": shall mean the date upon which each
Monthly Payment is due pursuant to the Note.

                  "Monthly Replacement Reserve Deposit": shall mean the Monthly
Deposit (as defined in the Replacement Reserve Agreement).

                  "Monthly Tax Deposit": shall mean the monthly deposit to the
Escrow Fund as calculated by Lender pursuant to Section 3.5(a) of the Security
Instrument to ensure the timely payment of Taxes.

                  "Note": as defined in the Recitals hereto.

                  "Obligations": as defined in Section 2.3 of the Security
Instrument.

                  "Other Charges": as defined in Section 3.4 of the Security
Agreement.

                  "Other Security Documents": as defined in Section 3.2 of the
Security Instrument.

                  "Permitted Investments": as defined in Exhibit B.

                  "Person": shall mean any individual, corporation, partnership,
limited liability company, joint venture, estate, trust, unincorporated
association, any federal, state, country of municipal government or any bureau,
department or agency thereof and any fiduciary acting in such capacity on behalf
of any of the foregoing.

                  "Policy"/"Policies": as defined in Section 3.3(b) of the
Security Instrument.

                  "Property": shall mean that certain real property listed in
Exhibit A.

                  "Rating Agencies": shall mean each of Standard & Poor's
Ratings Group, Moody's Investors Service, Inc., Fitch, Inc., or any other
nationally recognized statistical rating agency which has been approved by
Lender.

                  "Rating Criteria": shall mean with respect to any Person, the
short term unsecured debt obligations or commercial paper of which are rated at
least A-1 by Standard &

                                       4
   8
Poor's Ratings Group ("S&P"), P-1 by Moody's Investors Service, Inc., and F-1+
by Fitch, Inc. in the case of accounts in which funds are held for thirty (30)
days or less (or, in the case of accounts in which funds are held for more than
thirty (30) days, the long term unsecured debt obligations of which are rated at
least AA by Fitch, Inc. and S&P and Aa by Moody's).

                  "Rents": as defined in Section 1.1(h) of the Security
Instrument.

                  "Replacement Reserve Agreement": shall mean that certain
Replacement Reserve and Security Agreement dated the date hereof between
Borrower and Lender.

                  "Security Instrument": as defined in the Recitals hereto.

                  "Taxes": as defined in Section 3.4 of the Security Instrument.

                  "UCC": as defined in Section 5.1(a)(iv).

                  2. THE ACCOUNTS

                  SECTION 2.1. ESTABLISHMENT OF ACCOUNTS. (a) Borrower shall
establish an account with Agent into which Borrower shall deposit, or cause to
be deposited, all Rents (the "LOCKBOX ACCOUNT").

                  (b) Borrower acknowledges that Lender has established a
certain account (the "CASH MANAGEMENT ACCOUNT") into which all amounts
constituting available funds on deposit in the Lockbox Account will be
transferred.

                  SECTION 2.2. DEPOSITS INTO LOCKBOX ACCOUNT. Borrower
represents, warrants and covenants that (a) if a new Lockbox Account is
established, Borrower shall send a notice, substantially in the form of Exhibit
C, to all tenants now or hereafter occupying space at the Property directing
them to pay all Rent and other sums due under the lease to which they are a
party into the Lockbox Account ("TENANT INSTRUCTIONS"), (b) Borrower shall send
Tenant Instructions to any new tenants hereafter occupying the Property, (c)
Borrower shall send a notice, substantially in the form of Exhibit D attached
hereto, to Central Parking Corporation or such other agent now or hereafter
managing the parking garage facility located on the Property ("GARAGE MANAGER"),
directing the Garage Manager to send to the Lockbox Account all funds to be
remitted to Borrower or the Manager ("GARAGE MANAGER INSTRUCTION"), (d) Borrower
will immediately deposit all Rents and revenues it shall hereafter receive from
the Property, if any, into the Lockbox Account, (e) Borrower shall instruct the
Manager to immediately deposit all Rents and all other sums hereafter collected
by Manager, if any, pursuant to the Management Agreement into the Lockbox
Account, (f) there shall be no other accounts maintained by Borrower or any
other Person into which revenues from the ownership and operation of the
Property are directly deposited, (other than after they are disbursed to
Borrower pursuant to Section 3.2 hereof) (g) so long as the Note shall be
outstanding, neither Borrower nor any other Person shall open any other such
account with respect to the direct deposit of income in connection with the
Property, and (h) concurrently herewith, Lender and Borrower shall deliver an
executed Instruction Letter to the Agent. Borrower shall not change the bank,
bank location or account number of the Lockbox Account without Lender's prior
written consent. In the event

                                       5
   9
that Agent defaults under its obligations under the Instruction Letter or if
Agent's credit rating falls below "A" as determined by S&P, within ten (10)
Business Days after notice, Borrower will establish a new Eligible Account
(which shall become the Lockbox Account) at an Eligible Institution selected by
Borrower and reasonably approved by Lender and shall cause all funds in the
existing Lockbox Account to be transferred to the new Lockbox Account and any
future Rents from the Property to be deposited in such new Lockbox Account. Such
new bank shall also execute an instruction letter acceptable to Lender on a form
consistent with the Instruction Letter. Until deposited into the Lockbox
Account, any Rents and other revenues from the Property hereafter collected and
held by Borrower shall be deemed to be Collateral and shall be held in trust by
it for the benefit, and as the property, of Lender and shall not be commingled
with any other funds or property of Borrower. Notwithstanding anything to the
contrary set forth elsewhere herein, in no event shall Security Deposits (as
defined in the Security Instrument) be required to be deposited with Lender or
be subject to the provisions of this Agreement except as expressly provided in
Section 3.7(i) of the Security Agreement.

                  SECTION 2.3. ACCOUNT NAME.

                  (a) The Lockbox Account shall be in the name of Plaza LLC
established for the benefit of Lender and the Cash Management Account shall be
in the name of Lender.

                  (b) In the event Lender transfers or assigns the Loan,
Borrower, at Lender's request, shall change the name for whose benefit the
Lockbox Account is held to the of the transferee or assignee. In the event
Lender retains a servicer to service the Loan, Borrower, at Lender's request,
shall change the name of each account to the name of the servicer, as agent for
Lender.

                  SECTION 2.4. ELIGIBLE ACCOUNTS. Borrower and Agent shall
maintain each Account as an Eligible Account.

                  SECTION 2.5. PERMITTED INVESTMENTS. Notwithstanding anything
to the contrary contained in any of the other Loan Documents, sums on deposit in
the Cash Management Account and any other escrow or reserve account with respect
to the Loan, shall be invested in Permitted Investments provided (i) such
investments are then regularly offered by Lender's servicer for accounts of this
size, category and type, (ii) such investments are permitted by applicable
federal, state and local rules, regulations and laws, (iii) the maturity date of
the Permitted Investment is not later than the date on which sums in the Cash
Management Account are required to be applied by Lender and (iv) no Event of
Default shall have occurred and be continuing. Subject to the foregoing
sentence, Borrower shall have the right to direct Lender to invest sums on
deposit in the Cash Management Account and the other escrow and reserve accounts
in Permitted Investments. All income earned from Permitted Investments shall be
property of Borrower. Borrower hereby irrevocably authorizes and directs Lender
to hold any income earned from Permitted Investments as part of the Cash
Management Account. Borrower shall be responsible for payment of any federal,
state or local income or other tax applicable to income earned from Permitted
Investments. Notwithstanding anything to the contrary contained herein, at the
present time, the only Permitted Investment Lender can offer is in an interest
bearing money market account. No other investments of the sums on deposit in the
Accounts or any escrow account shall be permitted except as set forth in this
Section 2.5. The definition of

                                       6
   10
Permitted Investments shall be deemed to include only those "Permitted
Investments" then offered by Lender.

                  3. DEPOSITS

                  SECTION 3.1. TRANSFER TO THE CASH MANAGEMENT ACCOUNT. On June
10, 2001 and on each Business Day thereafter, Borrower shall cause Agent to
withdraw all funds on deposit in the Lockbox Account and immediately transfer
all such funds by wire transfer to Lender pursuant to written instructions from
Lender given the date hereof (as such instructions may be changed by Lender from
time to time thereafter) for deposit by Lender into the Cash Management Account.

                  SECTION 3.2. DISBURSEMENTS FROM THE CASH MANAGEMENT ACCOUNT.
Lender shall apply all funds on deposit in the Cash Management Account on the
tenth (10th) day of each month commencing on July 10, 2001 (and if such day is
not a Business Day then the preceding day which is a Business Day) in following
order of priority:

                  (a) First, funds sufficient to pay the Monthly Ground Lease
Deposit shall be deposited in the Ground Lease Escrow Fund;

                  (b) Second, funds sufficient to pay the Monthly Tax Deposit
shall be deposited in the Escrow Fund;

                  (c) Third, funds sufficient to pay the Monthly Insurance
Premium Deposit shall be deposited in the Escrow Fund;

                  (d) Fourth, funds sufficient to pay the Monthly Payment shall
be applied in accordance with the terms and provisions of the Note;

                  (e) Fifth, funds sufficient to pay the Monthly Replacement
Reserve Deposit shall be deposited into the Replacement Reserve to the extent
required and to be held and applied by Lender in accordance with the Replacement
Reserve Agreement;

                  (f) Sixth, funds sufficient to pay the Monthly Leasing Reserve
Deposit shall be deposited into the Leasing Reserve to the extent required and
to be held and applied by Lender in accordance with the Leasing Reserve
Agreement;

                  (g) Seventh, funds sufficient to pay any interest accruing at
the Default Rate, and late payment charges, if any, shall be applied by Lender
in accordance with the Loan Documents;

                  (h) Eighth, funds sufficient to pay the Monthly Administrative
Fee shall be applied by Lender;

                  (i) Ninth, if applicable, all amounts remaining in the Cash
Management after deposits for items (a) through (h) shall be applied by Lender
to fund the Extension Lease Reserve (as defined and provided for in that certain
Loan Document known as the Tenant Improvement

                                       7
   11
and Leasing Commission Reserve and Security Agreement) until the balance thereof
equals $1,200,000;

                  (j) Tenth, provided no Event of Default shall exist under the
Loan Documents, all amounts remaining in the Cash Management Account after
deposits for items (a) through (h) for the current month and all prior months
shall be disbursed to the Borrower.

                  SECTION 3.3. THE INITIAL DEPOSITS. At the closing of the Loan,
Lender shall determine, in its reasonable discretion, the initial deposit
amounts (the "INITIAL DEPOSITS") required to be deposited in each of the Ground
Lease Escrow Fund, the Escrow Fund, the Replacement Reserve and the Leasing
Reserve and shall notify Borrower of such amounts. Borrower shall deposit the
respective Initial Deposits into each Account.

                  4. WITHDRAWALS

                  SECTION 4.1. WITHDRAWALS FROM THE CASH MANAGEMENT ACCOUNT.
Lender shall have the right to withdraw funds from the Cash Management Account
in accordance with Section 3.2 hereof.

                  SECTION 4.2. SOLE DOMINION AND CONTROL. Borrower acknowledges
and agrees that the Accounts are subject to the sole dominion, control and
discretion of Lender, its authorized agents or designees, including Agent,
subject to the terms hereof; and Borrower shall have no right of withdrawal with
respect to any Account except with the prior written consent of Lender or as
otherwise provided herein.

                  5. PLEDGE OF ACCOUNTS

                  SECTION 5.1. SECURITY FOR OBLIGATIONS.

                  (a) To secure the full and punctual payment and performance of
all Obligations, Borrower hereby sells, assigns, conveys, pledges and transfers
to Lender a first priority continuing security interest in and to the following
property of Borrower, whether now owned or existing or hereafter acquired or
arising and regardless of where located (all of the same, collectively, the
"COLLATERAL"):

                           (i) the Accounts and all cash, checks, drafts,
certificates and instruments, if any, from time to time deposited or held in the
Accounts from time to time;

                           (ii) any and all amounts invested in Permitted
Investments;

                           (iii) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise payable in
respect of, or in exchange for, any or all of the foregoing; and

                           (iv) to the extent not covered by clauses (i) - (iii)
above, all "proceeds" (as defined under the Uniform Commercial Code as in effect
in the State in which the Accounts are located (the "UCC")) of any or all of the
foregoing.

                                       8
   12
                  (b) Lender shall have with respect to the Collateral, in
addition to the rights and remedies herein set forth, all of the rights and
remedies available to a secured party under the UCC, as if such rights and
remedies were fully set forth herein.

                  SECTION 5.2. RIGHTS ON DEFAULT. Upon the occurrence and
continuation of an Event of Default, (a) Borrower shall have no further right in
respect of (including, without limitation, the right to instruct Lender or Agent
to transfer from) the Accounts and no further distributions shall be made from
the Cash Management Account pursuant to Section 3.2(i) hereof, (b) Lender may
liquidate and transfer any amounts then invested in Permitted Investments to the
Accounts or reinvest such amounts in other Permitted Investments as Lender may
reasonably determine is necessary to perfect or protect any security interest
granted or purported to be granted hereby or pursuant to the other Loan
Documents or to enable Lender to exercise and enforce Lender's rights and
remedies hereunder or under any other Loan Document with respect to any
Collateral, and (c) Lender shall have all rights with respect to the Accounts
and the amounts on deposit therein as described herein and, notwithstanding
anything to the contrary contained herein, may apply the amounts of such
Accounts as Lender determines in its sole discretion including, but not limited
to, payment of the Debt.

                  SECTION 5.3. FINANCING STATEMENT; FURTHER ASSURANCES.
Simultaneously herewith, Borrower shall execute and deliver to Lender for filing
a financing statement or statements in connection with the Lockbox Account, the
Cash Management Account and the Collateral with respect thereto in the form
required to properly perfect Lender's security interest therein. Borrower agrees
that at any time and from time to time, at the expense of Borrower, Borrower
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be reasonably necessary or desirable, or that
Lender may reasonably request, in order to perfect and protect any security
interest granted or purported to be granted hereby (including, without
limitation, any security interest in and to any Permitted Investments) or to
enable Lender to exercise and enforce its rights and remedies hereunder with
respect to any Collateral.

                  SECTION 5.4. CONTINUING SECURITY INTEREST. This Agreement
shall create a continuing security interest in the Collateral and shall remain
in full force and effect until payment in full of the Obligations. Upon payment
in full of the Obligations, this Agreement shall terminate and Borrower shall be
entitled to the return, upon its request and at its expense, of such of the
Collateral as shall not have been sold or otherwise applied pursuant to the
terms hereof, and Lender shall execute such instruments and documents as may be
reasonably requested by Borrower to evidence such termination and the release of
the lien hereof.

                  6. RIGHTS AND DUTIES OF LENDER

                  SECTION 6.1. REASONABLE CARE. Beyond the exercise of
reasonable care in the custody thereof, Lender shall have no duty as to any
Collateral in its possession or control as agent therefor or bailee thereof or
any income thereon or the preservation of rights against any person or otherwise
with respect thereto. Lender shall be deemed to have exercised reasonable care
in the custody and preservation of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which Lender
accords its own property, it being understood that Lender shall not be liable or
responsible for any loss or damage to any of the

                                       9
   13
Collateral, or for any diminution in value thereof, by reason of the act or
omission of Lender, its Affiliates, agents, employees or bailees, except to the
extent that such loss or damage results from Lender's gross negligence or
willful misconduct.

                  SECTION 6.2. INDEMNITY. Lender, in its capacity as secured
party hereunder, shall be responsible for the performance only of such duties as
are specifically set forth herein, and no duty shall be implied from any
provision hereof. Lender shall not be under any obligation or duty to perform
any act which would involve it in expense or liability or to institute or defend
any suit in respect hereof, or to advance any of its own monies. Borrower shall
indemnify and hold Lender, their respective employees and officers harmless from
and against any loss, cost or damage (including, without limitation, reasonable
attorneys' fees and disbursements) incurred by Lender in connection with the
transactions contemplated hereby, except to the extent that such loss or damage
results from Lender's gross negligence or willful misconduct.

                  SECTION 6.3. RELIANCE. Lender shall be protected in acting
upon any notice, resolution, request, consent, order, certificate, report,
opinion, bond or other paper, document or signature believed by it to be
genuine, and it may be assumed that any person purporting to act on behalf of
Borrower giving any of the foregoing in connection with the provision hereof has
been duly authorized to do so.

                  SECTION 6.4. LENDER APPOINTED ATTORNEY-IN-FACT. Borrower
hereby irrevocably constitutes and appoints Lender after an Event of Default has
occurred and is continuing as Borrower's true and lawful attorney-in-fact, with
full power of substitution, to execute, acknowledge and deliver any instruments
and to exercise and enforce every right, power, remedy, option and privilege of
Borrower with respect to the Collateral, and do in the name, place and stead of
Borrower, all such acts, things and deeds for and on behalf of and in the name
of Borrower, which Borrower could or might do or which Lender may deem necessary
or desirable to more fully vest in Lender the rights and remedies provided for
herein and to accomplish the purposes of this Agreement, provided, however, in
the absence of an Event of Default, Lender shall be entitled in the event that
Borrower fails to do so (after ten (10) days notice) to send Tenant
Instructions, to all tenants now or hereafter occupying space at the Property
and send a Garage Manager Instruction if applicable. The foregoing powers of
attorney are irrevocable and coupled with an interest. If Borrower fails to
perform any agreement herein contained and such failure shall continue for five
(5) Business Days after notice of such failure is given to Borrower, Lender may
perform or cause performance of any such agreement, and any reasonable expenses
of Lender and Agent in connection therewith shall be paid by Borrower.

                  SECTION 6.5. SERVICING. In the event that Lender retains a
servicer on its behalf to service the Loan and administer the provisions of this
Agreement, all references to Lender herein with respect to the administration of
the Cash Management Account shall be deemed to also include such servicer as
Lender may from time to time designate.

                  7. REMEDIES

                  SECTION 7.1. REMEDIES. Upon the occurrence of an Event of
Default, Lender may:

                                       10
   14
                  (a) without notice to Borrower, except as required by law, and
at any time or from time to time, charge, set-off and otherwise apply all or any
part of the Collateral against the Obligations or any part thereof;

                  (b) in its sole discretion, at any time and from time to time,
exercise any and all rights and remedies available to it under this Agreement,
and/or as a secured party under the UCC; and

                  (c) demand, collect, take possession of, receipt for, settle,
compromise, adjust, sue for, foreclose or realize upon the Collateral (or any
portion thereof) as Lender may determine in its sole discretion.

                  SECTION 7.2. WAIVER. Except as expressly provided herein,
Borrower hereby expressly waives, to the fullest extent permitted by law,
presentment, demand, protest or any notice of any kind in connection with this
Agreement or the Collateral. Borrower acknowledges and agrees that ten (10)
days' prior written notice of the time and place of any public sale of the
Collateral or any other intended disposition thereof shall be reasonable and
sufficient notice to Borrower within the meaning of the UCC.

                  8. MISCELLANEOUS

                  SECTION 8.1. TRANSFERS AND OTHER LIENS. Borrower agrees that
it will not (a) sell or otherwise dispose of any of the Collateral or (b) create
or permit to exist any Lien upon or with respect to all or any of the
Collateral, except for the Lien granted to Lender under this Agreement.

                  SECTION 8.2. NO LIABILITY OF LENDER. Notwithstanding the
Lender's right to perform certain obligations of Borrower, it is acknowledged
and agreed that Borrower retains control of the Property and operation thereof
and notwithstanding anything contained herein or Lender's exercise of any of its
rights or remedies hereunder, under the Loan Documents or otherwise at law or in
equity, Lender shall not be deemed to be a mortgagee-in-possession nor shall
Lender be subject to any liability with respect to the Property or otherwise
based upon any claim of lender liability.

                  SECTION 8.3. NO WAIVER. The rights and remedies provided in
this Agreement and the other Loan Documents are cumulative and may be exercised
independently or concurrently, and are not exclusive of any other right or
remedy provided at law or in equity. No failure to exercise or delay by Lender
in exercising any right or remedy hereunder or under the Loan Documents shall
impair or prohibit the exercise of any such rights or remedies in the future or
be deemed to constitute a waiver or limitation of any such right or remedy or
acquiescence therein. Every right and remedy granted to Lender under this
Agreement or by law may be exercised by Lender at any time and from time to
time, and as often as Lender may deem it expedient. Any and all of Lender's
rights with respect to the lien and security interest granted hereunder shall
continue unimpaired, and Borrower shall be and remain obligated in accordance
with the terms hereof, notwithstanding (a) any proceeding of Borrower under the
Federal Bankruptcy Code or any bankruptcy, insolvency or reorganization laws or
statutes or any state, (b) except if paid under Section 3.2, the release or
substitution of Collateral at any time, or of any

                                       11
   15
rights or interests therein or (c) any delay, extension of time, renewal,
compromise or other indulgence granted by the Lender in the event of any
default, with respect to the Collateral or otherwise hereunder. No delay or
extension of time by Lender in exercising any power of sale, option or other
right or remedy hereunder, and no notice or demand which may be given to or made
upon Borrower by Lender, shall constitute a waiver thereof, or limit, impair or
prejudice Lender's right, without notice or demand, to take any action against
Borrower or to exercise any other power of sale, option or any other right or
remedy. No waiver of any term or condition of this Agreement, whether by delay,
omission or otherwise, shall be effective unless in writing and signed by the
party sought to be charged, and then such waiver shall be effective only in the
specific instance and for the purpose for which given.

                  SECTION 8.4. EXPENSES. The Collateral shall secure, and
Borrower shall pay to Lender and Lender's counsel on demand, from time to time,
all reasonable costs and expenses (including, but not limited to, reasonable
attorneys' fees and disbursements, and transfer, recording and filing fees,
taxes and other charges) of, or incidental to, the creation or perfection of any
lien or security interest granted or intended to be granted hereby, the custody,
care, sale, transfer, administration, collection of or realization on the
Collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of Lender under this Agreement, the Note,
the Security Instrument, or the other Loan Documents. Standard and customary
fees and charges associated with the Accounts shall be paid by Borrower. Lender
acknowledges that no servicing fee shall be charged with respect to servicing
the Cash Management Account or collecting, holding and investing any other
escrow or reserve accounts other than the Monthly Administrative Fee.

                  SECTION 8.5. ENTIRE AGREEMENT. This Agreement constitutes the
entire and final agreement between the parties with respect to the subject
matter hereof and may not be changed, terminated or otherwise varied, except by
a writing duly executed by the parties.

                  SECTION 8.6. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, their respective
successors and permitted assigns.

                  SECTION 8.7. NOTICES. All notices required or permitted
hereunder shall be given and become effective as provided in the Security
Instrument.

                  SECTION 8.8. CAPTIONS. All captions in this Agreement are
included herein for convenience of reference only and shall not constitute part
of this Agreement for any other purpose.

                  SECTION 8.9. GOVERNING LAW. This Agreement shall be governed
by and construed and enforced in all respects in accordance with the laws of the
State of New York without regard to conflicts of law principles of such State.

                  SECTION 8.10. COUNTERPARTS. This Agreement may be executed in
any number of counterparts.

                  SECTION 8.11. NON-RECOURSE. Borrower's liability hereunder is
subject to the limitation on liability provisions of Article 14 of the Note,
which provisions are incorporated

                                       12
   16
herein by this reference, mutatis mutandis, and shall have the same force and
effect as if set forth in length herein.

                         [NO FURTHER TEXT ON THIS PAGE]

                                       13
   17
                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                    BORROWER:

                                    ALEXANDER'S KINGS PLAZA, LLC, a Delaware
                                       limited liability company

                                    By:  /s/ Joseph Macnow
                                       -----------------------------------------
                                        Name:  Joseph Macnow
                                        Title: Executive Vice President

                                    ALEXANDER'S OF KINGS, LLC, a Delaware
                                       limited liability company

                                    By:  /s/ Joseph Macnow
                                       -----------------------------------------
                                        Name:  Joseph Macnow
                                        Title:  Executive Vice President

                                    KINGS PARKING, LLC,
                                       a Delaware limited liability company

                                    By:  /s/ Joseph Macnow
                                       -----------------------------------------
                                        Name:    Joseph Macnow
                                        Title:   Executive Vice President
   18
                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                    LENDER:

                                    MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a
                                       New York banking corporation

                                    By:  /s/ Steven Z. Schwartz
                                       -----------------------------------------
                                        Name: Steven Z. Schwartz
                                        Title: Managing Director
   19
                                    EXHIBIT A

                                  THE PROPERTY

                                    EXH. A-1
   20
                                    EXHIBIT B

                  "Permitted Investments" means: any one or more of the
following obligations or securities acquired at a purchase price of no greater
than par and payable on demand or having a scheduled maturity on or before the
Business Day preceding the date upon which such funds are required to be drawn,
regardless of whether issued by Lender, the servicer of the Loan, the trustee
under any securitization of the Loan or any of their respective Affiliates and
having at all times the required ratings, if any, provided for in this
definition, unless each Rating Agency shall have confirmed in writing to the
Servicer that a lower rating would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Securities:

                  (i) obligations of, or obligations fully guaranteed as to
payment of principal and interest by, the United States or any agency or
instrumentality thereof provided such obligations are backed by the full faith
and credit of the United States of America including, without limitation,
obligations of: the U.S. Treasury (all direct or fully guaranteed obligations),
the Farmers Home Administration (certificates of beneficial ownership), the
General Services Administration (participation certificates), the U.S. Maritime
Administration (guaranteed Title XI financing), the Small Business
Administration (guaranteed participation certificates and guaranteed pool
certificates), the U.S. Department of Housing and Urban Development (local
authority bonds) and the Washington Metropolitan Area Transit Authority
(guaranteed transit bonds); provided, however, that the investments described in
this clause must (A) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (B) if rated by S&P, must not have an "r"
highlighter affixed to their rating, (C) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that
index, and (D) such investments must not be subject to liquidation prior to
their maturity;

                  (ii) Federal Housing Administration debentures;

                  (iii) obligations of the following United States government
sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the
Farm Credit System (consolidated system wide bonds and notes), the Federal Home
Loan Banks (consolidated debt obligations), the Federal National Mortgage
Association (debt obligations), the Student Loan Marketing Association (debt
obligations), the Financing Corp. (debt obligations), and the Resolution Funding
Corp. (debt obligations); provided, however, that the investments described in
this clause must (A) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (B) if rated by S&P, must not have an "r"
highlighter affixed to their rating, (C) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that
index, and (D) such investments must not be subject to liquidation prior to
their maturity;

                  (iv) federal funds, unsecured certificates of deposit, time or
similar deposits, bankers' acceptances and repurchase agreements, with
maturities of not more than 365 days, of any bank, the short term obligations of
which are rated in the highest short term rating category by each Rating Agency
(or, if such obligations are not rated by Moody's Investors Service, Inc. or
Fitch, Inc., otherwise acceptable to Moody's Investors Service, Inc. or Fitch,
Inc., as applicable, as confirmed in writing that such investment would not, in
and of itself, result in a

                                    EXH. B-1
   21
downgrade, qualification or withdrawal of the then current ratings assigned to
the Securities); provided, however, that the investments described in this
clause must (A) have a predetermined fixed dollar of principal due at maturity
that cannot vary or change, (B) if rated by S&P, must not have an "r"
highlighter affixed to their rating, (C) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that
index, and (D) such investments must not be subject to liquidation prior to
their maturity;

                  (v) fully Federal Deposit Insurance Corporation-insured demand
and time deposits in, or certificates of deposit of, or bankers' acceptances
issued by, any bank or trust company, savings and mortgage loan association or
savings bank, the short term obligations of which are rated in the highest short
term rating category by each Rating Agency (or, if such obligations are not
rated by Moody's Investors Service, Inc. or Fitch, Inc., otherwise acceptable to
Moody's Investors Service, Inc. or Fitch, Inc., as applicable, as confirmed in
writing that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Securities); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar of principal due at maturity that
cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter
affixed to their rating, (C) if such investments have a variable rate of
interest, such interest rate must be tied to a single interest rate index plus a
fixed spread (if any) and must move proportionately with that index, and (D)
such investments must not be subject to liquidation prior to their maturity;

                  (vi) debt obligations with maturities of not more than 365
days rated by each Rating Agency (or, if such obligations are not rated by
Moody's Investors Service, Inc. or Fitch, Inc., otherwise acceptable to Moody's
Investors Service, Inc. or Fitch, Inc., as applicable, as confirmed in writing
that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Securities) in its highest long-term unsecured rating category; provided,
however, that the investments described in this clause must (A) have a
predetermined fixed dollar of principal due at maturity that cannot vary or
change, (B) if rated by S&P, must not have an "r" highlighter affixed to their
rating, (C) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (D) such investments must not
be subject to liquidation prior to their maturity;

                  (vii) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a
specified date not more than one (1) year after the date of issuance thereof)
with maturities of not more than 365 days and that is rated by each Rating
Agency (or, if such obligations are not rated by Moody's Investors Service, Inc.
or Fitch, Inc., otherwise acceptable to Moody's Investors Service, Inc. or
Fitch, Inc., as applicable, as confirmed in writing that such investment would
not, in and of itself, result in a downgrade, qualification or withdrawal of the
then current ratings assigned to the Securities) in its highest short-term
unsecured debt rating; provided, however, that the investments described in this
clause must (A) have a predetermined fixed dollar of principal due at maturity
that cannot vary or change, (B) if rated by S&P, must not have an "r"
highlighter affixed to their rating, (C) if such investments have a variable
rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move

                                    EXH. B-2
   22
proportionately with that index, and (D) such investments must not be subject to
liquidation prior to their maturity;

                  (viii) the Federated Prime Obligation Money Market Fund (the
"Fund") so long as the Fund is rated as AAAm or AAAm-G by S&P or AAA by each
other Rating Agency (or, if such obligations are not rated by S&P, Moody's
Investors Service, Inc. or Fitch, Inc., otherwise acceptable to S&P, Moody's
Investors Service, Inc. or Fitch, Inc., as applicable, as confirmed in writing
that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Securities); and

                  (ix) any other demand, money market or time deposit, demand
obligation or any other obligation, security or investment, provided that each
Rating Agency has confirmed in writing to the Servicer, special servicer (if
any) or Trustee, as applicable, that such investment would not, in and of
itself, result in a downgrade, qualification or withdrawal of the then current
ratings assigned to the Securities;

provided, however, that, (a) in the judgment of the Servicer, such instrument
continues to qualify as a "cash flow investment" pursuant to Section 860G(a)(6)
of the Code earning a passive return in the nature of interest, and (b) that no
instrument or security shall be a Permitted Investment if (i) such instrument or
security evidences a right to receive only interest payments, (ii) the right to
receive principal and interest payments derived from the underlying investment
provides a yield to maturity in excess of one hundred twenty percent (120%) of
the yield to maturity at par of such underlying investment, or (iii) such
instrument or security has a maturity of more than 365 days.

                                    EXH. B-3
   23
                                    EXHIBIT C

                              LETTER OF INSTRUCTION

                               __________ __, 2001

                             [TENANTS UNDER LEASES]

         Re:   Lease dated __________ between _____________, as
               Landlord, and _______________, as Tenant, concerning
               premises known as Kings Plaza Shopping Center

Gentlemen:

                  This letter shall constitute notice to you that the
undersigned has granted a security interest in the captioned lease and all
rents, additional rent and all other monetary obligations to landlord thereunder
(collectively, "RENT") in favor of Morgan Guaranty Trust Company of New York,
its successors and assigns, as lender ("LENDER"), to secure certain of the
undersigned's obligations to Lender. The undersigned hereby irrevocably
instructs and authorizes you to disregard any and all previous notices sent to
you in connection with Rent and hereafter to deliver by wire transfer of
immediately available funds or by check all Rent as follows:

                  If by check:

                                    [Alexander's]

                  If by wire:

                                    ____________________
                                    ____________________
                                    ____________________
                                    ____________________
                                    ____________________

                  The instructions set forth herein are irrevocable and are not
subject to modification in any manner, except that Morgan Guaranty Trust Company
of New York, under that certain Cash Management Agreement dated as of
[__________, 2001] between the undersigned and Lender, or any successor lender
so identified by Lender, may by written notice to you rescind the instructions
contained herein.

                                                 Sincerely,

                                                 [BORROWER]

                                    EXH. C-1
   24
                                    EXHIBIT D

                              LETTER OF INSTRUCTION

                               __________ __, 2001

                                [GARAGE MANAGER]

       Re:  Management Agreement dated __________ between _____________,
            as Owner, and _______________, as Agent, concerning premises
            known as Kings Plaza Shopping Center

Gentlemen:

                  This letter shall constitute notice to you that the
undersigned has granted a security interest in the captioned management
agreement and all rents, additional rent and all other monetary obligations to
owner thereunder (collectively, "RENT") in favor of Morgan Guaranty Trust
Company of New York, its successors and assigns, as lender ("LENDER"), to secure
certain of the undersigned's obligations to Lender. The undersigned hereby
irrevocably instructs and authorizes you to disregard any and all previous
notices sent to you in connection with Rent and hereafter to deliver by wire
transfer of immediately available funds or by check all Rent as follows:

                  If by check:

                                    [Alexander's]

                  If by wire:

                                    ____________________
                                    ____________________
                                    ____________________

                  The instructions set forth herein are irrevocable and are not
subject to modification in any manner, except that Morgan Guaranty Trust Company
of New York, under that certain Cash Management Agreement dated as of ________,
2001 between the undersigned and Lender, or any successor lender so identified
by Lender, may by written notice to you rescind the instructions contained
herein.

                                          Sincerely,

                                          [BORROWER]

                                    EXH. D-1
   25
                                    EXHIBIT E

                            AGENT INSTRUCTION LETTER
                                 [_______], 2001

                      [TO BE SIGNED BY BORROWER AT CLOSING]

FIRST UNION NATIONAL BANK
[INSERT CONTACT NAME AND TEL. NUMBER]

                  Re:   KINGS PLAZA SHOPPING CENTER

Ladies and Gentlemen:

                  ALEXANDER'S KINGS PLAZA,LLC, a Delaware limited liability
company, ALEXANDER'S OF KINGS, LLC, a Delaware limited liability company and
KINGS PARKING, LLC, a Delaware limited liability company (collectively
"BORROWER") has entered into a Amended, Restated and Consolidated Mortgage and
Security Agreement, dated as of [___________, 2001] (the "MORTGAGE") with MORGAN
GUARANTY TRUST COMPANY OF NEW YORK (together with its successors and assigns,
"LENDER"), pursuant to which Lender has provided financing (the "LOAN") to
Borrower secured by the property described in the caption of this Instruction
Letter (the "PROPERTY"). The Property is currently being managed by Vornado
Realty Trust ("MANAGER").

                  Currently, the Borrower has on the date hereof established the
following account (the "LOCKBOX ACCOUNT") with you:

                  Name:
                  Account Name:
                  Account No.:
                  Ref:

                  Borrower hereby notifies you that Lender has required that it
implement certain automatic clearing and processing functions and hereby
instructs you, commencing on the date hereof, to disburse all revenues from the
Property ("REVENUES") deposited in the Lockbox Account from time to time in
accordance with the following terms and provisions:

                  1. Concurrently herewith, you shall establish a post office
box address in which Borrower shall cause all Revenues in the form of wire
transfers, checks, money orders and similar instruments to be delivered. Within
one business day of receipt, you shall receive and process all Revenues and
shall deposit the same into the Lockbox Account referred to above. Checks made
payable to Borrower, the Manager, the Property or the Lockbox Account shall be
deemed suitable for deposit in the Lockbox Account. Items deposited with you
that are returned for insufficient or uncollected funds will be redeposited the
first time. Items returned unpaid a second time shall be processed in accordance
with your standard procedures.

                                    EXH. E-1
   26
                  2. The Lockbox Account shall be an account of Borrower but
shall be under the sole dominion and control of Lender and any servicer of the
Loan (a "SERVICER") or other designee of Lender named below or in a subsequent
written notice from Lender. You shall follow the written instructions of Lender
only. The Lockbox Account shall be assigned the federal tax identification
number of Borrower, which number is [___________]. You shall hold amounts on
deposit in the Lockbox Account as agent for Lender and shall not commingle such
amounts with any other amounts held by you on behalf of Lender, Borrower or any
other person or entity.

                  3. Borrower hereby notifies you that, in accordance with that
certain Cash Management Agreement, dated as of [___________], 2001, among
Borrower and Lender (the "CASH MANAGEMENT AGREEMENT"), the Lockbox Account and
all amounts held therein from time to time, and all renewals, replacements and
substitutions therefor, have been irrevocably pledged to Lender, and Lender has
been granted a first priority security interest therein, as additional security
for the Loan. In connection with such pledge, Borrower and Manager hereby
irrevocably waive all right of withdrawal from the Lockbox Account.

                  4. Beginning on June 10, 2001, Borrower hereby irrevocably
instructs (which instructions may from time to time be amended by Lender in
writing) and authorizes you to disburse on each Business Day, and at any time
the available funds on deposit in the Lockbox Account are equal to or greater
than [$_______], via the ACH System, if available, or otherwise by wire
transfer, all amounts constituting available funds on deposit in the Lockbox
Account the following account:

         BANK:
         ABA #:
         ACCT. NAME:
         ACCT. NO.:
         REF.:

                  5. Lender shall be entitled to exercise any and all rights of
Borrower in respect of the Lockbox Account and Borrower and Manager hereby
irrevocably authorize Lender to give you instructions and directions in respect
of the Lockbox Account as Lender may deem necessary or desirable in order to
effectuate the provisions of this Instruction Letter and the Cash Management
Agreement.

                  6. You shall be entitled to rely upon the accuracy, act in
reliance upon the contents and assume the genuineness, of any notice,
instruction, certificate, signature, instrument or document which is given to
you pursuant to this Agreement without the necessity of your verifying the truth
or accuracy thereof. You shall not be obligated to make any inquiry as to the
authority, capacity, existence or identity of any person purporting to give any
such notice or instruction or to execute any such certificate, instrument or
document. You shall have no duty to Borrower, Lender, Manager or any other
person or in connection with the Clearing Account except as set forth in this
Agreement.

                                    EXH. E-2
   27
                  7. The instructions set forth herein are irrevocable and are
not subject to modification in any manner, except that Lender or the Servicer
may, by written notice to you, amend the instructions contained herein.

                  8. In the event that you fail to acknowledge that its
procedures with respect to the Lockbox Account are governed by this letter due
to an objection to the terms hereof or otherwise, Borrower and Manager each
hereby appoints Lender as its attorney-in-fact with full authority to make
changes to this letter and to execute on behalf of Borrower and/or Manager any
new modified letter acceptable to you.

                  9. Matters not covered by this letter shall be determined in
accordance with your customary procedures and in the event of a conflict between
the terms of this letter and your customary procedures, the terms of this letter
shall govern.

                  10. The undersigned also notifies you that the name and
address of the current Servicer with respect to the Cash Management Agreement
is: [NAME AND ADDRESS OF SERVICER]

                  If you have any questions concerning this letter or the Cash
Management Agreement, please contact [NAME OF BANKER] of Lender at
____________________ or ______________ of the Servicer at [__________________].

         The address of the current Manager is:
                  [_______________________]
                  [_______________________]
                  [_______________________]

                                    EXH. E-3
   28
                  Please acknowledge receipt of this letter and your agreement
to the terms described herein by executing and returning to Borrower an
acknowledgment in the form of Schedule 1 hereto.

                                                          [BORROWER]

                                                          [MANAGER]

ACKNOWLEDGED AND AGREED:

MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:  ____________________________
     Name:
     Title:

                                    EXH. E-4
   29
                                                                      SCHEDULE 1

                             FORM OF ACKNOWLEDGMENT

                               [________ __], 2001

[BORROWER]

MORGAN GUARANTY TRUST COMPANY OF NEW YORK

Attention:  [NAME OF BANKER]

Gentlemen:

                  Reference is made to that certain Instruction Letter dated as
of [______], 2001 (the "INSTRUCTION LETTER") from ALEXANDER'S KINGS PLAZA, LLC,
ALEXANDER'S OF KINGS, LLC AND KINGS PARKING, LLC (collectively, "BORROWER") and
Manager (as defined in the Instruction Letter). I, [__________], on behalf of
[BANK] (the "BANK"), hereby acknowledge receipt of the instructions set forth in
the Instruction Letter and notice of the pledges and security interest described
therein. The Bank hereby agrees to recognize the pledges and security interest
described therein and to perform the instructions set forth in the Instruction
Letter.

                  If you have any questions, please call [__________________] at
([___]) [___]-[______].

                                               [FIRST UNION NATIONAL BANK]

                                               By:_____________________________
                                                   Name:
                                                   Title:

LOCK BOX ADDRESS:
[_____________________________]
[_____________________________]
[_____________________________]

                                    SCH. 1-1

   1
                                                                 Exhibit 10(v) B

                               AGREEMENT OF LEASE

                                     between

                      SEVEN THIRTY ONE LIMITED PARTNERSHIP,

                                    Landlord

                                       and

                                 BLOOMBERG L.P.,

                                     Tenant

                      The Site Bounded by Lexington Avenue,
              East 58th Street, East 59th Street and Third Avenue,
                               New York, New York

                              as of April 30, 2001

   2

                                TABLE OF CONTENTS

                                                                                                                      PAGE
                                                                                                                  
ARTICLE 1  DEMISE, PREMISES, TERM, RENT...........................................................................     28

ARTICLE 2  USE AND OCCUPANCY......................................................................................     31

ARTICLE 3  ALTERATIONS............................................................................................     43

ARTICLE 4  REPAIRS-FLOOR LOAD.....................................................................................     58

ARTICLE 5  WINDOW CLEANING........................................................................................     60

ARTICLE 6  LEGAL AND INSURANCE REQUIREMENTS.......................................................................     61

ARTICLE 7  SUBORDINATION..........................................................................................     63

ARTICLE 8  RULES AND REGULATIONS..................................................................................     85

ARTICLE 9  INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT......................................................     86

ARTICLE 10 DESTRUCTION-FIRE OR OTHER CAUSE.......................................................................      91

ARTICLE 11 EMINENT DOMAIN........................................................................................      98

ARTICLE 12 ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.................................................................     100

ARTICLE 13 ELECTRICITY...........................................................................................     126

ARTICLE 14 ACCESS TO TENANT AREAS; UNTENANTABILITY...............................................................     129

ARTICLE 15 CERTIFICATE OF OCCUPANCY..............................................................................     135

ARTICLE 16 DEFAULT...............................................................................................     137

ARTICLE 17 REMEDIES AND DAMAGES..................................................................................     140

ARTICLE 18 FEES AND EXPENSES.....................................................................................     142

ARTICLE 19 NO REPRESENTATIONS BY LANDLORD........................................................................     144

ARTICLE 20 END OF TERM...........................................................................................     144

ARTICLE 21 QUIET ENJOYMENT.......................................................................................     145

                                      -i-
   3

                                                                                                                  
ARTICLE 22 CONSTRUCTION OF THE BUILDING AND THE PREMISES.........................................................     145

ARTICLE 23 NO WAIVER.............................................................................................     187

ARTICLE 24 WAIVER OF TRIAL BY JURY...............................................................................     188

ARTICLE 25 BILLS AND NOTICES.....................................................................................     189

ARTICLE 26 ESCALATION............................................................................................     190

ARTICLE 27 SERVICES..............................................................................................     209

ARTICLE 28 LIMITATION ON TENANT'S LIABILITY......................................................................     214

ARTICLE 29 PARKING...............................................................................................     214

ARTICLE 30 CAPTIONS..............................................................................................     215

ARTICLE 31 PARTIES BOUND.........................................................................................     216

ARTICLE 32 BROKER................................................................................................     216

ARTICLE 33 INDEMNITY.............................................................................................     216

ARTICLE 34 ADJACENT EXCAVATION-SHORING...........................................................................     219

ARTICLE 35 ADDITIONAL PROVISIONS.................................................................................     220

ARTICLE 36 OPTION SPACE..........................................................................................     225

ARTICLE 37 RENEWAL TERM..........................................................................................     234

ARTICLE 38 RENTAL VALUE..........................................................................................     237

ARTICLE 39 TENANT'S SIGNS........................................................................................     241

ARTICLE 40 CERTAIN RESTRICTIONS..................................................................................     245

ARTICLE 41 GOVERNMENTAL INCENTIVES...............................................................................     252

ARTICLE 42 ROOF RIGHTS...........................................................................................     254

                                      -ii-
   4

                                    EXHIBITS

Exhibit Definitions-A               Comparison Amounts
Exhibit Definitions-B               Deliverable Units
Exhibit Definitions-C               Land
Exhibit Definitions-D               List of Regular Competitors
Exhibit Definitions-E               List of Primary Competitors
Exhibit Definitions-F               Usable Area
Exhibit Definitions-G               Work Exhibit
Exhibit 2.6                         Neutral Zone
Exhibit 3.1                         Approved Contractors and Architects
Exhibit 3.9                         Approved Alterations
Exhibit 7.10                        Financial Disclosure Provisions
Exhibit 7.12                        Existing Mortgages
Exhibit 12.6                        Form of Consent to Sublease
Exhibit 12.8                        Form of Consent to Assignment
Exhibit 22.1                        Schematic Drawings
Exhibit 22.4                        Incremental Area from Prior Building Design
Exhibit 22.6                        Construction Milestone Stages
Exhibit 22.8                        Existing Leases
Exhibit 26.1                        Comparable Properties
Exhibit 26.2                        Calculation of Section 421-a Reduction
Exhibit 35.5                        Form of Memorandum of Lease
Exhibit 39.1                        Tenant's Signs

                                      -iii-
   5
         AGREEMENT OF LEASE, made as of the 30th day of April, 2001, between
Landlord and Tenant.

                              W I T N E S S E T H:

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

                                   DEFINITIONS

         "AAA" shall mean the American Arbitration Association, or its
successor.

         "Abatement Event" shall have the meaning set forth in Section 14.5
hereof.

         "Abatement Percentage" shall have the meaning set forth in Section 14.5
hereof.

         "Access Tunnel" shall have the meaning set forth in Section 22.1
hereof.

         "Actual Tax Amount" shall have the meaning set forth in Section 26.1
hereof.

         "Additional Antennae" shall have the meaning set forth in Section 42.1
hereof.

         "Additional Antennae Site" shall have the meaning set forth in Section
42.1 hereof.

         "Affiliate" shall mean a Person which (1) Controls, (2) is under the
Control of, or (3) is under common Control with, the Person in question.

         "Alexander's" shall mean Alexander's Inc., a Delaware corporation.

         "Alterations" shall mean alterations, installations, improvements,
additions or other physical changes (other than decorations, such as painting,
wall covering and floor covering) made by or on behalf of Tenant in or about the
Premises (it being understood that the Work shall not constitute Alterations for
purposes hereof).

         "Antennae" shall have the meaning set forth in Section 42.2 hereof.

         "Antennae Site" shall have the meaning set forth in Section 42.2
hereof.

         "Applicable Area" shall have the meaning set forth in Section 38.1
hereof.

         "Applicable Date" shall have the meaning set forth in Section 38.1
hereof.

         "Applicable Financing" shall have the meaning set forth in Section 7.13
hereof.

         "Applicable Financing Term" shall have the meaning set forth in Section
7.13 hereof.

                                       1
   6

         "Applicable Option Space" shall have the meaning set forth in Section
36.2 hereof.

         "Applicable Option Space Items" shall have the meaning set forth in
Section 36.5 hereof.

         "Applicable Percentage" shall have the meaning set forth in Section
22.8 hereof.

         "Applicable Rate" shall mean the lesser of (x) two (2) percentage
points above the then current Base Rate, and (y) the maximum rate permitted by
applicable law.

         "Applicable Review Period" shall have the meaning set forth in Section
22.3 hereof.

         "Applicable Signage Option Space" shall have the meaning set forth in
Section 39.1 hereof.

         "Applicable Terms" shall have the meaning set forth in Section 12.11
hereof.

         "Appraiser" shall have the meaning set forth in Section 38.3 hereof.

         "Assessed Valuation" shall have the meaning set forth in Section 26.1
hereof.

         "Asset Acceptance Notice" shall have the meaning set forth in Section
40.1 hereof.

         "Assignment Proceeds" shall have the meaning set forth in Section 12.8
hereof.

         "Assignment Recapture" shall have the meaning set forth in Section 12.8
hereof.

         "Assignment Statement" shall have the meaning set forth in Section 12.8
hereof.

         "Available Reduction Amount" shall have the meaning set forth in
Section 26.2 hereof.

         "Average Comparable Property Increase Rate" shall have the meaning set
forth in Section 26.1 hereof.

         "Bankruptcy Code" shall mean 11 U.S.C. Section 101 et seq., as amended
from time to time from and after the date hereof, or any statute of similar
nature and purpose.

         "Base Capacity" shall have the meaning set forth in Section 13.2
hereof.

         "Base Premises" shall mean (i) the third (3rd), fourth (4th), fifth
(5th), sixth (6th), seventh (7th), eighth (8th), ninth (9th) and tenth (10th)
floors of the Lexington Avenue Building, (ii) the fourth (4th), fifth (5th),
sixth (6th) and seventh (7th) floors of the Third Avenue Building, and (iii) the
Bridge Building; provided, however, that the Base Premises shall not include any
portion of the aforesaid space in the Building that is used for Remote Building
Systems or for Shared Building Systems.

                                       2
   7
         "Base Rate" shall mean the rate of interest publicly announced from
time to time by The Chase Manhattan Bank, or its successor, as its "prime
lending rate" in New York City (or such other term as may be used by The Chase
Manhattan Bank, from time to time, for the rate presently referred to as its
"prime lending rate"), which rate was eight percent (8%) per annum on April 17,
2001.

         "Base Rental Amount" shall have the meaning set forth in Section 38.1
hereof.

         "Basic Amenities" shall have the meaning set forth in Section 2.5
hereof.

         "Basic Antennae" shall have the meaning set forth in Section 42.1
hereof.

         "Basic Antennae Site" shall have the meaning set forth in Section 42.1
hereof.

         "Basic Commencement Date" shall mean the date hereof.

         "Basic Premises" shall mean the Premises, other than portions thereof
that consist of Upper Option Space or Lower Option Space.

         "Blended Comparison Amount" shall mean the product obtained by
multiplying (x) the number of square feet of Rentable Area of the Applicable
Option Space that constitutes Lower Option Space, by (y) (I) Fifty-Two and
39/100 Dollars ($52.39), with respect to 1st Rental Period, (II) Fifty-Eight and
15/100 Dollars ($58.15), with respect to the 2nd Rental Period, (III) Sixty-Four
and 55/100 Dollars ($64.55), with respect to the 3rd Rental Period, (IV)
Seventy-One and 65/100 Dollars ($71.65), with respect to the 4th Rental Period,
(V) Seventy-Nine and 53/100 Dollars ($79.53), with respect to the 5th Rental
Period, (VI) Eighty-Eight and 28/100 Dollars ($88.28), with respect to the 6th
Rental Period, and (VII) Ninety-Seven and 99/100 Dollars ($97.99), with respect
to the 7th Rental Period.

         "Bloomberg" shall mean Bloomberg L.P., a Delaware limited partnership,
having an address as of the date hereof at 499 Park Avenue, New York, New York
10022.

         "Bloomberg Party" shall mean (x) Bloomberg, (y) an Affiliate of
Bloomberg, or (z) a Person that takes the tenant's interest hereunder by
assignment from Bloomberg or an Affiliate of Bloomberg pursuant to a transaction
of the nature described in Section 12.4(C) hereof or Section 12.4(E) hereof.

         "Board of Managers" shall have the meaning set forth in Section 7.7
hereof.

         "Bond Lease" shall have the meaning set forth in Section 7.11 hereof.

         "Bridge Building" shall mean the structure identified as the "Bridge
Building" on the Schematic Drawings, including, without limitation, the
equipment and improvements therein (as such structure, equipment or improvements
may be altered, replaced or supplemented from time to time, subject to and in
accordance with the terms hereof).

                                       3
   8

         "Broker" shall have the meaning set forth in Article 32 hereof.

         "Building" shall mean, collectively, the Third Avenue Building, the
Bridge Building and the Lexington Avenue Building.

         "Building Lobby" shall have the meaning set forth in Section 2.3
hereof.

         "Building Plans" shall have the meaning set forth in Section 22.3
hereof.

         "Building Standard" shall have the meaning set forth in Section 4.1
hereof.

         "Building Systems" shall mean the mechanical, gas, electrical,
sanitary, sprinkler, emergency electrical generation, HVAC, elevator, plumbing,
life-safety and other service and utility systems of the Building (other than
any such system that Tenant installs as an Alteration to service the Premises
exclusively).

         "Business Days" shall mean all days, excluding Saturdays, Sundays and
all days observed by either the State of New York or the Federal Government and
by the labor unions servicing the Building as legal holidays.

         "By-Laws" shall mean the by-laws of the Condominium.

         "Casualty Statement" shall have the meaning set forth in Section 10.1
hereof.

         "Combined Tax Lot" shall have the meaning set forth in Section 26.2
hereof.

         "Combined Tax Lot Area" shall have the meaning set forth in Section
26.2 hereof.

         "Combined Tax Lot Period" shall have the meaning set forth in Section
26.2 hereof.

         "Commencement Cutoff Date" shall have meaning set forth in Section 22.8
hereof.

         "Commencement Date" shall mean, subject to Section 22.1 hereof, with
respect to each Deliverable Unit, the date that Landlord has Substantially
Completed the Pre-Delivery Work for such Deliverable Unit, and delivered vacant
and exclusive possession of such Deliverable Unit to Tenant pursuant to the
provisions of Article 22 hereof (with the understanding, however, that the
Commencement Date for a Deliverable Unit shall not occur unless Landlord has
given at least ten (10) Business Days of advance Construction Notice thereof to
Tenant).

         "Common Charges" shall have the meaning set forth in Section 26.1
hereof.

         "Comparable Properties" shall have the meaning set forth in Section
26.1 hereof.

         "Comparable Property Change Rate" shall have the meaning set forth in
Section 26.1 hereof.

                                       4
   9
         "Comparison Amount" shall mean, at a particular time, the product
obtained by multiplying (a) the number of square feet of Rentable Area demised
under a Major Sublease or comprising Recapture Space, by (b) the amount
applicable at such time, as set forth on Exhibit Definitions-A attached hereto
and made a part hereof.

         "Competitor" shall mean, at any particular time, a Person listed at
such time on the List of Regular Competitors or the List of Primary Competitors.

         "Condominium" shall mean (i) the arrangement that exists among the
owners of the fee interests in real property that are located at the Land as
described in the Subdivision Agreement (during the period that the Subdivision
Agreement is in effect), and (ii) the condominium that is created by the
Statutory Condominium Declaration (from and after the date that the Statutory
Condominium Declaration becomes effective).

         "Condominium Association" shall mean, collectively, (i) the board that
governs the business and affairs of the Condominium, and (ii) any other board
created by the Condominium Declaration that governs a portion of the Building
that includes all or part of the Premises.

         "Condominium Declaration" shall mean (i) the Subdivision Agreement
(during the period that the Subdivision Agreement is in effect), and (ii) the
Statutory Condominium Declaration (from and after the date that the Statutory
Condominium Declaration becomes effective), and, in either case, the By-Laws.

         "Condominium Nondisturbance Agreement" shall have the meaning set forth
in Section 7.7 hereof.

         "Construction Expert" shall have the meaning set forth in Section 22.2
hereof.

         "Construction Hoist" shall mean the Tower Hoist, the Shared Hoist, or
any other construction hoist that Landlord erects or causes to be erected to
accommodate the construction of the Building in accordance with the Logistics
Plan.

         "Construction Notice" shall have the meaning set forth in Section 25.2
hereof.
         "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 the determination of adjustments provided for herein shall be made
with the use of such conversion factor, formula or table for converting the
Consumer Price Index as may be published by the Bureau of Labor Statistics or,
if said Bureau shall not publish the same, then with the use of such conversion
factor, formula or table as may be published by Prentice-Hall, Inc., or any
other nationally recognized publisher of similar statistical information. If the
Consumer Price Index ceases to be published, and there is no successor thereto,
then such other index as Landlord and Tenant agree upon in writing shall be
substituted for the Consumer
                                       5
   10

Price Index. If Landlord and Tenant are unable to agree as to such substituted
index, then either party shall have the right to submit such matter to an
Expedited Arbitration Proceeding.

         "Contractor" shall mean the Person (acting as a construction manager,
contractor, subcontractor or material supplier) that provides labor or materials
for a particular Alteration or Work Component, as the case may be.

         "Control" or "control" shall mean (i) direct or indirect ownership of
more than fifty percent (50%) of the outstanding voting stock of a corporation
or other majority equity interest if not a corporation, or (ii) the power or
authority to control the management or affairs of a Person, whether by reason of
(a) direct or indirect ownership of a particular portion of the total equity
interest in such Person, (b) the terms of a contract, or (c) another means.

         "Conversion Notice" shall have the meaning set forth in Section 7.11
hereof.

         "Credit Rating" shall mean a credit rating issued by Standard & Poor's,
Moody's, or another nationally recognized rating agency.

         "Credit Requirement" shall mean the requirement that, at any particular
time, a Person has either (i) a Credit Rating of no less than BBB issued by
Standard & Poor's (or such other designation that is the same as, or
substantially the same as, a BBB rating issued by Standard & Poor's as of the
date hereof), or (ii) Net Cash Flow of no less than fifteen (15) times the
annual Fixed Rent payable by Tenant hereunder at such time.

         "Deficiency" shall have the meaning set forth in Section 17.2 hereof.

         "Deliverable Unit" shall mean, subject to Section 22.1(E) hereof and
Section 36.11 hereof, each portion of the Initial Premises as described on
Exhibit Definitions-B attached hereto and made a part hereof.

         "Direct Equity" shall have the meaning set forth in Section 40.1
hereof.

         "Early Option" shall have the meaning set forth in Section 36.11
hereof.

         "Early Option Notice" shall have the meaning set forth in Section 36.11
hereof.

         "Electricity Fee" shall have the meaning set forth in Section 13.3
hereof.

         "Emergency" shall mean any situation where the applicable Person, in
its reasonable judgment, concludes that a particular action (including, without
limitation, the expenditure of funds) is immediately necessary (i) to avoid
imminent material damage to all or any material portion of the Building or
Premises, (ii) to protect any person from imminent harm, or (iii) to avoid the
imminent unforeseen and unforeseeable suspension of any necessary material
service in or to the Building or the Premises, the failure of which service
would have a material and adverse effect on the Building or the Premises.

                                       6
   11

         "Emergency Generator System" shall have the meaning set forth in
Section 2.10 hereof.

         "Entire Premises" shall mean, subject to Section 14.4 hereof, (i) the
Tower Premises, (ii) the Base Premises, and (iii) the Lower Level Space;
provided, however, that the Entire Premises shall also include any Applicable
Option Space from and after the applicable Option Space Commencement Date
therefor.

         "Environmental Laws" shall mean all applicable federal, state and local
environmental, health or safety statutes, laws, rules, ordinances and codes
(whether now existing or hereafter enacted or promulgated) of all Governmental
Authorities and all judicial and administrative and regulatory decrees,
judgments and orders that are applicable to the Land, relating to injury to, or
the protection of, real or personal property or human health or the environment,
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the Emergency
Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et
seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the
Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C.
Section 1251 et seq., the Safe Water Drinking Act, 42 U.S.C. Section 300f et
seq., the Occupational Safety and Health Act, 29 U.S.C. Section 641 et seq.,
Local Laws 76 and 80 of the City of New York and the New York Industrial Waste
Management Act, ECL Section 27-0900 et seq.

         "Equity Acceptance Notice" shall have the meaning set forth in Section
40.1 hereof.

         "Equity Creditor" shall have the meaning set forth in Section 40.1
hereof.

         "Escalation Rent" shall mean, collectively, the Tax Payment and the
Operating Payment.

         "Escalation Rent Per Square Foot" shall have the meaning set forth in
Section 12.7 hereof.

         "Event of Default" shall have the meaning set forth in Section 16.1
hereof.

         "Exclusive Lobby Area" shall have the meaning set forth in Section 2.3
hereof.

         "Existing Leases" shall have the meaning set forth in Section 22.8
hereof.

         "Existing Mortgages" shall have the meaning set forth in Section 7.12
hereof.

         "Expedited Arbitration Proceeding" shall mean a binding arbitration
proceeding conducted in The City of New York under the Commercial Arbitration
Rules of the AAA and administered pursuant to the Expedited Procedures
provisions thereof; provided, however, that with respect to any such
arbitration, (i) the list of arbitrators referred to in Section E-5(b) shall be
returned within five (5) Business Days from the date of mailing; (ii) the
parties shall notify the AAA by telephone, within four (4) Business Days, of any
objections to the arbitrator appointed and, subject to clause (vii) below, shall
have no right to object if the arbitrator so appointed was

                                       7
   12
on the list submitted by the AAA and was not objected to in accordance with
Section E-5(b) as modified by clause (i) above; (iii) the notification of the
hearing referred to in Section E-8 shall be four (4) Business Days in advance of
the hearing; (iv) the hearing shall be held within seven (7) Business Days after
the appointment of the arbitrator; (v) the arbitrator shall have no right to
award damages; (vi) the decision of the arbitrator shall be final and binding on
the parties; and (vii) the arbitrator shall not have been employed by either
party (or their respective Affiliates) during the period of three (3) years
prior to the date of the Expedited Arbitration Proceeding. In connection with an
Expedited Arbitration Proceeding that is instituted to select the Construction
Expert or the Appraiser, the parties shall each pay one-half (1/2) of the
arbitrator's fees. In connection with any other Expedited Arbitration
Proceeding, the arbitrator shall determine the extent to which each party is
successful in such Expedited Arbitration Proceeding in addition to rendering a
decision on the dispute submitted. If the arbitrator determines that one (1)
party is entirely unsuccessful, then such party shall pay all of the fees of
such arbitrator. If the arbitrator determines that both parties are partially
successful, then each party shall be responsible for such arbitrator's fees only
to the extent such party is unsuccessful (e.g., if Landlord is eighty percent
(80%) successful and Tenant is twenty (20%) successful, then Landlord shall be
responsible for twenty percent (20%) of such arbitrator's fees and Tenant shall
be responsible for eighty percent (80%) of such arbitrator's fees).

         "Expiration Date" shall mean the Fixed Expiration Date or such earlier
or later date on which the Term shall sooner or later end pursuant to any of the
terms, conditions or covenants of this Lease or pursuant to Requirements.

         "Extended Option Term" shall have the meaning set forth in Section 36.7
hereof.

         "Fair Market Rent" shall have the meaning set forth in Section 38.1
hereof.

         "5th Rental Period" shall have the meaning set forth in Section 1.1
hereof.

         "Financial Disclosure Provisions" shall have the meaning set forth in
Section 7.10 hereof.

         "Fire Stairs" shall have the meaning set forth in Section 2.7 hereof.

         "Firm Renewal Date" shall have the meaning set forth in Section 26.1
hereof.

         "First Commencement Date" shall mean the first to occur of each of the
Commencement Dates.

         "First Delivery Component" shall mean (i) the portions of the Initial
Premises that are located on the third (3rd), eighth (8th), ninth (9th) and
tenth (10th) floors of the Lexington Avenue Building, (ii) the portions of the
Initial Premises that are located on the fourth (4th), fifth (5th), sixth (6th)
and seventh (7th) floors of the Building, and (iii) the First Lower Level Space.

         "First Lower Level Space" shall have the meaning set forth in Section
22.1 hereof.
                                       8
   13
         "First Milestone Date" shall have the meaning set forth in Section 22.6
hereof.

         "First Price Space" shall mean the portions of the Initial Premises on
the third (3rd), fourth (4th), fifth (5th) or sixth (6th) floors of the
Building, or on the seventh (7th) floor of the Third Avenue Building.

         "First Rating Agency" shall have the meaning set forth in Section 7.13
hereof.

         "1st Rental Period" shall have the meaning set forth in Section 1.1
hereof.

         "First Tenant Tax Year" shall have the meaning set forth in Section
26.1 hereof.

         "Fixed Expiration Date" shall mean the date immediately preceding the
twenty-fifth (25th) anniversary of the last to occur of each of the Commencement
Dates applicable to the Initial Premises; provided, however, that in no event
shall the Fixed Expiration Date occur later than the twenty-sixth (26th)
anniversary of the First Commencement Date.

         "Fixed Rent" shall have the meaning set forth in Article 1 hereof.

         "Fixed Rent Payment Date" shall mean the first (1st) day of a calendar
month, except that if the first (1st) day of a calendar month is a Saturday, a
Sunday or a day observed by either the State of New York or the Federal
Government as a legal holiday, then the Fixed Rent Payment Date for such month
shall be the first (1st) day of such month that is not a Saturday, a Sunday, or
a day observed by either the State of New York or the Federal Government as a
legal holiday.

         "Fourth Milestone Date" shall have the meaning set forth in Section
22.6 hereof.

         "4th Rental Period" shall have the meaning set forth in Section 1.1
hereof.

         "Garage Area" shall have the meaning set forth in Section 29.1 hereof.

         "Governmental Authority" shall mean the United States of America, the
State of New York, The City of New York, any political subdivision thereof and
any agency, department, commission, board, bureau or instrumentality of any of
the foregoing, or any quasi-governmental authority, now existing or hereafter
created, having jurisdiction over the Building.

         "Guarantor" shall have the meaning set forth in Section 7.11 hereof.

         "Guaranty" shall have the meaning set forth in Section 7.11 hereof.

         "Guaranty Credit Requirements" shall have the meaning set forth in
Section 7.11 hereof.

         "Headquarters Space" shall mean, at any particular time, all of the
Rentable Area of the Premises occupied by Bloomberg Parties for the conduct of
business, provided that, at such time, (i) no less than two-thirds (2/3) of the
senior executives of Bloomberg who are headquartered in

                                       9
   14
the United States maintain their principal offices at the Premises, and (ii) no
space other than the Premises is designated by Bloomberg, or is commonly known
as, Bloomberg's headquarters in the United States.

         "Highest Basic Floor" shall mean the twenty-first (21st) floor of the
Lexington Avenue Building, except that if Tenant exercises the Early Option or
the Shortage Option, then the Highest Basic Floor shall be the highest floor in
the Building that Tenant leases from Landlord pursuant to Section 36.11 hereof.

         "High Rise Office Elevators" shall have the meaning set forth in the
Work Exhibit.

         "High Rise Portion" shall have the meaning set forth in Section 36.11
hereof.

         "Holdover Costs" shall have the meaning set forth in Section 22.8
hereof.

         "Holdover Excess" shall have the meaning set forth in Section 22.8
hereof.

         "Holdover Premises" shall have the meaning set forth in Section 22.8
hereof.

         "Holdover Terms" shall have the meaning set forth in Section 22.8
hereof.

         "Hourly Hoist Rate" shall have the meaning set forth in Section 22.14
hereof.

         "HVAC" shall mean heat, ventilation and air conditioning.

         "HVAC Systems" shall mean the Building Systems providing HVAC.

         "Impeding Building Violation" shall have the meaning set forth in
Section 3.8 hereof.

         "Impeding Premises Violation" shall have the meaning set forth in
Section 3.8 hereof.

         "Incremental Area" shall mean the area of staircases, shaftways and
telecommunications areas that would have otherwise constituted Usable Area
(assuming that Landlord constructed the Building in accordance with the Building
Standard to accommodate a first-class office occupancy) but for Landlord's
installing or expanding the area of such staircases, shaftways and
telecommunications areas to accommodate Tenant's particular requirements;
provided, however, that (W) the Incremental Area shall not include any portion
of the area of the shafts used for the central HVAC System, (X) in respect of
the fresh air supply and return shaft areas that are located above the second
(2nd) floor of the Building and that Tenant and other occupants of the Building
share, the Incremental Area thereof shall be deemed to be the portion of the
area thereof that Landlord is constructing as a Tenant Upgrade Work Component,
and (Y) the area used for fresh air and kitchen exhaust below the third (3rd)
floor of the Building shall not constitute Incremental Area except to the extent
that such area exceeds the area that retail tenants customarily require.

                                       10
   15
         "Indemnitee" shall have the meaning set forth in Section 33.2 hereof.

         "Indemnitor" shall have the meaning set forth in Section 33.2 hereof.

         "Indirect Equity" shall have the meaning set forth in 40.1 hereof.

         "Initial Alterations" shall mean the Alterations to be made by Tenant
to prepare the Initial Premises for Tenant's initial occupancy.

         "Initial Lease" shall have the meaning set forth in Section 7.11
hereof.

         "Initial Premises" shall mean, subject to Section 14.4 hereof, (i) the
Base Premises, (ii) the Tower Premises, and (iii) the Lower Level Space.

         "Initial Term Option Space" shall have the meaning set forth in Section
37.1 hereof.

         "Inspection Access" shall have the meaning set forth in Section 14.1
hereof.

         "Institutional Lender" shall mean a savings bank, a savings and loan
association, a commercial bank or trust company (whether acting individually, as
a trustee, as a servicing agent or in a fiduciary capacity), a private pension
fund, a credit union or credit company, an insurance company, a religious,
educational or eleemosynary institution, a federal, state or municipal
employee's welfare, benefit, pension or retirement fund, any governmental agency
or entity insured by a governmental agency, any brokerage or investment banking
organization (or an Affiliate thereof), whether acting in its own capacity or on
behalf of its clients, any real estate mortgage investment conduit or similar
investment vehicle, or any combination of Persons that would otherwise
constitute Institutional Lenders; provided, however, that (i) a Person (other
than a real estate mortgage investment conduit or similar investment vehicle)
shall not constitute an Institutional Lender for purposes hereof unless such
Person (or such Person and its Affiliates) has net assets of at least Two
Hundred Fifty Million Dollars ($250,000,000), and (ii) an Institutional Lender
shall also include any other Person that is generally recognized in the capital
markets as an institutional lender from and after the date hereof.

         "Interference Area" shall have the meaning set forth in Section 14.5
hereof.

         "Interference Day" shall have the meaning set forth in Section 14.5
hereof.

         "Joint Protest Period" shall have the meaning set forth in Section 26.1
hereof.

         "Land" shall mean the plot of land described in Exhibit Definitions-C
attached hereto and made a part hereof.

         "Landlord", on the date as of which this Lease is made, shall mean
Seven Thirty One Limited Partnership, a New York limited partnership, having an
office c/o Vornado Realty Trust, 210 Route 4 East, Paramus, New Jersey 07652,
but thereafter "Landlord" shall mean only the fee

                                       11
   16
owner of the Entire Premises or, if there exists a Superior Lease, the tenant
thereunder (unless the fee owner of the Premises and the tenant under such
Superior Lease is the same Person, in which case "Landlord" shall mean the fee
owner of the Entire Premises and the tenant under such Superior Lease, jointly
and severally).

         "Landlord Admission Agreement" shall have the meaning set forth in
Section 7.11 hereof.

         "Landlord Default" shall have the meaning set forth in Section 18.3
hereof.

         "Landlord Ceiling Zone" shall have the meaning set forth in Section 2.6
hereof.

         "Landlord Indemnitees" shall mean (x) Landlord, Lessors, and
Mortgagees, and their respective partners, principals, members, managers,
shareholders, officers, directors, employees, servicing agents, trustees and
agents, and (y) the Condominium Association, the managing agent therefor, and
the members of the Board of Managers and any Subordinate Board of Managers.

         "Landlord Owners" shall have the meaning set forth in Section 7.8
hereof.

         "Landlord Party" shall have the meaning set forth in Section 26.1
hereof.

         "Landlord Protest Period" shall have the meaning set forth in Section
26.1 hereof.

         "Landlord Restoration Items" shall mean (i) the structural components
of (I) the Entire Premises, (II) the other Tenant Areas, and (III) other
portions of the Building that Tenant has the right to use hereunder, (ii) the
floor slabs of (I) the Entire Premises, (II) the other Tenant Areas, and (III)
other portions of the Building that Tenant has the right to use hereunder, (iii)
the Building core areas of the Entire Premises, (iv) the curtain wall of the
Entire Premises and the other Tenant Areas, (v) the Premises Systems, (vi) the
Shared Building Systems, and (vii) the Shared Lobby.

         "Landlord's Determination" shall have the meaning set forth in Section
38.3 hereof.

         "Landlord's Exclusive Hoist Period" shall have the meaning set forth in
Section 22.14 hereof.

         "Landlord's Liability Policy" shall have the meaning set forth in
Section 9.3 hereof.

         "Landlord's Property Policy" shall have the meaning set forth in
Section 9.3 hereof.

         "Last Commencement Date" shall mean the last to occur of each of the
Commencement Dates applicable to the Initial Premises; provided, however, that
(x) in no event shall the Last Commencement Date occur later than December 31,
2006 (it being understood that the Last Commencement Date being deemed to be
December 31, 2006 shall not impair Landlord's obligation to perform the Work in
accordance with Article 22 hereof), and (y) nothing contained

                                       12
   17
in this definition obligates Landlord to cause the Commencement Date for each
Deliverable Unit to occur prior to the first (1st) anniversary of the Last
Commencement Date.

         "Last Rent Commencement Date" shall mean the last to occur of each of
the Rent Commencement Dates applicable to the Initial Premises; provided,
however, that (I) the Last Rent Commencement Date shall not occur later than the
day that corresponds to the Last Commencement Date in the ninth (9th) calendar
month following the calendar month during which the Last Commencement Date
occurs, except that if there is no day in such ninth (9th) calendar month that
corresponds to the Last Commencement Date, then the Last Rent Commencement Date
shall be the first (1st) day of the tenth (10th) calendar month following the
calendar month during which the Last Commencement Date occurs, and (II) nothing
contained in this definition obligates Tenant to commence the payment of Fixed
Rent for any Deliverable Unit prior to the Rent Commencement Date therefor.

         "Lease Conversion" shall have the meaning set forth in Section 7.11
hereof.

         "Lease Conversion Date" shall have the meaning set forth in Section
7.11 hereof.

         "Lease Conversion Documents" shall have the meaning set forth in
Section 7.11 hereof.

         "Lessor" shall mean a lessor under a Superior Lease.

         "Lexington Avenue Building" shall mean the building identified as the
"Lexington Avenue Building" on the Schematic Drawings, including, without
limitation, the equipment and improvements therein (as such building, equipment
or improvements may be altered, replaced, or supplemented from time to time,
subject to and in accordance with the terms hereof).

         "Lexington Place Courtyard" shall mean the courtyard located between
the Lexington Avenue Building and the Third Avenue Building.

         "License Fee" shall have the meaning set forth in Section 42.3 hereof.

         "List of Primary Competitors" shall mean, subject to the terms of
Section 40.6 hereof, the list of Persons set forth on Exhibit Definitions-D
attached hereto and made a part hereof.

         "List of Regular Competitors" shall mean the list of Persons set forth
on Exhibit Definitions-E attached hereto and made a part hereof, as such list
may be revised from time to time pursuant to the terms of Section 40.6 hereof.

         "Logistics Plan" shall have the meaning set forth in Section 22.5
hereof.

         "Long Lead Area" shall have the meaning set forth in Section 14.1
hereof.

         "Long Term Sublease" shall have the meaning set forth in Section 12.6
hereof.

                                       13
   18
         "Lower Level Space" shall mean, subject to Article 22 hereof, (i) the
portion of Lower Level 2 of the Building substantially as shown on the Schematic
Drawings, and (ii) a portion of Lower Level 3 of the Building that is comprised
of at least one thousand five hundred (1,500) square feet of Rentable Area and
that otherwise conforms with the Work Exhibit.

         "Lower Option Space" shall have the meaning set forth in Section 36.1
hereof.

         "Low Rise Office Elevators" shall have the meaning set forth in the
Work Exhibit.

         "Major Sublease" shall mean a sublease, between Tenant, as sublessor,
and a third party, as sublessee, which:

         (i)      Tenant enters into in accordance with the provisions of
                  Article 12 hereof,

         (ii)     demises to the sublessee not less than the entire Rentable
                  Area in a Major Sublease Unit,

         (iii)    expires no earlier than the day immediately preceding the
                  Fixed Expiration Date (or the day immediately preceding the
                  last day of the Renewal Term, with respect to any such
                  subleases that Tenant executes and delivers from and after the
                  first day of the Renewal Term, if Tenant has exercised the
                  Renewal Option),

         (iv)     demises to the sublessee the entire Rentable Area of each
                  Major Sublease Unit covered by such sublease (so that such
                  sublease does not demise only a portion of any Major Sublease
                  Unit),

         (v)      either (I) demises the uppermost or lowermost Major Sublease
                  Unit or Major Sublease Units in the Base Premises (if such
                  sublease demises any space in the Base Premises) (or, if
                  Landlord has theretofore entered into a Recognition Agreement
                  as contemplated by Section 12.10 hereof with a sublessee under
                  another Major Sublease for space in the Base Premises, then
                  the condition described in this clause (v) shall be deemed to
                  be satisfied if the portion of the Base Premises demised by
                  such other Major Sublease, and the portion of the Base
                  Premises demised by the particular sublease in question,
                  constitutes the uppermost or lowermost portion of the Base
                  Premises), or (II) demises the uppermost or lowermost Major
                  Sublease Unit or Major Sublease Units in the portion of the
                  Building at and above the fourth (4th) floor of the Building
                  and to and including the seventh (7th) floor of the Building
                  (if such sublease demises any space in such portion of the
                  Building) (or, if Landlord has theretofore entered into a
                  Recognition Agreement as contemplated by Section 12.10 hereof
                  with a sublessee under another Major Sublease for space in
                  such portion of the Building, then the condition described in
                  this clause (v) shall be deemed to satisfied if the portion of
                  the Building demised by such other Major Sublease, and the
                  particular sublease in question, constitutes the uppermost or
                  lowermost portion of such portion of the Building), and

                                       14
   19
         (vi)     demises either the uppermost or lowermost Major Sublease Unit
                  or Major Sublease Units in the Tower Premises and any Upper
                  Option Space theretofore demised to Tenant hereunder (if such
                  sublease demises any space in the Tower Premises or in such
                  Upper Option Space) (or, if Landlord has theretofore entered
                  into a Recognition Agreement as contemplated by Section 12.10
                  hereof with a sublessee under another Major Sublease for space
                  in the Tower Premises or such Upper Option Space, then the
                  condition described in this clause (vi) shall be deemed to be
                  satisfied if the portion of the Tower Premises or such Upper
                  Option Space demised by such other Major Sublease, and the
                  portion of the Tower Premises or such Upper Option Space
                  demised by the particular sublease in question, constitutes
                  the uppermost or lowermost portion of the Tower Premises and
                  such Upper Option Space).

         "Major Sublease Guarantor" shall mean a Person that executes and
delivers a Recognition Agreement or another agreement to guaranty (on terms that
are reasonably acceptable to Landlord) the performance of the obligations of the
subtenant under a Major Sublease on the Applicable Terms if such subtenant
becomes the direct tenant of Landlord.

         "Major Sublease Unit" shall mean one (1) or more of (i) the entire
Rentable Area on the second (2nd) floor of the Third Avenue Building (if Tenant
has theretofore exercised Tenant's right to lease such Lower Option Space
pursuant to Article 36 hereof), (ii) the entire Rentable Area on the second
(2nd) floor of the Lexington Avenue Building (if Tenant has theretofore
exercised Tenant's right to lease such Lower Option Space pursuant to Article 36
hereof), (iii) the entire Rentable Area on the third (3rd) floor of the
Lexington Avenue Building, (iv) the entire Rentable Area on the fourth (4th)
floor of the Building, (v) the entire Rentable Area on the fifth (5th) floor of
the Building, (vi) the entire Rentable Area on the sixth (6th) floor of the
Building, (vii) the entire Rentable Area on the seventh (7th) floor of the
Building, (viii) the entire Rentable Area on the eighth (8th) floor of the
Lexington Avenue Building, (ix) the entire Rentable Area on the ninth (9th)
floor of the Lexington Avenue Building, (x) the entire Rentable Area on the
tenth (10th) floor of the Lexington Avenue Building, (xi) the entire Rentable
Area on the thirteenth (13th) floor of the Lexington Avenue Building, (xii) the
entire Rentable Area on the fourteenth (14th) floor of the Lexington Avenue
Building, (xiii) the entire Rentable Area on the fifteenth (15th) floor of the
Lexington Avenue Building, (xiv) the entire Rentable Area on the sixteenth
(16th) floor of the Lexington Avenue Building, (xv) the entire Rentable Area on
the seventeenth (17th) floor of the Lexington Avenue Building, (xvi) the entire
Rentable Area on the eighteenth (18th) floor of the Lexington Avenue Building,
(xvii) the entire Rentable Area on the nineteenth (19th) floor of the Lexington
Avenue Building, (xviii) the entire Rentable Area on the twentieth (20th) floor
of the Lexington Avenue Building, (xix) the entire Rentable Area on the
twenty-first (21st) floor of the Lexington Avenue Building, (xx) the entire
Rentable Area on a floor in the Lexington Avenue Building with respect to which
Tenant exercises the Early Option or the Shortage Option in accordance with the
terms hereof, and (xxi) the entire Rentable Area on any floor of the Building at
or above the twenty-second (22nd) floor of the Building (if Tenant has
theretofore exercised Tenant's right to lease such Upper Option Space pursuant
to Article 36 hereof).
                                       15
   20
         "Mid Rise Office Elevators" shall have the meaning set forth in the
Work Exhibit.

         "Minimum Square Footage Requirement" shall mean the requirement that
(x) a Bloomberg Party is Tenant hereunder, and (y) Bloomberg Parties occupy as
Headquarters Space at least Three Hundred Fifty Thousand (350,000) square feet
of the Rentable Area in the Building; provided, however, that (I) if, at any
particular time, Bloomberg Parties do not occupy any portion of the Rentable
Area of the Building due to (i) damage to such portion of Rentable Area
resulting from a fire or other casualty, or (ii) Tenant's performance of
Alterations for Tenant's own occupancy of the Building (and Tenant is then
performing such Alterations with due diligence), then Tenant shall be deemed to
be in occupancy of such portion of Rentable Area for purposes of determining
whether the Minimum Square Footage Requirement is satisfied at such time, and
(II) Tenant shall be deemed to have satisfied the requirement described in
clause (y) above during the period commencing on the date hereof and ending on
the Last Rent Commencement Date.

         "Mortgage" shall mean any trust indenture or mortgage which may now or
hereafter affect the Premises (or any portion thereof) or any Superior Lease and
the leasehold interest created thereby, and all renewals, extensions,
supplements, amendments, modifications, consolidations and replacements thereof
or thereto, substitutions therefor, and advances made thereunder.

         "Mortgagee" shall mean any trustee, mortgagee or holder of a Mortgage.

         "Multi-Purpose Room" shall have the meaning set forth in the Work
Exhibit.

         "Mutual Determination" shall have the meaning set forth in Section 38.3
hereof.

         "Net Cash Flow" shall mean the amount by which a Person's net cash flow
provided by operating activities (as defined by generally accepted accounting
principles) exceeds mandatory debt repayment, as reflected on such Person's
audited financial statements for the most recently ended fiscal period of one
(1) year.

         "Neutral Zone" shall have the meaning set forth in Section 2.6 hereof.

         "Nondisturbance Agreement" shall have the meaning set forth in Section
7.1 hereof.

         "Non-Material Alterations" shall mean Alterations that do not require
Landlord's prior approval pursuant to Section 3.4 hereof.

         "Operating Expenses" shall have the meaning set forth in Section 26.1
hereof.

         "Operating Payment" shall have the meaning set forth in Section 26.1
hereof.

         "Operating Period" shall have the meaning set forth in Section 26.1
hereof.

         "Operating Statement" shall have the meaning set forth in Section 26.1
hereof.
                                       16
   21
         "Option" shall have the meaning set forth in Section 36.3 hereof.

         "Option Notice" shall have the meaning set forth in Section 36.2
hereof.

         "Option Space Commencement Date" shall have the meaning set forth in
Section 36.6 hereof.

         "Option Space Expiration Date" shall have the meaning set forth in
Section 36.3 hereof.

         "Option Space Holdover Notice" shall have the meaning set forth in
Section 36.6 hereof.

         "Option Term" shall have the meaning set forth in Section 36.3 hereof.

         "Partial Renewal Space" shall have the meaning set forth in Section
37.1 hereof.

         "Parties" shall have the meaning set forth in Section 35.2 hereof.

         "Permitted Deductible Amount" shall mean Two Hundred Thousand Dollars
($200,000), except that on January 1, 2002 and on January 1 of each succeeding
year during the Term, the Permitted Deductible Amount shall be adjusted to
reflect any increase in the Consumer Price Index over the Consumer Price Index
as of the date hereof.

         "Permitted Pit Areas" shall have the meaning set forth in Section 14.1
hereof.

         "Permitted Occupant" shall mean Tenant and any other Person that
occupies all or any portion of the Premises in accordance with the provisions of
Article 12 hereof.

         "Permitted Person" shall have the meaning set forth in Section 12.13
hereof.

         "Permitted Work Changes" shall have the meaning set forth in Section
22.3 hereof.

         "Person" or "person" shall mean any natural person or persons, a
partnership, a limited liability company, a corporation and any other form of
business or legal association or entity.

         "Post-Delivery Latent Items" shall have the meaning set forth in
Section 22.1 hereof.

         "Post-Delivery Punch List Items" shall have the meaning set forth in
Section 22.1 hereof.

         "Post-Delivery Work" shall mean the Work Components that are designated
as Post-Delivery Work on the Work Exhibit.

         "Post-Delivery Work Date" shall have the meaning set forth in Section
22.7 hereof.

         "Pre-Delivery Latent Items" shall have the meaning set forth in Section
22.1 hereof.

                                       17
   22
         "Pre-Delivery Punch List Items" shall have the meaning set forth in
Section 22.1 hereof.

         "Pre-Delivery Work" shall mean the Work Components that do not
constitute Post-Delivery Work.

         "Premises" shall mean, subject to the terms of Section 2.3 hereof, at
any particular time, each portion of the Initial Premises for which the
applicable Commencement Date, and each portion of the Upper Option Space or the
Lower Option Space for which the applicable Option Space Commencement Date, has
theretofore occurred.

         "Premises Elevators" shall have the meaning set forth in Section 27.1
hereof.

         "Premises System" shall mean any Building System that services the
Premises exclusively.

         "Premises Unit" shall have the meaning set forth in Section 7.7 hereof.

         "Price" shall have the meaning set forth in Section 22.2 hereof.

         "Pricing Notice" shall have the meaning set forth in Section 22.2
hereof.

         "Pricing Procedure Notice" shall have the meaning set forth in Section
22.2 hereof.

         "Primary Competitor" shall mean, at any particular time, a Person
listed on the List of Primary Competitors at such time.

         "Proceeds Depository" shall have the meaning set forth in Section 9.2
hereof.

         "Proposed Competitor Asset Transaction" shall have the meaning set
forth in Section 40.1 hereof.

         "Proposed Competitor Equity Transaction" shall have the meaning set
forth in Section 40.1 hereof.

         "Prospective Operating Statement" shall have the meaning set forth in
Section 26.4 hereof.

         "Protected Tenant" shall have the meaning set forth in Section 7.7
hereof.

         "Public Information Period" shall have the meaning set forth in Section
40.1 hereof.

         "Qualified Specialty Alteration" shall have the meaning set forth in
Section 3.1 hereof.

         "Qualifying Subtenant" shall mean a subtenant under a sublease for all
or any portion of the Premises that is consummated in accordance with Article 12
hereof.

                                       18
   23
         "Recapture Space" shall have the meaning set forth in Section 12.6
hereof.

         "Recapture Statement" shall have the meaning set forth in Section 12.6
hereof.

         "Recognition Agreement" shall have the meaning set forth in Section
12.10 hereof.

         "Recognition Effective Date" shall have the meaning set forth in
Section 12.11 hereof.

         "Recovered Elevators" shall have the meaning set forth in Section 27.1
hereof.

         "Recovered Lobby Area" shall have the meaning set forth in Section 27.1
hereof.

         "Regular Competitor" shall mean, at any particular time, a Person
listed on the List of Regular Competitors at such time.

         "Reimbursement Agreement" shall have the meaning set forth in Section
7.11 hereof.

         "Reimbursement Obligor" shall have the meaning set forth in Section
7.11 hereof.

         "Remote Building System" shall mean any Building System that provides
no service to the Premises.

         "Removed Space" shall have the meaning set forth in Section 37.1
hereof.

         "Renewal Notice" shall have the meaning set forth in Section 37.1
hereof.

         "Renewal Option" shall have the meaning set forth in Section 37.1
hereof.

         "Renewal Premises" shall have the meaning set forth in Section 37.1
hereof.

         "Renewal Term" shall have the meaning set forth in Section 37.1 hereof.

         "Rentable Area", with respect to a particular floor area, shall be the
product obtained by multiplying (a) the Usable Area of such floor area, by (b)
1.3157895.

         "Rental" shall mean and be deemed to include Fixed Rent, Escalation
Rent, all additional rent and any other sums payable by Tenant hereunder.

         "Rental Value" shall have the meaning set forth in Section 38.1 hereof.

         "Rent Commencement Date" shall mean, subject to Section 10.1 hereof and
Article 22 hereof, with respect to each Deliverable Unit, the day that
corresponds to the Commencement Date for such Deliverable Unit in the ninth
(9th) calendar month following the calendar month during which such Commencement
Date occurs, except that if there is no day in such ninth (9th) calendar month
that corresponds to the Commencement Date for such Deliverable Unit, then the

                                       19
   24
Rent Commencement Date for such Deliverable Unit shall be the first day of the
tenth (10th) calendar month following the calendar month during which such
Commencement Date occurs (so that, for example, (I) if January 5, 2003 is the
Commencement Date for a Deliverable Unit, then the Rent Commencement Date for
such Deliverable Unit shall be October 5, 2003, and (II) if May 30, 2003 is the
Commencement Date for a Deliverable Unit, then the Rent Commencement Date for
such Deliverable Unit shall be March 1, 2004).

         "Rent Notice" shall have the meaning set forth in Section 38.3 hereof.

         "Rent Per Square Foot" shall have the meaning set forth in Section 12.7
hereof.

         "Requirements" shall mean all present and future laws, rules, orders,
ordinances, regulations, statutes, requirements, codes and executive orders,
extraordinary as well as ordinary, of all Governmental Authorities now existing
or hereafter created, and of any and all of their departments and bureaus, and
of any applicable fire rating bureau, or other body exercising similar
functions.

         "Rescission Date" shall have the meaning set forth in Section 38.3
hereof.

         "Rescission Notice" shall have the meaning set forth in Section 37.1
hereof.

         "Response Notice" shall have the meaning set forth in Section 36.3
hereof.

         "Retail Area" shall have the meaning set forth in Section 40.3 hereof.

         "Revised Deadline" shall have the meaning set forth in Section 12.6
hereof.

         "Risers" shall have the meaning set forth in Section 2.9 hereof.

         "Rules and Regulations" shall mean the reasonable rules and regulations
that Landlord may from time to time adopt in accordance with Article 8 hereof,
subject, however, to Tenant's right to dispute the reasonableness of such rules
and regulations as provided in Article 8 hereof.

         "S&P Guidelines" shall have the meaning set forth in Section 7.11
hereof.

         "Scheduled Option Space Commencement Date" shall have the meaning set
forth in Section 36.2 hereof.

         "Schematic Drawings" shall have the meaning set forth in Section 22.1
hereof.

         "Second Bite Date" shall have the meaning set forth in Section 10.1
hereof.

         "Second Bite Termination Notice" shall have the meaning set forth in
Section 10.1 hereof.

                                       20
   25
         "Second Bite Warning Notice" shall have the meaning set forth in
Section 10.1 hereof.

         "Second Construction Milestone Stage" shall have the meaning set forth
in Section 22.6 hereof.

         "Second Lower Level Space" shall have the meaning set forth in Section
22.1 hereof.

         "Second Milestone Date" shall have the meaning set forth in Section
22.6 hereof.

         "Second Milestone Slide Amount" shall have the meaning set forth in
Section 22.6 hereof.

         "Second Price Space" shall mean the portions of the Initial Premises
that (i) constitute Lower Level Space, (ii) are located on the seventh (7th)
floor of the Lexington Avenue Building, or (iii) are located on the eighth
(8th), ninth (9th) or tenth (10th) floors of the Lexington Avenue Building.

         "Second Rating Agency" shall have the meaning set forth in Section 7.13
hereof.

         "2nd Rental Period" shall have the meaning set forth in Section 1.1
hereof.

         "Section 421-a Annual Amortization Amount" shall have the meaning set
forth in Section 26.2 hereof.

         "Section 421-a Costs" shall have the meaning set forth in Section 26.1
hereof.

         "Section 421-a Election" shall have the meaning set forth in Section
26.2 hereof.

         "Section 421-a Payment Amount" shall have the meaning set forth in
Section 26.2 hereof.

         "Section 421-a Reduction" shall have the meaning set forth in Section
26.2 hereof.

         "Section 421-a Start Date" shall have the meaning set forth in Section
26.1 hereof.

         "Section 421-a Tax Benefits" shall have the meaning set forth in
Section 26.1 hereof.

         "Section 421-a Tax Factor" shall have the meaning set forth in Section
26.1 hereof.

         "Secure Area" shall have the meaning set forth in Section 14.1 hereof.

         "Sensitive Area" shall have the meaning set forth in Section 14.1
hereof.

         "Settling Party" shall have the meaning set forth in Section 26.3
hereof.

         "7th Rental Period" shall have the meaning set forth in Section 1.1
hereof.

                                       21
   26

         "Shared Building System" shall mean any Building System that services
the Premises and any other parts of the Building.

         "Shared Hoist" shall have the meaning set forth in Section 22.14
hereof.

         "Shared Lobby Area" shall have the meaning set forth in Section 2.3
hereof.

         "Shortage Floor" shall have the meaning set forth in Section 36.11
hereof.

         "Shortage Option" shall have the meaning set forth in Section 36.11
hereof.

         "Shortage Option Notice" shall have the meaning set forth in Section
36.11 hereof.

         "Signage Option" shall have the meaning set forth in Section 39.1
hereof.

         "Signage Option Notice" shall have the meaning set forth in Section
39.1 hereof.

         "Signage Response Notice" shall have the meaning set forth in Section
39.1 hereof.

         "6th Rental Period" shall have the meaning set forth in Section 1.1
hereof.

         "Specialty Alterations" shall mean Alterations which involve the
perforation of the slab of any of the floors of the Premises (including, without
limitation, an Alteration consisting of the installation of an escalator,
elevator or internal staircase within the Premises) or which constitutes the
installation of a mezzanine in the Premises in accordance with Section 3.14
hereof; provided, however, that de minimis perforations of the slab of any of
the floors of the Premises in connection with the installation of pipes,
conduits and ducts shall not constitute Specialty Alterations for purposes
hereof.

         "Statutory Condominium Declaration" shall mean the condominium
declaration that Landlord makes to submit the ownership of the fee interest in
the Building (or portions thereof) to a condominium form of ownership in
accordance with Article 9-B of the Real Property Law (as such declaration may be
amended from time to time).

         "Statutory Condominium Declaration Date" shall have the meaning set
forth in Section 7.7 hereof.

         "Subdivision Agreement" shall mean an agreement, among Landlord and at
least one other owner of a fee interest in real property that is intended to be
used for residential purposes, pursuant to which the parties set forth their
agreement with respect to the ownership, management, restoration, and repair of
the Land and the Building, including, without limitation, the parties'
respective obligations to pay Taxes.

         "Subleasehold Assignment Proceeds" shall have the meaning set forth in
Section 12.8 hereof.

                                       22
   27
         "Subleasehold Assignment Recapture" shall have the meaning set forth in
Section 12.8 hereof.

         "Subleasehold Assignment Space" shall have the meaning set forth in
Section 12.8 hereof.

         "Subleasehold Assignment Statement" shall have the meaning set forth in
Section 12.8 hereof.

         "Sublease Expenses" shall have the meaning set forth in Section 12.7
hereof.

         "Sublease Profit" shall have the meaning set forth in Section 12.7
hereof.

         "Sublease Recapture" shall have the meaning set forth in Section 12.6
hereof.

         "Sublease Rent" shall have the meaning set forth in Section 12.7
hereof.

         "Sublease Rent Per Square Foot" shall have the meaning set forth in
Section 12.7 hereof.

         "Sublease Statement" shall have the meaning set forth in Section 12.6
hereof.

         "Subordinate Board of Managers" shall have the meaning set forth in
Section 7.7 hereof.

         "Substantial Completion" or "Substantially Completed" or words of
similar import shall mean that the applicable work has been substantially
completed in accordance with the applicable plans and specifications, it being
agreed that such work shall be deemed substantially completed notwithstanding
the fact that minor or insubstantial details of construction or demolition
and/or mechanical adjustment and/or decorative items remain to be performed;
provided that with respect to any such work being performed by or on behalf of
Landlord, such work left to be completed does not interfere in any material
respect with Tenant's ability to perform Alterations or to access or occupy the
Premises (or the applicable portion thereof).

         "Superior Lease" shall mean any ground or underlying lease of the
Premises (or any portion thereof) and all renewals, extensions, supplements,
amendments and modifications thereof.

         "Target Delivery Date" shall have the meaning set forth in Section 22.3
hereof.

         "Taxation Rate" shall have the meaning set forth in Section 26.1
hereof.

         "Taxes" shall have the meaning set forth in Section 26.1 hereof.

         "Tax Lot" shall mean the tax lot or tax lots in which the Premises (or
any portion thereof) are located that the applicable Governmental Authority uses
for purposes of assessing Taxes.
                                       23
   28
         "Tax Payment" shall have the meaning set forth in Section 26.2 hereof.

         "Tax Protest Request" shall have the meaning set forth in Section 26.3
hereof.

         "Tax Statement" shall have the meaning set forth in Section 26.1
hereof.

         "Tax Year" shall have the meaning set forth in Section 26.1 hereof.

         "Tenant", on the date as of which this Lease is made, shall mean
Bloomberg, but thereafter "Tenant" shall mean only the tenant under this Lease
at the time in question; provided, however, that the originally named tenant and
any assignee of the tenant's interests under this Lease shall not be released
from liability hereunder in the event of any assignment of the tenant's
interests under this Lease.

         "Tenant Area" shall mean the Premises and any other portion of the
Building to which Tenant has exclusive access pursuant to the terms hereof (it
being understood that Landlord's having the right to access such portion of the
Building in accordance with the terms hereof shall not be deemed to render
Tenant's access thereto unexclusive for purposes of this definition).

         "Tenant Design Components" shall have the meaning set forth in Section
22.12 hereof.

         "Tenant Entire Cost Component" shall have the meaning set forth in
Section 22.2 hereof.

         "Tenant Indemnitees" shall mean Tenant and its partners, principals,
members, managers, shareholders, officers, directors, employees and agents.

         "Tenant Mechanical Areas" shall have the meaning set forth in Section
2.8 hereof.

         "Tenant Partner" shall have the meaning set forth in Section 7.11
hereof.

         "Tenant Protest Period" shall have the meaning set forth in Section
26.1 hereof.

         "Tenant Restoration Items" shall mean the Premises, other than the
Landlord Restoration Items.

         "Tenant Upgrade Cost" shall have the meaning set forth in Section 22.2
hereof.

         "Tenant Upgrade Work Component" shall have the meaning set forth in
Section 22.2 hereof.

         "Tenant Work Components" shall have the meaning set forth in Section
22.2 hereof.

         "Tenant Work Deletion Notice" shall have the meaning set forth in
Section 22.3 hereof.
                                       24
   29
         "Tenant's Core Business" shall mean the business of providing to the
general public (on a subscription basis or otherwise) financial information such
as news, data and analysis of financial markets and businesses via any medium,
including, without limitation, internet, dedicated communication network,
television, radio and print, and the business of operating an electronic
communications network that matches buyers and sellers of securities and that is
registered with the Securities and Exchange Commission as an electronic
communications network (it being understood that the business of serving as a
securities broker for the transfer of securities using an organized securities
exchange shall not constitute Tenant's Core Business for purposes hereof).

         "Tenant's Determination" shall have the meaning set forth in Section
38.3 hereof.

         "Tenant's Exclusive Hoist Period" shall have the meaning set forth in
Section 22.14 hereof.

         "Tenant's Expediter" shall have the meaning set forth in Section 3.1
hereof.

         "Tenant's Liability Policy" shall have the meaning set forth in Section
9.2 hereto.

         "Tenant's Personal Property Policy" shall have the meaning set forth in
Section 9.2 hereof.

         "Tenant's Property" shall mean movable fixtures and movable partitions,
telephone equipment, computer, television, radio and internet equipment,
furniture, furnishings, decorations and other items of personal property that,
in each case, are owned by Tenant or leased by Tenant from a third party other
than Landlord.

         "Tenant's Property Policy" shall have the meaning set forth in Section
9.2 hereof.

         "Tenant's Signs" shall have the meaning set forth in Section 39.1
hereof.

         "Tenant's Unamortized Alterations Cost" shall mean, at any particular
time with respect to the Premises or the applicable portion thereof, the
aggregate amount theretofore paid by or on behalf of Tenant for Alterations in
the Premises or the applicable portion thereof, to the extent that such amount
then remains unamortized (assuming that such amount is amortized, in equal
monthly installments, using an interest factor equal to the Base Rate, over the
period commencing on the date that Tenant makes any such payment for Alterations
and ending on the Fixed Expiration Date, except that if Tenant's Unamortized
Alterations Cost is being determined during the Renewal Term, then such excess
shall be deemed to be amortized, in equal monthly installments, using an
interest factor equal to the Base Rate, over the period commencing on the date
that Tenant makes any such payment for Alterations and ending on the last day of
the Renewal Term).

         "Term" shall mean a term which commences on the Basic Commencement Date
and expires on the Expiration Date.

                                       25
   30
         "Terrace Area" shall have the meaning set forth in Section 2.11 hereof.

         "Third Avenue Building" shall mean the building identified as the
"Third Avenue Building" on the Schematic Drawings, including, without
limitation, the equipment and improvements therein (as such building, equipment
or improvements may be altered, replaced, or supplemented from time to time
subject to and in accordance with the terms hereof).

         "Third Construction Milestone Stage" shall have the meaning set forth
in Section 22.6 hereof.

         "Third Floor Deck" shall have the meaning set forth in Section 3.10
hereof.

         "Third Lower Level Space" shall have the meaning set forth in Section
22.1 hereof.

         "Third Milestone Date" shall have the meaning set forth in Section 22.6
hereof.

         "Third Milestone Slide Amount" shall have the meaning set forth in
Section 22.6 hereof.

         "Third Price Space" shall mean the portion of the Initial Premises that
is located on the thirteenth (13th), fourteenth (14th), fifteenth (15th),
sixteenth (16th), seventeenth (17th), eighteenth (18th), nineteenth (19th),
twentieth (20th) or twenty-first (21st) floors of the Lexington Avenue Building.

         "3rd Rental Period" shall have the meaning set forth in Section 1.1
hereof.

         "Threshold Amount" shall have the meaning set forth in Section 26.1
hereof.

         "Threshold Credit" shall have the meaning set forth in Section 26.1
hereof.

         "Threshold Debit" shall have the meaning set forth in Section 26.1
hereof.

         "Timed Post-Delivery Work Components" shall have the meaning set forth
in Section 22.7 hereof.

         "Tower Hoist" shall have the meaning set forth in Section 22.15 hereof.

         "Tower Hoist Area" shall have the meaning set forth in Section 22.15
hereof.

         "Tower Premises" shall mean, subject to Section 36.11 hereof, the
thirteenth (13th), fourteenth (14th), fifteenth (15th), sixteenth (16th),
seventeenth (17th), eighteenth (18th), nineteenth (19th), twentieth (20th) and
twenty-first (21st) floors of the Lexington Avenue Building; provided, however,
that the Tower Premises shall not include any portion of the aforesaid space in
the Building that is used for Remote Building Systems or for Shared Building
Systems.

                                       26
   31
         "Unavoidable Delays" shall mean, with respect to any Person, any
strike, labor trouble, or accident, weather conditions, or any other cause
whatsoever beyond such Person's reasonable control (including, but not limited
to, governmental preemption, Requirements, or the conditions of supply and
demand which have been or are affected by war or other Emergency) which delays
such Person in or prevents such Person from performing any of the obligations
expressly or impliedly to be performed by such Person under this Lease;
provided, however, that (i) an event shall not constitute an Unavoidable Delay
for purposes hereof unless such Person gives the other party notice thereof
reasonably promptly after such event delays such Person's performance hereunder,
(ii) such Person's failure to make a payment of money, or any other event that
derives from such Person's lack of funds, shall not constitute an Unavoidable
Delay for purposes hereof, (iii) weather conditions which are reasonably
anticipatable by such Person as to frequency, duration and severity in their
season of occurrence shall not constitute an Unavoidable Delay for purposes
hereof, and (iv) an event shall constitute the basis for an Unavoidable Delay
only to the extent that the effect thereof cannot be mitigated in a reasonably
practicable manner by such Person on commercially reasonable terms (with the
understanding that such Person's failure to perform work on an overtime basis
shall not constitute the basis for concluding that such Person could have
mitigated the effects of an event that otherwise constitutes the basis for an
Unavoidable Delay).

         "Upper Option Space" shall have the meaning set forth in Section 36.1
hereof.

         "Usable Area", shall mean, subject to Section 22.3(I) hereof, with
respect to a particular floor area, the area thereof as determined in accordance
with the standards described in Exhibit Definitions-F attached hereto and made a
part hereof, it being understood that (i) the Incremental Area in the Building
(other than the Incremental Area on Lower Level 1, the grade level, and the
second (2nd) floor of the Building) shall be deemed to constitute Usable Area,
(ii) if the Premises do not constitute all of the leasable area on a particular
floor of the Building, then the Usable Area thereof shall be determined using
the standards applicable to multi-tenanted floors as set forth in Exhibit
Definitions-F attached hereto, and (iii) the Incremental Area located on the
second (2nd) floor of the Building shall not be included in the determination of
Usable Area for the Lower Option Space.

         "Usable Area Statement" shall have the meaning set forth in Section
22.4 hereof.

         "VRT" shall have the meaning set forth in Section 40.5 hereof.

         "Work" shall have the meaning set forth in Section 22.1 hereof.

         "Work Access" shall have the meaning described in Section 14.1 hereof.

         "Work Exhibit" shall mean, collectively, the exhibits attached hereto
as Exhibit Definitions-G and made a part hereof.

         "Work Holdover Period" shall have the meaning set forth in Section 22.8
hereof.
                                       27
   32
         "Work Component" shall have the meaning set forth in Section 22.1
hereof.

         "Zero Occupancy Certificate of Occupancy" shall mean a temporary
certificate of occupancy, issued by the Department of Buildings of The City of
New York for the core of the Premises only, which does not authorize any Person
to use or occupy the Premises.

                                    ARTICLE 1
                          DEMISE, PREMISES, TERM, RENT

         Section 1.1. Landlord hereby leases to Tenant, and Tenant hereby hires
from Landlord, the Premises for the Term to commence on the Basic Commencement
Date and to end on the Fixed Expiration Date, at an annual rental (the "Fixed
Rent") of:

                  (1) for the period commencing on the Rent Commencement Date
applicable to each Deliverable Unit and ending on the date immediately preceding
the fourth (4th) anniversary of the Last Commencement Date (the "1st Rental
Period"), an amount equal to the sum of:

                  (i)      the product obtained by multiplying (I) Forty-Seven
                           and 5,873/10,000 Dollars ($47.5873), by (II) the
                           number of square feet of Rentable Area in the First
                           Price Space, and

                  (ii)     the product obtained by multiplying (I) Fifty-One and
                           5,873/10,000 Dollars ($51.5873), by (II) the number
                           of square feet of Rentable Area in the Second Price
                           Space, and

                  (iii)    the product obtained by multiplying (I) Fifty and
                           7,232/10,000 Dollars ($50.7232), by (II) the number
                           of square feet of Rentable Area in the Third Price
                           Space,

                  (2) for the period commencing on the day immediately following
the last day of the 1st Rental Period and ending on the day immediately
preceding the eighth (8th) anniversary of the Last Commencement Date (the "2nd
Rental Period"), an amount equal to the sum of:

                  (i)      the product obtained by multiplying (I) Fifty-Three
                           and 1,354/10,000 Dollars ($53.1354), by (II) the
                           number of square feet of Rentable Area in the First
                           Price Space, and

                  (ii)     the product obtained by multiplying (I) Fifty-Seven
                           and 5,754/10,000 Dollars ($57.5754), by (II) the
                           number of square feet of Rentable Area in the Second
                           Price Space, and

                                       28
   33

                  (iii)    the product obtained by multiplying (I) Fifty-Six and
                           6,163/10,000 Dollars ($56.6163), by (II) the number
                           of square feet of Rentable Area in the Third Price
                           Space,

                  (3) for the period commencing on the day immediately following
the last day of the 2nd Rental Period and ending on the day immediately
preceding the twelfth (12th) anniversary of the Last Commencement Date (the "3rd
Rental Period"), an amount equal to the sum of:

                  (i)      the product obtained by multiplying (I) Fifty-Nine
                           and 2,938/10,000 Dollars ($59.2938), by (II) the
                           number of square feet of Rentable Area in the First
                           Price Space, and

                  (ii)     the product obtained by multiplying (I) Sixty-Four
                           and 2,222/10,000 Dollars ($64.2222), by (II) the
                           number of square feet of Rentable Area in the Second
                           Price Space, and

                  (iii)    the product obtained by multiplying (I) Sixty-Three
                           and 1,575/10,000 Dollars ($63.1575), by (II) the
                           number of square feet of Rentable Area in the Third
                           Price Space,

                  (4) for the period commencing on the day immediately following
the last day of the 3rd Rental Period and ending on the day immediately
preceding the sixteenth (16th) anniversary of the Last Commencement Date (the
"4th Rental Period"), an amount equal to the sum of:

                  (i)      the product obtained by multiplying (I) Sixty-Six and
                           1,296/10,000 Dollars ($66.1296), by (II) the number
                           of square feet of Rentable Area in the First Price
                           Space, and

                  (ii)     the product obtained by multiplying (I) Seventy-One
                           and 6,001/10,000 Dollars ($71.6001), by (II) the
                           number of square feet of Rentable Area in the Second
                           Price Space, and

                  (iii)    the product obtained by multiplying (I) Seventy and
                           4,184/10,000 Dollars ($70.4184), by (II) the number
                           of square feet of Rentable Area in the Third Price
                           Space,

                  (5) for the period commencing on the day immediately following
the last day of the 4th Rental Period and ending on the day immediately
preceding the twentieth (20th) anniversary of the Last Commencement Date (the
"5th Rental Period"), an amount equal to the sum of:

                  (i)      the product obtained by multiplying (I) Seventy-Three
                           and 7,174/10,000 Dollars ($73.7174), by (II) the
                           number of square feet of Rentable Area in the First
                           Price Space, and

                                       29
   34

                  (ii)     the product obtained by multiplying (I) Seventy-Nine
                           and 7,897/10,000 Dollars ($79.7897), by (II) the
                           number of square feet of Rentable Area in the Second
                           Price Space, and

                  (iii)    the product obtained by multiplying (I) Seventy-Eight
                           and 4,779/10,000 Dollars ($78.4779), by (II) the
                           number of square feet of Rentable Area in the Third
                           Price Space,

                  (6) for the period commencing on the day immediately following
the last day of the 5th Rental Period and ending on the day immediately
preceding the twenty-fourth (24th) anniversary of the Last Commencement Date
(the "6th Rental Period"), an amount equal to the sum of:

                  (i)      the product obtained by multiplying (I) Eighty-Two
                           and 1,398/10,000 Dollars ($82.1398), by (II) the
                           number of square feet of Rentable Area in the First
                           Price Space, and

                  (ii)     the product obtained by multiplying (I) Eighty-Eight
                           and 8,800/10,000 Dollars ($88.8800), by (II) the
                           number of square feet of Rentable Area in the Second
                           Price Space, and

                  (iii)    the product obtained by multiplying (I) Eighty-Seven
                           and 4,240/10,000 Dollars ($87.4240), by (II) the
                           number of square feet of Rentable Area in the Third
                           Price Space,

                  (7) for the period commencing on the day immediately following
the last day of the 6th Rental Period and ending on the Fixed Expiration Date
(the "7th Rental Period"), an amount equal to the sum of:

                  (i)      the product obtained by multiplying (I) Ninety-One
                           and 4,887/10,000 Dollars ($91.4887), by (II) the
                           number of square feet of Rentable Area in the First
                           Price Space, and

                  (ii)     the product obtained by multiplying (I) Ninety-Eight
                           and 9,703/10,000 Dollars ($98.9703), by (II) the
                           number of square feet of Rentable Area in the Second
                           Price Space, and

                  (iii)    the product obtained by multiplying (I) Ninety-Seven
                           and 3,541/10,000 Dollars ($97.3541), by (II) the
                           number of square feet of Rentable Area in the Third
                           Price Space,

which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance, on the Fixed Rent Payment
Date of each calendar month during the Term commencing on the Rent Commencement
Date that first occurs, without set-off, offset, abatement or deduction
whatsoever, except to the extent expressly set forth herein, at the office of
Landlord or such other place in the continental United States as Landlord may
designate from

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time to time in a notice to Tenant in reasonable detail. The Fixed Rent shall be
payable when due by wire transfer of funds to an account designated from time to
time by Landlord (with the understanding that if, at any time and from time to
time after the date hereof, wire transfer of funds does not constitute the
customary means of transferring immediately available funds from one Person to
another Person in commercial transactions, then Tenant shall pay the Fixed Rent
to Landlord when due by such other reasonable means of transferring immediately
available funds that are used customarily in commercial transactions similar to
this Lease). If the Rent Commencement Date for a Deliverable Unit is not the
first day of a calendar month, or if the Expiration Date is not the last day of
a calendar month, then the Fixed Rent due hereunder for the calendar month
during which such Rent Commencement Date or the Expiration Date occurs shall be
appropriately pro-rated based on the number of days in such calendar month.

         Section 1.2. Subject to the terms hereof, Tenant shall have the right
to use (and to permit other Permitted Occupants to use) during the Term all of
the fixtures, improvements and betterments that (i) are attached to or installed
in the Premises at any time during the Term, and (ii) are owned by Landlord or
leased by Landlord from a third party.

                                    ARTICLE 2
                                USE AND OCCUPANCY

         Section 2.1. Subject to the terms of this Article 2, Tenant may use and
occupy, and Tenant may permit a Permitted Occupant to use and occupy, the
Premises as general, administrative, and executive offices, and uses incidental
or ancillary thereto, and for no other purpose, except that Tenant shall have
the right to permit a Qualified Subtenant to use the Lower Option Space for
retail purposes as contemplated by Section 12.14 hereof. Tenant's use of the
Premises shall (and Tenant shall cause other Permitted Occupant's use of the
Premises to) at all times conform with the Building Standard. Landlord shall not
have the right to claim that the use of the Premises by a Permitted Occupant
with a density of one (1) person for each eighty (80) square feet of Usable Area
in the Premises, in and of itself, is not in conformity with the Building
Standard.

         Section 2.2. (A) Tenant shall not use the Premises or any part thereof,
or permit the Premises or any part thereof to be used, (1) for the business of
photographic, multilith or multigraph reproductions or offset printing that is
open to the general public on an off-the-street retail basis, except in
connection with, either directly or indirectly, the Permitted Occupant's own
business and/or activities (provided that such Permitted Occupant's principal
business is not photographic, multilith, or multigraph reproductions or offset
printing that is open to the general public on an off-the-street retail basis),
(2) for a banking, trust company, depository, guarantee or safe deposit
business, in each case conducting business with the general public on an
off-the-street retail basis, (3) as a savings bank, a savings and loan
association, or as a loan company, in each case conducting business with the
general public on an off-the-street retail basis, (4) for the sale of travelers
checks, money orders, drafts, foreign exchange or letters of credit or for the
receipt of money for transmission in each case conducting business with the
general public on an off-the-street retail basis, (5) as a stockbroker's or
dealer's office or for the underwriting or sale of securities, in each case
conducting business with the general public on an off-the-street retail

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basis, (6) by the United States government, the City or State of New York, any
foreign government, the United Nations or any agency or department of any of the
foregoing or any other Person having sovereign or diplomatic immunity, (7) as a
restaurant or bar or for the sale of confectionery, soda or other beverages,
sandwiches, ice cream or baked goods or for the preparation, dispensing or
consumption of food or beverages in any manner whatsoever, except for
consumption by such Permitted Occupant's partners, principals, members, agents,
officers, employees and business guests, (8) as an employment agency, executive
search firm or similar enterprise, labor union, school, or vocational training
center (except for the training of employees or customers of such Permitted
Occupant), or (9) as a barber shop or beauty salon that in either case conducts
business with the general public on an off-the-street retail basis.

                             (B) In connection with, and incidental to, a
Permitted Occupant's use of the Premises for the purposes as provided in this
Article 2, Tenant, at its sole cost and expense and upon compliance with all
applicable Requirements, may install (or may permit a Permitted Occupant to
install) (i) a cafeteria, dining room, kitchen, pantries and other reasonable
food service installations in the Premises, (ii) vending machines (connected to
a drain, if necessary), (iii) libraries, (iv) day care facilities, (v) smoking
rooms, (vi) health and recreation facilities, (vii) board rooms, conference
rooms and training rooms and facilities, (viii) first-aid rooms, (ix) messenger
and mail room facilities, (x) computer and communications systems for such
Permitted Occupant's business (including, without limitation, Internet services
and commerce), (xi) employee lounges, (xii) file rooms, (xiii) word processing
centers, (xiv) audio-visual and closed circuit television facilities, (xv) radio
and television studios, (xvi) aquariums, and (xvii) security rooms; provided
that, in each case, (a) such Permitted Occupant obtains all permits required by
any Governmental Authorities for the operation thereof and such installation
complies with the provisions of this Lease, including, without limitation,
Article 3 hereof, and (b) such installation is used only for the partners,
principals, members, agents, officers, employees and business guests of such
Permitted Occupant (and shall not be for use by the general public). Tenant, at
Tenant's sole cost and expense, shall take all steps reasonably required to
prevent tobacco smoke emanating from any portion of the Premises from entering
any other portion of the Building, it being understood that such steps may
include, without limitation, the installation of exhaust fans, insulation, and
filtration systems in accordance with the provisions of Article 3 hereof. During
the period that Tenant is a Bloomberg Party, Tenant shall have the right to use
portions of the Lower Level Space as (x) a fully-operational millwork and
woodwork refinishing workshop, and/or (y) a paint storage room for "attic"
stock, provided that in either case such use is ancillary to Tenant's business
being conducted by Tenant in the Building and otherwise conforms with the
requirements of this Lease (including, without limitation, the requirements that
(x) such use conforms with applicable Requirements, and (y) such use does not
have any material and adverse effect on the remainder of the Building).

         Section 2.3. (A) Subject to the terms of Section 27.1 hereof and this
Section 2.3, Tenant shall have the right to use (and to permit other Permitted
Occupants to use) during the Term, on an exclusive basis, the portion of the
ground floor of the Building that Landlord constructs as part of the Work in
general conformity with the Schematic Drawing thereof (the

                                       32
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"Exclusive Lobby Area"). Nothing contained in this Section 2.3 diminishes
Landlord's obligation to perform the Work in accordance with Article 22 hereof.
The Exclusive Lobby Area shall constitute a part of the Premises for all
purposes of this Lease, except that (i) the floor area of the Exclusive Lobby
Area shall not be included in the determination of the Usable Area or the
Rentable Area of the Premises, and (ii) Tenant shall have the right to use (and
permit other Permitted Occupants to use) the Exclusive Lobby Area solely for the
purposes of (a) gaining access to, and egress from, the elevators serving the
Premises, (b) maintaining a reception, messenger and/or concierge desk and/or
office directory in connection with a Permitted Occupant's use of the Premises
for purposes permitted hereunder, (c) the installation and maintenance of
security equipment in accordance with the terms and subject to the conditions of
Article 3 hereof, and (d) other uses that are consistent with the Permitted
Occupant's use of the Premises for Headquarters Space. Landlord shall deliver
possession of the Exclusive Lobby Area to Tenant on or prior to the First
Commencement Date (with the Pre-Delivery Work therein Substantially Completed);
provided, however, that Landlord shall have the right to retain through the
Exclusive Lobby Area, after the First Commencement Date, an ingress and egress
tunnel to the extent necessary for purposes of meeting the Requirements for
obtaining a Zero Occupancy Certificate of Occupancy for each Deliverable Unit.
Landlord and Tenant shall cooperate with each other in good faith to determine
the appropriate location of such ingress and egress tunnel in accordance with
good construction practice. Landlord, at Landlord's sole cost and expense, shall
remove such ingress and egress tunnel as promptly as reasonably practicable
after Tenant's performance of the Initial Alterations has progressed to the
point that applicable Requirements permit such tunnel to be removed without
affecting materially Landlord's obtaining a Zero Occupancy Certificate of
Occupancy for any Deliverable Unit. Landlord, at Landlord's sole cost and
expense, shall repair any damage to the Exclusive Lobby Area (or the Initial
Alterations therein) that derives from Landlord's removal of such ingress and
egress tunnel or the installation thereof, to the condition that existed
immediately prior to Landlord's removal of such tunnel, with due diligence and
in accordance with good construction practice (provided that Tenant has
theretofore taken reasonable steps to construct the Initial Alterations in the
Exclusive Lobby Area in a manner that takes into account Landlord's right to
maintain such ingress and egress tunnel as contemplated by this Section 2.3,
with the understanding that Tenant, in taking such reasonable steps, shall not
be required to materially delay Tenant's construction schedule for, or
materially increase the cost of, the Initial Alterations that Tenant is
performing in the Exclusive Lobby Area). Landlord shall cause the Exclusive
Lobby Area to be separately demised on or prior to the First Commencement Date,
except that Landlord shall have the right to deliver possession of the Exclusive
Lobby Area to Tenant without the curtain wall for the Building being installed
thereon, provided that Landlord provides a weather-tight enclosure for the
Exclusive Lobby Area not later than the First Commencement Date. If Landlord
delivers possession of the Exclusive Lobby Area to Tenant without the curtain
wall for the Building installed thereon, then Landlord shall make such
installation of such curtain wall on the Exclusive Lobby Area not later than the
ninetieth (90th) day after the First Commencement Date. Landlord, at Landlord's
sole cost and expense, shall (i) use reasonable efforts to protect Tenant's
installations in the Exclusive Lobby Area in connection with Landlord's
subsequently installing the curtain wall for the Exclusive Lobby Area, and (ii)
repair any damage to the Exclusive Lobby Area (or the Initial Alterations
therein) that derives from Landlord's installation of the curtain wall for the
Exclusive Lobby Area

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   38
later than the First Commencement Date, with due diligence and in accordance
with good construction practice.

                             (B) Subject to the terms of this Section 2.3,
Tenant shall have the right to use (and to permit other Permitted Occupants to
use) during the Term, in common with other occupants of the Building, the
portion of the lobby of the Building that Landlord constructs as part of the
Work in general conformity with the Schematic Drawing thereof (such portion of
the lobby of the Building being referred to herein as the "Shared Lobby Area"),
for the purpose of gaining access to, and egress from, the Exclusive Lobby Area.
Landlord and Tenant shall work with each other in good faith to agree on the
design for the Shared Lobby Area as promptly as reasonably practicable from and
after the date hereof.

                             (C) Subject to the terms of this Section 2.3(C),
Tenant shall have the right to use (and to permit other Permitted Occupants to
use) the lobby of the Building that Landlord uses for floors of the Building
that are constructed for office purposes at and above the twenty-second (22nd)
floor of the Building (such lobby being referred to herein as the "Building
Lobby"). Tenant shall have the right to use the Building Lobby as contemplated
by this Section 2.3(C) only for the purpose of serving the Mid Rise Office
Elevators. If Tenant (or another Permitted Occupant) so uses the Building Lobby,
then (i) Tenant shall have the right to list on the building directory located
in the Building Lobby (if any) the names of the occupants of the portions of the
Premises that are so serviced by the Building Lobby, and (ii) Landlord shall
have the right to include in Operating Expenses a pro-rata share of the cost of
operating, cleaning, maintaining and repairing the Building Lobby. Tenant shall
have the right to use (or to permit another Permitted Occupant to use) the
Building Lobby as contemplated by this Section 2.3(C) only for portions of the
Premises that Tenant (or such other Permitted Occupant) subleases to third
parties that are not Tenant's Affiliates in accordance with Article 12 hereof.
Landlord shall not unreasonably withhold, condition or delay Landlord's approval
of Alterations that Tenant proposes to make to the Exclusive Lobby Area, at
Tenant's sole cost and expense, to diminish the area thereof (and increase
correspondingly the area of the Building Lobby) so that the applicable Mid Rise
Office Elevators open into the Building Lobby rather than the Exclusive Lobby
Area (with the understanding that Tenant shall otherwise perform any such
Alterations in accordance with the terms of Article 3 hereof). Either party
shall have the right to submit a dispute between the parties that arises under
this Section 2.3(C) to an Expedited Arbitration Proceeding.

                             (D) Tenant shall not have the right to use the
Exclusive Lobby Area on an exclusive basis as contemplated by this Section 2.3
if the Lease demises less than Two Hundred Thousand (200,000) square feet of
Rentable Area. If (x) Tenant does not have the right to use the Exclusive Lobby
Area on an exclusive basis by virtue of the terms of this Section 2.3(D), or (y)
Tenant otherwise relinquishes Tenant's right to use the Exclusive Lobby Area on
an exclusive basis, then Landlord shall provide Tenant with access to a lobby in
the Building and to the Premises Elevators in either case in accordance with the
Building Standard.

         Section 2.4 Subject to the terms of this Section 2.4, Landlord shall
cooperate reasonably with Tenant in connection with Tenant's obtaining permits,
licenses or certificates that a Permitted Occupant requires for the proper and
lawful conduct of business in the Premises in

                                       34
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accordance with the terms hereof. Landlord shall execute and deliver to Tenant,
from time to time, any reasonable documentation that applicable Requirements
require Landlord to execute and deliver in connection with such Permitted
Occupant's obtaining such permits, licenses or certificates, within five (5)
Business Days after Tenant's request therefor. Tenant shall pay to Landlord an
amount equal to the reasonable out-of-pocket costs incurred by Landlord in so
cooperating with Tenant, within thirty (30) days after Landlord's request
therefor and Landlord's submission to Tenant of reasonable supporting
documentation therefor.

         Section 2.5 (A) Subject to Article 14 hereof and to this Section 2.5,
Tenant shall have the right to use (and to permit other Permitted Occupants to
use) for the period commencing on the one hundred eightieth (180th) day after
the First Commencement Date and ending on the Expiration Date:

         (a)      in common with the other occupants of the Building, a trash
                  storage area on Lower Level 3 of the Building that is of a
                  size and configuration, and is located in an area, that in
                  each case conforms reasonably with the Building Standard (with
                  the understanding that (i) Tenant shall have the right to use
                  the refrigerated trash storage system, in common with other
                  occupants of the Building, if such trash storage area includes
                  a refrigerated trash storage system that is reasonably
                  adequate for Tenant's requirements, and (ii) if such trash
                  storage area does not include a refrigerated trash storage
                  system that is reasonably adequate for Tenant's requirements,
                  then Landlord shall make available to Tenant a reasonable
                  location that is in reasonable proximity to such trash storage
                  area for Tenant's installation, maintenance and operation, in
                  each case at Tenant's sole cost and expense, of a reasonable
                  refrigerated trash storage system that conforms with the
                  Building Standard),

         (b)      on an exclusive basis, two (2) loading bays on Lower Level 3
                  of the Building that are of a size and configuration, and are
                  located in an area, that in each case conforms reasonably with
                  the Building Standard; provided, however, that Tenant shall
                  have the right to the use of only one (1) such loading bay on
                  an exclusive basis if, at any time after the Last Rent
                  Commencement Date, this Lease demises less than Three Hundred
                  Fifty Thousand (350,000) square feet of Rentable Area,

         (c)      in common with the other occupants of the Building, one (1)
                  loading bay on Lower Level 3 of the Building (in addition to
                  the two (2) loading bays described in clause (b) above),

         (d)      in common with the other occupants of the Building, the
                  loading dock at grade and appurtenant truck elevator that (x)
                  provides access from the loading dock to Lower Level 3 of the
                  Building, and (y) is of a size and configuration, and is
                  located in an area, that in each case conforms reasonably with
                  the Building Standard,

                                       35
   40
         (e)      in common with other occupants of the Building, the Lexington
                  Place Courtyard (subject, however, to Landlord's right to (x)
                  erect a Construction Hoist therein in accordance with Article
                  22 hereof, and (y) Substantially Complete the construction of
                  the Post-Delivery Work in the Lexington Place Courtyard not
                  later than the Post-Delivery Date therefor, as contemplated by
                  Article 22 hereof),

         (f)      in common with other occupants of the Building, the passenger
                  elevator and the freight elevator that in either case services
                  Lower Level 2 of the Building and Lower Level 3 of the
                  Building from grade level adjacent to the loading dock,

         (g)      in common with other occupants of the Building, any other
                  portion of the Building designated from time to time by
                  Landlord or the Condominium Association as being for the use
                  of all of the occupants of the Building or for the use by the
                  general public (the aforesaid portions of the Building that
                  Tenant (or other Permitted Occupants) have the right to use as
                  set forth in clauses (a) through (g) above being collectively
                  referred to herein as the "Basic Amenities").

Tenant shall use (and Tenant shall permit other Permitted Occupants to use) the
Basic Amenities only in accordance with the Rules and Regulations and the
Requirements. Landlord shall construct the Basic Amenities as part of the Work.
Landlord shall not be required to provide Tenant with (x) a refrigerated trash
storage system as contemplated by clause (a) above (if the trash storage area
for the Building includes a refrigerated trash storage system that is reasonably
adequate for Tenant's requirements), or (y) one (1) loading bay to use in common
with other occupants of the Building, in either case until the First Rent
Commencement Date. Either party shall have the right to submit to an Expedited
Arbitration Proceeding a dispute between the parties as to whether the Basic
Amenities proposed by Landlord conform with the requirements set forth in this
Section 2.5. If, at any time after the Last Rent Commencement Date, this Lease
demises less than Two Hundred Thousand (200,000) square feet of Rentable Area,
then Landlord shall have the right to reduce Tenant's rights to the use of the
Basic Amenities to the extent reasonably necessary for the operation of the
Building in accordance with the Building Standard. Except to the extent
otherwise expressly set forth herein, Tenant shall not have the use of any
specialty facility outside of the Premises in the Building that is otherwise
available to the occupants thereof (such as an observatory, broadcasting
facility, luncheon club, athletic or recreational club, childcare facility,
auditorium, cafeteria, dining facility or conference center).

                             (B) Subject to the terms of this Section 2.5(B),
Tenant shall have the right to use one (1) lane of the roadway in the Lexington
Place Courtyard as a non-exclusive drop-off lane to serve the Exclusive Lobby
Area (subject, however, to reasonable Rules and Regulations relating thereto),
and such lane to which Tenant has non-exclusive access shall run, at Landlord's
option, either from East 58th Street to East 59th Street, or from East 59th
Street to East 58th Street. Landlord shall construct such drop-off lane as part
of the Work. Landlord shall use due diligence to (and shall use due diligence to
cause the Condominium Association to) keep the aforesaid lane of the roadway in
the Lexington Place Courtyard reasonably free of traffic and generally available
for Tenant's use. Landlord shall engage, or cause the Condominium Association to
engage, an attendant to assist with traffic flow through the Lexington Place

                                       36
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Courtyard to the extent reasonably necessary. Landlord shall not be required to
provide Tenant with use of the drop-off lane in the Lexington Place Courtyard
until the date that Landlord is required to remove any Construction Hoist that
Landlord erects in the Lexington Place Courtyard as provided in Article 22
hereof.

                             (C) Landlord and Tenant, at any time from and after
the Last Commencement Date, shall have the right to request that the other party
promptly execute and deliver a supplement hereto, in reasonable form, pursuant
to which the parties confirm the Basic Amenities that Tenant has the right to
use as contemplated by this Section 2.5 (it being understood that the parties'
failure to execute and deliver any such supplement shall not impair Tenant's
rights under this Section 2.5 to use the Basic Amenities in accordance with the
terms of this Section 2.5).

                             (D) Landlord and Tenant each shall have the right
to submit a dispute between the parties arising under this Section 2.5 to an
Expedited Arbitration Proceeding.

         Section 2.6 Subject to the terms of this Section 2.6, Tenant, during
the Term, shall not install any furniture, furnishings or other items of
Tenant's Property in the portion of the Premises as described on Exhibit 2.6
attached hereto and made a part hereof (such portion of the Premises as
described on Exhibit 2.6 attached hereto being referred to herein as the
"Neutral Zone"). Tenant shall not use the Neutral Zone for any purpose other
than for providing a route for occupants of the Premises to circulate through
the Premises, for the installation of staircases or escalators, for the
installation of monitors, or as an informal or conference seating area (for
which Tenant constructs in the Neutral Zone no demising walls or partitioning).
Subject to the terms of this Section 2.6, Tenant shall not make any Alterations
in the Neutral Zone, except that Tenant shall have the right to install in the
Neutral Zone a reasonable floor covering, a reasonable finished ceiling and
reasonable lighting apparatus, or the aforementioned staircases, escalators, or
monitors subject, in each case, to the provisions of Article 3, and to
Landlord's prior approval thereof (which approval Landlord shall not
unreasonably withhold, condition or delay). Tenant, during the Term, shall have
the right to maintain, repair and replace any such Alterations that Tenant makes
in the Neutral Zone (provided that Tenant performs such maintenance, repair or
replacement in accordance with the terms of this Lease). Landlord, as a Work
Component that constitutes Post-Delivery Work, shall install in the portion of
the ceiling of the Neutral Zone that lies in the area from the glass curtain
wall to the point that is three (3) feet inside the glass curtain wall (such
portion of the ceiling of the Neutral Zone being referred to herein as the
"Landlord Ceiling Zone") a finished ceiling treatment and interior lighting
apparatus. Landlord's design of the aforesaid finished ceiling treatment and
interior lighting apparatus shall be subject to Tenant's approval, which
approval Tenant shall not unreasonably withhold, condition or delay. Tenant's
design of the finished ceiling treatment and interior lighting apparatus in the
portion of the ceiling of the Neutral Zone that does not also constitute the
Landlord Ceiling Zone shall be architecturally compatible with Landlord's design
of the finished ceiling treatment and the interior lighting apparatus in the
Landlord Ceiling Zone. Tenant, during the Term, shall not have the right to make
Alterations to such ceiling treatment and lighting apparatus installed by
Landlord in the Landlord Ceiling Zone without Landlord's prior approval, which
approval Landlord shall not unreasonably withhold, condition or delay, with the
understanding, however,

                                       37
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that Landlord shall have the right to reject any such Alterations if Landlord is
not satisfied with the aesthetic impact thereof on the Lexington Place
Courtyard. Landlord, as part of the Post-Delivery Work, shall cause the
electricity for the aforesaid interior lighting apparatus that Landlord installs
in the Landlord Ceiling Zone to be metered to the Condominium Association (and,
accordingly, the cost of such electricity shall constitute a Common Charge for
purposes hereof). Landlord (or the Condominium Association) shall have the right
to require Tenant to keep lighted at particular times the aforesaid interior
lighting apparatus that Landlord installs in the Landlord Ceiling Zone. Landlord
shall (or Landlord shall cause the Condominium Association to) maintain and
relamp any such interior lighting apparatus that Landlord installs in the
Landlord Ceiling Zone (the cost of which maintenance and relamping shall
constitute a Common Charge for purposes hereof). Landlord, during the Term,
shall have the right to make reasonable alterations to the aforesaid
installations that Landlord makes in the Landlord Ceiling Zone, provided that
(i) Tenant approves such alterations (which approval Tenant shall not
unreasonably withhold, condition or delay if such alterations that Landlord
proposes to make in the Landlord Ceiling Zone are reasonably consistent with
Tenant's installations in the Premises), and (ii) Landlord performs such
alterations in accordance with the terms of Article 4 hereof and Article 14
hereof. Tenant shall have the right to install furniture, furnishings and other
items of Tenant's Property (other than partitioning) in the Neutral Zone
(including, without limitation, plants and other interior landscaping), subject
to Landlord's prior approval thereof (which approval Landlord shall not
unreasonably withhold, condition or delay). Tenant acknowledges that the Neutral
Zone is visible from the outside of the Building through the walls of the Bridge
Building, and therefore understands Landlord's interest in approving Tenant's
aforesaid Alterations and installations of Tenant's Property in the Neutral Zone
and in Tenant's maintaining the appearance of the Neutral Zone. Tenant shall
keep the Neutral Zone in a neat, clean and orderly condition that conforms with
the Building Standard (which shall be determined taking into account the
visibility of the Neutral Zone from the outside of the Building). Landlord shall
cause the occupants of the second (2nd) floor of the Lexington Avenue Building
and the second (2nd) floor of the Third Avenue Building to (x) maintain the
appearance of their respective premises in conformity with the Building
Standard, and (y) display merchandise in their respective premises in conformity
with the Building Standard, in either case to the extent that such space on the
second (2nd) floor of the Lexington Avenue Building and the second (2nd) floor
of the Third Avenue Building is visible from the Lexington Place Courtyard.
Either party shall have the right to submit a dispute between the parties
arising under this Section 2.6 to an Expedited Arbitration Proceeding.

         Section 2.7 Subject to the terms of this Section 2.7, Tenant shall have
the right to use (and to permit Permitted Occupants to use) the fire stairs
serving the Premises, for purposes of permitting personnel to move among the
floors of the Building that comprise the Premises (such fire stairs being
referred to herein as the "Fire Stairs"). A Permitted Occupant shall not have
the right to use the Fire Stairs as contemplated by this Section 2.7 to gain
access to the Exclusive Lobby Area or to the street adjacent to the Building
(except in either case in the event of an Emergency). Tenant shall use (or
permit another Permitted Occupant to use) the Fire Stairs only to the extent
permitted by, and in a manner that is consistent with, applicable Requirements.
Tenant shall not have the right to use the Fire Stairs in a manner that prevents
free passage therein from floors of the Building above the Premises. Nothing
contained in this Section 2.7

                                       38
   43
diminishes Landlord's right to make installations in the Fire Stairs to limit
Tenant's ability to gain access to portions of the Building (other than the
Premises) from the Fire Stairs. Tenant shall not have the right to perform any
Alterations in the Fire Stairs (except that Tenant shall have the right to
install, in accordance with Article 3 hereof and to the extent permitted by
Requirements, (x) a security system in the Fire Stairs that seeks to prevent
unauthorized persons from entering the Premises from the Fire Stairs, and (y)
reasonable finishes in the Fire Stairs (such as floor covering, paint and
lighting)). Tenant shall not have the right to use the Fire Stairs to gain
access to a particular Deliverable Unit until the Commencement Date therefor has
occurred. Landlord and Tenant, at any time from and after the Last Commencement
Date, shall have the right to request that the other party promptly execute and
deliver a supplement hereto, in reasonable form, pursuant to which the parties
confirm the Fire Stairs to which Tenant has access as provided in this Section
2.7 (it being understood that the parties' failure to execute and deliver any
such supplement shall not impair Tenant's rights under this Section 2.7 to use
the Fire Stairs).

         Section 2.8 Subject to the terms of this Section 2.8, Tenant, during
the Term, shall have the exclusive right to use the mechanical areas of the
Building that Landlord is constructing for Tenant's use as part of the Work in
accordance with the Work Exhibit and Article 22 hereof (such mechanical areas
that Landlord is constructing for Tenant's exclusive use being collectively
referred to herein as the "Tenant Mechanical Areas"). Tenant shall have the
right to use the Tenant Mechanical Areas solely for the purpose of installing,
operating and maintaining therein mechanical equipment that Tenant requires for
the operation of the Premises (it being understood that such mechanical
equipment may include, for example, HVAC equipment and other similar mechanical
equipment that supports the Premises, but shall not include, for example, video
editing equipment or other similar equipment that Tenant uses directly in
conducting its business in the Premises). Tenant shall make its installation of
such mechanical equipment in the Tenant Mechanical Areas in accordance with all
applicable Requirements (including, without limitation, the certificate of
occupancy for the Building). Tenant shall perform its installation of such
mechanical equipment in the Tenant Mechanical Areas in accordance with Article 3
hereof (as if such installation constitutes an Alteration). Tenant shall have
the right to make appropriate installations in the Tenant Mechanical Areas to
limit access thereto by others (it being understood, however, that Landlord
shall have access thereto in accordance with the terms hereof (as if the Tenant
Mechanical Areas constituted part of the Premises)). Landlord shall permit
Tenant to gain access to the Tenant Mechanical Areas through the mechanical
areas that service other portions of the Building, to the extent reasonably
necessary. Tenant's installation of mechanical equipment in the Tenant
Mechanical Areas as contemplated by this Section 2.8 shall be at Tenant's sole
cost and expense. Tenant shall maintain any such equipment that Tenant installs
in the Tenant Mechanical Areas in good repair and otherwise in accordance with
the Building Standard. Landlord and Tenant, at any time from and after the Last
Commencement Date, shall have the right to request that the other party promptly
execute and deliver a supplement hereto, in reasonable form, pursuant to which
the parties confirm the Tenant Mechanical Areas to which Tenant has access as
provided in this Section 2.8 (it being understood that the parties' failure to
execute and deliver any such supplement shall not impair Tenant's rights under
this Section 2.8 to use the Tenant Mechanical Areas). Landlord shall have the
right to limit Tenant's right to use the Tenant Mechanical Areas to the extent
reasonably necessary for the operation of the Building in accordance with the
Building Standard if, at any time from and

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after the Last Rent Commencement Date, this Lease demises less than Three
Hundred Fifty Thousand (350,000) square feet of Rentable Area. Landlord shall
not be required to make the Tenant Mechanical Areas available for Tenant's use
as contemplated by this Section 2.8 until the construction of the Building has
progressed to the stage reasonably necessary for Tenant to gain access thereto
in accordance with good construction practice (with the understanding, however,
that nothing contained in this Section 2.8 limits the provisions of 22.1(E)
hereof). The Tenant Mechanical Areas shall not constitute part of the Premises
for purposes hereof, and, accordingly, the Tenant Mechanical Areas shall not be
included in the Premises for purposes of calculating the Usable Area thereof (it
being understood, however, that any portions of the Premises that Tenant uses
for mechanical purposes in a manner that does not constitute floor area for
purposes of the Zoning Resolution of The City of New York shall nevertheless be
included in the calculation of Usable Area for purposes hereof).

         Section 2.9 Subject to the terms of this Section 2.9, Landlord hereby
consents to Tenant's installing and maintaining fuel lines, electrical lines,
telecommunications lines, exhaust ducts and flues and/or other similar lines,
ducts, and conduits (collectively, the "Risers") in the shaft locations that
Landlord is constructing as part of the Work for Tenant's use in accordance with
Article 22 hereof. The shaft locations to which Tenant has access as
contemplated by this Section 2.9 shall conform to the requirements of the Work
Exhibit. Landlord shall provide Tenant with all reasonably necessary access in
accordance with good construction practice for the installation, operation and
maintenance of the Risers, provided that such access shall (i) in no event take
place until the Work has progressed to the point that, in accordance with good
construction practice, such access will not unreasonably interfere with the
further progress of the Work, (ii) not unreasonably interfere with or interrupt
the operation and maintenance of the Building, and (iii) be upon such other
terms reasonably designated by Landlord (with the understanding, however, that
Landlord shall not have the right to impose additional charges on Tenant for
Tenant's use of such shaft space as contemplated by this Section 2.9). Tenant
shall install the Risers at Tenant's sole cost and expense. Tenant shall perform
such installation in accordance with the provisions of this Lease, including,
without limitation, the provisions pertaining to the performance of Alterations.
Landlord, at Landlord's cost and expense and at no cost to Tenant, and upon
reasonable prior notice to Tenant of not less than ninety (90) days, may, at any
time and from time to time during the Term, relocate any of the Risers;
provided, however, that (i) Landlord shall perform such relocation in a manner
that does not interfere with the operation of Tenant's business in any material
respect during ordinary business hours or Business Days, and (ii) if Landlord's
aforesaid relocation of any Risers would interfere in any respect with a system
that Tenant uses on a continuous basis for the conduct of Tenant's business
(such as, for example, the cabling for Tenant's live video feeds), then
Landlord, prior to removing such Risers, shall install and make operative new
Risers and cooperate with Tenant to enable Tenant to maintain the continuous
operation of such systems. Tenant, upon the Expiration Date, shall not be
required to remove the Risers (but Landlord reserves the right to require the
Risers to be disconnected, capped and sealed at Tenant's cost upon the
Expiration Date). Landlord and Tenant, at any time from and after the Last
Commencement Date, shall have the right to request that the other party promptly
execute and deliver a supplement hereto, in reasonable form, pursuant to which
the parties confirm the aforesaid shaft locations in which Tenant has the right
to install Risers as provided in this Section 2.9 (it being understood that the
parties' failure to

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execute and deliver any such supplement shall not impair Tenant's rights under
this Section 2.9 to use such shaft locations for the installation of Risers).

         Section 2.10 Subject to the terms of this Section 2.10, Landlord shall
not unreasonably withhold, condition, or delay its consent to an Alteration
consisting of Tenant's installation, either in the Premises or in a Tenant
Mechanical Area, of an emergency generator and a fuel tank or fuel tanks to
support Tenant's use and occupancy of the Premises for the conduct of Tenant's
business (such generator, such fuel tank or tanks, and the fuel and power risers
that Tenant installs in the Building in connection with such generator pursuant
to Section 2.9 hereof being referred to herein collectively as the "Emergency
Generator System"). If Tenant installs the Emergency Generator System in
accordance with the terms of this Section 2.10, then Tenant shall have the right
to maintain the Emergency Generator System for the Term. Tenant's installation
of the Emergency Generator System shall be at Tenant's sole cost and expense.
Tenant, as part of the installation of the Emergency Generator System that
Tenant performs under this Section 2.10, shall reinforce the structure of the
Building, if reasonably required by Landlord; provided, however, that if (i)
Landlord requires such reinforcement, (ii) Landlord can then be reasonably
expected to schedule such reinforcement to occur during the course of the Work,
and (iii) Tenant gives Landlord a notice requesting Landlord to perform such
reinforcement, then (I) Landlord shall perform such reinforcement as part of the
Work, (II) Tenant shall pay to Landlord the reasonable out-of-pocket costs
incurred by Landlord in connection therewith (it being understood that such
reinforcement shall constitute a Tenant Work Component for purposes of Article
22 hereof), and (III) such reinforcement shall constitute Post-Delivery Work for
purposes hereof, unless such reinforcement can be reasonably included in the
Pre-Delivery Work for the applicable Deliverable Unit without any material and
adverse effect on Landlord's performance of the Work, in which case such
reinforcement shall constitute Pre-Delivery Work for purposes hereof. If Tenant
exercises Tenant's rights to install the Emergency Generator System pursuant to
this Section 2.10, then Tenant, at Tenant's sole cost and expense, shall
operate, repair and maintain the Emergency Generator System in a manner that is
consistent with the Building Standard and that complies with all applicable
Requirements. Tenant shall have the right to operate the Emergency Generator
System at all times. If Tenant elects to install the Emergency Generator System
pursuant to this Section 2.10, then Tenant shall perform its installation of the
Emergency Generator System in accordance with the provisions of Article 3
hereof, and Landlord at such time shall make available to Tenant access (at
reasonable times and on reasonable notice) to the locations of the Building as
reasonably designated by Landlord for the construction, installation,
maintenance, repair, operation and use of the Emergency Generator System (it
being understood that Tenant's installation of Risers constituting the fuel
lines for the Emergency Generator System shall be governed by Section 2.9
hereof); provided, however, that Tenant shall have the right to access such
locations without giving any such advance notice to Landlord to the extent
reasonably necessary by reason of an Emergency. Tenant shall have the right to
make an appropriate installation (in accordance with the terms of Article 3
hereof) to restrict third parties from gaining access to the Emergency Generator
System (with the understanding, however, that Landlord or the Condominium
Association shall have the right to gain access to the aforesaid location where
Tenant installs the Emergency Generator System in accordance with the terms of
this Lease that govern the rights of Landlord and the Condominium Association to
access the Secure Areas).

                                       41
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         Section 2.11 Subject to the terms of this Section 2.11, Tenant shall
have the exclusive right to use during the Term a portion of the terrace that is
adjacent to the sixth (6th) floor of the Building (such portion of such terrace
being referred to herein as the "Terrace Area") solely as an outdoor seating and
reception area for the officers, employees and business guests of Tenant (or
other Permitted Occupants). The Terrace Area shall satisfy the requirements
applicable thereto as set forth in the Work Exhibit. Tenant shall not have the
right to permit any third parties to use the Terrace Area (except to the extent
such third party is a Permitted Occupant or a guest of a Permitted Occupant).
Tenant shall have the right to use the Terrace Area as contemplated by this
Section 2.11 only to the extent (if any) permitted by applicable Requirements.
Tenant shall comply with any applicable Rules and Regulations in connection with
Tenant's use of the Terrace Area as contemplated hereby. Tenant shall not use
the Terrace Area as a designated outdoor smoking area. Tenant shall not use the
Terrace Area in a manner that interferes in a material respect with the use and
occupancy of portions of the Building outside of the Premises. Tenant shall have
the right to make Alterations on the Terrace Area in accordance with the terms
of Article 3 hereof (including, without limitation, Alterations that constitute
the installation of outdoor lighting that is reasonably adequate for Tenant's
use of the Terrace Area at night); provided, however, that all such Alterations
(including, without limitation, any such outdoor lighting) shall be subject to
Landlord's prior approval, which approval Landlord shall not unreasonably
withhold, condition or delay (it being understood that Landlord, in considering
Tenant's request for approval of any such Alteration, shall have the right to
take into account the aesthetic impact of any such Alterations on the Building).
Tenant shall have the right to make appropriate installations (in accordance
with the terms of Article 3 hereof) to restrict third parties from gaining
access to the Terrace Area, except that Landlord (and the Condominium
Association) shall have access thereto in accordance with the terms of this
Lease that govern Landlord's right to gain access to the Premises. Tenant shall
maintain the Terrace Area during the Term in accordance with the Building
Standard. Tenant acknowledges that Landlord retains the right to use or to
permit the Condominium Association to use the portion of the terrace on which is
located the Terrace Area and that does not constitute the Terrace Area for the
purpose of installing lighting apparatus that is designed to highlight the
Building; provided, however, that if Landlord (or the Condominium Association)
uses such remaining portion of such terrace for the installation of lighting
apparatus that is designed to highlight the Building, then Landlord shall
install and operate such lighting apparatus in a manner that does not interfere
materially with Tenant's using the Terrace Area as an outdoor seating and
reception area or Tenant's use and occupancy of the Premises. Tenant
acknowledges that Landlord retains the right to use the Terrace Area to the
extent reasonably necessary for the operation of the window washing rigs for the
Building. Landlord shall store (or cause the Condominium Association to store)
the aforesaid window washing rigs in areas outside of the Premises and in
terrace areas that are not adjacent to the Premises, except that Landlord shall
not be required to store such window washing rigs, as aforesaid, during the
times that Landlord or the Condominium Association is using, or reasonably
preparing to use, such rigs for the maintenance of the Building. Tenant, at
Tenant's sole cost and expense, shall make with reasonable diligence and in
accordance with good construction practice any repairs that are required from
time to time to the roof of the Building on which is located the Terrace Area,
to the extent that such repairs are required by reason of (x) any Alterations
that Tenant performs on the Terrace Area, or (y) Tenant's use of the Terrace
Area as contemplated hereby limiting or otherwise making unavailable to Landlord
or the Condominium

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Association any roof warranty that would have otherwise been available;
provided, however, that the provisions of this clause (y) shall not apply if Eli
Zamek or John Kundrat (who serve as representatives of Landlord) have actual
personal knowledge as of the date hereof that Tenant's aforesaid use of the
Terrace Area limits or otherwise makes unavailable to Landlord or the
Condominium Association the roof warranty that would have otherwise been
available for the Building. Landlord, in designing the portion of the Work
consisting of the curtain wall that is adjacent to the Terrace Area, shall
consult in good faith with Tenant from time to time regarding the location and
number of doors that lead to the Terrace Area from the portion of the Premises
on the floor of the Building that is adjacent to the Terrace Area. Landlord, as
a Work Component that constitutes Post-Delivery Work, shall install terrace
pavers that are consistent with the roof system on the entire roof area of the
terrace on which is located the Terrace Area. Tenant shall not have the right to
use the Terrace Area as contemplated by this Section 2.11 until the last to
occur of (i) the Last Commencement Date, (ii) the date that Tenant occupies for
the conduct of business the Deliverable Unit in the portion of the Building that
is adjacent to the Terrace Area, and (iii) the date that Landlord is required
under Article 22 hereof to remove a Construction Hoist for which applicable
Requirements or good construction practice require the erection of a shed or
other similar protection over the Terrace Area (or the applicable portion
thereof). Tenant shall not have the right to use the Terrace Area during any
period after the Last Commencement Date that this Lease does not demise the
adjacent Rentable Area on the sixth (6th) floor of the Building.

         Section 2.12 Tenant shall design Tenant's installations of equipment
(including, without limitation, the Emergency Generator System and Tenant's
air-cooled chillers) in the Tenant Areas, and make the corresponding acoustical
attenuation installations, in either case to an acoustic design criterion not to
exceed NC 40 (+/- 2DB) within ten (10) feet of the applicable Tenant Area, and
NC 35 (+/- 2DB) beyond ten (10) feet of the applicable Tenant Area (in each case
as measured both horizontally and vertically); provided, however, that Tenant
shall not be deemed to be in violation of the terms of this Section 2.12 unless
the aforesaid acoustic design criterion is not met in portions of the Building
that do not constitute the Premises or Tenant Areas. Tenant shall also cause
Tenant's aforesaid installations of equipment to comply with any noise
limitations that apply under Requirements.

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                                    ARTICLE 3
                                   ALTERATIONS

         Section 3.1 (A) Subject to Section 2.6 hereof and to Section 3.4
hereof, Tenant shall not make any Alterations without Landlord's prior consent.
Landlord shall not unreasonably withhold, delay or condition its consent to any
proposed Alterations, provided that such Alterations (i) do not affect in any
material and adverse respect any part of the Building other than the Premises or
require any alterations, installations, improvements, additions or other
physical changes to be performed in or made to any portion of the Building other
than the Premises, (ii) do not affect in any material and adverse respect the
proper functioning of any Shared Building System or any Remote Building System,
(iii) do not affect in any material and adverse respect the structure of the
Building, and (iv) subject to the provisions of Article 15 hereof, do not
require a change to, or otherwise affect the validity of, the certificate of
occupancy for the Building (other than the Premises). Landlord, in determining
whether to reasonably approve a particular Alteration to the Bridge Building,
shall have the right to take into account the aesthetic impact thereof on the
Lexington Place Courtyard. If Tenant proposes to make an Alteration that is
designed principally (x) to be visible from the Lexington Place Courtyard, or
(y) as a means of advertising or otherwise promoting a product or service in a
manner that is visible from the outside of the Premises, then Landlord shall
have the right to take into account the aesthetic impact thereof on the
appearance of the Building in considering whether to reasonably approve such
Alteration.

                             (B) (1) Subject to Section 3.4 hereof, Tenant,
prior to making any Alterations, shall submit to Landlord plans and
specifications (including layout, architectural, mechanical and structural
drawings) for the proposed Alteration that contain sufficient detail to enable
Landlord to reasonably assess such plans and specifications. Subject to Section
3.4 hereof, Tenant shall not commence any such Alteration without first
obtaining Landlord's approval of such plans and specifications in accordance
with Section 3.1(B)(9) hereof, which, in the case of Alterations that meet the
criteria set forth in Section 3.1(A) above, shall not be unreasonably withheld,
conditioned or delayed. Landlord, in reviewing Tenant's plans for Alterations
that contemplate the installation of aquariums, shall have the right to require
Tenant to install appropriate waterproofing to protect installations in portions
of the Building outside of the Premises that lie below such aquariums.

                             (2) Tenant, at Tenant's expense, shall obtain,
prior to the performance of any Alteration, all permits, approvals and
certificates required by any Governmental Authorities in connection therewith,
it being agreed that all filings with Governmental Authorities to obtain such
permits, approvals and certificates shall be made, at Tenant's expense, by a
Person reasonably designated by Tenant and approved by Landlord, which approval
Landlord shall not unreasonably withhold, delay, or condition (any such Person
reasonably designated by Tenant and approved by Landlord being referred to
herein as "Tenant's Expediter"). Tenant shall cause Tenant's Expediter to
consult with Landlord's expediter promptly after Landlord's request from time to
time.

                             (3) Tenant, prior to performing any Alteration,
shall furnish to Landlord duplicate original policies of, or, at Tenant's
option, certificates of, (i) workers' compensation insurance in amounts not less
than statutory limits (covering all persons to be employed by Tenant, and
Tenant's contractors and subcontractors, in either case in connection

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with such Alteration), (ii) commercial general liability insurance (including
products and completed operations and bodily injury coverage) naming Landlord
and its agents, and any Lessor and any Mortgagee, as additional insureds, and
(iii) builder's risk insurance, in each case in customary form and in
commercially reasonable amounts, and issued by insurers that satisfy the
requirements set forth in Article 9 hereof for the period during which such
Alteration is being performed (it being understood that in determining whether
such insurance is in commercially reasonable amounts, the parties shall take
into account the amount of such insurance customarily carried by reputable
contractors, subcontractors and construction managers in connection with the
performance of the type of work similar to the Alterations being performed by
Tenant).

                             (4) Upon Substantial Completion of an Alteration,
Tenant, at Tenant's expense, shall (i) obtain certificates of final approval of
such Alteration to the extent required by any Governmental Authority, (ii)
furnish Landlord with copies of such certificates, and (iii) give to Landlord
copies of the final, marked drawings and field notes for such Alteration, to the
extent that Tenant has obtained such drawings or notes (it being understood that
(x) Tenant shall use commercially diligent efforts to obtain such drawings and
notes to the extent that such drawings and notes are ordinarily prepared in
accordance with good construction practice upon the completion of work that is
similar to the applicable Alteration, and (y) Tenant shall supply such drawings
to Landlord in CADD format to the extent that Tenant otherwise has had such
drawings prepared in CADD format). All filings with Governmental Authorities to
obtain such permits, approvals and certificates shall be made, at Tenant's
expense, by Tenant's Expediter.

                             (5) All Alterations shall be made and performed
substantially in accordance with the plans and specifications therefor as
approved by Landlord (to the extent such approval of Landlord is required under
this Article 3), all Requirements and the Rules and Regulations. All materials
and equipment to be incorporated in the Premises as a result of any Alterations
or a part thereof shall be first quality.

                             (6) No Alteration at a cost for labor and materials
(as reasonably estimated by Landlord's architect, engineer or contractor) in
excess of One Million Dollars ($1,000,000), either individually or in the
aggregate with any other reasonably related Alteration constructed in any twelve
(12) month period, shall be undertaken prior to Tenant's delivering to Landlord
either (i) a performance bond and labor and materials payment bond (issued by a
surety company and in form reasonably satisfactory to Landlord), each in an
amount equal to such estimated cost, or (ii) such other security that is
reasonably satisfactory to Landlord or that is required by a Mortgagee or
Lessor; provided, however, that Tenant shall not be required to provide any such
bond or any such security during the period that Tenant satisfies the Credit
Requirement.

                             (7) Subject to the terms of this Section 3.1(B)(7),
if (x) as a direct result of any Alterations performed by Tenant, any
alterations, installations, improvements, additions or other physical changes
are required to be performed or made to any portion of the Building other than
the Premises in order to comply with any Requirement (any such alterations,
installations, improvements, additions or changes being referred to herein as a
"Building Change"), and (y) such Building Change would not otherwise have had to
be performed pursuant

                                       45
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to applicable Requirements at such time, then (I) Landlord, the Condominium
Association or the owner of the unit of the Condominium affected thereby may
perform the Building Change, (II) Tenant shall pay to Landlord, such unit owner,
or the Condominium Association an amount equal to the reasonable out-of-pocket
costs incurred by Landlord, such unit owner, or the Condominium Association in
making such Building Change, within ten (10) days after demand therefor by
Landlord, and (III) Tenant, prior to the performance of such Building Change by
Landlord, such unit owner, or the Condominium Association, shall provide
Landlord, such unit owner, or the Condominium Association with such security as
Landlord, such unit owner, or the Condominium Association reasonably requires,
in an amount equal to the cost of such Building Change, as reasonably estimated
by the architect, engineer or contractor reasonably designated by Landlord, such
unit owner, or the Condominium Association; provided, however, that Tenant shall
not be required to provide any such security during the period that Tenant
satisfies the Credit Requirement. Prior to making any Building Change, Landlord
shall notify Tenant and consult with Tenant with respect thereto (or Landlord
shall cause the Condominium Association or such unit owner to notify Tenant and
consult with Tenant with respect thereto, as the case may be). Tenant shall not
be required to make the reimbursement of the cost of performing Building Changes
as contemplated by this Section 3.1(B)(7) unless Landlord provides Tenant with
reasonable supporting information therefor, promptly after Tenant's request.
Tenant shall not be required to pay for the cost of a Building Change, or
provide the aforesaid security, in either case as contemplated by this Section
3.1(B)(7), if (i) Tenant submitted to Landlord for Landlord's approval the plans
and specifications for the applicable Alteration as contemplated by this Article
3, (ii) Landlord then had knowledge or reasonably should have known of the
Building Change that is required by reason thereof, and (iii) Landlord failed to
advise Tenant of such Building Change concurrently with Landlord's approval of
the applicable Alteration. Either Landlord or Tenant shall have the right to
submit to an Expedited Arbitration Proceeding a dispute between the parties
regarding the cost of a Building Change that Tenant is required to pay under
this Section 3.1(B).

                             (8) Any Alteration (other than Non-Material
Alterations) shall be performed only under the supervision of an independent
licensed architect approved by Landlord (which approval shall not be
unreasonably withheld, conditioned, or delayed). Landlord hereby approves the
architects listed on Exhibit 3.1 attached hereto and made a part hereof for
purposes of the Initial Alterations.

                             (9) Subject to the terms of this Section 3.1(B)(9),
if (x) Tenant submits (or resubmits) to Landlord plans and specifications for
any Alteration, and (y) Landlord fails to respond to such plans and
specifications within ten (10) Business Days after the date that Tenant makes
such submission, then Landlord shall be deemed to have approved such plans and
specifications for purposes hereof; provided, however, that if such plans and
specifications submitted by Tenant describe the Initial Alterations to more than
one (1) floor of the Building, then Landlord shall not be deemed to have
approved such plans and specifications unless Landlord fails to respond thereto
within fifteen (15) Business Days after Tenant submits such plans and
specifications to Landlord. In addition, Landlord shall use Landlord's diligent
efforts to respond to Tenant's plans and specifications for proposed Alterations
as expeditiously as reasonably practicable. Landlord acknowledges that Tenant
shall have the right to submit to

                                       46
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Landlord partial or incomplete plans and specifications for proposed Alterations
for Landlord's approval as provided in this Article 3 (with the understanding
that Landlord retains the right to review, and, if necessary, disapprove, the
final plans and specifications for the applicable Alteration to the extent, and
on the basis, that such final plans and specifications disclose material items
that (x) were not disclosed previously on the partial or incomplete plans and
specifications, (y) are a new concept, and (z) not merely further developments
of items disclosed previously on the partial and incomplete plans and
specifications). Any disapproval given by Landlord shall be accompanied by a
statement in reasonable detail of the reasons for such disapproval. Landlord
reserves the right to disapprove any plans and specifications in part, to
reserve approval of items shown thereon pending its review and approval of other
plans and specifications pertaining to such items, and to condition its approval
upon Tenant making reasonable revisions to the plans and specifications or
supplying additional information. Any review or approval by Landlord of any
plans and/or specifications or any preparation or design of any plans by
Landlord's architect or engineer (or any architect or engineer designated by
Landlord) with respect to any Alteration is solely for Landlord's benefit, and
without any representation or warranty whatsoever to Tenant or any other Person
with respect to the compliance thereof with any Requirements, the adequacy,
correctness or efficiency thereof or otherwise.

                             (C) (1) Subject to the terms of this Section
3.1(C), Tenant shall be permitted to perform Alterations at any time. If
Tenant's performance of an Alteration (other than the Initial Alterations in the
Initial Premises) materially interferes with or interrupts the operation or
maintenance of the Building or unreasonably interferes with or interrupts the
use and occupancy of the Building by others, then such Alteration shall be
performed at such other times as Landlord or the Condominium Association may
from time to time reasonably designate. Subject to the terms of this Section
3.1(C), Tenant's Property installed by Tenant, and all Alterations in and to the
Premises which may be made by Tenant at its own cost and expense (without
contribution from Landlord) prior to and during the Term, shall remain the
property of Tenant.

                             (2) Subject to the terms of this Section 3.1(C),
Tenant, on or prior to the Expiration Date, shall (i) remove Tenant's Property
from the Premises, and (ii) repair and restore in a good and workerlike manner
any damage to the Building caused by the installation thereof or such removal to
a condition that is customary and reasonable assuming that Landlord intends to
demolish the interior installation in the Premises after the Expiration Date;
provided, however, that Landlord shall have the right to require Tenant to so
repair and restore any damage to the Building caused by the installation or
removal of such Tenant's Property to good condition (and not merely to the
condition that is customary and reasonable assuming that Landlord intends to
demolish the interior installation in the Premises after the Expiration Date) if
(x) Landlord then intends, in good faith, to use such interior installation
after the Expiration Date, and (y) Landlord gives notice thereof to Tenant on or
prior to the ninetieth (90th) day before the Expiration Date (or within ten (10)
days after the Expiration Date, if the Expiration Date is not the Fixed
Expiration Date or the last day of the Renewal Term, as the case may be).
Landlord, upon notice given at least one hundred eighty (180) days prior to the
Fixed Expiration Date or the last day of the Renewal Term, as the case may be,
or within ten (10) days after the Expiration

                                       47
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Date upon the earlier termination of the Term, may require Tenant to remove any
Specialty Alterations, and to repair and restore in a good and workerlike manner
any damage to the Building caused by the installation thereof or such removal
(including, without limitation, restoring the slab of any floors perforated in
connection with such Specialty Alterations) to a condition that is customary and
reasonable assuming that Landlord intends to demolish the interior installation
in the Premises after the Expiration Date; provided, however, that (I) Landlord
shall have the right to require Tenant to so repair and restore any damage to
the Building caused by the installation or removal of such Specialty Alterations
to good condition (and not merely to the condition that is customary and
reasonable assuming that Landlord intends to demolish the interior installation
in the Premises after the Expiration Date) if (x) Landlord then intends, in good
faith, to use such interior installation after the Expiration Date, and (y)
Landlord gives notice thereof to Tenant on or prior to the ninetieth (90th) day
before the Expiration Date (or within ten (10) days after the Expiration Date,
if the Expiration Date is not the Fixed Expiration Date or the last day of the
Renewal Term, as the case may be), and (II) Tenant shall not be required to
remove any Specialty Alterations that constitute Qualified Specialty
Alterations. If Tenant elects to remove any Alterations from the Building, then
Tenant shall repair and restore in a good and workerlike manner any damage to
the Building caused by the installation thereof or such removal to a condition
that is customary and reasonable assuming that Landlord intends to demolish the
interior installation in the Premises after the Expiration Date; provided,
however, that Landlord shall have the right to require Tenant to so repair and
restore any damage to the Building caused by the installation or removal of such
Alterations to good condition (and not merely to the condition that is customary
and reasonable assuming that Landlord intends to demolish the interior
installation in the Premises after the Expiration Date) if (x) Landlord then
intends, in good faith, to use such interior installation after the Expiration
Date, and (y) Landlord gives notice thereof to Tenant on or prior to the
Expiration Date (or within ten (10) days after the Expiration Date, if the
Expiration Date is not the Fixed Expiration Date or the last day of the Renewal
Term, as the case may be). Subject to Section 3.4 hereof, Tenant shall not
remove any raised flooring or any mechanical, electrical, plumbing or other
similar equipment or components from the Premises without Landlord's prior
consent (which consent Landlord shall not unreasonably withhold, condition or
delay). Nothing contained in this Section 3.1(C)(2) shall obligate Tenant, upon
the expiration or earlier termination of the Term, to repair ordinary wear and
tear to the Premises, or to repaint the Premises or repair or replace the floor
coverings in the Premises.

                             (3) If Tenant has an obligation to remove Tenant's
Property or Specialty Alterations, or to otherwise repair or restore the
Premises, in either case pursuant to this Section 3.1(C), then Tenant shall have
the right to request that Landlord perform such removal, repair or restoration,
by giving notice thereof to Landlord on or prior to the tenth (10th) day after
the date that Landlord gives Tenant a notice to the effect that such removal,
repair, or restoration is required, as contemplated by Section 3.1(C)(2) hereof.
If Tenant gives such request to Landlord, then Landlord and Tenant shall each
have the right to give to the other party, simultaneously, on a date determined
by Landlord and Tenant (or on the fifteenth (15th) day after the date that
Tenant gives such request to Landlord, if the parties fail to agree on another
date), their respective determinations of the out-of-pocket costs that Landlord
can reasonably expect to incur in performing such removal, repair or
restoration. If either party fails to give its

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determination of such costs to the other party on such date, then such party's
determination for purposes of this Section 3.1(C) shall be deemed to be equal to
the determination submitted by the other party on or prior to such date (and,
accordingly, Tenant shall pay to Landlord an amount equal to such determination
submitted by such other party within thirty (30) days after such other party
submits such determination to such party). If neither party submits such
determination to the other party on or prior to such date, then Tenant shall not
be required to pay to Landlord any amounts for the performance of such removal,
repair or restoration as contemplated by this Section 3.1(C). If (x) the
determinations submitted by both parties are not equal, and (y) the parties fail
to make a mutual determination within ten (10) days after the date that the
parties submit their respective determinations of such costs to each other as
contemplated by this Section 3.1(C), then either party shall have the right to
submit to an Expedited Arbitration Proceeding the sole issue of determining
which of the two (2) determinations submitted by the parties constitutes the
better estimate of the costs that Landlord can reasonably expect to incur in
performing such removal, repair or restoration. Tenant shall pay to Landlord the
amount so determined by agreement of the parties or by an Expedited Arbitration
Proceeding within thirty (30) days after such determination is made. If (I)
Landlord gives Tenant a notice as contemplated by Section 3.1(C)(2) hereof to
the effect that Tenant is required to remove Tenant's Property or Specialty
Alterations, or otherwise repair and restore the Premises, (II) Tenant exercises
Tenant's rights as contemplated by this Section 3.1(C)(3) to require Landlord to
perform such removal, repair or restoration, and (III) Tenant does not permit
Landlord to enter upon the Premises during the last sixty (60) days of the Term
to the extent reasonably necessary to permit Landlord to perform such removal,
repair or restoration, then Tenant shall pay to Landlord, for each month after
the expiration or the earlier termination of the Term that Landlord reasonably
requires to perform such removal, repair or restoration, an amount equal to the
Rental that was due hereunder for the last month of the Term (which amount shall
be pro-rated equitably to the extent that Landlord does not require an entire
calendar month to perform such removal, repair or restoration).

                             (4) Prior to Tenant's performance of a Specialty
Alteration, Tenant shall have the right to request (simultaneously with Tenant's
submission to Landlord of plans and specifications for such Specialty
Alteration) that Landlord designate that Tenant shall not be required to remove
such Specialty Alteration upon the expiration or earlier termination of the
Term. Landlord shall have the right to approve or deny any such request in
Landlord's sole discretion. If Tenant makes any such request, and, together with
such request, identifies the provisions of this Section 3.1(C) requiring
Landlord to respond thereto not later than the date that Landlord's approval of
such plans and specifications is deemed to be granted pursuant to Section
3.1(B)(9) hereof, and Landlord either approves such request, or fails to respond
to Tenant's aforesaid request on or prior to such date, then Landlord shall not
have the right to require Tenant to remove such Specialty Alteration upon the
expiration or earlier termination of the Term (any such Specialty Alteration
which Tenant shall not be required to remove as aforesaid being referred to
herein as a "Qualified Specialty Alteration").

                       (D) All Alterations shall be performed, at Tenant's sole
cost and expense, by Landlord's Contractor or, at Tenant's option, by
Contractors approved by Landlord (which approval shall not be unreasonably
withheld, conditioned, or delayed). Prior to making

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an Alteration, at Tenant's request, Landlord shall furnish Tenant with a list of
Contractors who may perform Alterations to the Premises on behalf of Tenant,
which list shall contain not less than four (4) independent Contractors for each
trade that (i) charge commercially competitive rates, (ii) are not Affiliates of
Landlord, and (iii) have no arrangement with Landlord to share revenue or
profits deriving from Tenant's performance of Alterations. If Tenant engages any
Contractor set forth on the list, then Tenant shall not be required to obtain
Landlord's consent for such Contractor unless, prior to the earlier of (a)
entering into a contract with such Contractor, and (b) the commencement of work
by such Contractor, Landlord (x) notifies Tenant that such Contractor has been
removed from the list, and (y) advises Tenant of a reasonable substitute for the
Contractor that Landlord removed from the list. With respect to the Initial
Alterations, Tenant may select any of the Contractors set forth on Exhibit 3.1
attached hereto and made a part hereof, with the understanding, however, that
Landlord shall have the right to substitute a Contractor for a Contractor listed
on Exhibit 3.1 attached hereto if Landlord has good reason to conclude that such
Contractor's reputation or capacity to perform work has suffered a material and
adverse change by giving notice thereof (including such reason) prior to the
date that Tenant engages such Contractor listed on Exhibit 3.1 attached hereto
for the Initial Alterations.

                       (E) Subject to the terms of this Section 3.1(E), any
mechanic's lien filed against the Premises for work done for, or materials
furnished to, Tenant shall be discharged by Tenant within thirty (30) days after
Tenant has received notice thereof, at Tenant's expense, by payment or filing
the bond required by law (which discharge must be filed, but is not required to
be of record, within such period of thirty (30) days). Tenant shall not be
required to discharge any such lien that derives from the Work, Landlord's
performance of any other work in the Premises, or any other act or omission of
Landlord (except that Tenant shall be required to discharge any such lien that
derives from Tenant's failure to pay when due the cost of any Tenant Work
Component in accordance with the provisions of Article 22 hereof).

                       (F) Subject to Section 22.7 hereof, Tenant shall not, at
any time prior to or during the Term, directly or indirectly employ, or permit
the employment of, any contractor, mechanic or laborer in the Premises, whether
in connection with any Alteration or otherwise, if such employment would
interfere or cause any conflict with other contractors, mechanics or laborers
engaged in the construction, maintenance or operation of the Building by
Landlord, the Condominium Association, Tenant or others. Landlord and Tenant
shall attempt (and shall cause all affected parties to attempt) to promptly
resolve any labor disputes in a commercially reasonable manner. In the event of
any such conflict and the failure of the parties to resolve the same pursuant to
the immediately preceding sentence, Tenant, upon demand of Landlord, shall take
all reasonable measures to cause all contractors, mechanics or laborers causing
such interference or conflict to leave the Building promptly or shall take such
other action as may be necessary to end such conflict. Landlord and Tenant
acknowledge that Landlord intends to use personnel who are members of
established New York City construction trade unions for the construction of the
Building.

         Section 3.2 Tenant shall pay to Landlord or to Landlord's agent from
time to time in connection with the performance of any Alterations, within
thirty (30) days after demand therefor, as additional rent, a fee equal to the
reasonable out-of-pocket costs incurred by Landlord

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in reviewing the plans and specifications for such Alteration, except that
Tenant shall not be required to pay such fee for the Initial Alterations to the
Initial Premises. Landlord shall provide Tenant with copies of supporting
documentation for any such payments required by Landlord from Tenant, promptly
after Tenant's request therefor.

         Section 3.3 (A) Upon the request of Tenant, Landlord shall join in (and
execute) any applications for any permits or approvals required to be obtained
by Tenant in connection with any Alteration (provided that the provisions of the
applicable Requirement require that Landlord joins in (and executes) such
application) and shall otherwise cooperate reasonably with Tenant in connection
therewith, provided that Landlord shall not be obligated to incur any cost or
expense (except to the extent that Tenant has agreed to promptly reimburse
Landlord therefor), including, without limitation, reasonable attorneys' fees
and disbursements, or suffer any liability in connection therewith. Tenant shall
prepare any such applications that Tenant requires Landlord to execute. Landlord
shall join in (and execute) such applications as aforesaid within seven (7)
Business Days after Tenant's request (which shall include a copy of such
applications). Landlord acknowledges that Tenant shall have the right to request
Landlord to join in (and execute) such applications pursuant to this Section
3.3(A) before Landlord has reviewed, or approved, the plans and specifications
for the applicable Alteration as contemplated by this Article 3. Tenant
acknowledges that Landlord's joining in any such applications, or Landlord's so
cooperating with Tenant in connection therewith, prior to Landlord's approval of
the applicable Alteration (to the extent that Landlord has the right to approve
such Alteration under this Article 3) shall be without prejudice to Landlord's
right to thereafter reject the applicable Alteration in accordance with the
provisions hereof. Tenant shall reimburse Landlord as aforesaid within thirty
(30) days after Landlord's request therefor (it being understood that Landlord
shall include in such request reasonable supporting evidence therefor).

                       (B) Upon the request of Landlord, Tenant shall join in
(and execute) any applications for any permits or approvals required to be
obtained by Landlord in connection with any work performed by the Landlord
(provided that the provisions of the applicable Requirement require that Tenant
joins in (and executes) such application) and shall otherwise cooperate
reasonably with Landlord in connection therewith, provided that Tenant shall not
be obligated to incur any cost or expense (except to the extent that Landlord
has agreed to promptly reimburse Tenant therefor), including, without
limitation, reasonable attorneys' fees and disbursements, or suffer any
liability in connection therewith. Landlord shall prepare any such applications
that Landlord requires Tenant to execute. Tenant shall join in (and execute)
such applications as aforesaid within seven (7) Business Days after Landlord's
request therefor (which shall include a copy of such applications). Landlord
shall reimburse Tenant as aforesaid within thirty (30) days after Tenant's
request therefor (it being understood that Tenant shall include in such request
reasonable supporting evidence therefor).

         Section 3.4 Anything contained in this Article 3 to the contrary
notwithstanding, Landlord's consent shall not be required with respect to any
Alteration for which Landlord's consent is otherwise required pursuant to this
Article 3, provided that such Alteration (i) is not visible in any material
respect (other than during the construction thereof) from the Lexington Place
Courtyard, (ii) does not materially and adversely affect any part of the
Building other than

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the Premises and the Premises Systems or require any alterations, installations,
improvements, additions or other physical changes to be performed in or made to
any portion of the Building other than the Premises and the Premises Systems,
(iii) does not affect in any material and adverse respect the proper functioning
of any Shared Building System or any Remote Building System, (iv) does not
adversely affect the structure of the Building in any material respect, (v) does
not involve a perforation of more than five (5) inches in diameter to a floor
slab of the Premises, (vi) subject to the provisions of Article 15 hereof, does
not violate (or otherwise affect the validity of) the certificate of occupancy
for the Building (other than the Premises), (vii) is not designed principally as
a means of advertising or otherwise promoting any product or service in a manner
that is visible from the outside of the Premises, and (viii) is not reasonably
expected to have a cost for labor and materials of more than One Million Dollars
($1,000,000), either individually or in the aggregate with other reasonably
related Alterations constructed within any twelve (12) month period; provided,
however, that (I) on January 1, 2002 and on January 1 of each succeeding year
during the Term the aforesaid amount of One Million Dollars ($1,000,000) shall
be adjusted to reflect any increase in the Consumer Price Index from the
Consumer Price Index that is in effect on the date hereof, and (II) this Section
3.4 shall not abrogate Landlord's right to approve Alterations to the extent
that such right derives from provisions of this Lease other than this Article 3.
At least five (5) days prior to making any such Alteration, Tenant shall submit
to Landlord for informational purposes only the detailed plans and
specifications for such Alterations to the extent that any Governmental
Authority or the Condominium Association requires such plans or specifications
or Tenant otherwise prepares such plans and specifications. Any such Alteration
shall otherwise be performed in compliance with the provisions of this Article
3.
         Section 3.5 Subject to the terms of this Section 3.5, Landlord shall
not unreasonably withhold, condition or delay Landlord's approval of Tenant's
making an Alteration to install a mezzanine or mezzanines in the Premises.
Tenant shall have the right to install any such mezzanine solely to the extent
permitted by Requirements. Tenant shall only have the right to install the
aforesaid mezzanine or mezzanines in the Bridge Building or in the Lower Level
Space that is located on Lower Level 2 of the Building. Tenant acknowledges that
Landlord, in considering whether to approve the construction of any such
mezzanine in the Bridge Building, shall have the right to take into account to a
reasonable extent the impact of such mezzanine on the appearance of the exterior
of the Building. Tenant shall construct any such mezzanine in the Bridge
Building so that no part of such mezzanine is south of the lowest ceiling bow
truss. Tenant acknowledges that any such mezzanine that Tenant constructs in the
Bridge Building shall not visually engage the curtain wall on the north side of
the Bridge Building (it being understood, however, that Landlord shall cooperate
reasonably with Tenant in developing a design for any such mezzanine that does
not engage such curtain wall visually, but nevertheless separates the area above
such mezzanine from the area below such mezzanine, perhaps with a plexiglass
barrier or other similar material). Tenant shall otherwise perform such
construction of any such mezzanine in accordance with the terms of this Article
3. Tenant's installation of any such mezzanine shall not constitute a Qualified
Specialty Alteration for purposes hereof. The Usable Area of all mezzanines that
Tenant constructs in the Bridge Building pursuant to this Section 3.5 shall not
exceed Three Thousand Five Hundred (3,500) square feet. Tenant shall not have
the right to make Alterations that result in a net increase in the floor area of
the Premises for

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purposes of the Zoning Resolution of The City of New York (from the greater of
(I) the floor area that existed on the Commencement Date for the Premises
(including, without limitation, any Incremental Area in Premises that would have
constituted floor area if such Incremental Area had not been used for
staircases, shaftways, or telecommunications areas), and (II) the floor area
that would have existed on the Commencement Date for the Premises (including,
without limitation, any Incremental Area in the Premises that would have
constituted floor area if such Incremental Area had not been used for
staircases, shaftways, or telecommunications areas) but for the installation of
Tenant Work Components). Except to the extent otherwise expressly set forth in
Articles 10 and 11 hereof, any change in the Usable Area of a Deliverable Unit
that occurs from and after the Commencement Date for such Deliverable Unit
(including, without limitation, a change in the Usable Area of a Deliverable
Unit that derives from Tenant's making Alterations therein) shall not affect the
parties' determination of the Usable Area thereof for purposes hereof.

         Section 3.6 Subject to the terms of this Section 3.6, Landlord shall
not unreasonably withhold, condition or delay its consent to Tenant's using the
louvers that Landlord is installing in the Tenant Mechanical Areas as part of
the Work in accordance with Article 22 hereof for purposes of drawing outside
air into, or for exhausting air from, the Premises to reasonably accommodate
Tenant's supplemental HVAC system and any other Alteration requiring an exhaust
or air intake system. Tenant shall not have the right to use such louvers to the
extent that such louvers are otherwise required for Shared Building Systems or
Remote Building Systems, except that Landlord shall not have the right to limit
Tenant's use of such louvers in a manner that results in there being
insufficient louver space to service the Tenant systems and equipment being
installed in the Premises as contemplated by the Work Exhibit or Exhibit 3.9
attached hereto in either case in accordance with the specifications for such
equipment or systems. Landlord shall also have the right to reserve a reasonable
portion of the available louver space for other occupants of the Building,
except that Landlord shall not have the right to so reserve louver space for
other occupants of the Building if the louvers that are available to Tenant do
not service the equipment and systems being installed in the Premises as
contemplated by the Work Exhibit or by Exhibit 3.9 attached hereto, in either
case in accordance with the specifications for such equipment or systems. Tenant
also shall have the right to use Tenant's pro-rata share (determined based on
the ratio that the Usable Area of the Premises bears to the Usable Area of the
Building) of any louver space that is available from time to time during the
Term; provided, however, that Tenant shall not have the right to use such
additional louver space (x) until Landlord makes a reasonable determination that
all of the other users of space in the Building have made the louver
installations that such other users require or are reasonably expected to
require, or (y) to the extent that Landlord reasonably determines that Landlord
(or the Condominium Association) will require such available louver space for
Building Systems. Tenant shall not use such louvers to exhaust or intake air to
the extent such exhaust or intake violates any applicable Requirements. Tenant's
installation of any such air intake or exhaust system shall be at Tenant's sole
cost and expense. Tenant shall perform its installation of such air intake or
exhaust system in accordance with the provisions of this Article 3. If Tenant
uses any such louvers as contemplated by this Section 3.6, then Tenant, at
Tenant's sole cost and expense, shall operate, repair, clean, and maintain such
louvers that Tenant uses in a manner that is consistent with the Building
Standard and that complies with all applicable Requirements (it being understood
that if Tenant is not using any such louver exclusively, then (x) Landlord shall
(or Landlord shall cause the

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Condominium Association to) operate, repair, clean and maintain such louver, and
(y) Tenant shall pay Tenant's fair share of the costs thereof, which shall be
determined based on the area of such louver that is used by Tenant). Landlord
shall have the right to require Tenant to install a roto-clone system (or other
similar system) in connection with Tenant's use of the louvers of the Building
as contemplated by this Section 3.6 for kitchen exhaust; provided, however, that
Landlord shall not have the right to require Tenant to install such roto-clone
system (or other similar system) if (x) other occupants of the Building are
using similar louvers of the Building for similar kitchen exhaust purposes, and
(y) neither Landlord nor the Condominium Association has required such other
occupants to install such roto-clone system (or other similar system) in
connection therewith. Tenant shall have the right to require Landlord to clean
and maintain Tenant's louver installations as contemplated by this Section 3.6,
in which case Tenant shall pay to Landlord that costs that Landlord incurs in
connection therewith as Operating Expenses in accordance with the terms hereof.
Nothing contained in this Section 3.6 limits Landlord's obligation to install
louvers for the Premises to the extent such installation otherwise constitutes
part of the Work. Landlord shall clean and maintain (or cause the Condominium
Association to clean and maintain) during the Term the exterior surfaces of the
louvers that Landlord is installing as part of the Work (it being understood
that the costs that Landlord incurs in connection therewith shall constitute
Operating Expenses to the extent provided in Article 26 hereof). If (x) Tenant
uses any particular louver as contemplated by this Section 3.6, and (y) such
louver is not also used for a Building System or a system installed by or for
another occupant of the Building, then Tenant, at Tenant's sole cost and
expense, shall close any portion of such louver that is not used by Tenant's
system.

         Section 3.7 Tenant, as part of the Initial Alterations, shall install
in the Exclusive Lobby Area a lobby installation that conforms with the Building
Standard.

         Section 3.8 (A) Subject to the terms of this Section 3.8(A), if there
exists a violation of applicable Requirements at the Building that impedes or
increases the cost of (i) Tenant's performance of an Alteration, (ii) Tenant's
obtaining a permit from the applicable Governmental Authority for any such
Alteration, (iii) Tenant's obtaining an amendment to the certificate of
occupancy for the Premises pursuant to Article 15 hereof, or (iv) Tenant's
obtaining a permit from the applicable Governmental Authority for the conduct of
Tenant's business in the Premises as contemplated by Section 2.4 hereof (any
such violation being referred to herein as an "Impeding Building Violation"),
then Landlord, at Landlord's expense, shall cause the Impeding Building
Violation to be removed as promptly as reasonably practicable after Tenant gives
Landlord notice thereof. Nothing contained in this Section 3.8 shall require
Landlord to remove any such violation to the extent that Section 6.1 hereof
requires Tenant to comply therewith. If (i) an Impeding Building Violation
exists, (ii) Tenant gives Landlord notice thereof, (iii) Landlord fails to
remedy the Impeding Building Violation within thirty (30) days after Tenant
gives Landlord notice thereof, (iv) Tenant, in such notice, describes with
reasonable particularity the out-of-pocket costs that Tenant then reasonably
expects to incur to the extent attributable solely to the existence of the
Impeding Building Violation, (v) Tenant gives to Landlord from time to time
additional notices that describe with reasonable particularity the out-of-pocket
costs that Tenant actually incurs to the extent attributable solely to the
existence of the Impeding Building Violation, with reasonable promptness after
the date that Tenant so incurs

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such costs, and (vi) Tenant takes reasonable steps to minimize such costs to the
extent reasonably practicable, then Landlord shall reimburse Tenant for such
costs within thirty (30) days after Tenant's request therefor. Either party
shall have the right to submit any dispute between the parties regarding any
such costs to be reimbursed by Landlord to Tenant to an Expedited Arbitration
Proceeding.

                       (B) If (I) there exists a violation of applicable
Requirements with which Tenant is required to comply pursuant to the terms
hereof, and (II) such violation impedes or increases the cost of any work being
performed in the Building by or on behalf of Landlord, the owner of a unit in
the Condominium, or the Condominium Association, or any approval of a
Governmental Authority that is required in connection therewith (any such
violation being referred to herein as an "Impeding Premises Violation"), then
Tenant, at Tenant's expense, shall cause the Impeding Premises Violation to be
removed as promptly as reasonably practicable after Landlord gives Tenant notice
thereof. If (i) an Impeding Premises Violation exists, (ii) Landlord gives
Tenant notice thereof, (iii) Tenant fails to remedy the Impeding Premises
Violation within thirty (30) days after Landlord gives Tenant notice thereof,
(iv) Landlord, in such notice, describes with reasonable particularity the
out-of-pocket costs that Landlord (or such unit owner or the Condominium
Association) then reasonably expects to incur to the extent attributable solely
to the existence of the Impeding Premises Violation, (iv) Landlord gives to
Tenant from time to time additional notices that describe with reasonable
particularity the out-of-pocket costs that Landlord (or such unit owner or the
Condominium Association) actually incurs to the extent attributable solely to
the existence of the Impeding Premises Violation, with reasonable promptness
after the date that Landlord (or such unit owner or the Condominium Association)
so incurs such costs, and (v) Landlord (or such unit owner or the Condominium
Association) takes reasonable steps to minimize such costs to the extent
reasonably practicable, then Tenant shall reimburse Landlord (or such unit owner
or the Condominium Association) for such costs within thirty (30) days after
Landlord's request therefor. Either party shall have the right to submit to an
Expedited Arbitration Proceeding any dispute between the parties regarding any
such costs to be reimbursed by Tenant to Landlord (or such unit owner or the
Condominium Association).

         Section 3.9 Subject to the terms of this Section 3.9, Landlord hereby
consents in concept to Tenant's making the Initial Alterations described on
Exhibit 3.9 attached hereto. If Tenant submits plans and specifications for such
Initial Alterations to Landlord for Landlord's approval as contemplated by
Section 3.1(B) hereof (to the extent that such Initial Alterations are otherwise
subject to Landlord's prior approval under this Article 3), then Landlord shall
not have the right to withhold such approval unless (i) the scope of the Initial
Alterations as contemplated thereby exceeds the scope of the aforesaid Initial
Alterations described in Exhibit 3.9 attached hereto for which Landlord granted
conceptual approval, or (ii) such plans and specifications contemplate the
implementation of the aforesaid Initial Alterations described in Exhibit 3.9
attached hereto in a manner with respect to which Landlord has reasonable
objections (except to the extent that the manner of implementation of the
aforesaid Initial Alterations is described on Exhibit 3.9 attached hereto).

         Section 3.10 Subject to the terms of this Section 3.10, Landlord shall
arrange for Tenant to gain access from time to time to the underside of the slab
and decking constituting the

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floor of the portion of the Premises located on the third (3rd) floor of the
Lexington Avenue Building (the "Third Floor Deck") for the purposes reasonably
necessary for Tenant's performance of the Initial Alterations, and for the
purpose of maintaining the Initial Alterations during the Term. Nothing
contained in this Section 3.10 permits Tenant to make any installations outside
of the Premises. Tenant's access to the Third Floor Deck shall be subject to
reasonable limitations imposed by Landlord from time to time (including, without
limitation, reasonable restrictions as to the time and manner in which Tenant
may gain access to the Third Floor Deck that are required by the tenant or
occupant of the Third Avenue Building or the Lexington Avenue Building, as the
case may be). Tenant acknowledges that Tenant's right to gain access to the
Third Floor Deck may become more restrictive after the interior installation is
made on the second (2nd) floor of the Lexington Avenue Building. Tenant, at
Tenant's sole cost and expense, shall repair any damage that results from
Tenant's accessing the Third Floor Deck as contemplated by this Section 3.10.
This Section 3.10 shall not apply during any period after the Last Commencement
Date that the Rentable Area on the third (3rd) floor of the Lexington Avenue
Building is not demised hereby.

         Section 3.11 Subject to the terms of this Section 3.11, Tenant shall
have the right to gain access to the underside of the slab that constitutes the
fourth (4th) floor of the Bridge Building (which is the lowermost floor of the
Bridge Building) for the purpose of installing, at Tenant's sole cost and
expense, conduits, piping and other similar lines, or an escalator pit for an
escalator that Tenant installs in the Bridge Building in accordance with the
terms hereof. Any such installation shall constitute an Alteration to which the
provisions of this Article 3 shall apply (and which shall be subject to
Landlord's prior approval, which approval Landlord shall not unreasonably
withhold, condition or delay). Tenant acknowledges that any such installation
made by Tenant shall not be visible from the exterior of the Building
(including, without limitation, from the Lexington Place Courtyard). Tenant
shall not have the right to gain access to the underside of the slab that
constitutes the fourth (4th) floor of the Bridge Building as contemplated by
this Section 3.11 from the Lexington Place Courtyard (and, accordingly, Tenant
shall not have the right to install access panels to gain access to the
underside of the slab that constitutes the fourth (4th) floor of the Bridge
Building from the Lexington Place Courtyard); provided, however, that during the
initial construction of the Building but prior to the date that Landlord
installs the exterior wall of the Bridge Building that is below the underside of
the slab that constitutes the fourth (4th) floor of the Bridge Building, Tenant
shall have the right to gain access to the underside of such slab for the
purpose of making installations as contemplated by this Section 3.11 (with the
understanding that Landlord and Tenant shall cooperate with each other in good
faith to arrange for Tenant's having such access in a manner that minimizes to
the extent reasonably practicable any interference with Landlord's construction
of the Building). Tenant, at Tenant's sole cost and expense, shall maintain any
such installation during the Term. Tenant shall repair any damage to the
Building that is caused by any such installation. Tenant shall not have the
right to perforate the aforesaid floor slab of the fourth (4th) floor of the
Bridge Building in connection with Tenant's aforesaid installation of such
conduits, piping and other similar lines (other than the aforesaid escalator
pit) (it being understood that the aforesaid conduits, piping and other lines
shall run from the ceiling of the portions of the Premises on the third (3rd)
floor of the Building). This Section 3.11 shall not apply during any period
after the

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Last Commencement Date that the Rentable Area on the fourth (4th)
floor of the Building is not demised hereby.

         Section 3.12 Subject to Section 3.1(B)(8) hereof, Tenant shall not
engage Bovis LendLease (or an Affiliate thereof) as the general contractor or
construction manager for the Initial Alterations; provided, however, that
Landlord, for purposes of this Section 3.12, shall have the right to substitute
for Bovis LendLease a different construction manager or general contractor only
by giving notice thereof to Tenant on or prior to the earlier of (x) July 1,
2001, and (y) the date that Tenant engages such construction manager or general
contractor to perform the Initial Alterations.

         Section 3.13 Subject to the terms of this Section 3.13, Tenant, at
Tenant's sole cost and expense, shall have the right to install as part of the
Initial Alterations a system that monitors the performance of the Premises
Systems and the Shared Building Systems (and is integrated with the monitoring
system that Landlord installs as part of the Work as contemplated by the Work
Exhibit). Tenant shall make any such installation in accordance with good
construction practice and applicable Requirements. Tenant, during the Term,
shall maintain any such system in a manner that does not materially impair or
interfere with the operation of the Shared Building Systems. Any such
installation of such system shall constitute a Qualified Specialty Alteration
for purposes hereof. Tenant shall perform any such installation of such system
in accordance with the terms of this Article 3 (with the understanding that
Landlord shall not unreasonably withhold, condition or delay Landlord's approval
thereof).

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                                   ARTICLE 4

                              REPAIRS-FLOOR LOAD

      Section 4.1 (A) Subject to Section 4.1(C) hereof, Landlord shall operate,
maintain and make all necessary repairs and replacements (whether structural or
nonstructural, ordinary or extraordinary, foreseen or unforeseen) to the
Premises Systems and the Shared Building Systems (but not to the distribution
portions of the Premises Systems and the Shared Building Systems to the extent
located within the Premises) and the structural portions of the Building
(including, without limitation, the Premises), the roof, the sidewalks, the core
areas of the Premises, the exterior walls of the Premises, the windows of the
Premises, the toilets within the Premises (other than private toilets installed
therein by Tenant), and the public portions of the Building to which Tenant has
access in connection with Tenant's use and occupancy of the Premises (including,
without limitation, the Basic Amenities), both exterior and interior (including,
without limitation, landscaping in the public portions of the Land and the
Building, lighting in public portions of the Land and the Building, lobbies in
the public portion of the Building to which Tenant has access in connection with
Tenant's use and occupancy of the Premises (but excluding the Exclusive Lobby
Area and any other lobby within the Premises), and hallways in the public
portion of the Building to which Tenant has access in connection with Tenant's
use and occupancy of the Premises), in a first-class manner in conformity with
standards maintained by "Class A" office buildings in midtown Manhattan (the
"Building Standard") throughout the Term. Landlord shall use its commercially
reasonable efforts to obtain warranties for items installed in the Building (to
the extent that such warranties are generally available for construction
projects similar to the Building in midtown Manhattan), and shall comply with
the terms of any warranties that Landlord so obtains to the extent that the
costs of maintaining, repairing or replacing such item would otherwise be
payable by Tenant hereunder. Landlord acknowledges that the Premises Systems and
Shared Building Systems to be maintained by Landlord under this Section 4.1
include, without limitation, the elevators being installed to service the
Premises as part of the Work.

                    (B) Tenant, at Tenant's sole cost and expense, shall take
good care of the Tenant Areas and the fixtures, equipment and appurtenances
therein and the distribution systems of the Premises Systems and Shared Building
Systems therein and shall make all nonstructural repairs thereto as and when
needed to preserve them in good working order and condition, except for
reasonable wear and tear, obsolescence and damage for which Tenant is not
responsible pursuant to the provisions of Article 10 hereof. Tenant acknowledges
that Tenant's obligations under this Section 4.1 include, without limitation,
the responsibility to clean the interior surface of all windows in the Premises.

                    (C) Subject to the terms of this Section 4.1(C), all damage
or injury to the Premises or to any other part of the Building and Building
Systems, or to its fixtures, equipment and appurtenances (other than any damage
or injury caused by fire or other casualty to which the provisions of Article 10
hereof apply), whether requiring structural or nonstructural repairs, caused by
or resulting from the negligence or wilful misconduct of, or Alterations made
by, Tenant shall be repaired at Tenant's sole cost and expense, by Tenant to the
reasonable satisfaction of Landlord (if the required repairs are nonstructural
in nature and do not affect any

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Shared Building System or Remote Building System), or by Landlord at
commercially reasonable rates (if the required repairs are structural in nature
or affect any Shared Building System or Remote Building System). All of the
aforesaid repairs shall be of first quality and of a class consistent with the
Building Standard and shall be made in accordance with the provisions of Article
3 hereof. If Tenant fails after thirty (30) days of advance notice (or such
shorter period as may be required due to an Emergency) to proceed with due
diligence to make repairs required to be made by Tenant, then the same may be
made by Landlord, at the reasonable expense of Tenant, and the expenses thereof
incurred by Landlord, with interest thereon at the Applicable Rate, shall be
paid to Landlord within thirty (30) days after rendition of a bill or statement
therefor. Tenant shall give Landlord prompt notice of any defective condition in
the Building or in any Building System, located in, servicing or passing through
the Premises of which Tenant has actual knowledge. Landlord shall not have the
right to require Tenant to reimburse Landlord for the cost of repairs performed
by Landlord under this Section 4.1(C) unless (i) Landlord provides Tenant with
Landlord's good faith estimate of the costs that Landlord reasonably expects to
incur in performing such repair at least five (5) Business Days prior to
Landlord's commencement of the performance thereof, and (ii) Landlord updates
such estimate from time to time, as Landlord's repair work progresses, if, in
Landlord's reasonable determination, the cost of such repair work will exceed
one hundred five percent (105%) of Landlord's initial estimate (as Landlord may
have theretofore updated such initial estimate as contemplated by this clause
(ii)); provided, however, that if an Emergency occurs, then Landlord shall only
be required to give Tenant the advance notice described in clause (i) above to
the extent reasonably practicable under the circumstances.

      Section 4.2 Tenant shall not place a load upon any floor of the Premises
exceeding the structural design capacity thereof as contemplated by the Work
Exhibit, unless (i) Tenant has theretofore performed an Alteration in accordance
with the terms of Article 3 hereof to reinforce such floor appropriately, and
(ii) Tenant has theretofore obtained the appropriate amendment to the
certificate of occupancy for the Premises in accordance with the terms of
Section 15.2 hereof (to the extent such amendment is required by applicable
Requirements). Nothing contained in this Section 4.2 impairs Landlord's
obligation to perform the Work in accordance with the Work Exhibit and Article
22 hereof. If any safe, machinery, equipment, freight, bulky matter or fixtures
that Tenant moves into or out of the Premises requires special handling, then
Tenant shall employ only persons holding a Master Rigger's license to do said
work to the extent required by the applicable Requirements. All work in
connection therewith shall comply with all Requirements and the Rules and
Regulations, and may be done at any time, provided that such work does not
materially interfere with or interrupt the operation and maintenance of the
Building or unreasonably interfere with or interrupt the use and occupancy of
the Building by others. Business machines and mechanical equipment shall be
placed and maintained by Tenant at Tenant's expense in settings sufficient in
Landlord's reasonable judgment to absorb and prevent unreasonable vibration,
noise and annoyance. Except to the extent expressly provided herein, there shall
be no allowance to Tenant for a diminution of rental value and no liability on
the part of Landlord by reason of inconvenience, annoyance or injury to business
arising from Landlord, Tenant, the Condominium Association or others making, or
failing to make, any repairs, alterations, additions or improvements in or to
any portion of the Building or the Premises, or in or to fixtures, appurtenances
or equipment thereof.

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      Section 4.3 Landlord shall use its commercially reasonable efforts to
minimize interference with Tenant's access to and use and occupancy of the
Premises in making any repairs, alterations, additions or improvements pursuant
to Section 4.1 hereof and shall make any such repairs, alterations, additions or
improvements with reasonable diligence. Landlord shall employ contractors or
labor at so-called overtime or other premium pay rates if necessary to make any
such repairs, alterations, additions or improvements which Landlord is required
to make hereunder to remedy any condition that (i) results in a denial of access
to the Premises, (ii) constitutes an Emergency, or (iii) interferes in any
material respect with Tenant's ability to conduct its business in the Premises.
In all other cases, Landlord, at Tenant's request, shall perform such repairs,
alterations, additions or improvements using overtime labor, or other premium
pay rates, provided that Tenant gives to Landlord reasonable advance notice of
any such request. In making any repairs, alterations, additions or improvements,
Landlord shall cause its contractors or labor to cover and secure such repair
areas and equipment in such a manner to minimize, to the extent reasonably
practicable, interference with Tenant's business operations. Nothing contained
in this Section 4.3 limits the provisions of Section 14.5 hereof.

                                   ARTICLE 5
                                WINDOW CLEANING

      Section 5.1 Tenant shall not clean any window in the Premises, nor
require, permit, suffer or allow any window in the Premises to be cleaned, from
the outside in violation of Section 202 of the Labor Law, or any other
Requirement, or of the rules of the Board of Standards and Appeals, or of any
other board or body having or asserting jurisdiction; provided, however, that
Tenant shall not be responsible for the manner in which Landlord, or Landlord's
agents, contractors or employees, clean such windows.

      Section 5.2 Landlord, during the Term, shall clean the exterior of the
windows of the Premises not less frequently than once every six (6) months.

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                                   ARTICLE 6
                       LEGAL AND INSURANCE REQUIREMENTS

      Section 6.1 Subject to the terms of this Article 6, Tenant, at its sole
cost and expense, shall comply with all Requirements applicable to the Premises
including, without limitation, (i) Requirements that are applicable to the
performance of Alterations by Tenant (or any other Permitted Occupant), (ii)
Requirements that become applicable by reason of Alterations having been
performed by Tenant (or another Permitted Occupant), and (iii) Requirements that
are applicable by reason of the specific nature or type of business operated by
Tenant (or another Permitted Occupant) in the Premises. Tenant shall not be
under any obligation to make any Alteration to the structure of the Building or
to the Building Systems in either case to comply with any Requirement unless (a)
such Alteration is required by reason of Alterations having been performed by
Tenant (or another Permitted Occupant) in a Tenant Area, or (b) such Alteration
is required by reason of the specific nature of the use of such Tenant Area by
Tenant (or another Permitted Occupant) (as opposed to the use of such Tenant
Area for mere general office purposes). Tenant shall not do or permit to be done
any act or thing upon the Premises which is not permitted by this Lease or will
invalidate or be in conflict with an industry-standard "all-risk" insurance
policy (which does not prohibit the use of the Premises for ordinary office
purposes); and shall not do anything, or permit anything to be done, in or upon
the Premises, or bring or keep anything therein, except as now or hereafter
permitted by the New York City Fire Department, New York Board of Fire
Underwriters, the Insurance Services Office or other authority having
jurisdiction. Nothing contained in this Section 6.1 limits Landlord's obligation
to perform the Work in compliance with applicable Requirements in accordance
with Article 22 hereof.

      Section 6.2 Landlord shall comply with all Requirements applicable to the
Building which affect Tenant's use and occupancy of the Tenant Areas as
contemplated hereby other than such Requirements with respect to which Tenant is
required to comply, subject, however, to Landlord's right to contest the
applicability or legality thereof pursuant to Section 6.3(A) hereof.

      Section 6.3 (A) Subject to the terms of this Section 6.3(A), Landlord may
contest, by appropriate proceedings prosecuted diligently and in good faith, the
legality or applicability of, and not comply with, any Requirement with which
Landlord is required to comply under Section 6.2 hereof, provided that and for
so long as Landlord's aforesaid contest and Landlord's aforesaid failure to
comply with any such Requirement (i) does not subject Tenant (or any Tenant
Indemnitees) to imprisonment or to prosecution for a crime, (ii) does not
subject to condemnation or other similar taking in lieu thereof the portions of
the Building to which Tenant has access hereunder, and (iii) does not subject to
suspension or cancellation the certificate of occupancy for the portions of the
Building to which Tenant has access hereunder. Landlord shall give Tenant prior
notice of Landlord's contesting or refusing to comply with any such Requirement
as contemplated by this Section 6.3(A). Landlord shall keep Tenant regularly
advised as to the status of any such proceedings. If (i) Tenant or any Tenant
Indemnitee may be subject to any penalties or fines as a result of such
non-compliance by Landlord, and (ii) the cost of such compliance and such
penalties or fines, and the amount of any liability of Tenant to independent
third parties that is reasonably expected to result from such non-compliance by

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Landlord (in each case as reasonably estimated by Tenant) exceed in the
aggregate Ten Million Dollars ($10,000,000), then Landlord shall furnish to
Tenant either (a) a bond of a surety company reasonably satisfactory to Tenant,
in form and substance reasonably satisfactory to Tenant, and in an amount equal
to the excess of (A) the aggregate amount of the cost, penalties, fines and
liability described in clause (ii) above, over (B) Ten Million Dollars
($10,000,000), or (ii) such other security reasonably satisfactory in all
respects to Tenant; provided, however, that Landlord shall not be required to
provide such bond or other security if (I) Landlord has furnished a similar bond
as required by Requirements to the appropriate Governmental Authority and has
named Tenant (and the other Tenant Indemnitees) as a beneficiary thereunder, or
(II) Landlord then satisfies the Credit Requirement. Tenant (or any Tenant
Indemnitee) shall be deemed subject to prosecution for a crime for purposes of
this Section 6.3(A) if Tenant (or any Tenant Indemnitee) or any of their
officers, directors, partners, shareholders, agents or employees is charged with
a crime of any kind whatsoever, unless such charges are withdrawn ten (10) days
before Tenant (or any Tenant Indemnitee) or such officer, director, partner,
shareholder, agent or employee, as the case may be, is required to plead or
answer thereto.

                    (B) Subject to the terms of this Section 6.3(B), Tenant may
contest, by appropriate proceedings prosecuted diligently and in good faith, the
legality or applicability of, and not comply with, any Requirement with which
Tenant is required to comply hereunder, provided that and for so long as
Tenant's aforesaid contest and Tenant's aforesaid failure to comply with any
such Requirement (i) does not subject Landlord (or any of Landlord's
Indemnitees) to imprisonment or to prosecution for a crime, (ii) does not
subject to condemnation or other similar taking in lieu thereof any portion of
the Building, and (iii) does not subject to suspension or cancellation the
certificate of occupancy for any portion of the Building. Tenant shall give
Landlord prior notice of Tenant's contesting or refusing to comply with a
Requirement as contemplated by this Section 6.3(B). Tenant shall keep Landlord
regularly advised as to the status of any such proceedings. If (x) Landlord or
any Landlord Indemnitee may be subject to any criminal penalties as a result of
such non-compliance by Tenant, or (y) (i) Landlord or any Landlord Indemnitee
may be subject to any civil fines or penalties as a result of such
non-compliance by Tenant, and (ii) the cost of such compliance, such civil
penalties or fines, and the amount of any liability to independent third parties
that is reasonably expected to result from such non-compliance by Tenant (in
each case as reasonably estimated by Landlord) exceed in the aggregate Five
Hundred Thousand Dollars ($500,000), then, in any such case as described in
clause (x) or clause (y) above, Tenant shall furnish to Landlord either (i) a
bond of a surety company reasonably satisfactory to Landlord, in form and
substance reasonably satisfactory to Landlord, and in an amount equal to the sum
of (A) the cost of such compliance, (B) the criminal or civil penalties or fines
that may accrue by reason of such non-compliance (as reasonably estimated by
Landlord), and (C) the amount of such liability to independent third parties (as
reasonably estimated by Landlord), or (ii) such other security reasonably
satisfactory in all respects to Landlord; provided, however, that Tenant shall
not be required to provide such bond or other security if (I) Tenant has
furnished a similar bond as required by Requirements in a similar amount to the
appropriate Governmental Authority and has named Landlord (and the other
Landlord Indemnitees) as a beneficiary thereunder, or (II) Tenant then satisfies
the Credit Requirement. Without limiting the applicability of the foregoing,
Landlord (or any Landlord Indemnitee) shall be deemed subject to prosecution for
a crime if

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Landlord (or any Landlord Indemnitee), a Lessor, a Mortgagee or any of their
officers, directors, partners, shareholders, agents or employees is charged with
a crime of any kind whatsoever, unless such charges are withdrawn ten (10) days
before Landlord (or any Landlord Indemnitee), such Lessor or such Mortgagee, or
such officer, director, partner, shareholder, agent or employee, as the case may
be, is required to plead or answer thereto.

                                   ARTICLE 7
                                 SUBORDINATION

      Section 7.1 (A) Provided that (a) a Mortgagee executes and delivers to
Tenant an agreement suitable for recording in a reasonably acceptable form to
the effect that, if there is a foreclosure of its Mortgage, or a sale in lieu of
or as a result of foreclosure, then such Mortgagee or its successor will not
make Tenant a party defendant to such foreclosure, evict Tenant, disturb
Tenant's possession or rights under this Lease, or terminate or disturb Tenant's
leasehold estate or rights hereunder, and will recognize Tenant as the direct
tenant of such Mortgagee or its successor on the same terms and conditions as
are contained in this Lease, subject to the provisions hereinafter set forth,
provided no Event of Default has occurred and is continuing hereunder, or (b) a
Lessor executes and delivers to Tenant an agreement suitable for recording in a
reasonably acceptable form to the effect that if its Superior Lease terminates
or is terminated for any reason, then such Lessor will not evict Tenant, disturb
Tenant's possession or rights under this Lease, or terminate or disturb Tenant's
leasehold estate or rights hereunder, and will recognize Tenant as the direct
tenant of such Lessor on the same terms and conditions as are contained in this
Lease (subject to the provisions hereinafter set forth), provided no Event of
Default has occurred and is continuing and Lessor will not make Tenant a party
in any action to terminate such Superior Lease or to remove or evict Tenant from
the Premises provided no Event of Default has occurred and is continuing (any
such agreement, or any agreement of similar import, from a Mortgagee or a
Lessor, as the case may be, being referred to herein as a "Nondisturbance
Agreement"), this Lease shall be subject and subordinate to such Superior Lease
and/or to such Mortgage (for so long as the Nondisturbance Agreement continues
to be in full force and effect). Subject to Tenant's receipt of a Nondisturbance
Agreement, this clause shall be self-operative and no further instrument of
subordination shall be required from Tenant to make the interest of any Lessor
or Mortgagee superior to the interest of Tenant hereunder.

                    (B) Any Nondisturbance Agreement may be made on the
condition that neither the Mortgagee nor the Lessor, as the case may be, nor
anyone claiming by, through or under such Mortgagee or Lessor, as the case may
be, including a purchaser at a foreclosure sale, shall be:

                          (1)   liable for any act or omission of any prior
Landlord, except to the extent such act or omission continues from and after the
date that such Mortgagee or Lessor, or any such Person claiming by, through or
under such Mortgagee or Lessor, succeeds to the interest of the prior Landlord
(it being understood that nothing contained in this clause limits Tenant's right
to terminate this Lease in accordance with the terms of Article 22 hereof), or

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                          (2)   subject to any credit, defense or offsets
which Tenant may have against the prior Landlord (it being understood that
nothing contained in this clause limits Tenant's right to terminate this Lease
in accordance with the terms of Article 22 hereof), or

                          (3)   bound by any payment of Rental which Tenant
may have made to any prior Landlord more than thirty (30) days in advance of the
date upon which such payment was due, or

                          (4)   bound by any obligation to make any payment
to or on behalf of Tenant (including, without limitation, payments due to
Tenant under Section 22.6 hereof), or

                          (5)   bound by any obligation to perform any work
or to make improvements to the Premises, except for (i) repairs and maintenance
pursuant to the provisions of Article 4 hereof, Article 5 hereof and Article 6
hereof, the need for which repairs and maintenance first arises after the date
upon which such owner, Lessor, or Mortgagee is entitled to possession of the
Premises, (ii) repairs to the Premises or any part thereof as a result of damage
by fire or other casualty pursuant to Article 10 hereof, but only to the extent
that such repairs can be reasonably made from the net proceeds of any insurance
actually made available to such owner, Lessor or Mortgagee (with the
understanding, however, that (I) nothing contained in this clause (ii) limits
Tenant's rights to terminate this Lease after the occurrence of a fire or other
casualty under Section 10.1(B) hereof, and (II) such owner, Lessor or Mortgagee
shall have the right to avoid being so bound by Landlord's covenant to rebuild
the Landlord Restoration Items after the occurrence of a fire or other casualty
(regardless of the availability of insurance proceeds therefor) only by giving
notice to Tenant of the election of such owner, Lessor or Mortgagee not to so
rebuild earlier than the later to occur of (X) the date that such owner, Lessor
or Mortgagee is required to give the Casualty Statement for such fire or other
casualty to Tenant, and (Y) the thirtieth (30th) day after the date that such
owner, Lessor or Mortgagee succeeds to the interest of Landlord hereunder), and
(iii) repairs to the Premises as a result of a partial condemnation pursuant to
Article 11 hereof, but only to the extent that such repairs can be reasonably
made from the net proceeds of any award made available to such owner, Lessor or
Mortgagee (with the understanding that nothing contained in this clause (iii)
shall limit Tenant's right to terminate this Lease after the occurrence of a
complete or partial condemnation under Section 11.1 hereof), or

                          (6)   bound by any amendment or modification of
this Lease entered into without its consent after Tenant has received written
notice of such Mortgagee's or Lessor's existence, address and relation to
Landlord;

provided, however, that if the Mortgagee or the Lessor is an Affiliate of
Landlord, then such Mortgagee or Lessor shall not have the right to require that
a Nondisturbance Agreement include the limitations set forth in clauses (1)
through (6) of this Section 7.1(B).

                    (C) If required by the Mortgagee or the Lessor, within ten
(10) days after notice thereof, Tenant shall join in any Nondisturbance
Agreement to indicate its concurrence with the provisions thereof and its
agreement set forth in Section 7.2 hereof to attorn to such Mortgagee or Lessor,
as the case may be, as Tenant's landlord hereunder. Any

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Nondisturbance Agreement may also contain other terms and conditions as may
otherwise be required by such Mortgagee or Lessor, as the case may be, which do
not increase Tenant's monetary obligations under this Lease, or adversely affect
or diminish the rights, or increase the other obligations, of Tenant under this
Lease, in either case beyond a de minimis degree.

      Section 7.2 Subject to Section 7.1 hereof and this Section 7.2, if, at any
time prior to the expiration of the Term, any Superior Lease terminates or is
terminated for any reason or any Mortgagee comes into possession of the Premises
or the estate created by any Superior Lease by receiver or otherwise, then
Tenant agrees to attorn, from time to time, to any such Lessor or Mortgagee or
any other person acquiring the interest of Landlord as a result of any such
termination, or as a result of a foreclosure of the Mortgage or the granting of
a deed in lieu of or as a result of foreclosure, upon the then executory terms
and conditions of this Lease, for the remainder of the Term, provided that such
Lessor, Mortgagee, or other person acquiring the interest of Landlord, as the
case may be, or receiver caused to be appointed by any of the foregoing, shall
then be entitled to possession of the Premises. The provisions of this Section
7.2 shall inure to the benefit of any such owner, Lessor or Mortgagee, shall
apply notwithstanding that, as a matter of law, this Lease may terminate upon
the termination of any 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 owner, Lessor or Mortgagee,
shall execute, at Tenant's expense, from time to time, instruments reasonably
required by such owner, Lessor or Mortgagee, in recordable form, in confirmation
of the foregoing provisions of this Section 7.2, reasonably satisfactory to any
such owner, Lessor or Mortgagee, acknowledging such attornment and setting forth
the terms and conditions of its tenancy. If a conflict or inconsistency exists
between this Section 7.2 and the corresponding attornment provision of a
Nondisturbance Agreement theretofore executed and delivered by Tenant and the
applicable Mortgagee or Lessor, then the provisions of such Nondisturbance
Agreement shall govern.

      Section 7.3 From time to time, within fifteen (15) days following request
by Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord, such
Mortgagee or such Lessor a written statement executed by Tenant, in form
reasonably satisfactory to Landlord, such Mortgagee or such Lessor, (1) stating
that this Lease is then in full force and effect and has not been modified (or
if modified, setting forth all modifications), (2) setting forth the date to
which the Fixed Rent, Escalation Rent and other items of Rental have been paid,
(3) stating whether or not, to the best knowledge of Tenant (but without having
made any investigation), Landlord is in default under this Lease, and, if
Landlord is in default, setting forth the specific nature of all such defaults,
and (4) as to any other customary matters reasonably requested by Landlord, such
Mortgagee or such Lessor and related to this Lease. Tenant acknowledges that any
statement delivered pursuant to this Section 7.3 may be relied upon by any
purchaser or owner of the Real Property or the Building, or Landlord's interest
in the Real Property or the Building or any Superior Lease, or by any Mortgagee,
or by an assignee of any Mortgagee, or by any Lessor, or by any other party that
has an existing or prospective business relationship with Landlord who has a
reasonable basis for requesting such statement.

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      Section 7.4 From time to time, within fifteen (15) days following request
by Tenant, Landlord shall deliver to Tenant a written statement executed by
Landlord, in form reasonably satisfactory to Tenant, (i) stating that this Lease
is then in full force and effect and has not been modified (or if modified,
setting forth all modifications), (ii) setting forth the date to which the Fixed
Rent, Escalation Rent and any other items of Rental have been paid, (iii)
stating whether or not, to the best knowledge of Landlord (but without having
made any investigation), Tenant is in default under this Lease, and, if Tenant
is in default, setting forth the specific nature of all such defaults, and (iv)
as to any other customary matters reasonably requested by Tenant and related to
this Lease. Landlord acknowledges that any statement delivered pursuant to this
Section 7.4 may be relied upon by any assignee of Tenant's interest hereunder,
any subtenant of all or any part of the Premises, or any Person that acquires
Control of Tenant (provided that such assignment, sublease or transfer of
Control is accomplished in a manner that complies with Article 12 hereof), or by
any other party that has an existing or prospective business relationship with
Tenant who has a reasonable basis for requesting such statement.

      Section 7.5 Subject to the terms of this Section 7.5, as long as any
Superior Lease or Mortgage exists, Tenant shall not seek to terminate this Lease
by reason of any act or omission of Landlord until Tenant has given written
notice of such act or omission to all Lessors and Mortgagees at such addresses
as shall have been furnished to Tenant by such Lessors and Mortgagees and, if
any such Lessor or Mortgagee, as the case may be, has notified Tenant within ten
(10) Business Days following receipt of such notice of its intention to remedy
such act or omission, until a reasonable period of time has elapsed following
the giving of such notice, during which period such Lessors and Mortgagees shall
have the right, but not the obligation, to remedy such act or omission. The
provisions of this Section 7.5 shall not apply if the Lessor or the Mortgagee is
Landlord or an Affiliate of Landlord.

      Section 7.6 Tenant hereby irrevocably waives any and all rights it may
have in connection with any zoning lot merger or transfer of development rights
with respect to the Land, the Building or the Premises, including, without
limitation, any rights it may have to be a party to, to contest, or to execute,
any Declaration of Restrictions (as such term is used in Section 12-10 of the
Zoning Resolution of The City of New York effective December 15, 1961, as
amended) with respect to the Land, the Building or the Premises, which would
cause the Land, the Building and the Premises to be merged with or unmerged from
any other zoning lot pursuant to such Zoning Resolution or to any document of a
similar nature and purpose, and Tenant agrees that this Lease shall be subject
and subordinate to any such Declaration of Restrictions or any other document of
similar nature and purpose now or hereafter affecting the Land, the Building or
the Premises. In confirmation of such subordination and waiver, Tenant shall
execute and deliver promptly any certificate or instrument that Landlord
reasonably may request (it being agreed that Landlord shall pay Tenant for the
reasonable out-of-pocket costs incurred by Tenant in connection with Tenant's
execution of any such certificate or instrument).

      Section 7.7 (A) Subject to the terms of this Section 7.7, Landlord shall
record the Statutory Condominium Declaration, and file the corresponding floor
plans for the Building, in either case in accordance with the provisions of
Article 9-B of the Real Property Law, as promptly as reasonably practicable
after (i) the construction of the Building has been completed

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to the extent necessary for Landlord's preparation of building plans and surveys
that are required to subject the Building to the Statutory Condominium
Declaration, (ii) the applicable Governmental Authority has issued a permanent
or temporary certificate of occupancy for the Building, and (iii) Landlord has
obtained such building plans and surveys (it being understood that Landlord
shall use due diligence to obtain such plans and surveys promptly after the
construction of the Building has been completed to the extent necessary
therefor) (the date that Landlord files the Statutory Condominium Declaration
being referred to herein as the "Statutory Condominium Declaration Date").
Landlord shall provide to Tenant from time to time, for Tenant's review and
comment, a copy of Landlord's drafts of the Statutory Condominium Declaration,
the By-Laws and the initial Rules and Regulations for the Condominium (if any)
before the Statutory Condominium Declaration Date. If there exists a dispute
between the parties as to whether the Statutory Condominium Declaration complies
with the requirements set forth in Section 7.7(C) hereof, then either party
shall have the right to submit such dispute to an Expedited Arbitration
Proceeding.

                    (B) Subject to the terms of this Section 7.7, Tenant's
interest under this Lease shall be subject and subordinate to the Statutory
Condominium Declaration, and all of the terms, conditions and provisions
thereof; provided, however, that Tenant's aforesaid agreement to subject
Tenant's interest under this Lease to the Statutory Condominium Declaration is
conditioned upon (I) the Statutory Condominium Declaration and the By-Laws
complying with the provisions of Section 7.7(C) hereof, (II) Tenant receiving
from the principal board of managers of the Condominium (the "Board of
Managers"), acting on behalf of the owners of Condominium units, and from any
Subordinate Board of Managers, an agreement (a "Condominium Nondisturbance
Agreement"), in form and substance reasonably satisfactory to Tenant, pursuant
to which the Board of Managers, acting on behalf of the aforesaid Condominium
unit owners, and the Subordinate Board of Managers, agree (i) to recognize all
of Tenant's rights under this Lease if the Board of Managers, any Subordinate
Board of Managers, or such unit owners exercise their respective rights under
the Statutory Condominium Declaration or applicable Requirements to exercise any
power of sale with respect to the Premises Unit, (ii) that Tenant's aforesaid
agreement to subject Tenant's interest under this Lease to the Statutory
Condominium Declaration does not (x) diminish any of Tenant's rights under this
Lease, (y) expand any of Tenant's obligations under this Lease, or (z) obligate
Tenant to comply with any of the provisions of the Statutory Condominium
Declaration (except to the extent that such obligations are otherwise expressly
reflected herein), (iii) to give Tenant notice of meetings of the Board of
Managers as contemplated by Section 7.7(C)(7) hereof, and (iv) to give Tenant
notice of meetings of the Subordinate Board of Managers as contemplated by
Section 7.7(C)(8) hereof, and (III) Landlord's executing and delivering to
Tenant and to the Board of Managers a designation that Tenant constitutes a
Protected Tenant. Tenant shall execute and deliver the Condominium
Nondisturbance Agreement to confirm Tenant's agreement to subject Tenant's
interest under this Lease to the Statutory Condominium Declaration. If the
parties dispute whether a proposed Condominium Nondisturbance Agreement conforms
reasonably to the requirements set forth in clauses (i) through (iv) of this
Section 7.7(B), then either party shall have the right to submit such dispute to
an Expedited Arbitration Proceeding.

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                    (C) (1) Landlord shall cause the Statutory Condominium
Declaration to provide for the establishment of a unit or units of the
Condominium that correspond to the Initial Premises (so that such unit or such
units do not include portions of the Building that are not included in the
Initial Premises) (the unit or units of the Condominium that correspond to the
Initial Premises being referred to herein as the "Premises Unit").

                        (2) Landlord shall (x) cause the Statutory Condominium
Declaration to contemplate the establishment of a separate Tax Lot or separate
Tax Lots for the Premises Unit, and (y) take the steps required to establish a
separate Tax Lot or separate Tax Lots for the Premises Unit in accordance with
applicable Requirements as expeditiously as reasonably practicable after the
superstructure of the Building is erected (it being understood that (x) such
steps may include, without limitation, Landlord's applying to the New York State
Department of Law for appropriate advice (such as a "no action letter" or a "no
jurisdiction letter"), or Landlord's filing a Statutory Condominium Declaration
before the Building is Substantially Completed, to permit the establishment of
such separate Tax Lot or separate Tax Lots, and (y) such Tax Lot or Tax Lots may
not be assessed separately for purposes of calculating Taxes until a date that
occurs after the date that the Statutory Condominium Declaration becomes
effective).

                        (3) Landlord shall cause the Statutory Condominium
Declaration to grant to the owner of the Premises Unit the corresponding rights
that Landlord grants to Tenant under this Lease (to the extent that Tenant could
not exercise such rights without such grant to the owner of the Premises Unit)
(including, without limitation, (i) rights of the owner of the Premises Unit to
use the Tenant Areas and other portions of the Building to which Tenant has
access as contemplated hereby, (ii) rights of the owner of the Premises Unit to
repair Shared Building Systems and Premises Systems to the extent that Tenant
has the right to repair Shared Building Systems or Premises Systems hereunder,
(iii) rights of the owner of the Premises Unit to install signage in the
Building to the extent that Tenant has the right to install signage in the
Building hereunder, and (iv) rights of the owner of the Premises Unit to have no
more than four (4) black cars or taxis stand in the Lexington Place Courtyard as
contemplated by Section 29.2 hereof).

                        (4) Landlord shall cause the Statutory Condominium
Declaration to provide for (x) the Board of Managers measuring the use of Shared
Building Systems or Premises Systems that provide HVAC, water, steam and other
similar services to the Premises Unit based on the meters that Landlord is
installing in the Premises as part of the Work, and (y) the Board of Managers
calculating the charges to the owner of the Premises Unit for such services
based on the readings from the aforesaid meters. Landlord shall cause the
Statutory Condominium Declaration to provide for the fair allocation of other
common expenses among the owners of units of the Condominium based on either (x)
such unit owners' percentage of ownership in the general common elements of the
Condominium, or (y) each such unit owner's level of use of the applicable
Condominium amenity, as reasonably determined by the Board of Managers for each
such common expense.

                        (5) Landlord shall cause the Statutory Condominium
Declaration to provide that if the owner of the Premises Unit has theretofore
designated that a tenant of the Premises Unit is entitled to the benefits
described in this clause (5), then such tenant

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of the Premises Unit shall have the right to seek appropriate injunctive relief
against the Board of Managers, the Subordinate Board of Managers or the other
owners of Condominium units if (x) the Board of Managers, the Subordinate Board
of Managers or such other owners fail to perform their respective obligations,
or fail to recognize the rights of the owner of the Premises Unit or of Tenant,
in either case as contemplated by the Statutory Condominium Declaration or the
By-Laws, (y) any such failure results in the owner of the Premises Unit being in
default in respect of such owner's obligations to such tenant under the
applicable lease for the Premises Unit or a portion thereof, and (z) such tenant
then has the right to seek such injunctive relief under the applicable lease.

                          (6)   Landlord shall cause the Statutory
Condominium Declaration to provide that neither the Statutory Condominium
Declaration, the By-Laws nor the Rules and Regulations may include provisions
that obligate the owner of the Premises Unit to obtain the consent of the Board
of Managers or the Subordinate Board of Managers for (x) the performance of
alterations in the Premises Unit or to the Premises Systems that in either case
do not have a material and adverse effect on the remainder of the Building, or
(y) any use of the Premises or the Premises Systems that in either case do not
have a material and adverse effect on the remainder of the Building.

                          (7)   Landlord shall cause the Statutory
Condominium Declaration to provide that if the owner of the Premises Unit has
theretofore designated that a tenant of the Premises Unit is entitled to the
benefits described in this clause (7), then (x) such tenant of the Premises Unit
has the right to attend meetings of the Board of Managers solely as an observer
and not as a participant, and (y) the Board of Managers shall give at least two
(2) Business Days of advance notice of such meetings to any such tenant of the
Premises Unit (or such shorter notice that is reasonably practicable in the
event of an Emergency).

                          (8)   Landlord shall cause the Statutory
Condominium Declaration to provide that if (i) the owner of the Premises Unit
has theretofore designated that a tenant of the Premises Unit is entitled to the
benefits described in this clause (8), (ii) the Board of Managers or the
Condominium Declaration has delegated in a material respect the responsibility
for the operation or administration of a portion of the Building that includes
the Entire Premises to a subcommittee or other similar board composed of
representatives of Condominium units that comprise such portion of the Building
(any such subcommittee or other similar board being referred to herein as a
"Subordinate Board of Managers"), (iii) the owners of such Condominium Units are
not the same Person or Affiliates of each other, and (iv) the agenda for a
meeting of the Subordinate Board of Managers includes items that bear upon, in a
material respect, the operation of the portion of the Building that includes the
Entire Premises, then (x) such tenant of the Premises Unit has the right to
attend such meeting of the Subordinate Board of Managers solely as an observer
and not as a participant and solely to the extent necessary for such tenant to
observe the portions of such meeting that address agenda items bearing upon the
operation of the portion of the Building that includes the Entire Premises, and
(y) the Subordinate Board of Managers shall give at least two (2) Business Days
of advance notice of such meetings to any such tenant of the Premises Unit (or
such shorter advance notice that is reasonably practicable in the event of an
Emergency).

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                          (9)   Landlord shall cause the Statutory
Condominium Declaration to provide that if (a) the Condominium terminates (and
the Lease does not also terminate in accordance with its terms), and (b) the
owner of the Premises Unit has theretofore designated that a tenant of the
Premises Unit is entitled to the benefits described in this clause (9), then (i)
such termination of the Condominium will not impair the effectiveness of the
applicable lease of the Premises Unit, (ii) each successor to the owner of the
Premises Unit will recognize all of such tenant's rights under such lease, and
(iii) the interests of such successors shall be subject to the tenant's interest
under such lease.

                          (10)  Landlord shall cause the Statutory
Condominium Declaration to provide that if the owner of the Premises Unit has
theretofore designated that a tenant of the Premises Unit is entitled to the
benefits described in this clause (10), then (x) the Board of Managers shall
give such tenant notice of any default by the owner of the Premises Unit in
respect of such owner's obligations to the Board of Managers or the other
Condominium unit owners under the Statutory Condominium Declaration or the
By-Laws (simultaneously with the Board of Managers giving any such notice of
default to the owner of the Premises Unit), and (y) the Board of Managers shall
accept such tenant's performance of the aforesaid obligations of the owner of
the Premises Unit to the Board of Managers or such other Condominium unit owners
on or prior to the date that the owner of the Premises Unit has the right to
perform such obligations under the Statutory Condominium Declaration or the
By-Laws (a tenant that the owner of the Premises Unit designates as being
entitled to the benefits described in clauses (5), (7), (8) and (9) above, and
this clause (10), being referred to herein as a "Protected Tenant").

                          (11)  Landlord shall cause the Statutory
Condominium Declaration to provide that neither the Statutory Condominium
Declaration nor the By-Laws nor the Rules and Regulations may be amended in a
manner that impairs any of the aforesaid provisions that Landlord has agreed to
include therein or exclude therefrom, unless the owner of the Premises Unit
specifically consents thereto.

                          (12)  Landlord shall cause the Statutory
Condominium Declaration to provide for the calculation of the share of the
general common elements of the Condominium owned by the owner of the Premises
Unit in accordance with Section 339-i(1)(iv) of the Real Property Law.

                          (13)  Landlord shall cause the Statutory
Condominium Declaration to provide that a Protected Tenant has the right to
exercise against the Condominium Association the remedies that are available to
a Protected Tenant (at law or in equity, including, without limitation, the
remedy of specific performance) if the Condominium Association fails to
recognize the rights of a such Protected Tenant as set forth in the Statutory
Condominium Declaration.

                          (14)  Landlord shall cause the Statutory
Condominium Declaration to provide that the owner of each unit of the
Condominium (other than the owner of the Premises Unit) has granted and shall be
required to grant or shall be deemed to have granted to the owner of the
Premises Unit a proxy and irrevocable power of attorney, coupled with an
interest, for use by the owner of the Premises Unit solely for the purpose of
resolving to proceed

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with the repair or restoration of the Building after three-fourths or more of
the Building is destroyed or substantially damaged; provided, however, that (x)
Landlord shall not be liable to Tenant if the owner of a unit in the Condominium
claims that Tenant does not have the right to use such proxy or power of
attorney in lieu of such owner's personal exercise of such owner's rights under
Section 339-cc of the Real Property Law, (y) Landlord shall not be required to
cause the Statutory Condominium Declaration to so provide for the grant of such
proxy and power of attorney to the extent that the New York State Department of
Law objects thereto, and (z) Landlord shall not be required to cause the
Statutory Condominium Declaration to so provide for the grant of such proxy and
power of attorney if (I) Landlord's special condominium counsel makes a
reasonable determination that Landlord's inclusion of such provision in the
Statutory Condominium Declaration raises a material risk that the offering plan
for the residential units of the Condominium, or the sale of such units pursuant
thereto, will violate applicable Requirements, or (II) Landlord's selling agent
for the residential units in the Condominium makes a reasonable determination
that such provision in the Statutory Condominium Declaration is likely to have a
material and adverse effect on the sale of such residential units (it being
understood that Landlord and Tenant each shall have the right to submit to an
Expedited Arbitration Proceeding any dispute between the parties that arises
under this clause (z)).

                    (15) Landlord shall cause the Statutory Condominium
Declaration to provide that neither the Statutory Condominium Declaration nor
the By-Laws may be amended to (A) increase or impose new obligations on Tenant
(except to the extent that the terms of this Lease already expressly require
Tenant to perform such obligations), or (B) diminish Tenant's other rights
hereunder, unless, in each case, Tenant specifically consents thereto.

                    (D) (1) Landlord shall designate Tenant as a Protected
Tenant simultaneously with the recording of the Statutory Condominium
Declaration. Landlord shall cause the Board of Managers to acknowledge in
writing to Tenant, simultaneously with the recording of the Statutory
Condominium Declaration, that Landlord has given such designation to the Board
of Managers, and that the Board of Managers recognizes the effectiveness of such
designation.

                          (2)   Tenant shall have the right to seek
injunctive relief against the Board of Managers, the Subordinate Board of
Managers or the other owners of Condominium units, as contemplated by Section
7.7(C)(5) hereof, if (w) the Board of Managers, the Subordinate Board of
Managers or such other Condominium unit owners fail to perform their respective
obligations, or fail to recognize the rights of Landlord or Tenant, in either
case as contemplated by the Statutory Condominium Declaration or the By-Laws,
(x) any such failure results in Landlord being in default in respect of
Landlord's obligations to Tenant under this Lease, (y) Tenant gives Landlord
notice that Tenant intends to seek such injunctive relief, and (z) the Board of
Managers, the Subordinate Board of Managers or such other Condominium unit
owners fail to remedy their aforesaid failure within ten (10) days after Tenant
gives Landlord notice thereof, or, if such failure is of a nature that cannot
with due diligence be remedied within such period of ten (10) days, the Board of
Managers, the Subordinate Board of Managers or such other Condominium owners
fail to commence the remedy of such failure within such period or ten (10) days
or thereafter fail to prosecute such remedy to completion with due diligence.

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                          (3)   Landlord acknowledges that the failure of the
Board of Managers, the Subordinate Board of Managers, or the other owners of
Condominium units to approve a particular matter (to the extent that the Board
of Managers, the Subordinate Board of Managers or such other Condominium unit
owners have the right to approve such matter under the Statutory Condominium
Declaration or the By-Laws) shall not qualify as good reason for Landlord to
refuse to grant a corresponding approval for Tenant as contemplated by this
Lease (in cases where Landlord agrees to not unreasonably withhold Landlord's
consent) if, but for such refusal of the Board of Managers, the Subordinate
Board of Managers or such other Condominium unit owners or the existence of the
condominium form of ownership, Landlord would have otherwise been required to
grant such approval.

                          (4)   If (x) a fire or other casualty affects all
or any portion of the Building, and (y) either (a) Tenant does not have the
right to terminate this Lease by reason of such fire or other casualty, or (b)
Tenant has theretofore waived Tenant's right to terminate this Lease by reason
of such fire or other casualty, then Landlord, in its capacity as owner of the
Premises Unit, shall vote, and Landlord shall cause Affiliates of Landlord that
own Condominium units to vote, to restore the Building (rather than to terminate
the Condominium).

                          (5)   Landlord acknowledges that the covenants set
forth in this Section 7.7 constitute covenants that run with the land, and are
therefore binding on Landlord's successors and assigns.

                          (6)   If any provisions of this Lease contemplate
that the Condominium Association will provide services or otherwise perform
certain obligations, then Landlord shall cause such services to be provided and
such obligations to be performed in either case to the extent that such services
are to be provided or such obligations are to be performed prior to the date
that the Statutory Condominium Declaration becomes effective.

      Section 7.8 (A) Tenant acknowledges that Landlord has the right, at any
time and from time to time, to consummate a transaction which results in more
than one (1) Person owning the fee estate in the Premises Unit or a leasehold
estate in the Premises Unit that is immediately superior to Tenant. If more than
one (1) Person owns the fee estate in the Premises Unit or a leasehold estate in
the Premises Unit that is immediately superior to Tenant's leasehold estate,
then, subject to the terms hereof, (w) all of the Persons that own such fee
estate or superior leasehold estate shall be jointly and severally liable for
the obligations of Landlord hereunder (the Persons that own such fee estate or
immediately superior leasehold estate being collectively referred to herein as
"Landlord Owners"), (x) the Landlord Owners shall designate one (1) of the
Landlord Owners that Tenant has the right to contact from time to time to
address day-to-day operation and management issues regarding the Premises
(including, without limitation, approvals of Landlord as contemplated by this
Lease), (y) each Landlord Owner shall be liable for any Landlord Owner's failure
to grant an approval to Tenant under this Lease (in cases where (i) Landlord's
consent is not to be unreasonably withheld in accordance with the terms hereof,
and (ii) such Landlord Owner unreasonably withholds such consent), and (z)
Tenant shall be entitled to rely upon an approval or consent granted by the
Landlord Owner designated to address day-to-day issues as provided in clause (x)
above. Nothing contained in this Section 7.8(A) limits the provision of Section
35.2 hereof or Section 35.6 hereof.

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                    (B) Landlord shall not permit the Subdivision Agreement to
limit or impair any of Tenant's rights hereunder, or increase or expand any of
Tenant's obligations hereunder.

      Section 7.9 Subject to the Financial Disclosure Provisions, if, in
connection with the financing of the Premises, or if in connection with the
entering into of a Superior Lease, any prospective Mortgagee or prospective
Lessor requests modifications to this Lease, then Tenant, promptly after
Landlord's request, shall make such modifications, provided that such
modifications do not increase Tenant's monetary obligations under this Lease, or
adversely affect or diminish the rights, or increase the other obligations of
Tenant under this Lease, beyond a de minimis degree.

      Section 7.10 Landlord and Tenant shall each comply with the provisions set
forth in Exhibit 7.10 attached hereto and made a part hereof (such provisions
being referred to herein as the "Financial Disclosure Provisions"). Landlord and
Tenant shall each have the right to submit to an Expedited Arbitration
Proceeding a dispute between the parties regarding the Financial Disclosure
Provisions. Nothing contained in this Section 7.10 (or in the Financial
Disclosure Provisions) limits the provisions of Article 40 hereof.

      Section 7.11 (A) Subject to the terms of this Section 7.11, Landlord shall
have the right to require Tenant to consummate the Lease Conversion by giving
notice thereof (the "Conversion Notice") to Tenant at any time during the Term.
Landlord shall not have the right to require Tenant to consummate a Lease
Conversion before the Last Rent Commencement Date. If Landlord has not
theretofore given drafts of any of the Lease Conversion Documents to Tenant as
contemplated by Section 7.11(C) hereof, then Landlord shall give to Tenant,
simultaneously with the Conversion Notice, a draft of the applicable Lease
Conversion Documents (in which case the procedure described in Section 7.11(C)
hereof shall apply thereto). Landlord and Tenant shall consummate the Lease
Conversion on or prior to the later of (x) the thirtieth (30th) day after the
date that Landlord gives the Conversion Notice to Tenant, and (y) the date that
the form of all of the Lease Conversion Documents is determined in accordance
with the procedure described in Section 7.11(C) hereof.

                    (B) (1) As used herein, the term "Bond Lease" shall mean an
Agreement of Lease, between Landlord, as landlord, and Tenant, as tenant, that
amends and restates the Initial Lease in its entirety, and contains all of the
terms set forth in the Initial Lease with modifications thereto to the extent
necessary to convert the Initial Lease into a "credit-tenant triple-net lease"
that satisfies the S&P Guidelines therefor, it being understood that such
modifications may include, without limitation, provisions to the effect that:

                    (a)   the parties' mere execution and delivery of the Bond
                          Lease shall not require either Landlord or Tenant to
                          perform obligations that such Person already performed
                          under the Initial Lease;

                    (b)   the Term shall expire on the Expiration Date of the
                          Initial Lease (subject to Tenant's right to exercise
                          the Renewal Option in accordance with the terms of the
                          Initial Lease);

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                    (c)   Landlord is relieved of Landlord's obligation to
                          carry Landlord's Liability Policy;

                    (d)   Tenant shall be required to pay the Rental due
                          hereunder without any offset or abatement
                          whatsoever, it being understood that Tenant's
                          obligation to pay Rental, and Landlord's obligation
                          to perform its obligations, shall constitute
                          entirely separate and independent covenants, and,
                          accordingly, Landlord's performance of Landlord's
                          obligations hereunder shall not constitute
                          conditions to Tenant's obligation to pay Rental
                          hereunder;

                    (e)   Tenant shall be obligated to provide the bonds or
                          other security described in Section 3.1(B)(6) of the
                          Initial Lease regardless of whether Tenant is a
                          Bloomberg Party or Tenant meets the Credit
                          Requirement;

                    (f)   Tenant shall be required to clear mechanic's liens as
                          described in Section 3.1(E) of the Initial Lease
                          during a period shorter than thirty (30) days to the
                          extent required by the Mortgagee, but in no event less
                          than ten (10) Business Days;

                    (g)   Tenant shall be obligated to provide the bonds or
                          other security described in Section 6.3 of the Initial
                          Lease regardless of whether Tenant is a Bloomberg
                          Party or Tenant meets the Credit
                          Requirement;

                    (h)   Subject to the Financial Disclosure Provisions, Tenant
                          shall be obligated to make any amendments to the Bond
                          Lease as required from time to time by the Mortgagee,
                          provided that such amendments shall not increase
                          Tenant's potential, but reasonably foreseeable,
                          liability under the Bond Lease by more than Five
                          Million and 00/100 Dollars ($5,000,000);

                    (i)   Tenant shall be obligated to provide an estoppel
                          certificate in the form, and to the parties, specified
                          in the S&P Guidelines;

                    (j)   Tenant shall be required to maintain liability
                          insurance and property insurance that in either case
                          meets, at a minimum, the requirements of the S&P
                          Guidelines;

                    (k)   if the Bond Lease terminates after the occurrence
                          of a fire or other casualty in accordance with the
                          terms of Article 10 of the Initial Lease, then
                          Tenant shall pay to Landlord an amount equal to the
                          excess of (x) the lesser of (I) the amount of
                          outstanding debt secured by the Mortgage, and (II)
                          the amount of debt that the applicable Mortgagee
                          would have funded initially on a non-

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                          recourse basis under the loan secured by such Mortgage
                          if the debt service thereon was an amount equal to the
                          Fixed Rent (assuming that the lien of the applicable
                          Mortgage encumbers only the Premises), over (y) the
                          amount of the insurance proceeds that is available to
                          the Mortgagee to cover the debt (or would have been
                          available to the Mortgagee if Landlord carried the
                          property insurance required by the Initial Lease);

                    (l)   if the Bond Lease terminates with respect to the
                          entire Premises after the occurrence of a
                          condemnation or acquisition in lieu thereof, then
                          Tenant shall pay to Landlord an amount equal to the
                          excess of (x) the lesser of (I) the amount of
                          outstanding debt secured by the Mortgage, and (II)
                          the amount of debt that the applicable Mortgagee
                          would have funded initially on a non-recourse basis
                          under the loan secured by such Mortgage if the debt
                          service thereon was an amount equal to the Fixed
                          Rent (assuming that the lien on the applicable
                          Mortgage encumbers only the Premises), over (y) the
                          amount of the proceeds of such condemnation or
                          acquisition that is available to the Mortgagee to
                          cover the debt;

                    (m)   Tenant's obligation to pay Rental for the entire
                          Premises shall remain in full force and effect (and
                          the Bond Lease shall not terminate) following a
                          condemnation or acquisition in lieu thereof which
                          affects a part (but not all) of the Premises;

                    (n)   if, during the term of the Bond Lease, Landlord
                          exercises Landlord's right to consummate a Sublease
                          Recapture in connection with a proposed subletting
                          by Tenant in accordance with the terms of the
                          Initial Lease, then (a) in lieu of the termination
                          of the Bond Lease with respect to the Recapture
                          Space, Landlord (or Landlord's Affiliate as
                          designated by Landlord) shall sublease from Tenant
                          such Recapture Space at a rental at all times equal
                          to the lesser of (I) the then sublease rental set
                          forth in the Recapture Statement, and (II) the sum
                          of (A) the Comparison Amount, and (B) the product
                          obtained by multiplying (x) the Escalation Rent Per
                          Square Foot, by (y) the number of square feet of
                          Rentable Area in the Recapture Space, and (b)
                          Tenant's obligation to pay Rental under the Bond
                          Lease shall remain in effect for the balance of the
                          Term (regardless of the aforesaid sublease of the
                          Recapture Space by Landlord);

                    (o)   if, during the term of the Bond Lease, Landlord
                          exercises Landlord's right to consummate an
                          Assignment Recapture in accordance with the terms
                          of the Bond Lease, then (x) in lieu of the
                          termination of the Bond Lease, Tenant shall assign
                          the

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                          interest of the tenant hereunder to Landlord or, at
                          Landlord's option, an Affiliate of Landlord as
                          designated by Landlord, (y) Tenant shall pay to
                          Landlord any consideration that Tenant would have been
                          required to pay to the proposed assignee as set forth
                          in the Assignment Statement (but Landlord shall not be
                          required to pay to Tenant any consideration that
                          Tenant would have received upon consummating the
                          assignment described in the Assignment Statement), and
                          (z) Tenant's obligation to pay Rental under the Bond
                          Lease shall remain in effect for the balance of the
                          Term (regardless of the aforesaid assignment of the
                          tenant's interest hereunder to Landlord);

                    (p)   if, during the term of the Bond Lease, Landlord
                          exercises Landlord's right to consummate a
                          Subleasehold Assignment Recapture in accordance
                          with the terms of the Bond Lease, then (x) in lieu
                          of the termination of the Bond Lease with respect
                          to the Subleasehold Assignment Space, Tenant shall
                          cause the applicable Qualifying Subtenant to assign
                          the interest of the subtenant under the applicable
                          sublease to Landlord or, at Landlord's option, to
                          an Affiliate of Landlord as designated by Landlord,
                          (y) Tenant shall cause such Qualifying Subtenant to
                          pay to Landlord any consideration that such
                          Qualifying Subtenant would have been required to
                          pay to the proposed assignee as set forth in the
                          Subleasehold Assignment Statement (but Landlord
                          shall not be required to pay to such Qualifying
                          Subtenant any consideration that such Qualifying
                          Subtenant would have received upon consummating the
                          assignment described in the Subleasehold Assignment
                          Statement), and (z) Tenant's obligation to pay
                          Rental under the Bond Lease shall remain in effect
                          for the balance of the Term (regardless of the
                          aforesaid assignment of the Qualifying Subtenant's
                          interest under such sublease to Landlord);

                    (q)   Tenant shall have no right to the abatement of
                          Rental as set forth in Section 14.5 hereof;

                    (r)   Landlord shall have the right to include in
                          Operating Expenses all costs associated with
                          operating, managing and repairing the Premises,
                          including, without limitation, the cost of capital
                          improvements in Operating Expenses (and,
                          accordingly, the provisions of Section 26.4(E) of
                          the Initial Lease shall not apply in the Bond
                          Lease);

                    (s)   Tenant shall be required to pay monthly installments
                          to Landlord on account of Taxes to the extent required
                          by a Mortgagee;

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                    (t)   to the extent required by the S&P Guidelines,
                          Tenant shall be required to indemnify Landlord, and
                          hold Landlord harmless, from and against any and
                          all losses, liabilities, damages, costs and
                          expenses (including, without limitation, reasonable
                          attorneys' fees and expenses) that Landlord incurs
                          by reason of the presence of hazardous materials in
                          the Premises;

                    (u)   Landlord, at any time after the Lease Conversion
                          Date, shall have the right to reverse the Lease
                          Conversion, in which case (i) the parties shall
                          amend and restate the Bond Lease in the form of the
                          Initial Lease for the remainder of the Term of the
                          Initial Lease (subject to (x) Tenant's right to
                          extend the Term of the Initial Lease for the
                          Renewal Term if Tenant exercises the Renewal
                          Option, and (y) Landlord's right to again exercise
                          Landlord's right to consummate the Lease Conversion
                          as contemplated by this Section 7.11), and (ii) the
                          Guaranty and the Reimbursement Agreement shall
                          terminate and be of no further force and effect
                          (except for obligations thereunder that accrued
                          prior to the date that Landlord so reverses the
                          Lease Conversion);

                    (v)   subject to the Financial Disclosure Provisions, Tenant
                          shall provide Landlord from time to time with
                          information regarding Tenant (including, without
                          limitation, Tenant's audited financial statements) and
                          the Premises in either case to the extent required to
                          comply with S&P Guidelines; and

                    (w)   if, at any time, Landlord or Landlord's
                          representative exercises its right to reject the
                          Bond Lease under the Bankruptcy Code, then Tenant
                          shall make an election under the Bankruptcy Code to
                          remain in occupancy of the Premises to the extent
                          that Tenant has the right to make such election
                          under the Bankruptcy Code at such time,
                          notwithstanding Landlord's rejection of the Bond
                          Lease;

provided, however, that Landlord shall have the right to require Tenant to
execute and deliver the Bond Lease taking into account some (but not all) of the
modifications described in clauses (a) through (w) above. Landlord shall have
the right to exclude from the Bond Lease the provisions of the Initial Lease
that describe obligations that have been fully performed or that otherwise are
inapplicable (so that, for example, Landlord may exclude the provisions of the
Initial Lease governing Landlord's performance of the Pre-Delivery Work to the
extent that Landlord has theretofore performed the Pre-Delivery Work in
accordance with the terms hereof).

                          (2)   As used herein, the term "Enforceability
Opinion" shall mean a written opinion for the benefit of Tenant, in reasonable
and customary form, which provides that (i) each Guarantor and the Reimbursement
Obligor is duly organized, (ii) each Guarantor duly authorized the execution and
delivery of the Guaranty, (iii) the Reimbursement

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Obligor duly authorized the execution and delivery of the Reimbursement
Agreement, (iv) each Guarantor duly executed and delivered the Guaranty, (v) the
Reimbursement Obligor duly executed and delivered the Reimbursement Agreement,
(vi) the Guaranty is enforceable against the Guarantor in accordance with its
terms, and (vii) the Reimbursement Agreement is enforceable against the
Reimbursement Obligor, in each case subject to reasonable and customary
qualifications, limitations and assumptions.

                          (3)   As used herein, the term "Fairness Opinion"
shall mean a written opinion for the benefit of Tenant, in reasonable and
customary form, which indicates that the Guarantor has received fair
consideration for its execution and delivery of the Guaranty.

                          (4)   As used herein, the term "Guarantor" shall
mean, collectively, (x) Alexander's, and (y) a Person designated by Landlord
that meets the Guaranty Credit Requirements on the date that the Guaranty is
executed and delivered; provided, however, that if, on the date that the
Guaranty is executed and delivered, Alexander's satisfies the Guaranty Credit
Requirements, then "Guarantor" shall mean only Alexander's.

                          (5)   As used herein, the term "Guaranty" shall
mean a guaranty, made by the Guarantor in favor of Tenant, pursuant to which the
Guarantor guaranties the payment and performance of the obligations of the
Reimbursement Obligor under the Reimbursement Agreement (it being understood
that (a) if the Guarantor includes more than one (1) Person, then the Persons
that constitute Guarantor shall have joint and several liability under the
Guaranty, and (b) Landlord shall have the right, at any time, and from time to
time, to cause a Person that satisfies the Guaranty Credit Requirements to
assume, at Landlord's option, either (x) all of the obligations of the Guarantor
under the Guaranty, or (y) the obligations of the Guarantor under the Guaranty
to the extent accruing from and after the date of such assumption, in which case
the Guarantor (and any other Person that theretofore assumed the obligations of
the guarantor under the Guaranty) shall be released from liability under the
Guaranty to the extent such Person assumes such obligations).

                          (6)   As used herein, the term "Guaranty Credit
Requirements" shall mean the requirements that the Guarantor (i) has a Credit
Rating of at least BBB issued by Standard & Poor's (or such other designation
that is the same as, or substantially the same as, a BBB rating issued by
Standard & Poor's as of the date hereof), (ii) has had such Credit Rating for at
least one (1) year, and (iii) is not on credit watch.

                          (7)   As used herein, the term "Initial Lease"
shall mean this Lease on the day immediately prior to the Lease Conversion
Date.

                          (8)   As used herein, the term "Landlord Admission
Agreement" shall mean an agreement, among the Tenant Partner and the constituent
owners of equity interests in Landlord on the date that the Lease Conversion
occurs, pursuant to which (i) the Tenant Partner is admitted as an equity owner
in Landlord on the date that the Lease Conversion occurs, (ii) subject to clause
(iii) below, the Tenant Partner shall not have the right to receive any
distributions from Landlord (from operating cash flow, capital events or on
liquidation), (iii) if Guarantor defaults (beyond the expiration of any
applicable grace period) in

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the payment of an amount due to Tenant under the Guaranty, then the Tenant
Partner shall be deemed to have made a loan to Landlord in an amount equal to
the sum of (x) the amount that Guarantor so failed to pay to Tenant, and (y)
interest thereon calculated at the Applicable Rate from the date that Guarantor
failed to make such payment to the date that Landlord repays such loan, (iv) if
the Tenant Partner is deemed to have made any such loan to Landlord, then
Landlord shall make payments to the Tenant Partner on account thereof to retire
such loan (including, without limitation, accrued and unpaid interest thereon)
in full prior to Landlord making any distributions or any other payments to any
of the other equity owners of Landlord or any of their respective Affiliates (it
being understood that the Tenant Partner's aforesaid right to receive the
repayment of such loan before Landlord makes distributions or any other payments
to other equity owners in Landlord or any of their respective Affiliates shall
be the Tenant Partner's sole remedy for the repayment of any such loan, except
to the extent otherwise expressly provided in this clause (8)), (v) subject to
the terms of this clause (8), the Tenant Partner, in its capacity as an equity
owner in Landlord, shall not have the right to participate in any respect in the
management of the business and affairs of Landlord, or to participate in any
vote with respect to which the other equity owners in Landlord are
participating, except that the other equity owners in Landlord shall agree to
not amend the agreement among the constituent owners of Landlord in a manner
that dilutes the Tenant Partner's right to receive distributions from Landlord
in repayment of loans that the Tenant Partner is deemed to have made to Landlord
as contemplated by clauses (iii) and (iv) above or that otherwise materially and
adversely affects the Tenant Partner's rights as contemplated by the Landlord
Admission Agreement, (vi) the Tenant Partner, in its capacity as an equity owner
in Landlord, shall not have any obligation to make any capital contributions or
loans to Landlord (and the Tenant Partner's equity ownership interest in
Landlord shall not be subject to being reduced by reason of the Tenant Partner's
failure to make capital contributions or loans to Landlord), (vii) if (I)
Guarantor defaults (beyond the expiration of any applicable grace period) under
the Guaranty in the payment to Tenant of an amount equal to or greater than Ten
Million Dollars ($10,000,000), and (II) the property manager for the Premises is
Landlord or an Affiliate of Landlord, then the Tenant Partner shall have the
right to cause Landlord to engage a third-party property manager as reasonably
designated by the Tenant Partner as the property manager for the Premises, and
(viii) if Guarantor defaults (beyond the expiration of any applicable grace
period) under the Guaranty in the payment to Tenant of an amount equal to or
greater than Ten Million Dollars ($10,000,000), then the Tenant Partner shall
have the right to (I) assume day-to-day management responsibility for the
business and affairs of Landlord with respect to the Premises (it being
understood that (i) the equity owners of Landlord other than the Tenant Partner
shall retain the right to consummate a refinancing of the Premises without the
approval of the Tenant Partner, and (ii) the Tenant Partner shall not have the
right to consummate a refinancing of the Premises without the approval of such
other equity owners of Landlord), and (II) subject to the Financial Disclosure
Provisions, cause Landlord to sell the Premises to a third party for an amount
that is not less than the fair market value of the Premises (with the
understanding that (X) if Tenant's Affiliate is the purchaser of the Premises,
then the fair market value thereof shall be determined using a baseball
arbitration procedure, and (Y) if the Tenant Partner uses an independent and
reputable real estate broker or investment banker for the sale of the Premises
to a third party that is not Tenant's Affiliate, and such real estate broker or
investment banker conducts such sale in a manner that is reasonably likely to
result in the sale of the Premises at a market price using a bidding or auction
procedure, then Landlord shall not have

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the right to challenge such price as being less than the fair market value of
the Premises); provided, however, that if there exists a bona fide dispute
between Landlord or Guarantor and Tenant regarding the occurrence of any such
default under the Guaranty, then the Tenant Partner shall not have the right to
take the actions described in clauses (vii) and (viii) above unless and until
Tenant obtains a final non-appealable judgment to the effect that such default
under the Guaranty has occurred.

                          (9)   As used herein, the term "Lease Conversion"
shall mean, subject to the terms of this Section 7.11(B)(9), a transaction where
(i) Landlord and Tenant execute and deliver the Bond Lease, (ii) the constituent
owners of equity interests in Landlord and Tenant execute and deliver the
Landlord Admission Agreement, (iii) Reimbursement Obligor and Tenant execute and
deliver the Reimbursement Agreement, (iv) the Guarantor executes and delivers to
Tenant the Guaranty, (v) a reputable investment bank of national recognition as
reasonably designated by Landlord issues the Fairness Opinion, and (vi) a
reputable law firm of national recognition as reasonably designated by Landlord
issues the Enforceability Opinion. Tenant shall have no obligation to consummate
the Lease Conversion unless and until Tenant receives (u) the Enforceability
Opinion, duly executed and delivered by the aforesaid law firm, (v) the Landlord
Admission Agreement, duly executed by the constituent owners of equity interests
in Landlord, (w) the Reimbursement Agreement, duly executed and delivered by the
Reimbursement Obligor, (x) the Guaranty, duly executed and delivered by the
Guarantor, and (y) the Fairness Opinion, duly executed and delivered by the
aforesaid investment bank.

                          (10)  As used herein, the term "Lease Conversion
Date" shall mean the date that the Lease Conversion becomes effective in
accordance with the terms of this Section 7.11.

                          (11)  As used herein, the term "Lease Conversion
Documents" shall mean the Bond Lease, the Reimbursement Agreement, the Guaranty
and the Landlord Admission Agreement.

                          (12)  As used herein, the term "Reimbursement
Agreement" shall mean an agreement, between the Reimbursement Obligor and
Tenant, pursuant to which the Reimbursement Obligor agrees to pay to Tenant,
from time to time, any amount that Tenant is required to pay to Landlord or
third parties under the Bond Lease (by virtue of the modifications to the
Initial Lease described in clauses (a) through (w) of Section 7.11(B)(1) hereof,
or other modifications to the Initial Lease that are required to accomplish the
Lease Conversion), to the extent such amount exceeds the amount that Tenant
would have been otherwise required to pay to Landlord or third parties under the
Initial Lease, including, without limitation: (i) the amount that Tenant pays to
Landlord by reason of any amendment to the Bond Lease that a Mortgagee requires
(less the amounts, if any, that Tenant would have been otherwise required to pay
for such amendment under the Initial Lease); (ii) if, during the term of the
Bond Lease, Landlord exercises its right to recapture using a sublease as
contemplated by Section 7.11(B)(1)(n) or using an assignment of a sublease as
contemplated by Section 7.11(B)(1)(p), any amount that the subtenant fails to
pay to Tenant under the applicable sublease (less the rental collected by Tenant
from any sub-subtenant or occupant of the recaptured space); (iii) any items of
additional rent

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that Tenant pays to Landlord under the Bond Lease that exceeds the amounts that
Tenant would have been required to pay for the corresponding items (if any)
under the Initial Lease; (iv) the amount paid by Tenant to Landlord if the Bond
Lease is terminated following a casualty or condemnation, as contemplated by
clause (k) or clause (l) of Section 7.11(B)(1) hereof; (v) the amount of Rental
that Tenant pays to Landlord which would not have been payable under the terms
of the Initial Lease as result of a casualty or a condemnation or acquisition by
a Governmental Authority; (vi) the amount of Rental that Tenant pays to Landlord
which would not be payable under the Initial Lease pursuant to the terms of
Section 14.5 hereof; (vii) the cost of providing the bonds or other security
pursuant to the terms of the Bond Lease that Tenant would not be required to
provide under the Initial Lease, (viii) if a fire or other casualty occurs, the
excess of (a) the amount of proceeds of property insurance for the Tenant
Restoration Items that the Mortgagee has the right to retain under the Bond
Lease, over (b) such proceeds that Landlord or the Mortgagee has the right to
retain under the Initial Lease, and (ix) if a condemnation of the Premises or a
portion thereof occurs, any portion of the condemnation award that (X) would
have been payable to Tenant under the Initial Lease, and (B) the Mortgagee has
the right to retain under the Bond Lease. Landlord and Tenant acknowledge that
the Reimbursement Agreement shall provide for (x) a quarterly reconciliation of
the amounts due from the Reimbursement Obligor to Tenant thereunder, with
interest thereon, (y) the Reimbursement Obligor being obligated to make the
reimbursements contemplated by the Reimbursement Agreement notwithstanding the
occurrence of an Event of Default under the Bond Lease, and (z) the
Reimbursement Obligor being directed to use the reimbursement payments due to
Tenant under the Reimbursement Agreement to pay any amounts that are then due to
Landlord under the Bond Lease and in respect of which an Event of Default has
occurred. Landlord and Tenant also acknowledge that the Reimbursement Agreement
shall provide that if, at any time during the term of the Bond Lease, (x) Tenant
engages an independent, qualified and reputable third party environmental
consultant with whom Tenant has had no prior business relationship to perform an
analysis of hazardous materials located at the Premises, (y) neither Tenant, nor
any Person claiming by, through or under Tenant is responsible for such
hazardous materials being located at the Premises, and (z) such consultant
concludes that there exists a material likelihood that Tenant's liability to
Landlord for the indemnity described in Section 7.11(B)(1)(t) hereof will exceed
Ten Million Dollars ($10,000,000), then the Reimbursement Obligor shall be
required to post a bond or other security reasonably satisfactory to Tenant in
the amount of such excess to secure the Reimbursement Obligor's obligation to so
indemnify Tenant.

                          (13)  As used herein, the term "Reimbursement
Obligor" shall mean Landlord or, at Landlord's option, an Affiliate of Landlord
that Landlord designates.

                          (14)  As used herein, the term "S&P Guidelines"
shall mean, at any particular time, the guidelines then issued by Standard &
Poor's for rated financings of credit tenant leases.

                          (15)  As used herein, the term "Tenant Partner"
shall mean Tenant, or, if Landlord so requests in connection with the
consummation of the Lease Conversion, a bankruptcy-remote single-purpose entity
that is wholly-owned by Tenant.

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                    (C) Landlord shall have the right to provide to Tenant
drafts of all or any of the Lease Conversion Documents for Tenant's review
(regardless of whether Landlord has theretofore given the Conversion Notice to
Tenant). If Landlord gives any such drafts of the Lease Conversion Documents to
Tenant, then Landlord and Tenant shall work diligently and in good faith to
agree on the form and substance thereof. Landlord and Tenant shall agree to the
form of the Lease Conversion Documents to the extent that the terms thereof are
consistent with the principles set forth in this Section 7.11. If Landlord and
Tenant so agree on the form of any of the Lease Conversion Documents, then such
form shall constitute the applicable Lease Conversion Document for purposes
hereof (except that Landlord, from time to time, shall have the right to submit
to Tenant revised drafts of all or any of the Lease Conversion Documents, in
which case the procedures described in this Section 7.11(C) shall again apply).
If Landlord and Tenant do not agree on the form of any such Lease Conversion
Document within one hundred twenty (120) days after the date that Landlord so
provides Tenant with a draft thereof, then Landlord shall have the right to
submit the determination of the issues regarding the applicable Lease Conversion
Document to an Expedited Arbitration Proceeding (it being understood that the
arbitrator in any such Expedited Arbitration Proceeding shall be a partner in a
law firm of national recognition with at least ten (10) years of current
experience in representing financial institutions in rated mortgage loan
transactions where (x) the security for the mortgage loan is a credit-tenant
triple-net lease, and (y) the mortgage is held by a real estate mortgage
investment conduit).

                    (D) If Landlord exercises Landlord's right to require Tenant
to consummate a Lease Conversion as contemplated by this Section 7.11, then,
subject to the Financial Disclosure Provisions, Tenant shall cooperate
reasonably with Landlord in connection therewith. Tenant's aforesaid cooperation
with Landlord may include, without limitation, (a) Tenant's causing Tenant's
representatives to attend meetings or presentations with a prospective Mortgagee
or any underwriters of or investors in any securitization thereof (subject,
however, to the Financial Disclosure Provisions), and (b) Tenant's executing and
delivering, or causing to be executed and delivered, any additional documents
that are reasonably required by Landlord in connection with the Lease
Conversion, to the extent that such additional documents do not impose any
additional financial obligations on Tenant or impair any of Tenant's rights
hereunder in any material respect or expand any of Tenant's other obligations
hereunder in any material respect (it being understood that such additional
documents may include, without limitation, an opinion of reputable legal counsel
with a national reputation (v) to the effect that Tenant is duly organized under
the laws of the jurisdiction of its formation, (w) to the effect that Tenant
duly authorized the execution and delivery of the Lease, (x) to the effect that
Tenant duly executed and delivered the Lease, (y) to the effect that the Lease
is enforceable against Tenant, and (z) regarding other matters reasonably and
customarily requested by the Mortgagee, in each case subject to reasonable and
customary qualifications, limitations and assumptions). Landlord shall also
cooperate reasonably with Tenant to provide any other documentation reasonably
requested by Tenant to effectuate the Lease Conversion as contemplated hereby.

                    (E) Subject to this Section 7.11(E), if Landlord exercises
Landlord's rights as set forth in this Section 7.11 to consummate the Lease
Conversion, then Landlord, simultaneously with the consummation of the Lease
Conversion, shall cause the owners of the

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equity interests in Landlord to grant to Tenant a first-priority security
interest in such equity interests (other than the equity interests in Landlord
that Tenant owns by virtue of the Landlord Admission Agreement), to secure the
obligations of the Reimbursement Obligor under the Reimbursement Agreement and
the obligations of the Guarantor under the Guaranty. Tenant shall have the right
to realize upon such security interest, or otherwise exercise Tenant's power of
sale thereof, only if Guarantor defaults under the Guaranty in respect of more
than Ten Million Dollars ($10,000,000). Landlord and Tenant shall prepare the
documentation reasonably necessary for such grant of such first-priority
security interest in accordance with the terms of this Section 7.11 that govern
the preparation of the Lease Conversion Documents. Landlord shall use reasonable
efforts to consummate its rated financing under the S&P Guidelines in a manner
that permits the owners of the equity interests in Landlord to grant to Tenant a
first-priority security interest in such equity interests as contemplated by
this Section 7.11(E). Tenant shall not have the right to the grant of such
first-priority security interest in connection with the Lease Conversion if such
grant precludes Landlord from consummating a rated financing in accordance with
the S&P Guidelines. Landlord and Tenant acknowledge that the Lease Conversion
Documents shall provide that if such grant of such first-priority security
interest (x) does not preclude Landlord from consummating such rated financing
in accordance with the S&P Guidelines, and (y) results in the cost to Landlord
of such rated financing exceeding the cost to Landlord for such financing that
Landlord would have otherwise incurred, then Tenant shall pay to Landlord an
amount equal to fifty percent (50%) of such excess from time to time during the
period that such financing remains outstanding (with the understanding that
Tenant shall not be entitled to reimbursement for such payment pursuant to the
Reimbursement Agreement). Landlord shall include in any request for any such
payment reasonable documentation that supports Landlord's calculation of such
excess.

      Section 7.12 Landlord hereby represents and warrants to Tenant that (i)
Landlord owns the fee interest in the Land, (ii) no Superior Leases exist as of
the date hereof, and (iii) the only mortgages encumbering the Land as of the
date hereof are as described on Exhibit 7.12 attached hereto and made a part
hereof (collectively, the "Existing Mortgages"). Landlord, on or prior to the
date that the erection of the structural steel for the Building commences, shall
either (x) cause the holders of the Existing Mortgages to execute and deliver a
Nondisturbance Agreement, (y) cause the Existing Mortgages to be discharged of
record, or (z) cause the Existing Mortgages to be subordinated to this Lease.
Landlord shall not lease any of the equipment that is incorporated into the
Building as part of the Work from the vendor thereof (with the understanding,
however, that Landlord shall not be precluded from consummating a Superior Lease
in accordance with the terms hereof). Landlord represents and warrants to Tenant
that to Landlord's knowledge any Taxes that have heretofore become due and
payable have been paid.

      Section 7.13. (A) Subject to the terms of this Section 7.13(A), Landlord
shall have the right to require that Tenant obtain a long-term debt rating from
a rating agency with a national reputation that is designated by Tenant and
reasonably approved by Landlord (any such rating agency being referred to herein
as the "First Rating Agency"). Landlord hereby acknowledges that either Standard
& Poor's or Moody's may serve as the First Rating Agency for purposes hereof.
Tenant shall provide appropriate financial information regarding Tenant to the
First Rating Agency from time to time to the extent necessary for the First
Rating Agency to rate

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Tenant during the Term. Tenant shall provide to Landlord, promptly after
Landlord's request from time to time, a statement of the long-term debt rating
then issued by the First Rating Agency in respect of Tenant. Tenant shall obtain
such financial rating from the First Rating Agency, and maintain such financial
rating from the First Rating Agency, in either case at Tenant's sole cost and
expense. Tenant shall not be required to obtain such financial rating from the
First Rating Agency earlier than the ninetieth (90th) day after the date that
Landlord requests that Tenant obtain such financial rating. Tenant shall not be
required to maintain a financial rating from the First Rating Agency during the
Term if Tenant's financial condition deteriorates to the extent that the First
Rating Agency would no longer provide a financial rating for Tenant.

                    (B) Subject to the terms of this Section 7.13(B) and the
Financial Disclosure Provisions, Landlord shall have the right to request that
Tenant obtain a second long-term debt rating from a rating agency with a
national reputation that is designated by Tenant (any such rating agency being
referred to herein as the "Second Rating Agency"). The Second Rating Agency
shall not be the same as the First Rating Agency. Landlord shall not make such
request that Tenant obtain such second financial rating unless (x) Landlord is
then engaged in (or otherwise making reasonable preparations for) arranging
financing for the Building (or a portion thereof comprised of at least the Basic
Premises) (other than the initial construction financing for the Building), and
(y) Landlord then has a reasonable basis for concluding that Tenant's obtaining
such second financial rating (I) is necessary for Landlord to obtain such
financing, or (II) will reduce to a material extent Landlord's financing costs
for the Building. Tenant shall select the Second Rating Agency from a group of
at least three (3) financial rating agencies, with a national reputation and
that charge commercially reasonable rates, as reasonably designated by Landlord
in the notice that Landlord gives to Tenant pursuant to which Landlord exercises
Landlord's rights under this Section 7.13(B); provided, however, that Landlord
may designate less than three (3) such agencies to the extent that there are
then less than three (3) such agencies with a national reputation. Any such
request made by Landlord shall not be effective for purposes of this Section
7.13(B) unless Landlord includes in such request a description in reasonable
detail explaining Landlord's conclusion that Tenant's obtaining such second
financial rating will make financing available to Landlord or reduce to a
material extent Landlord's financing costs for the Building (such financing as
so described by Landlord being referred to herein as the "Applicable Financing";
the term of the financing so described by Landlord being referred to herein as
the "Applicable Financing Term"). Tenant shall pay the cost of obtaining (and
maintaining during the Term) any such second financial rating from the Second
Rating Agency. If Tenant obtains such second financial rating from the Second
Rating Agency, then (i) Tenant shall provide appropriate financial information
regarding Tenant to the Second Rating Agency from time to time to the extent
necessary for the Second Rating Agency to rate Tenant during the Term, and (ii)
Tenant shall provide to Landlord, promptly after Landlord's request from time to
time, a statement of the rating then issued by the Second Rating Agency in
respect of Tenant. If (x) Landlord so requests that Tenant obtain a second
financial rating from the Second Rating Agency as contemplated by this Section
7.13(B), and (y) Tenant does not obtain such second financial rating from the
Second Rating Agency within one hundred twenty (120) days after Landlord's
aforesaid request, then Tenant shall pay to Landlord, as additional rent, on a
monthly basis during the Applicable Financing Term, an amount equal to the
excess of (a) the financing costs that Landlord incurs for the Premises during
the Applicable Financing Term, over (b) the

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financing costs that Landlord would have incurred for the Premises under the
Applicable Financing for the Applicable Financing Term if Tenant had obtained
such second financial rating from the Second Rating Agency as contemplated by
this Section 7.13(B) (it being understood that if the Mortgage granted by
Landlord in connection with such financing encumbers portions of the Building
that do not constitute the Premises, then the costs of such financing shall be
allocated reasonably to the Premises for purposes of determining the aforesaid
amount due from Tenant to Landlord). Landlord shall provide Tenant from time to
time reasonable supporting documentation for the aforesaid amount due from
Tenant to Landlord under this Section 7.13(B). Tenant shall not be required to
obtain or maintain a financial rating from the Second Rating Agency during the
Term if Tenant's financial condition deteriorates to the extent that the Second
Rating Agency would no longer provide a financial rating for Tenant (it being
understood that if Tenant is not required to obtain or maintain such financial
rating, then Tenant shall not be required to thereafter make the payments to
Landlord as provided in this Section 7.13(B)).

                    (C) Either Landlord or Tenant shall have the right to submit
to an Expedited Arbitration Proceeding any dispute between the parties arising
under this Section 7.13.

                                   ARTICLE 8
                             RULES AND REGULATIONS

      Section 8.1 Tenant shall comply with, and Tenant shall cause Tenant's
contractors, employees, agents, visitors, invitees and licensees to comply with,
the Rules and Regulations. Tenant shall have the right to dispute the
reasonableness of any additional Rule or Regulation hereafter adopted by
Landlord. If Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter adopted by Landlord, then the dispute shall be determined
by an Expedited Arbitration Proceeding pursuant to the provisions of Section
35.6 hereof. Landlord shall (i) not unreasonably withhold or delay its consent
to any approval required under the Rules and Regulations, and (ii) exercise its
judgment in good faith in any instance providing for the exercise of its
judgment in the Rules and Regulations. If any conflict or inconsistency exists
between the Rules and Regulations and the provisions of this Lease, then the
provisions of this Lease shall control. Landlord shall not have the right to
adopt Rules and Regulations that affect Tenant's performance of the Initial
Alterations as contemplated hereby.

      Section 8.2 Subject to the terms of this Section 8.2, Landlord shall have
no duty or obligation to enforce the Rules and Regulations against any other
occupant of the Building, and Landlord shall not be liable to Tenant for
violation thereof by any other occupant, its employees, agents, visitors or
licensees. If a particular Rule or Regulation is of a nature that applies to
portions of the Building other than the Premises, then Landlord shall not
enforce such Rule or Regulation against Tenant if such Rule or Regulation is not
then being enforced against the other occupants of the Building. If (i) another
occupant in the Building fails to comply with a Rule and Regulation that is (x)
applicable to Tenant under this Lease, and (y) is applicable to such other
occupant because such Rule or Regulation is of a nature that applies to portions
of the Building other than the Premises, (ii) such failure by such other
occupant either (a) violates the terms of a lease between Landlord and such
occupant, or (b) violates such other occupant's obligations to the Condominium,
(iii) such failure by such other occupant has a material adverse effect on

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Tenant's ability to conduct business in the Premises, (iv) Tenant is then in
compliance with such Rule or Regulation, and (v) Tenant requested that Landlord
enforce Landlord's rights (or to cause the Condominium Association to enforce
the Condominium Association's rights) against such other occupant in respect of
such failure, then Landlord shall use due diligence to enforce Landlord's rights
(or to cause the Condominium Association to enforce the Condominium
Association's rights) against such other occupant in respect of such failure
(including, if necessary, the institution of appropriate proceedings against
such other occupant) promptly after Tenant's request to Landlord therefor.
Tenant shall reimburse Landlord (or the Condominium Association), from time to
time, for the reasonable out-of-pocket costs and expenses incurred by Landlord
(or the Condominium Association) in connection with Landlord's using due
diligence to enforce Landlord's rights (or the Condominium Association's using
due diligence to enforce the Condominium Association's rights) against such
other occupant as contemplated by this Section 8.2. Landlord shall include in
any such request for reimbursement reasonable supporting information therefor.
Landlord shall consult (or shall cause the Condominium Association to consult)
from time to time with Tenant in connection with Landlord's using due diligence
(or the Condominium Association's using due diligence) to enforce the aforesaid
rights of Landlord or the Condominium Association against such other occupant as
contemplated by this Section 8.2.

                                   ARTICLE 9
               INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

      Section 9.1 (A) Any employee of Landlord to whom any property is entrusted
by or on behalf of Tenant (other than in the performance of Landlord's
obligations hereunder) shall be deemed to be acting as Tenant's agent with
respect to such property and Landlord shall not be liable for any damage to or
theft of property of Tenant (other than in the performance of Landlord's
obligations hereunder or to the extent deriving from negligence or willful
misconduct on the part of Landlord (or an employee of Landlord acting within the
scope of his or her employment)).

                    (B) Subject to the terms of this Section 9.1(B), if at any
time any windows of the Premises are closed, darkened or bricked-up due to any
Requirement or by reason of repairs, maintenance, alterations, or improvements
to the Building, then Landlord shall not be liable for any damage Tenant may
sustain thereby and Tenant shall not be entitled to any compensation therefor,
nor abatement or diminution of Rental, nor shall the same release Tenant from
its obligations hereunder, nor constitute an actual or constructive eviction, in
whole or in part, by reason of inconvenience or annoyance to Tenant, or injury
to or interruption of Tenant's business, or otherwise, nor impose any liability
upon Landlord or its agents. Landlord shall not have the right to close, darken
or brick-up any window of the Premises permanently except to the extent required
by Requirements. If at any time the windows of the Premises are closed, darkened
or bricked-up, and such closing, darkening or bricking-up is not permanent,
then, unless Tenant is required pursuant to the Lease to perform the repairs,
maintenance, alterations, or improvements, or to comply with the Requirements
which resulted in such windows being closed, darkened or bricked-up, Landlord
shall perform such repairs, maintenance, alterations or improvements and comply
with the applicable Requirements with all reasonable diligence and otherwise
take such action as may be reasonably necessary to minimize the period during
which

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such windows are closed, darkened, or bricked-up. Landlord shall not have
the right to install any signage, billboards or other similar elements designed
for purposes of promotion on the exterior of the Building which interferes with
the views from the windows of the Premises.

                    (C) Tenant shall promptly notify Landlord of any fire or
other casualty in the Premises promptly after Tenant has knowledge thereof,
provided (i) such fire or other casualty results in damages for which the cost
to repair is reasonably expected to exceed Twenty-Five Thousand Dollars
($25,000), (ii) Landlord is required to repair (or cause to be repaired) the
damage caused thereby pursuant to the terms hereof, or (iii) such fire or other
casualty has an adverse effect in any material respect on a Remote Building
System or a Shared Building System.

      Section 9.2 Tenant shall obtain and keep in full force and effect (i) an
"all risk" insurance policy for the Tenant Restoration Items in an amount equal
to one hundred percent (100%) of the replacement value thereof (the insurance
policy described in this clause (i) being referred to herein as "Tenant's
Property Policy"), (ii) a policy of commercial general liability and property
damage insurance on an occurrence basis, with a broad form contractual liability
endorsement (the invoice policy described in this clause (ii) being referred to
herein as "Tenant's Liability Policy"), and (iii) an "all risk" insurance policy
for Tenant's Property in an amount equal to one hundred percent (100%) of the
replacement value thereof (the insurance policy described in this clause (iii)
being referred to herein as "Tenant's Personal Property Policy"). The deductible
under each of Tenant's Liability Policy, Tenant's Property Policy and Tenant's
Personal Property Policy shall not exceed the Permitted Deductible Amount.
Landlord shall reasonably cooperate with Tenant and its insurance company in the
adjustment of any claims with the issuer of Tenant's Property Policy for any
damage to the Tenant Restoration Items. Tenant's Property Policy, Tenant's
Personal Property Policy and Tenant's Liability Policy shall provide that Tenant
is named as the insured. Landlord, Landlord's managing agent, the Condominium
Association (and the individual members of the Board of Managers and any
Subordinate Board of Managers), the managing agent for the Condominium
Association, and any Lessors and any Mortgagees (whose names have been furnished
to Tenant) shall be added as additional insureds, as their respective interests
may appear, with respect to Tenant's Liability Policy. Tenant shall cause a
Mortgagee to be named as a mortgagee under Tenant's Property Policy promptly
after Landlord's request from time to time, and provide Landlord with reasonable
evidence that such Mortgagee has been so named under Tenant's Property Policy.
Tenant's Liability Policy shall provide primary coverage for the Persons
required to be named as additional insureds pursuant to this Section 9.2. Tenant
shall have the right to obtain Tenant's Property Policy and Tenant's Personal
Property Policy using the same insurance policy, provided that such policy
otherwise complies with the requirements set forth in this Article 9. Tenant's
Liability Policy shall contain a provision that (a) no act or omission of Tenant
shall affect or limit the obligation of the insurer to pay the amount of any
loss sustained to any Person entitled thereto (other than Tenant or Tenant's
Affiliates), and (b) the policy shall be non-cancelable with respect to
Landlord, Landlord's managing agent, the Condominium Association (and the
individual members of the Board of Managers and any Subordinate Board of
Managers), the managing

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agent for the Condominium Association, and such Lessors and Mortgagees (whose
names and addresses shall have been furnished to Tenant) unless at least thirty
(30) days of prior written notice has been given to Landlord and such other
Persons by certified mail, return receipt requested, which notice shall contain
the policy number and the names of the insured and additional insureds, except
that such thirty (30) day period shall be reduced to ten (10) days in respect of
a cancellation that derives from Tenant's failure to pay the premium for such
policy when due. Upon receipt by Tenant of any notice of cancellation or any
other notice from the issuer of Tenant's Liability Policy or Tenant's Property
Policy which may adversely affect the coverage of the insureds thereunder,
Tenant shall immediately deliver to Landlord and any other additional insured
hereunder a copy of such notice. The minimum amounts of liability under the
Tenant's Liability Policy shall be a combined single limit with respect to each
occurrence in an amount of Five Million Dollars ($5,000,000) for injury (or
death) to persons and damage to property, which amount, at Landlord's request,
shall be increased from time to time (but not more frequently than once in any
particular period of three (3) years) to that amount of insurance which is then
being customarily required by prudent landlords of office buildings that comply
with the Building Standard. All insurance required to be carried by Tenant
pursuant to the terms of this Lease (other than Tenant's Personal Property
Policy) shall be effected under valid and enforceable policies issued by
reputable and independent insurers permitted to do business in the State of New
York, and rated in Best's Insurance Guide, or any successor thereto (or if there
be none, an organization having a national reputation) as having a general
policyholder rating of "A" and a financial rating of at least "X". Tenant shall
have the right to satisfy Tenant's obligation to carry insurance as described in
this Section 9.2 with blanket or umbrella insurance policies, provided that such
blanket or umbrella insurance policies (x) contain an aggregate per location
endorsement that provides the required level of protection for the Premises, and
(y) provide that a loss that relates to any other location does not impair or
reduce the level of protection available for the Premises below the amount
required by this Lease. Landlord shall have the right to require that the issuer
of Tenant's Property Policy pay any proceeds thereof to an independent trustee
or depository that is reasonably designated by a Mortgagee and that has net
assets of not less than Two Hundred Fifty Million Dollars ($250,000,000) by
giving notice thereof to Tenant (any such trustee or depository designated by a
Mortgagee being referred to herein as the "Proceeds Depository"); provided,
however, that Landlord shall not have the right to require Tenant to deposit
such proceeds with a Proceeds Depository unless the Mortgagee constitutes an
Institutional Lender that is not an Affiliate of Landlord. Tenant, in all cases,
shall have the right to retain the proceeds of Tenant's Personal Property
Policy. Tenant shall have the right to name itself (or any other Person) as loss
payee for purposes of Tenant's Property Policy prior to the date that Landlord
gives such notice to Tenant (in which case any proceeds of Tenant's Property
Policy that are collected by Tenant or such other Person shall be held in trust
and applied in accordance with the terms hereof). If Landlord gives such notice
to Tenant, then Tenant shall cause Tenant's Property Policy to name the Proceeds
Depository as loss payee. If (i) Landlord gives such notice to Tenant, and (ii)
this Lease terminates by reason of the applicable fire or other casualty, then
Landlord shall cause the Proceeds Depository to disburse such proceeds as
provided in Section 9.6(B) hereof. If (x) Landlord gives such notice to Tenant,
and (y) this Lease does not terminate by reason of the applicable fire or other
casualty, then Landlord shall cause the Proceeds Depository to disburse such
proceeds to Tenant, from time to time as Tenant's restoration work progresses,
in accordance with customary and reasonable procedures therefor as

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designated by the Mortgagee; provided, however, that Landlord shall cause the
Proceeds Depository to disburse such proceeds to Tenant promptly after the
Proceeds Depository's receipt thereof if the aggregate amount of such proceeds
arising out of a particular fire or other casualty is less than Five Hundred
Thousand Dollars ($500,000). Either party shall have the right to submit to an
Expedited Arbitration Proceeding any dispute between the parties regarding the
identity of the Proceeds Depository or the aforesaid procedures designated by
the Proceeds Depository for the disbursement of such proceeds.

      Section 9.3 Landlord shall obtain and keep in full force and effect,
and/or cause the Condominium Association to obtain and keep in full force and
effect, (x) insurance against loss or damage by fire and other casualty to the
Landlord Restoration Items (other than foundations and footings), as may be
insurable under then available standard forms of "all-risk" insurance policies,
in an amount equal to one hundred percent (100%) of the replacement value
thereof (with a deductible in an amount not to exceed the Permitted Deductible
Amount), and (y) insurance against rental loss deriving from a fire or other
casualty described in clause (x) above in an amount that is reasonably expected
to cover thirty-six (36) months of rental loss from the Premises (the insurance
described in clause (x) and clause (y) above being collectively referred to
herein as "Landlord's Property Policy"); provided, however, that during the
period prior to the date that Landlord Substantially Completes the Pre-Delivery
Work, Landlord shall instead carry builder's risk insurance, in customary form,
for the Landlord Restoration Items, in an amount equal to one hundred percent
(100%) of the replacement value thereof. Tenant shall reasonably cooperate with
Landlord, the Condominium Association, and their respective insurance companies
in the adjustment of any claims for any damage to the Landlord Restoration
Items. Landlord shall obtain and keep in full force and effect during the Term a
valid and enforceable policy ("Landlord's Liability Policy") of commercial
general liability insurance on an occurrence basis, with a broad form
contractual liability endorsement. Landlord's Liability Policy and Landlord's
Property Policy shall be issued by reputable and independent insurers permitted
to do business in the State of New York, and rated in Best's Insurance Guide, or
any successor thereto (or if there be none, an organization having a national
reputation) as having a general policyholder rating of "A" and a financial
rating of at least "X". The minimum amount of liability covered by Landlord's
Liability Policy shall be a combined single limit with respect to each
occurrence in the amount of Fifty Million Dollars ($50,000,000) for injury (or
death) to persons and damage to property, which minimum amount shall be subject
to reasonable and customary increases from time to time (but not more frequently
than once in any particular period of three (3) years) to that amount of
insurance which is then being carried by prudent landlords of office buildings
that comply with the Building Standard. The deductible under Landlord's
Liability Policy shall not exceed the Permitted Deductible Amount. Landlord
shall name Tenant and Affiliates of Tenant that occupy the Premises and of which
Tenant gives notice to Landlord as an additional insured on Landlord's Liability
Policy. Landlord's Liability Policy shall contain a provision that (a) no act or
omission of Landlord shall affect or limit the obligation of the insurer to pay
the amount of any loss sustained to any Person entitled thereto (other than
Landlord or Landlord's Affiliates), and (b) the policy shall be non-cancelable
with respect to Tenant unless at least thirty (30) days of prior written notice
has been given to Tenant by certified mail, return receipt requested, which
notice shall contain the policy number and the names of the insured and
additional insureds, except that such thirty (30) day period shall be reduced to
ten (10) days in

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respect of a cancellation that derives from Landlord's failure to pay the
premium for such policy when due. Upon receipt by Landlord of any notice of
cancellation or any other notice from the issuers of Landlord's Property Policy
or Landlord's Liability Policy which may adversely affect the coverage of the
insureds under such policy of insurance, Landlord shall immediately deliver to
Tenant a copy of such notice. Landlord, during the period prior to the date that
the Statutory Condominium Declaration becomes effective, shall cause any Lessor
or Mortgagee to be named as loss payee for Landlord's Property Policy (so that
the net proceeds of Landlord's Property Policy are actually made available to
such Lessor or Mortgagee for purposes of clause (ii) of Section 7.1(B)(5)
hereof).

      Section 9.4 On or prior to the First Commencement Date, Tenant shall
deliver to Landlord appropriate certificates of insurance, including evidence of
waivers of subrogation required pursuant to Section 10.3 hereof, required to be
carried by Tenant pursuant to this Article 9. Evidence of each renewal or
replacement of a policy shall be delivered by Tenant to Landlord at least
fifteen (15) days prior to the expiration of such policy. On or prior to the
First Commencement Date, Landlord shall deliver to Tenant appropriate
certificates of insurance, including evidence of waivers of subrogation required
pursuant to Section 10.3 hereof, required to be carried by Landlord pursuant to
this Article 9. Evidence of renewal or replacements of a policy shall be
delivered by Landlord to Tenant at least fifteen (15) days prior to the
expiration of such policy.

      Section 9.5 Tenant acknowledges that Landlord shall not carry insurance
on, and shall not be responsible for damage to, Tenant's Restoration Items, and
that Landlord shall not carry insurance against, or be responsible for any loss
suffered by Tenant due to, interruption of Tenant's business, except as
expressly set forth herein.

      Section 9.6 (A) If (i) Tenant obtains property insurance for any of the
Landlord Restoration Items, (ii) after the occurrence of a fire or other
casualty, Tenant recovers insurance proceeds for such Landlord Restoration
Items, and (iii) Tenant's recovery of such proceeds for the Landlord Restoration
Items diminishes the insurance proceeds to which Landlord or the Condominium
Association is entitled under its respective property insurance policies for the
Landlord Restoration Items, then Tenant shall pay promptly to Landlord such
insurance proceeds recovered by Tenant to the extent that the aforesaid
insurance recovery of Landlord or the Condominium Association is diminished. If
(i) Landlord or the Condominium Association obtains property insurance for any
of the Tenant Restoration Items, (ii) after the occurrence of a fire or other
casualty, Landlord or the Condominium Association recovers insurance proceeds
for such Tenant Restoration Items, and (iii) the recovery by Landlord or the
Condominium Association of such proceeds for Tenant Restoration Items diminishes
the insurance proceeds to which Tenant is entitled under Tenant's property
insurance policy for the Tenant Restoration Items, then Landlord shall pay
promptly to Tenant (or Landlord shall cause the Condominium Association to pay
promptly to Tenant) such insurance proceeds recovered by Landlord or the
Condominium Association to the extent that Tenant's aforesaid insurance recovery
is diminished.

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                    (B) If (x) this Lease terminates by reason of the occurrence
of a fire or other casualty pursuant to Article 10 hereof, and (y) a Mortgagee
that constitutes an Institutional Lender then holds a Mortgage on Landlord's
interest in the Premises, then Tenant shall pay (or Landlord shall cause the
Proceeds Depository to pay, as the case may be) the proceeds of Tenant's
Property Policy (and any other proceeds to which Tenant is entitled under
Section 9.6(A) hereof) to the extent deriving from such fire or other casualty
as follows:

                          (i)   first, to Landlord (or, at Landlord's option,
                                to such Mortgagee), until the aggregate
                                amount paid to Landlord (or such Mortgagee)
                                from such proceeds equals the excess of (I)
                                the lesser of (x) the amount of the
                                outstanding indebtedness secured by such
                                Mortgage, and (y) eighty percent (80%) of the
                                fair market value of the Premises on the date
                                that such Mortgagee initially funded the debt
                                secured by such Mortgage, over (II) the
                                proceeds of Landlord's Property Policy that
                                are available to Landlord (or such Mortgagee)
                                by reason of such fire or other casualty to
                                the Landlord Restoration Items (or would have
                                been available to Landlord (or such
                                Mortgagee) if Landlord or the Condominium
                                Association carried Landlord's Property
                                Policy in accordance with the terms hereof);
                                and

                          (ii)  second, to Tenant, until the aggregate amount
                                paid to Tenant from such proceeds equals
                                Tenant's Unamortized Alterations Cost; and

                          (iii) finally, one-half (1/2) of the remainder to
                                Landlord and one-half (1/2) of the remainder to
                                Tenant.

Landlord and Tenant shall give the other party reasonable access to the such
party's books and records to the extent reasonably necessary to determine the
amount due from Tenant to Landlord under this Section 9.6(B). Either party shall
have the right to submit any dispute between the parties regarding the amount
due from Tenant to Landlord under this Section 9.6(B) to an Expedited
Arbitration Proceeding.

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                                  ARTICLE 10
                        DESTRUCTION-FIRE OR OTHER CAUSE

      Section 10.1 (A) Subject to the terms of this Section 10.1, if the
Landlord Restoration Items are damaged by fire or other casualty, then Landlord,
at Landlord's sole cost and expense, shall diligently repair, or shall cause the
Condominium Association to diligently repair, with reasonable dispatch, the
Landlord Restoration Items to substantially the condition prior to the damage,
with such modifications as are required in order to comply with Requirements
(with the understanding that if applicable Requirements require that the
Premises, after the performance of such restoration by Landlord or the
Condominium Association, be comprised of less Usable Area than the Usable Area
of the Premises immediately prior to the occurrence of such fire or other
casualty, then the Fixed Rent that is otherwise due hereunder from and after the
date of such fire or other casualty shall be adjusted to reflect the reduction
in Rentable Area that derives from the restoration of the Premises being
performed in compliance with such Requirements). Landlord shall have no
obligation to repair (or to cause the Condominium Association to repair) any
damage to, or to replace (or to cause the Condominium Association to replace),
Tenant Restoration Items. Subject to the terms of this Section 10.1, if such
fire or other casualty renders all of the Premises untenantable or inaccessible,
then the Rental due hereunder shall abate until the date that is two hundred
seventy (270) days after the date that Landlord (or the Condominium Association)
Substantially Completes the restoration of the Landlord Restoration Items.
Subject to the terms of this Section 10.1, if such fire or other casualty
renders part (but not all) of the Premises untenantable or inaccessible, then
the Fixed Rent due hereunder, and the Escalation Rent that would have otherwise
been due hereunder assuming that such fire or other casualty did not occur,
shall abate in the proportion that (i) the Rentable Area of the portion so
rendered untenantable or inaccessible, bears to (ii) the Rentable Area of the
Premises, until the date that is two hundred seventy (270) days after the date
that Landlord (or the Condominium Association) Substantially Completes the
restoration of the Landlord Restoration Items. Tenant shall not be entitled to
an abatement of Rental pursuant to this Section 10.1 that extends (a) for more
than thirty-six (36) calendar months in respect of a particular fire or other
casualty, or (b) beyond the date that a Permitted Occupant uses the Premises (or
the applicable portion thereof) for the conduct of business. The Premises (or
the applicable portion thereof) shall be deemed untenantable for purposes of
this Section 10.1 if, by reason of such fire or other casualty, Tenant could not
be reasonably expected to use the Premises as offices for the ordinary conduct
of Tenant's business. The Premises, or the applicable portion thereof, shall be
deemed to be tenantable for purposes of this Article 10 to the extent that a
Permitted Occupant uses the Premises (or such portion thereof) after the
applicable fire or after casualty for the conduct of such Permitted Occupant's
business. If a fire or other casualty occurs in a Deliverable Unit during the
period from the Commencement Date therefor to the Rent Commencement Date
therefor, then the Rent Commencement Date for such Deliverable Unit shall be
extended for a number of days equal to the sum of (x) the number of days in the
period from the date of the applicable fire or other casualty to the date that
Landlord Substantially Completes the restoration of the Landlord Restoration
Items, and (y) the number of days in the period beginning on the date that
Landlord Substantially Completes the Landlord Restoration Items and ending on
the date that Tenant restores the Initial Alterations to the condition that
existed immediately prior to such fire or other casualty; provided, however,
that in no event shall the number described in this clause (y) exceed two
hundred seventy (270). If (A) after the Statutory Condominium Declaration
becomes effective, the unit owners of the Condominium do not make the election
contemplated by Section 339-cc of the Real Property Law to restore the

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Building after the occurrence of a fire or other casualty (to the extent that
such election is required to be made by such unit owners), or (B) applicable
Requirements prohibit Landlord from restoring the Landlord Restoration Items,
then (x) Landlord shall give Tenant prompt notice thereof, and (y) this Lease
shall thereupon terminate, in which case (I) Tenant shall surrender possession
of the Premises to Landlord in accordance with the terms of Article 20 hereof,
(II) any Rental due hereunder shall be apportioned as of the date of such
termination, and (III) any portion of the Rental that is then prepaid by Tenant
and relates to the period after the date of such termination shall be promptly
refunded by Landlord to Tenant (with the understanding that Landlord's
obligation to make any such refund shall survive such termination of this
Lease).

                    (B) (1) Subject to the terms of this Section 10.1(B), within
ninety (90) days after notice to Landlord of any damage to the Landlord
Restoration Items, Landlord shall deliver to Tenant a statement prepared by an
independent reputable contractor setting forth such contractor's estimate as to
the time required to repair such damage to the Landlord Restoration Items (such
statement being referred to herein as the "Casualty Statement"). Landlord shall
not designate a particular Person as the aforesaid independent contractor unless
(i) such Person has at least five (5) years of experience in providing such
estimates, and (ii) such Person has not been employed by Landlord or Tenant (or
their respective Affiliates) for a period of three (3) years prior to the date
of the Casualty Statement; provided, however, that if, in Landlord's reasonable
judgment, there exists no such Person that satisfies the provisions of this
clause (ii), then Landlord shall have the right to designate a Person that
complies only with the provisions of clause (i) above, if such Person is
otherwise reputable and Landlord and Tenant receive reasonable assurances from
such Person that such Person is preparing the Casualty Statement impartially.
Tenant shall have the right to dispute the estimated time period as set forth in
the Casualty Statement by giving notice thereof to Landlord not more than
fifteen (15) days after the date that Landlord gives the Casualty Statement to
Tenant. Either party shall have the right to submit a dispute between the
parties regarding the aforesaid estimated time period to an Expedited
Arbitration Proceeding. If (X) the estimated time period exceeds thirty-six (36)
months from the date of the applicable fire or other casualty, or (Y) (i) the
estimated time period exceeds twelve (12) months from the date of the applicable
fire or other casualty, and (ii) such estimate indicates that the Substantial
Completion of such repairs will not occur until a date that is within eighteen
(18) months before the Fixed Expiration Date or the last day of the Renewal
Term, as the case may be, then Tenant may elect to terminate this Lease by
notice given to Landlord not later than thirty (30) days after the date that
Landlord gives the Casualty Statement to Tenant.

                          (2)   If, at any time during Landlord's restoration
of the Landlord Restoration Items, Landlord determines that or otherwise has
notice that applicable Requirements will require that the Usable Area of the
Premises following Landlord's performance of the Landlord Restoration Items will
be comprised of less than ninety percent (90%) of the Usable Area of the
Premises immediately prior to the occurrence of the applicable fire or other
casualty, then (x) Landlord shall give prompt notice thereof to Tenant, and (y)
Tenant may elect to terminate this Lease by notice given to Landlord not later
than thirty (30) days after the date that Landlord gives such notice to Tenant.

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                          (3)   Subject to the terms of this Section
10.1(B)(3), if (i) a fire or other casualty occurs, and, by reason thereof,
Landlord has an obligation to perform (or to cause the Condominium Association
to perform) a restoration of the Landlord Restoration Items as contemplated by
this Section 10.1, (ii) Tenant does not exercise Tenant's right to terminate
this Lease under Section 10.1(B)(1) hereof in connection with such fire or other
casualty (or Tenant does not have the right to terminate this Lease under
Section 10.1(B)(1) hereof in connection with such fire or other casualty), (iii)
Landlord (or the Condominium Association) fails to Substantially Complete the
performance of the Landlord Restoration Items on or prior to the later to occur
of (I) thirty-six (36) months after the date of the applicable fire or other
casualty, and (II) the date that is sixty (60) days after the last day of the
estimated time period set forth in the Casualty Statement (the later of the
dates described in clause (I) and clause (II) above being referred to herein as
the "Second Bite Date"), (iv) Tenant gives Landlord notice to the effect that
Tenant reserves its right to terminate this Lease under this Section 10.1(B)(3)
in connection with such fire or other casualty (with the understanding that any
such notice given by Tenant to Landlord prior to the Second Bite Date shall be
ineffective for purposes hereof) (such notice given by Tenant to Landlord being
referred to herein as the "Second Bite Warning Notice"), and (v) Landlord (or
the Condominium Association) fail to Substantially Complete the restoration of
the Landlord Restoration Items within twenty (20) days after the date that
Tenant gives the Second Bite Warning Notice to Landlord, then Tenant shall have
the right to terminate this Lease by giving notice thereof (the "Second Bite
Termination Notice") to Landlord not later than the tenth (10th) day after the
last day of such period of twenty (20) days. Tenant shall not have such right to
terminate this Lease if Landlord (or the Condominium Association) Substantially
Completes the restoration of the Landlord Restoration Items prior to the date
that Tenant gives the Second Bite Termination Notice to Landlord. If Landlord
(or the Condominium Association) encounters an Unavoidable Delay in the
performance of the Landlord Restoration Items, then the Second Bite Date shall
be deemed to be extended by the number of days of delay in performing the
Landlord Restoration Items that derives from the occurrence of such Unavoidable
Delay; provided, however, that such extension of the Second Bite Date that
derives from the occurrence of Unavoidable Delays shall not exceed one hundred
eighty (180) days in the aggregate. If Tenant does not exercise Tenant's rights
to terminate this Lease after a fire or other casualty as provided in this
Section 10.1, then Landlord shall complete the performance of the Landlord
Restoration Items with reasonable diligence and in accordance with good
construction practice after Landlord Substantially Completes the Landlord
Restoration Items.

                          (4)   If Tenant makes any such election to
terminate this Lease pursuant to this Section 10.1(B), then (I) the Term shall
expire upon the thirtieth (30th) day after notice of such election is given by
Tenant, and Tenant shall vacate the Premises and surrender the same to Landlord
on such date in accordance with the provisions of Article 20 hereof, (II) any
Rental due hereunder shall be apportioned as of the date of such termination,
and (III) any portion of the Rental that is then prepaid by Tenant and relates
to the period after the date of such termination shall be promptly refunded by
Landlord to Tenant (with the understanding that Landlord's obligation to make
any such refund shall survive such termination of this Lease).

                          (5)   If a part (and not all) of the Premises is
damaged by fire or other casualty, then Landlord shall perform (or shall cause
the Condominium Association to

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perform) the restoration of the Landlord Restoration Items in a manner that
minimizes, to the extent reasonably practicable, the interference with each
Permitted Occupant's conduct of business in the remainder of the Premises.
Landlord, at Tenant's request, shall use (or shall cause the Condominium
Association to use) overtime labor to perform such restoration of the Landlord
Restoration Items. If Tenant so requires Landlord (or the Condominium
Association) to use overtime labor to perform the Landlord Restoration Items,
then Tenant shall pay to Landlord an amount equal to the incremental costs that
Landlord (or the Condominium Association) incurs in connection therewith, within
thirty (30) days after demand therefor made by Landlord or the Condominium
Association and submission to Tenant of reasonable supporting documentation for
such costs.

                          (6)   If (i) the estimated time period for the
performance of the Landlord Restoration Items exceeds twelve (12) months from
the date of the Casualty Statement, and (ii) such estimate indicates that the
Substantial Completion thereof will not occur until a date that is within
eighteen (18) months before the Fixed Expiration Date or the last day of the
Renewal Term, as the case may be, then Landlord may elect to terminate this
Lease by notice given to Tenant not later than thirty (30) days after the date
that Landlord gives the Casualty Statement to Tenant. If Landlord makes such
election to terminate this Lease pursuant to this Section 10.1(B), then (I) the
Term shall expire upon the thirtieth (30th) day after notice of such election is
given by Landlord, and Tenant shall vacate the Premises and surrender the same
to Landlord on such date in accordance with the provisions of Article 20 hereof,
(II) any Rental due hereunder shall be apportioned as of the date of such
termination, and (III) any portion of the Rental that is then prepaid by Tenant
and relates to the period after the date of such termination shall be promptly
refunded by Landlord to Tenant (with the understanding that Landlord's
obligation to make any such refund shall survive such termination of this
Lease).

                          (7)   Either party shall have the right to submit a
dispute between the parties arising under this Section 10.1(B) to an Expedited
Arbitration Proceeding.

                    (C) Prior to the Substantial Completion of the restoration
of the Landlord Restoration Items, Landlord shall provide Tenant and Tenant's
Contractors with access to the Premises (or the applicable portion thereof) to
perform any restoration work that Landlord is not obligated to perform (or to
cause the Condominium Association to perform) hereunder, on the following terms
and conditions (but not to occupy the same for the conduct of business):

                          (1)   Tenant shall not commence work in any portion
of the Premises until Landlord provides notice to Tenant stating that the
restoration required to be made by Landlord has been or will be completed to the
extent reasonably necessary, in Landlord's reasonable discretion, to permit the
commencement of Tenant's work then prudent to be performed in accordance with
good construction practice in the portion of the Premises in question without
interference with, and consistent with the performance of, the repairs remaining
to be performed by Landlord (it being understood that Landlord shall give such
notice to Tenant not later than the date that the restoration of the Landlord
Restoration Items is Substantially Completed).

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                          (2)   Such access by Tenant shall be deemed to be
subject to all of the applicable provisions of this Lease (including, without
limitation, the provisions of Article 3 hereof), except that there shall be no
obligation on the part of Tenant solely because of such access to pay any Fixed
Rent or Escalation Rent with respect to the affected portion of the Premises.

                          (3)   To the extent Landlord is delayed from
Substantially Completing the restoration of the Landlord Restoration Items due
to any acts or omissions of Tenant, its agents, servants, employees or
Contractors, including, without limitation, by reason of the performance of
Tenant's work, by reason of Tenant's failure or refusal to comply or to cause
its architects, engineers, designers and Contractors to comply with any of
Tenant's obligations described or referred to in this Lease, then such
restoration shall be deemed Substantially Completed on the date that the
restoration would have been Substantially Completed but for such delay and the
expiration of the abatement of the Tenant's obligations hereunder shall not be
postponed by reason of such delay. Any additional costs to Landlord (or the
Condominium Association) to complete any restoration occasioned by such delay
shall be paid by Tenant to Landlord within thirty (30) days after Landlord's
demand and after Landlord submits to Tenant reasonable supporting documentation
therefor.

                    (D) If (i) Tenant occupies for the conduct of business less
than Three Hundred Fifty Thousand (350,000) square feet of Rentable Area, (ii)
the Building is destroyed or damaged in whole or in part by fire or other
casualty, (iii) the time period required to repair the damage to the Building
caused by such fire or other casualty as reflected on the Casualty Statement
exceeds eighteen (18) months, and (iv) leases for at least eighty percent (80%)
of the remaining space in the Building that is used for commercial office
purposes are terminated by reason of such fire or other casualty, then Landlord
shall have the right to terminate this Lease by giving notice thereof to Tenant
not later than the thirtieth (30th) day after the occurrence of such fire or
other casualty. Either party shall have the right to submit a dispute between
the parties regarding Landlord's aforesaid right to terminate this Lease to an
Expedited Arbitration Proceeding. If Landlord exercises Landlord's aforesaid
right to terminate this Lease, then (I) the Term shall expire upon the thirtieth
(30th) day after notice of such election is given by Landlord, and Tenant shall
vacate the Premises and surrender the same to Landlord on such date in
accordance with the provisions of Article 20 hereof, (II) any Rental due
hereunder shall be apportioned as of the date of such termination, and (III) any
portion of the Rental that is then prepaid by Tenant and relates to the period
after the date of such termination shall be promptly refunded by Landlord to
Tenant (with the understanding that Landlord's obligation to make any such
refund shall survive such termination of this Lease).

      Section 10.2 This Article 10 constitutes an express agreement governing
any case of damage or destruction of the Premises or the Building by fire or
other casualty, and Section 227 of the Real Property Law of the State of New
York, which provides for such contingency in the absence of an express
agreement, and any other law of like nature and purpose now or hereafter in
force, shall have no application in any such case.

      Section 10.3 Landlord and Tenant shall procure (and Landlord shall cause
the Condominium Association to procure) an appropriate clause in, or endorsement
on, any property

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insurance that Landlord, Tenant or the Condominium Association carries
(including, without limitation, rent insurance, business interruption insurance,
or other similar insurance policies that protect a party from damage deriving
from a fire or other casualty) pursuant to which the insurance companies waive
subrogation or consent to a waiver of right of recovery (against each of
Landlord, Tenant and the Condominium Association (and the individual members of
its board of managers) to the extent such party is not the insured), and,
provided that its right of full recovery under its insurance policies is not
adversely affected thereby, each of Landlord and Tenant having obtained such
clauses or endorsements of waiver of subrogation or consent to a waiver of right
of recovery, will not make (and Landlord agrees to cause the Condominium
Association not to make) any claim against or seek to recover from the other
parties (i.e., Landlord, the Condominium Association (and the individual members
of its board of managers) and/or Tenant, as applicable) for any loss or damage
to its property or the property of others resulting from fire or other hazards.
The waivers of subrogation, waivers of recovery and release of claims provided
in this Section 10.3 shall extend to Landlord's Indemnitees and Tenant's
Indemnitees, as applicable. If the payment of an additional premium is required
for the inclusion of such waiver of subrogation provision, then Landlord or
Tenant shall advise the other party and the Condominium Association (and
Landlord shall cause the Condominium Association to advise Tenant) of the amount
of any such additional premiums and the party(ies) to benefit from the inclusion
of such waiver of subrogation provision, at its own election may, but shall not
be obligated to, pay the same. If such party(ies) do not elect to pay such
additional premium, then the party obtaining the insurance shall not be required
to obtain such waiver of subrogation provision. If Landlord, Tenant, or the
Condominium Association is unable to obtain the inclusion of such clause even
with the payment of an additional premium, then Landlord or Tenant (as the case
may be) shall attempt to name (or Landlord shall cause the Condominium
Association to name) the other parties as an additional insured (but not a loss
payee) under the policy. If the payment of an additional premium is required for
naming the other parties as an additional insured (but not a loss payee),
Landlord or Tenant (as the case may be) shall advise the other party and the
Condominium Association (and Landlord shall cause the Condominium Association to
advise Tenant) of the amount of any such additional premium and each party to be
named an additional insured at its own election may, but shall not be obligated
to, pay the same. If such party does not elect to pay such additional premium or
if it is not possible to have such party named as an additional insured (but not
loss payee), even with the payment of an additional premium, then (in either
event) such party shall so notify the party procuring the insurance and the
party procuring insurance shall not have the obligation to name the other party
as an additional insured.

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                                  ARTICLE 11
                                EMINENT DOMAIN

      Section 11.1 If (i) the Premises (including, without limitation, the
Exclusive Lobby Area), or all reasonable means of access thereto, is acquired or
condemned by a Governmental Authority for any public or quasi-public use or
purpose, or (ii) (I) more than ten percent (10%) of the Usable Area of the
Premises is so acquired or condemned (or all reasonable means of access to more
than ten percent (10%) of the Usable Area of the Premises is so acquired or
condemned), and (II) either Landlord or Tenant elect to terminate this Lease by
giving notice thereof to the other party on or prior to the tenth (10th) day
after the vesting of title, then this Lease and the Term shall end as of the
date of the vesting of title with the same effect as if said date were the
Expiration Date, it being agreed that Tenant shall be responsible to perform all
of its obligations hereunder (including, without limitation, the obligation to
pay Rental) which accrue through and including the date the Term so ends (it
being understood that (i) any prepaid portion of the Rental shall be refunded by
Landlord to Tenant promptly after such termination, and (ii) Landlord's
obligation to make any such refund shall survive such termination). If a part of
the Premises (or all reasonable means of access to a part of the Premises) is so
acquired or condemned (and this Lease does not terminate pursuant to the terms
of this Section 11.1), then this Lease and the Term shall continue in force and
effect, except that from and after the effective date of such acquisition or
condemnation, the Fixed Rent shall be recalculated based on the Rentable Area of
the portion of the Premises that remains after such acquisition or condemnation
(or the portion of the Premises to which Tenant has reasonable means of access
after such acquisition or condemnation) (it being understood that (x) the
portion of the Premises affected by such acquisition or condemnation shall be
deleted from the Premises on the effective date of such acquisition or
condemnation, and (y) the Fixed Rent shall be recalculated using the rental
rates set forth in the definition of Comparison Amount, except that for purposes
of such recalculation for the period prior to Fixed Expiration Date, the
aforesaid rental rates shall each be reduced by Two and 85/100 Dollars ($2.85)).
Landlord, at Landlord's expense, shall cause the Condominium Association to
restore that part of the Premises not so acquired or condemned (or to which
Tenant has reasonable means of access) to a self-contained rental unit. If this
Lease terminates pursuant to the provisions of this Section 11.1, then the
Rental shall be apportioned as of the date of such termination, and any prepaid
portion of the Rental shall be refunded promptly by Landlord to Tenant (it being
understood that Landlord's obligation to make any such refund shall survive the
Expiration Date).

      Section 11.2 If any such acquisition or condemnation of all or any part of
the Premises pursuant to Section 11.1 hereof occurs, then Landlord, subject to
the provisions of this Section 11.2, shall be entitled to receive the entire
award for any such acquisition or condemnation, and Tenant shall have no claim
against Landlord or the condemning authority for, and Tenant hereby expressly
assigns to Landlord, all of its right in and to, any such award. Subject to the
terms of this Section 11.2, if this Lease terminates by reason of any such
condemnation or acquisition as described in Section 11.1 hereof, then Tenant
shall have the right to make a separate claim in any condemnation proceedings
for (i) the then value of any Tenant's Property included in such taking, (ii)
Tenant's moving expenses, and (iii) Tenant's Unamortized Alterations Cost. If,
at the time this Lease terminates with respect to all or a portion of the

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Premises pursuant to Section 11.1 hereof, Mortgagees then hold a Mortgage on
Landlord's interest in the Premises, then Tenant shall not have the right to any
portion of such award until Landlord (or such Mortgagee) has received from such
award an amount equal to the lesser of (x) the amount of the outstanding
indebtedness secured by such Mortgage (or the portion of such indebtedness that
is allocated reasonably to the portion of the Premises in respect of which this
Lease terminates), and (y) eighty percent (80%) of the fair market value of the
Premises (or the applicable portion thereof) on the date that such Mortgagee
initially funded the debt secured by such Mortgage (it being understood that
either party shall have the right to submit any dispute between the parties
regarding the calculation of the aforesaid amount to an Expedited Arbitration
Proceeding). If (x) Tenant is barred from making a separate claim in any such
proceeding, and (y) Tenant requests that Landlord prosecute Tenant's claim in
conjunction with Landlord's claim, then Landlord, with due diligence, shall
prosecute Tenant's claim in conjunction with Landlord's claim in any such
proceeding (with the understanding that Tenant shall pay a share of the costs
incurred by Landlord in prosecuting such proceeding based on the proportion that
the amount of Tenant's recovery bears to the aggregate amount of Tenant's
recovery and Landlord's recovery). Tenant, at Tenant's sole cost and expense,
shall have the right to participate with Landlord in any such proceeding in
which Landlord prosecutes Tenant's claim in conjunction with Landlord's claim,
and, in connection therewith, retain counsel, attend hearings, present
arguments, and generally participate in the conduct of the proceeding (but in no
event shall Tenant have the right to take any action that diminishes or
otherwise impairs Landlord's claim). Landlord shall cause any condemnation
proceeds to which Landlord is entitled to be paid to a Lessor or Mortgagee (so
that such proceeds are actually made available to such Lessor or Mortgagee for
purposes of clause (ii) of Section 7.1(B)(5) hereof).

      Section 11.3 Subject to the terms of this Section 11.3, if the entire
Premises (or any portion thereof) is acquired or condemned temporarily by a
Governmental Authority during the Term for any public or quasi-public use or
purpose, then (i) Landlord shall be entitled to the full amount of any payment
or award made in connection therewith, (ii) this Lease shall continue in full
force and effect, (iii) all items of Rental payable by Tenant hereunder shall be
abated as to the Premises (or such portion thereof) for the period of such
taking, and (iv) if any such temporary acquisition or condemnation occurs with
respect to any Deliverable Unit during the period from the Commencement Date
therefor to the Rent Commencement Date therefor, then Tenant shall have the
right to apply against the Rental due hereunder, from and after such Rent
Commencement Date, a credit in an amount equal to the abatement of Fixed Rent to
which Tenant would have been entitled hereunder for the period from the date
that the Deliverable Unit (or the applicable portion thereof) is so acquired or
condemned temporarily to such Rent Commencement Date (assuming that the Tenant's
obligation to pay Fixed Rent commenced on such Commencement Date rather than on
such Rent Commencement Date). If (X) the temporary use or occupancy is for a
period of greater than one (1) year, and (Y) either (a) the portion of the
Premises so taken contains more than ten percent (10%) of the total Rentable
Area of the Premises immediately prior to such acquisition, or (b) Tenant has no
reasonable means of access to more than ten percent (10%) of the total Rentable
Area of the Premises immediately prior to such acquisition, then either party
hereto, at such party's option, may give to the other party, within twenty (20)
days next following the date upon which such party receives notice of such
taking, a notice of termination of this Lease as of a date set forth in such
notice, which date shall

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not be less than thirty (30) nor more than one hundred eighty (180) days from
the date of such notice. If Landlord or Tenant give such notice of termination,
then this Lease and the Term shall come to an end and expire upon the
termination date set forth in such notice as if such termination date were the
date originally set forth in this Lease as the Expiration Date. If a part of the
Premises is so temporarily acquired or condemned, or all reasonable means of
access to a part of the Premises is so temporarily acquired or condemned, and
this Lease is not terminated pursuant to this Section 11.3, then Landlord, at
Landlord's expense, shall cause the Condominium Association to restore that part
of the Premises not so acquired or condemned to a self-contained rental unit. If
this Lease terminates pursuant to the provisions of this Section 11.3, then the
Rental shall be apportioned as of the date of such termination, and any prepaid
portion of the Rental shall be refunded promptly by Landlord to Tenant (it being
understood that Landlord's obligation to make any such refund shall survive such
termination).

                                  ARTICLE 12
                    ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.

      Section 12.1 (A) Except as expressly permitted herein, Tenant, without the
prior consent of Landlord in each instance, shall not (a) assign its rights or
delegate its duties under this Lease (whether by operation of law, transfers of
interests in Tenant, or otherwise), or mortgage or encumber its interest in this
Lease or the Premises, in whole or in part, (b) sublet, or permit the subletting
or further subletting of, the Premises or any part thereof, (c) permit a
Qualifying Subtenant to assign its rights or delegate its duties under the
applicable sublease (whether by operation of law, transfers of interests in such
Qualifying Subtenant, or otherwise), or mortgage or encumber its interest in
such sublease or the Premises, or (d) permit the Premises or any part thereof to
be occupied or used for desk space, mailing privileges or otherwise, by any
Person other than Tenant. Except for transfers of Control that are permitted
under Section 12.4 hereof, the transfer of Control of any entity that
constitutes Tenant or a Qualifying Subtenant, however accomplished, whether in a
single transaction or in a series of related or unrelated transactions, shall be
deemed an assignment of this Lease, or of the applicable sublease, as the case
may be.

                    (B) If this Lease is assigned to any person or entity
pursuant to the provisions of the Bankruptcy Code, any and all monies or other
consideration payable or otherwise to be delivered in connection with such
assignment shall be paid or delivered to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the estate of Tenant within the meaning of the Bankruptcy Code. Any and all
monies or other consideration constituting Landlord's property under the
preceding sentence not paid or delivered to Landlord shall be held in trust for
the benefit of Landlord and shall be promptly paid to or turned over to
Landlord.

      Section 12.2 (A) If Tenant's interest in this Lease is assigned in
violation of the provisions of this Article 12, such assignment shall be void
and of no force and effect against Landlord; provided, however, that Landlord
may collect an amount equal to the then Rental from the assignee as a fee for
its use and occupancy, and shall apply the amount so collected to the Rental
reserved in this Lease. If the Premises or any part thereof are sublet to, or
occupied by, or

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used by, any Person other than Tenant, whether or not in violation of this
Article 12, then Landlord, after the occurrence of and during the continuation
of an Event of Default, may collect any item of Rental or other sums paid by the
subtenant, user or occupant as a fee for its use and occupancy, and shall apply
the amount so collected to the Rental reserved in this Lease. No such
assignment, subletting, occupancy or use, whether with or without Landlord's
prior consent, nor any such collection or application of Rental or fee for use
and occupancy, shall be deemed a waiver by Landlord of any term, covenant or
condition of this Lease or the acceptance by Landlord of such assignee,
subtenant, occupant or user as tenant hereunder. The consent by Landlord to any
assignment, subletting, occupancy or use shall not relieve Tenant from its
obligation to obtain the express prior consent of Landlord (to the extent
required under this Article 12) to any further assignment, subletting, occupancy
or use.

                    (B) Tenant shall pay to Landlord, within thirty (30) days
after demand therefor, an amount equal to the reasonable out-of-pocket costs
that Landlord incurs in connection with any proposed assignment of the interest
of Tenant in this Lease or the interest of a Qualifying Subtenant under the
applicable sublease or any proposed subletting or further subletting of the
Premises or any part thereof, including, without limitation, reasonable
attorneys' fees and disbursements and the reasonable costs of making
investigations as to the acceptability of the proposed subtenant or the proposed
assignee.

                    (C) Neither any assignment of Tenant's interest in this
Lease nor any subletting, occupancy or use of the Premises or any part thereof
by any Person other than Tenant, nor any collection of Rental by Landlord from
any Person other than Tenant as provided in this Section 12.2, nor any
application of any such Rental as provided in this Section 12.2 shall, in any
circumstances, relieve Tenant of its obligations under this Lease on Tenant's
part to be observed and performed (including without limitation, Tenant's
obligation to pay Rental to Landlord in accordance with the terms hereof).

                    (D) Any Person to which this Lease is assigned pursuant to
the provisions of the Bankruptcy Code shall be deemed without further act or
deed to have assumed all of the obligations arising under this Lease on and
after the date of such assignment. Any such assignee shall execute and deliver
to Landlord upon demand an instrument confirming such assumption. No assignment
of this Lease shall relieve Tenant of its obligations hereunder and, subsequent
to any assignment, Tenant's liability hereunder shall continue in accordance
with the terms hereof on the date that Tenant so assigns this Lease
notwithstanding any subsequent modification or amendment hereof or the release
of any subsequent tenant hereunder from any liability, to all of which Tenant
hereby consents in advance (it being understood, however, that Tenant shall not
be liable for any increase in Tenant's obligations hereunder that derive from
any such modification or amendment).

                    (E) If (i) Bloomberg assigns the interest of the tenant
hereunder to a third party that is not a Bloomberg Party in accordance with the
terms of this Article 12, (ii) Tenant subsequently defaults hereunder, and (iii)
such default is of a nature that does not become an Event of Default unless and
until Landlord gives Tenant notice thereof, then such default shall not become
an Event of Default for purposes hereof until Landlord gives to Bloomberg a copy
of any such notice. Landlord shall accept from Bloomberg (on behalf of Tenant) a
tender of a cure

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of any such default (to the extent that Bloomberg makes such tender to Landlord
during the period that Tenant has the right to cure such default pursuant to the
terms hereof, with the understanding, however, that such period during which
Bloomberg has the right to tender such cure shall not be shorter than five (5)
Business Days). If (a) Bloomberg assigns the interest of the tenant hereunder to
a third party that is not a Bloomberg Party in accordance with the terms of this
Article 12, (b) an Event of Default subsequently occurs hereunder, and (c)
Landlord has not theretofore given Bloomberg a copy of the notice of the
applicable default under the first sentence of this Section 12.2(E), then
Landlord shall not exercise Landlord's rights to terminate this Lease by reason
of such Event of Default unless (x) Landlord gives to Bloomberg an additional
notice to the effect that such Event of Default has occurred, and (y) Bloomberg
fails to remedy such Event of Default within two (2) Business Days after
Landlord gives Bloomberg such notice (with respect to Events of Default that
derive from Tenant's failure to make a payment of money) or within five (5)
Business Days after Landlord gives Bloomberg such notice (with respect to Events
of Default that do not derive from Tenant's failure to make a payment of money).
The provisions of this Section 12.2(E) shall survive the termination of this
Lease.

      Section 12.3 (A) If Tenant assumes this Lease and proposes to assign the
same pursuant to the provisions of the Bankruptcy Code to any Person who has
made a bona fide offer to accept an assignment of this Lease on terms acceptable
to Tenant, then notice of such proposed assignment shall be given to Landlord by
Tenant no later than twenty (20) days after receipt by Tenant, but in any event
no later than ten (10) days prior to the date that Tenant makes application to a
court of competent jurisdiction for authority and approval to enter into such
assignment and assumption. Such notice shall set forth (a) the name and address
of such Person, (b) all of the material terms and conditions of such offer, and
(c) adequate assurance of future performance by such Person under the Lease as
set forth in Section 12.3(B) hereof, including, without limitation, the
assurance referred to in Section 365(b)(3) of the Bankruptcy Code. Landlord
shall have the prior right and option, to be exercised by notice to Tenant given
at any time prior to the effective date of such proposed assignment, to accept
an assignment of this Lease upon the same terms and conditions and for the same
consideration, if any, as the bona fide offer made by such Person. If Landlord
so accepts an assignment of this Lease, then Landlord shall also pay to such
Person a "break-up" fee (to the extent, if any, that (x) Tenant is required to
pay such fee to such Person, and (y) such court of competent jurisdiction has
theretofore approved such fee).

                    (B) The term "adequate assurance of future performance" as
used in this Lease shall mean that any proposed assignee shall, among other
things, (a) deposit with Landlord on the assumption of this Lease an amount
equal to the then annual Fixed Rent as security for the faithful performance and
observance by such assignee of the terms and obligations of this Lease, which
amount shall be held by Landlord, (b) furnish Landlord with financial statements
of such assignee for the prior three (3) fiscal years, as finally determined
after an audit and certified as correct by a certified public accountant, which
financial statements shall show a net worth for each of such three (3) years of
at least six (6) times the then annual Fixed Rent, (c) grant to Landlord a
security interest in such property of the proposed assignee as Landlord shall
deem necessary to secure such assignee's future performance under this Lease,
and (d) provide such other information or take such action as Landlord, in its
reasonable judgment

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shall determine is necessary to provide adequate assurance of the performance by
such assignee of its obligations under the Lease.

      Section 12.4 (A) Tenant shall have the right to assign the entire interest
of the tenant hereunder to an Affiliate of Tenant without Landlord's prior
approval and without Landlord having the right to consummate an Assignment
Recapture in respect thereof, provided that (i) Tenant gives to Landlord, not
later than the tenth (10th) Business Day after any such assignment is
consummated, an instrument, duly executed by the assigning Tenant and the
aforesaid Affiliate of Tenant, in form reasonably satisfactory to Landlord, to
the effect that such Affiliate assumes all of the obligations of Tenant arising
hereunder from and after the date of such assignment, and (ii) Tenant, with such
notice, provides Landlord with reasonable evidence to the effect that the Person
to which Tenant is so assigning the Lease constitutes an Affiliate of Tenant.

                    (B) A Qualifying Subtenant shall have the right to assign
the entire interest of the subtenant under the applicable sublease to an
Affiliate of such Qualifying Subtenant without Landlord's prior approval (and
without Landlord having the right to consummate a Subleasehold Assignment
Recapture in respect thereof), provided that (i) Tenant gives to Landlord, not
later than the tenth (10th) Business Day after any such assignment is
consummated, an instrument, duly executed by the assigning Qualifying Subtenant
and the aforesaid Affiliate of such Qualifying Subtenant, in form reasonably
satisfactory to Landlord, to the effect that such Affiliate assumes all of the
obligations of the Qualifying Subtenant arising under such sublease from and
after the date of such assignment, and (ii) Tenant, with such notice, provides
Landlord with reasonable evidence to the effect that the Person to which such
Qualifying Subtenant is so assigning such sublease constitutes an Affiliate of
such Qualifying Subtenant.

                    (C) The merger or consolidation of Tenant into or with
another Person shall be permitted without Landlord's prior approval and without
Landlord having the right to consummate an Assignment Recapture in respect
thereof, provided that (i) such merger or consolidation is not principally for
the purpose of transferring the leasehold estate created by this Lease, (ii)
Tenant gives Landlord notice of such merger or consolidation not later than the
tenth (10th) Business Day after the occurrence thereof, and (iii) Tenant
provides Landlord with reasonable evidence that the requirement described in
clause (i) above has been satisfied, promptly after Landlord's request therefor.

                    (D) The merger or consolidation of a Qualifying Subtenant
into or with another Person shall be permitted without Landlord's prior approval
(and without Landlord having the right to consummate a Subleasehold Assignment
Recapture in respect thereof), provided that (i) such merger or consolidation is
not principally for the purpose of transferring the subleasehold estate created
by such sublease, (ii) Tenant gives Landlord notice of such merger or
consolidation not later than the tenth (10th) Business Day after the occurrence
thereof, and (iii) Tenant provides Landlord with reasonable evidence that the
requirement described in clause (i) above has been satisfied, promptly after
Landlord's request therefor.

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                    (E) The assignment of Tenant's entire interest hereunder in
connection with the sale of all or substantially all of the assets of Tenant
shall be permitted without Landlord's prior approval and without Landlord having
the right to consummate an Assignment Recapture in respect thereof, provided
that (i) Tenant gives to Landlord, not later than the tenth (10th) Business Day
after any such assignment is consummated, an instrument, duly executed by the
assigning Tenant and the assignee, in form reasonably satisfactory to Landlord,
to the effect that such assignee assumes all of the obligations of the tenant
arising hereunder from and after the date of such assignment, (ii) such sale of
all or substantially all of the assets of Tenant is not principally for the
purpose of transferring the leasehold estate created by this Lease, and (iii)
Tenant provides Landlord with reasonable evidence that the requirement described
in clause (ii) above has been satisfied, promptly after Landlord's request
therefor.

                    (F) The assignment of a Qualifying Subtenant's entire
interest under the applicable sublease in connection with the sale of all or
substantially all of the assets of such Qualifying Subtenant shall be permitted
without Landlord's prior approval (and without Landlord having the right to
consummate a Subleasehold Assignment Recapture in respect thereof), provided
that (i) Tenant gives to Landlord, not later than the tenth (10th) Business Day
after any such assignment is consummated, an instrument, duly executed by the
assigning Qualifying Subtenant and the assignee, in form reasonably satisfactory
to Landlord, to the effect that such assignee assumes all of the obligations of
the Qualifying Subtenant arising under such sublease from and after the date of
such assignment, (ii) such sale of all or substantially all of the assets of the
Qualifying Subtenant is not principally for the purpose of transferring the
leasehold estate created by such sublease, and (iii) Tenant provides Landlord
with reasonable evidence that the requirement described in clause (ii) above has
been satisfied, promptly after Landlord's request therefor.

                    (G) The direct or indirect transfer of shares or equity
interests of Tenant (or any Affiliate of Tenant) (including, without limitation,
the issuance of treasury stock, the creation or issuance of a new class of
stock, in the context of an initial public offering or in the context of a
subsequent offering of equity securities) shall not require Landlord's prior
approval (and Landlord shall not have the right to consummate an Assignment
Recapture in respect thereof), provided that (i) such transfer is not
principally for the purpose of transferring the leasehold estate created hereby,
(ii) Tenant gives Landlord notice of such transfer not later than the tenth
(10th) Business Day after the occurrence thereof, and (iii) Tenant provides
Landlord with reasonable evidence that the requirement described in clause (i)
has been satisfied, promptly after Landlord's request therefor.

                    (H) The direct or indirect transfer of shares or equity
interests of a Qualifying Subtenant (or any Affiliate of a Qualifying Subtenant)
(including, without limitation, the issuance of treasury stock, the creation or
issuance of a new class of stock, in the context of an initial public offering
or in the context of a subsequent offering of equity securities) shall not
require Landlord's prior approval (and Landlord shall not have the right to
consummate a Subleasehold Assignment Recapture in respect thereof), provided
that (i) such transfer is not principally for the purpose of transferring the
subleasehold estate created by such sublease, (ii) Tenant gives Landlord notice
of such transfer not later than the tenth (10th) Business Day

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after the occurrence thereof, and (iii) Tenant provides Landlord with reasonable
evidence that the requirement described in clause (i) above has been satisfied,
promptly after Landlord's request therefor.

                    (I) Tenant shall have the right to sublease or license the
Premises, or any portion thereof, to an Affiliate of Tenant, and a Qualifying
Subtenant shall have the right to further sublease the Premises, or a part
thereof, to an Affiliate of such Qualifying Subtenant, in either case without
Landlord's prior approval and without Landlord having the right to consummate a
Sublease Recapture in respect thereof, provided that (i) Tenant gives to
Landlord a copy of such sublease or license, not later than the tenth (10th)
Business Day after any such sublease is consummated, (ii) Tenant, with such copy
of such sublease or license, provides Landlord with reasonable evidence to the
effect that the Person to which Tenant (or such Qualifying Subtenant) is so
subleasing or licensing the Premises or a portion thereof constitutes an
Affiliate of Tenant (or such Qualifying Subtenant), and (iii) such sublease
otherwise complies with the terms of clauses (2), (3)(x), (4), (5) and (6) of
Section 12.6(A) hereof.

      Section 12.5 If, at any time after Tenant has assigned Tenant's interest
in this Lease, this Lease is disaffirmed or rejected in any proceeding of the
types described in paragraph (D) of Section 16.1 hereof, or in any similar
proceeding, or if this Lease terminates by reason of any such proceeding or by
reason of lapse of time following notice of termination given pursuant to said
Article 16 based upon any Event of Default, then any prior Tenant, including,
without limitation, Bloomberg, upon request of Landlord given within thirty (30)
days next following any such disaffirmance, rejection or termination (and actual
notice thereof to Landlord in the event of a disaffirmance or rejection or in
the event of termination other than by act of Landlord), shall (1) pay to
Landlord all Rental due and owing by the assignee to Landlord under this Lease
to and including the date of such disaffirmance, rejection or termination (it
being agreed that (i) Landlord shall thereupon assign to Tenant all of
Landlord's rights and claims therefor against the assignee, (ii) such rights and
claims shall be subordinate to any rights and claims Landlord may have against
such assignee, and (iii) if this Lease is amended (without such prior Tenant's
consent) from and after the date that such prior Tenant assigned its interest in
this Lease, then the Rental for which such prior Tenant is liable, as aforesaid,
shall not exceed the Rental that would have been due under this Lease to such
date of disaffirmance, rejection or termination, without taking any such
amendment into account), and (2) as "tenant", enter into a new lease with
Landlord for the Premises for a term commencing on the effective date of such
disaffirmance, rejection or termination and ending on the Expiration Date,
unless sooner terminated as in such lease provided, at the same Fixed Rent and
upon the then executory terms, covenants and conditions as are contained in this
Lease as of the date that such prior Tenant so assigned the Tenant's interest
hereunder, except that (a) Tenant's rights under the new lease shall be subject
to the possessory rights of the assignee under this Lease and the possessory
rights of any person claiming through or under such assignee or by virtue of any
statute or of any order of any court (it being agreed that (x) Landlord shall,
at the request of Tenant and at Tenant's expense, cooperate with Tenant in any
effort made by Tenant to obtain possession of the Premises, and (y) if (i)
Landlord has the legal right to recover possession of the Premises from the
assignee, and (ii) the prior Tenant does not have the legal right to recover
possession of the Premises from the assignee, then (A) Landlord shall institute
appropriate proceedings to so recover possession of

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the Premises from the assignee, (B) Landlord shall prosecute such proceedings
diligently and in good faith, (C) Landlord shall consult with the prior Tenant
from time to time in connection therewith, and (D) the prior Tenant shall
reimburse Landlord for the reasonable out-of-pocket costs that Landlord incurs
in connection therewith, within thirty (30) days after Landlord's demand
therefor from time to time), (b) such new lease shall require all defaults
existing under this Lease (that are susceptible to being cured) to be cured by
Tenant with due diligence, and (c) such new lease shall require Tenant to pay
all Escalation Rent reserved in this Lease which, had this Lease not been so
disaffirmed, rejected or terminated, would have accrued under the provisions of
Article 26 hereof after the date of such disaffirmance, rejection or termination
with respect to any period prior thereto. If any such prior Tenant defaults in
its obligation to enter into said new lease for a period of thirty (30) days
next following Landlord's request therefor, then, in addition to all other
rights and remedies by reason of such default, either at law or in equity,
Landlord shall have the same rights and remedies against such Tenant as if such
Tenant had entered into such new lease and such new lease had thereafter been
terminated as of the commencement date thereof by reason of such Tenant's
default thereunder. Landlord shall enter into such a new lease on the terms set
forth in this Section 12.5(E) with Bloomberg as the tenant thereunder if (x)
this Lease terminates under Section 16.1(C) hereof or Section 16.1(D) hereof,
(y) a Bloomberg Party is not Tenant hereunder on the date that this Lease so
terminates, and (z) Bloomberg gives Landlord notice to the effect that Bloomberg
elects to enter into such a new lease not later than the fifth (5th) Business
Day after the date that Landlord gives Bloomberg notice of such termination.

      Section 12.6 (A) Notwithstanding the provisions of Section 12.1 hereof, if
Landlord is not entitled to or does not exercise its rights to consummate a
Sublease Recapture, then Landlord shall not unreasonably withhold, delay, or
condition its consent to any subletting (or further subletting) of the Premises
by a Permitted Occupant, in whole or in part, provided that:

                          (1)   no Event of Default has occurred and is
continuing;

                          (2)   upon the date the Permitted Occupant delivers
the Sublease Statement to Landlord and upon the date immediately preceding the
commencement date of any sublease approved (or deemed approved) by Landlord, the
proposed subtenant is of a character, engaged in a business, and proposes to use
the Premises, in each case in a manner that is consistent with the Building
Standard;

                          (3)   the subletting is expressly subject to all of
the terms, covenants, conditions and obligations on Tenant's part to be
observed and performed under this Lease;

                          (4)   the term of the subletting is not less than
two (2) years;

                          (5)   such subletting is for no less than ten
thousand (10,000) contiguous square feet of Rentable Area and there are not more
than five (5) occupants, including Tenant, on any one (1) floor of the Premises;

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                          (6)   subject to the terms of a Recognition
Agreement theretofore executed and delivered by Landlord, such sublease shall
expressly provide that in the event of termination, re-entry or dispossession of
Tenant by Landlord under this Lease, Landlord may, at its option, take over all
of the right, title and interest of the Permitted Occupant, as sublessor under
such sublease, and such subtenant, at Landlord's option, shall attorn to
Landlord pursuant to the then executory provisions of such sublease, except that
Landlord shall not be:

                                (i) liable for any act or omission of such
Permitted Occupant under such sublease, or

                                (ii) subject to any credits, defenses or offsets
which such subtenant may have against such Permitted Occupant, except expressly
as set forth in such sublease, or

                                (iii) subject to clauses (vii) and (viii) of
this Section 12.6(A)(6), bound by any previous payment which such subtenant may
have made to such Permitted Occupant more than thirty (30) days in advance of
the date upon which such payment was due, unless previously approved by
Landlord, or

                                (iv) subject to clauses (vii) and (viii) of this
Section 12.6(A)(6), bound by any obligation to make any payment to or on behalf
of such subtenant, or

                                (v) bound by any provision of such sublease to
perform any work or to make improvements to the Premises, or the portion thereof
demised by such sublease (except for repairs to be made or other work to be
performed by Landlord under Articles 4, 5 or 6 hereof, and restorations to be
performed by Landlord (or restorations that Landlord is required to cause the
Condominium Association to perform) under Articles 10 or 11 hereof), or

                                (vi) bound by any amendment or modification of
such sublease made without its consent (provided that communications between
such Permitted Occupant and such subtenant of an administrative nature relating
to the ordinary course of operation or tenancy of the subleased premises that do
not purport to be amendments or modifications of such sublease and do not
materially and adversely affect the rights of such Permitted Occupant or
Landlord shall not be deemed amendments or modifications for purposes of this
clause (vi)), or

                                (vii) bound to return such subtenant's security
deposit, if any, until such deposit has come into its actual possession and such
subtenant would be entitled to such security deposit pursuant to the terms of
such sublease, or

                                (viii) bound to credit or refund to such
subtenant as provided in such sublease any prepayment of rent or other charges
paid by subtenant, until such prepayment is actually received by Landlord.

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                    (B) Except as otherwise provided in Section 12.4 hereof and
subject to the terms of this Section 12.6(B), if (x) a Permitted Occupant
proposes to sublet (or further sublet) all or any portion of the Premises in
respect of which Landlord does not have the right to consummate a Sublease
Recapture, or (y) a Permitted Occupant proposes to sublet (or further sublet)
all or any portion of the Premises in respect of which (I) Landlord had the
right to consummate a Sublease Recapture, (II) such Permitted Occupant gave a
Recapture Statement to Landlord as contemplated by Section 12.6(C) hereof, and
(III) Landlord did not exercise Landlord's rights to consummate a Sublease
Recapture in respect thereof, then Tenant shall (or shall cause the applicable
Permitted Occupant to) submit a statement to Landlord (a "Sublease Statement")
containing the following information: (a) a description of the Premises (or a
portion thereof) to be sublet (or further sublet), (b) the name of the proposed
subtenant, (c) the material terms and conditions of the proposed subletting,
including, without limitation, the rent payable, the free rent period (if any)
and the reasonable estimate of the cost (including overhead and supervision) of
any improvements (including any demolition to be performed) to the Premises for
occupancy by the proposed subtenant, and (d) any other information that Landlord
may reasonably request within ten (10) Business Days after Landlord's receipt of
the Sublease Statement, together with a statement specifically directing
Landlord's attention to the provisions of this Section 12.6(B) requiring
Landlord to respond to the Sublease Statement within fifteen (15) Business Days
after Landlord's receipt of the Sublease Statement. If Landlord fails to notify
Tenant within fifteen (15) Business Days after the date that the Permitted
Occupant gives the Sublease Statement to Landlord of Landlord's consent to or
disapproval of the proposed subletting (or further subletting) pursuant to the
Sublease Statement as contemplated by Section 12.6(A) hereof, or if Landlord
consents to such subletting as provided in Section 12.6(A) hereof, then the
Permitted Occupant shall have the right to sublease (or further sublease) the
Premises (or the applicable portion thereof) to the proposed subtenant on
substantially the same terms and conditions set forth in the Sublease Statement.
If such Permitted Occupant does not enter into such sublease (or further
sublease) within one hundred eighty (180) days after the delivery of the
Sublease Statement to Landlord, then the provisions of Section 12.1 hereof and
this Section 12.6 shall again be applicable to any other proposed subletting. If
such Permitted Occupant enters into such sublease (or further sublease) within
one hundred eighty (180) days as aforesaid, then Tenant shall deliver (or shall
cause the applicable Permitted Occupant to deliver) a true, complete and fully
executed counterpart of such sublease (or further sublease) to Landlord within
ten (10) days after execution thereof. If Landlord consents (or is deemed to
have consented) to a sublease (or further sublease) by a Permitted Occupant as
contemplated by this Section 12.6, then Landlord shall have the right to require
the Permitted Occupant (and Tenant, if applicable) and the subtenant to execute
and deliver a Consent to Sublease with respect to such sublease (or further
sublease) in substantially the form of the Consent to Sublease set forth in
Exhibit 12.6 attached hereto and made a part hereof (it being understood that
nothing contained in said Consent to Sublease shall permit Landlord to double
count the costs and expenses to which Landlord is entitled to reimbursement
under Section 12.2(B) hereof).

                    (C) Subject to Section 12.4 hereof and Section 12.16 hereof,
if a Permitted Occupant proposes to sublease (or further sublease) all or any
portion of the Premises

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for the balance of the Term (or the Renewal Term, if Tenant has exercised the
Renewal Option) (it being agreed that for purposes of this Article 12, any
proposed sublease (or further sublease) shall be deemed to be for the balance of
the Term (or the Renewal Term) if the last day of the term (or any renewal term)
of the proposed sublease (or further sublease) occurs (or could occur) later
than eighteen (18) months prior to the last day of the Term (or the Renewal
Term)) (any such sublease or further sublease that is deemed to extend for the
balance of the Term being referred to herein as a "Long Term Sublease"), then
Tenant shall submit (or shall cause the applicable Permitted Occupant to submit)
a statement to Landlord (a "Recapture Statement") containing the following
information: (a) a description of the Premises (or portion thereof) to be sublet
(or further sublet) (the "Recapture Space"), (b) the material terms and
conditions of the proposed subletting (or further subletting), including,
without limitation, the term of such proposed subletting (or further
subletting), the rent payable, the free rent period (if any), and the reasonable
estimate of the cost (including general conditions, overhead and supervision) of
any improvements (including any demolition) to be performed in the Recapture
Space to prepare the Recapture Space for occupancy by a subtenant, and (c) any
other information that Landlord may reasonably request within ten (10) Business
Days after Landlord's receipt of the Recapture Statement (but excluding the
identity of the proposed subtenant), together with a statement specifically
directing Landlord to respond to the Recapture Statement within (i) thirty (30)
days after Tenant (or the applicable Permitted Occupant) gives to Landlord the
Recapture Statement, if the number of square feet of Rentable Area in the
Recapture Space is less than fifty thousand (50,000), or (ii) ninety (90) days
after Tenant (or the applicable Permitted Occupant) gives to Landlord the
Recapture Statement, if the number of square feet of Rentable Area in the
Recapture Space is equal to or greater than fifty thousand (50,000). Landlord
shall have the right, exercisable within thirty (30) days or ninety (90) days
(as the case may be) after Tenant (or the applicable Permitted Occupant) gives
to Landlord the Recapture Statement, to terminate this Lease with respect to the
Recapture Space by giving notice thereof to Tenant. If Landlord exercises such
right, then the Term shall expire with respect to the Recapture Space on the
earlier to occur of (I) the date that is the term commencement date under a
lease in respect of the Recapture Space that Landlord consummates with a third
party (except that the date described in this clause (I) shall not be earlier
than the ninetieth (90th) day after the date that Landlord exercises such
right), and (II) a date set by Landlord that is no sooner than one hundred
eighty (180) days, and no later than two hundred seventy (270) days, after the
date of Landlord's notice, and Tenant shall vacate (or shall cause the Permitted
Occupant to vacate) the Recapture Space and surrender possession thereof to
Landlord on such date in accordance with the provisions of Article 20 hereof
(any such termination of the Lease with respect to the Recapture Space pursuant
to this Section 12.6(C) being referred to herein as a "Sublease Recapture").
From and after the date that a Sublease Recapture becomes effective, (i) this
Lease shall remain in full force and effect, (ii) the Recapture Space shall be
deleted from the Premises, (iii) the Fixed Rent shall be recalculated based on
the Rentable Area of the portion of the Premises that remains after such
Sublease Recapture, (iv) if the Recapture Space does not comprise the entire
Premises, then Tenant, at Tenant's sole cost and expense, shall demise the
Recapture Space separately from the remainder of the Premises, and (v) Tenant
shall pay to Landlord on the first day of each month for the remainder of the
Term the amount, if any, by which (a) the Rental which would have been due
hereunder in respect of the Recapture Space for such month, exceeds (b) the
aggregate rental that Tenant (or such Permitted Occupant) would have realized
under the sublease transaction

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described in the Recapture Statement for such month (it being understood that
(i) for purposes of determining such aggregate rental, the brokerage commission,
improvement allowances and free rent that Tenant (or such Permitted Occupant)
would have incurred under the sublease transaction described in the Recapture
Statement shall be amortized in equal monthly installments, with interest at the
Base Rate, over the term of such sublease, and the monthly installments shall be
deducted from the monthly rental that would have been realized under such
sublease transaction, and (ii) if the Recapture Space comprises the entire
Premises, then Tenant's obligation to pay the aforesaid amount to Landlord shall
survive the Sublease Recapture). If (x) Tenant (or such Permitted Occupant)
gives a Recapture Statement to Landlord as contemplated by this Section 12.6(C),
(y) Landlord does not exercise Landlord's rights to effect a Sublease Recapture
in respect thereof, and (z) Tenant (or the applicable Permitted Occupant) does
not give a Sublease Statement in respect of such subletting within two hundred
seventy (270) days after the delivery of the Recapture Statement to Landlord,
then the provisions of Section 12.1 hereof and this Section 12.6 shall again be
applicable to any other proposed subletting therefor (including, without
limitation, the requirement that Tenant (or the applicable Permitted Occupant)
deliver to Landlord a Recapture Statement therefor). If, at any time during the
period of two hundred seventy (270) days commencing on the date that Tenant (or
the applicable Permitted Occupant) gives a Recapture Statement to Landlord, the
sublease rental, the term, the portion of the Premises that Tenant proposes to
sublet, or any other term set forth in such Recapture Statement, changes such
that there is a decrease by more than ten percent (10%) in the economic value to
Tenant of the terms of the proposed sublease specified in the Recapture
Statement (taking into account, without limitation, work to be performed, work
allowances, and free rent periods, and determined using a discount rate of three
hundred (300) basis points over the then current yield on obligations of the
United States Treasury having a term approximately equal to the term of the
proposed sublease, but not less than ten (10) years), then Tenant (or the
applicable Permitted Occupant) shall not have the right to enter into any
sublease unless Tenant (or the applicable Permitted Occupant) gives Landlord a
revised Recapture Statement in respect thereof, and the procedure described in
this Section 12.6(C) shall again apply. The submission by Tenant or such
Permitted Occupant of such revised Recapture Statement shall be accompanied by a
statement directing Landlord to respond thereto on or prior to the later of (x)
the fifteenth (15th) Business Day after the date that Tenant (or the applicable
Permitted Occupant) gives such revised Recapture Statement to Landlord, and (y)
either (I) the thirtieth (30th) day after the date that Tenant (or the
applicable Permitted Occupant) gives the initial Recapture Statement to Landlord
(if the Recapture Space is comprised of Rentable Area of fifty thousand (50,000)
square feet or less), or (II) the ninetieth (90th) day after the date that
Tenant gives the initial Recapture Statement to Landlord (if the Recapture Space
is comprised of Rentable Area of more than fifty thousand (50,000) square feet)
(the later of the dates described in clause (x) and clause (y) being referred to
herein as the "Revised Deadline"); provided, however, that the fifteen (15)
Business Day period described in clause (x) above shall be increased to thirty
(30) days (if the Recapture Space is comprised of fifty thousand (50,000) square
feet of Rentable Area or less) or ninety (90) days (if the Recapture Space is
comprised of more than fifty thousand (50,000) square feet of Rentable Area) if
Tenant (or the applicable Permitted Occupant) does not identify the proposed
subtenant in such revised Recapture Statement. Landlord shall have the right,
exercisable on or prior to the Revised Deadline, to effect a Sublease Recapture
in accordance with the provisions of this Section 12.6(C).

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                    (D) The failure by Landlord to exercise its option under
Section 12.6(C) with respect to any subletting shall not be deemed a waiver of
such option with respect to any extension of such subletting (or further
subletting) or any subsequent subletting (or further subletting) of the Premises
affected thereby (other than, in either case, pursuant to the express terms of a
sublease theretofore approved, or deemed approved, by Landlord).

                    (E) Tenant shall have the right to terminate any sublease
that Tenant consummates with a Qualifying Subtenant in accordance with this
Article 12 without Landlord's prior approval; provided, however, that (x) if an
Event of Default has occurred and is continuing, then Tenant shall not terminate
any such sublease (other than a sublease that Tenant consummates pursuant to
Section 12.4 hereof) without Landlord's prior approval, and (y) Tenant shall not
have the right to so terminate any sublease after the date that Tenant gives to
Landlord a Recapture Statement or a Subleasehold Assignment Statement in
connection with the Qualifying Subtenant's proposed further subletting or
assignment of such Qualifying Subtenant's interest under the applicable
sublease, unless Landlord's right to exercise a Sublease Recapture or a
Subleasehold Assignment Recapture in respect thereof has lapsed without being
exercised. Landlord acknowledges that Tenant may exercise Tenant's right to
terminate a sublease under this Section 12.6(E) in connection with the
Qualifying Subtenant's proposed further subleasing of the Premises or the
applicable portion thereof or the Qualifying Subtenant's proposed assignment of
its interest under the applicable sublease, in either case prior to the date
that Tenant gives to Landlord a Recapture Statement or a Subleasehold Assignment
Statement in respect thereof, in which case Landlord shall not have the right to
consummate a Sublease Recapture or a Subleasehold Assignment Recapture in
connection therewith.

      Section 12.7 (A) Subject to the terms of this Section 12.7(A) and Section
12.14 hereof, in connection with any subletting of all or any portion of the
Premises, Tenant shall pay to Landlord an amount equal to fifty percent (50%) of
any Sublease Profit derived therefrom. Tenant shall not be entitled to any
proceeds derived from or relating to (directly or indirectly) any leasing of the
Recapture Space by Landlord. All sums payable by Tenant to Landlord on account
of Sublease Profit shall be paid to Landlord, as additional rent, within ten
(10) days after receipt thereof by Tenant (or the applicable Permitted
Occupant). Tenant shall not be required to make payments to Landlord on account
of Sublease Profit to the extent deriving from Tenant's subleasing of the
Premises or a portion thereof to Tenant's Affiliate, or a Qualifying Subtenant's
further subleasing of the Premises or a portion thereof to such Qualifying
Subtenant's Affiliate, in either case without Landlord's consent pursuant to
Section 12.4 hereof.

                    (B) For purposes of this Lease:

                          (1)   "Escalation Rent Per Square Foot" shall mean,
at any particular time, the quotient obtained by dividing (I) the Escalation
Rent payable hereunder at such time, by (II) the Rentable Area of the Premises
at such time.

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                          (2)   "Rent Per Square Foot" shall mean, at any
particular time:

            (i)     with respect to the First Price Space, the Second Price
                    Space or the Third Price Space, the sum of (I) the amount
                    applicable at such time, as set forth on Exhibit
                    Definitions-E attached hereto, and (II) the Escalation Rent
                    Per Square Foot;

            (ii)    with respect to any Applicable Option Space with respect to
                    which Tenant has exercised the Option, the sum of (I) the
                    quotient obtained by dividing (A) the Fixed Rent due
                    hereunder in respect of such Applicable Option Space at such
                    time, by (B) the number of square feet of Rentable Area
                    comprising such Applicable Option Space, and (II) the
                    Escalation Rent Per Square Foot; and

            (iii)   with respect to any space that is added to the Premises
                    by reason of Tenant's exercise of the Shortage Option or
                    the Early Option in accordance with the terms hereof, the
                    sum of (I) the quotient obtained by dividing (A) the
                    Fixed Rent due hereunder in respect of such space at such
                    time, by (B) the number of square feet of Rentable Area
                    comprising such space, and (II) the Escalation Rent Per
                    Square Foot;

provided, however, that if the sublessor under the applicable sublease is a
Permitted Occupant (other than Tenant), then the Rent Per Square Foot shall mean
the quotient obtained by dividing (x) the aggregate rental payable by such
Permitted Occupant for the Premises (or the portion thereof that has been
demised to such Permitted Occupant), by (y) the number of square feet of
Rentable Area in the Premises (or such portion thereof).

                          (3)   "Sublease Profit" shall mean the product
obtained by multiplying (x) the excess, if any, of the Sublease Rent Per Square
Foot over the Rent Per Square Foot, by (y) the number of square feet of Rentable
Area constituting the portion of the Premises sublet by Tenant (or the
applicable Permitted Occupant).

                          (4)   "Sublease Rent" shall mean any rent or other
consideration paid to Tenant (or the applicable Permitted Occupant) directly or
indirectly by any subtenant or any other amount received by Tenant (or the
applicable Permitted Occupant) from or in connection with any subletting or
further subletting (including, but not limited to, sums paid for the sale or
rental, or consideration received on account of any contribution, of Tenant's
Property or sums paid in connection with the supply of electricity or HVAC) less
the Sublease Expenses.

                          (5)   "Sublease Expenses" shall mean:  (i) in the
event of a sale of Tenant's Property or the personal property of the applicable
Permitted Occupant, as the case may be, the then unamortized or undepreciated
cost thereof determined on the basis of Tenant's federal income tax returns,
(ii) the out-of-pocket costs and expenses of Tenant (or the applicable Permitted
Occupant) in making such sublease, such as brokers' fees, attorneys' fees,
architects'

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and space planning fees, and advertising fees paid to unrelated third parties,
(iii) any sums paid to Landlord pursuant to Section 12.2(B) hereof, (iv) the
cost of improvements or alterations made by Tenant (or the applicable Permitted
Occupant) expressly and solely for the purpose of preparing that portion of the
Premises for such subtenancy less the present value (calculated using a discount
rate equal to the Base Rate) of the reasonable residual value thereof at the
expiration of such sublease (which reasonable residual value shall be determined
after taking into account the portion of the Term (if any) that remains after
the expiration of such sublease), (v) the unamortized or undepreciated cost of
any Tenant's Property (or any such personal property of such Permitted Occupant,
as the case may be) leased to and used by such subtenant less the present value
(calculated using a discount rate equal to the Base Rate) of the reasonable
residual value thereof at the expiration of such sublease; (vi) any moving
expenses of the subtenant paid for by Tenant (or the applicable Permitted
Occupant), (vii) any "takeover" expenses paid by Tenant (or the applicable
Permitted Occupant) in connection with such subtenant's then existing leases,
(viii) any payments required to be, and actually made, by Tenant (or the
applicable Permitted Occupant) in connection with such sublease for any real
property transfer tax, transfer gains tax or similar tax of the United States or
the City or State of New York (other than any income tax), (ix) the costs of
Tenant (or the applicable Permitted Occupant) in connection with the supply of
electricity or HVAC or any other utilities or other services provided to the
subtenant, and (x) any other reasonable tenant inducement costs incurred by
Tenant (or the applicable Permitted Occupant) (other than inducements
constituting rent credits or free rent periods). In determining Sublease Rent,
the costs set forth above shall be amortized (together with interest thereon
calculated at the Base Rate) on a straight-line basis over the term of such
sublease.

                          (6)   "Sublease Rent Per Square Foot" shall mean
the quotient obtained by dividing (I) the Sublease Rent, by (II) the number of
square feet of Rentable Area of the space demised under the sublease in
question.

Sublease Profit shall be recalculated from time to time to reflect any
corrections in the prior calculation thereof due to (i) subsequent payments
received or made by Tenant (or the applicable Permitted Occupant), (ii) the
final adjustment of payments to be made by or to Tenant (or the applicable
Permitted Occupant), and (iii) mistake. Promptly after receipt or final
adjustment of any such payments or discovery of any such mistake, Tenant shall
submit (or Tenant shall cause such Permitted Occupant to submit) to Landlord a
recalculation of the Sublease Profit, and, if required, an adjustment shall be
made between Landlord and Tenant, on account of prior payments made or credits
received pursuant to this Section 12.7.

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      Section 12.8 (A) Notwithstanding the provisions of Section 12.1 hereof,
Landlord shall not unreasonably withhold, condition or delay its consent to (x)
an assignment of Tenant's interests under this Lease in its entirety (if
Landlord does not exercise Landlord's right to consummate an Assignment
Recapture in respect thereof), or (y) an assignment of a Qualifying Subtenant's
entire interest as subtenant under the applicable sublease (if Landlord does not
exercise Landlord's right to consummate a Subleasehold Assignment Recapture in
respect thereof), provided that in either case:

                          (1)   no Event of Default has occurred and is
continuing;

                          (2)   upon the date Tenant (or the applicable
Permitted Occupant) delivers the Assignment Statement (or the Subleasehold
Assignment Statement) to Landlord and upon the date immediately preceding the
date of any assignment approved (or deemed approved) by Landlord, the proposed
assignee is of a character, engaged in a business, and proposes to use the
Premises, in each case in a manner that is consistent with the Building
Standard; and

                          (3)   the assignee agrees to assume all of the
obligations of Tenant under this Lease, or the Qualifying Subtenant under the
applicable sublease, to the extent accruing from and after the date of the
assignment.

                    (B) (1) Subject to the terms of Section 12.4 hereof and this
Section 12.8(B), if Tenant proposes to assign the tenant's interest hereunder in
its entirety, then Tenant shall submit a statement to Landlord (the "Assignment
Statement") containing the following information: (i) the essential terms and
conditions of the proposed assignment, including, without limitation, the
consideration payable either by Tenant or the assignee for such assignment and
the value (including cost, overhead and supervision) of any improvements
(including any demolition to be performed) to the Premises proposed to be made
by Tenant to prepare the Premises for occupancy by the proposed assignee, and
(ii) other information that Landlord may reasonably request within ten (10)
Business Days after receipt of the Assignment Statement, together with a
statement specifically directing Landlord's attention to the provisions of this
Section 12.8(B) requiring Landlord to respond to the Assignment Statement within
ninety (90) days after Landlord's receipt of the Assignment Statement (it being
understood that Tenant shall not be required to identify the proposed assignee
in the Assignment Statement).

                          (2)   Landlord shall have the right, exercisable by
notice given by Landlord to Tenant within ninety (90) days after Landlord's
receipt of the Assignment Statement, to terminate this Lease, in which event the
Term shall expire on the date designated by Tenant in the Assignment Statement,
and Tenant shall vacate the Premises and surrender possession thereof to
Landlord on such date in accordance with the provisions of Article 20 hereof. If
(i) the Assignment Statement contemplates that Tenant would pay consideration to
the assignee to induce such assignee to take the tenant's interest hereunder by
assignment, and (ii) Landlord exercises Landlord's right to so terminate this
Lease, then Tenant shall pay such consideration to Landlord on the date or dates
that Tenant would have otherwise paid such sums to its assignee (any such
termination of this Lease as contemplated by this Section 12.8(B)(2)

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being referred to herein as an "Assignment Recapture") (it being understood that
Tenant's obligation to pay such consideration shall survive the Assignment
Recapture).

                          (3)   If Tenant does not enter into an assignment
of the tenant's interest under this Lease in accordance with the terms of this
Section 12.8 within two hundred seventy (270) days after the earlier to occur of
(x) the ninetieth (90th) day after Tenant gives the Assignment Statement to
Landlord, and (y) the date that Landlord advises Tenant that Landlord is not
exercising Landlord's rights to consummate an Assignment Recapture in respect of
the assignment contemplated by the Assignment Statement, then the provisions of
this Section 12.8 shall again be applicable in their entirety to any proposed
assignment. If, at any time after delivery of an Assignment Statement, the
consideration payable to or by Tenant pursuant to the terms of the assignment
transaction as set forth in the Assignment Statement changes in any material
respect such that there is a decrease by more than ten percent (10%) in the
economic value to Tenant of the terms of the proposed assignment specified in
the Assignment Statement (determined using a discount rate of three hundred
(300) basis points over the then current yield on 10-year obligations of the
United States Treasury), then Tenant shall promptly notify Landlord of such
change by giving to Landlord a revised Assignment Statement and Landlord shall
have the right, exercisable within fifteen (15) Business Days after Landlord's
receipt of such revised Assignment Statement, to consummate an Assignment
Recapture in respect thereof; provided, however, that (i) such period of fifteen
(15) Business Days shall be extended to ninety (90) days if Tenant does not
identify the proposed assignee in such revised Assignment Statement, and (ii) in
no event shall Landlord be required to indicate whether Landlord elects to
exercise Landlord's rights to consummate an Assignment Recapture earlier than
the ninetieth (90th) day after the date that Tenant gives the initial Assignment
Statement to Landlord. Prior to entering into any such assignment, Tenant shall
notify Landlord of the identity of the proposed assignee (if not identified in
the Assignment Statement) so that Landlord may exercise its reasonable approval
rights pursuant to this Section 12.8. If Landlord fails to notify Tenant within
fifteen (15) Business Days of Landlord's receipt of such notice identifying the
proposed assignee of Landlord's objections thereto, then Tenant shall have the
right to assign the tenant's interest under this Lease to such proposed assignee
on substantially the same terms set forth in the Assignment Statement (as the
same may have been modified, as aforesaid) pursuant to an assignment which shall
otherwise be subject to the terms and conditions of this Lease; provided,
however, that in no event shall Landlord be deemed to have approved a proposed
assignee earlier than the ninetieth (90th) day after Tenant gives the initial
Assignment Statement to Landlord. If Landlord consents (or is deemed to have
consented) to an assignment by Tenant as contemplated by this Section 12.8, then
Landlord shall have the right to require Tenant and the assignee to execute and
deliver a Consent to Assignment with respect to such assignment in substantially
the form of the Consent to Assignment set forth in Exhibit 12.8 attached hereto
and made a part hereof (it being understood that nothing contained in said
Consent to Assignment shall permit Landlord to double count the costs and
expenses to which Landlord is entitled to reimbursement under Section 12.2(B)
hereof).

                    (C) If Tenant assigns the tenant's interest under this Lease
as contemplated by this Section 12.8, then Tenant shall deliver to Landlord,
within seven (7) days after the date that such assignment becomes effective, (x)
a duplicate original instrument of

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assignment, duly executed by Tenant, and (y) an instrument, duly executed by the
assignee, in which such assignee assumes observance and performance of all of
the terms, covenants and conditions of this Lease on Tenant's part to be
observed and performed from and after the date of such assignment.

                    (D) Except with respect to assignments made by Tenant
pursuant to Section 12.4 hereof, Tenant shall pay to Landlord, upon receipt
thereof, an amount equal to fifty percent (50%) of all Assignment Proceeds. As
used herein, the term "Assignment Proceeds" shall mean all consideration payable
to Tenant, directly or indirectly, by any assignee, or any other amount received
by Tenant from or in connection with any assignment (including, but not limited
to, sums paid for the sale or rental, or consideration received on account of
any contribution, of Tenant's Property) after deducting therefrom: (i) in the
event of a sale (or contribution) of Tenant's Property, the then unamortized or
undepreciated cost thereof determined in accordance with generally accepted
accounting principles, (ii) the out-of-pocket costs and expenses of Tenant in
making such assignment, including, without limitation, brokers' fees, attorneys'
fees, and advertising fees paid to unrelated third parties, (iii) any payments
required to be made, and actually made, by Tenant in connection with the
assignment of its interest in this Lease pursuant to any real property transfer
tax or real property transfer gains tax (or similar tax) of the United States or
the City or State of New York (other than any income tax), (iv) any sums paid by
Tenant to Landlord pursuant to Section 12.2(B) hereof, (v) the cost of
improvements or alterations made by Tenant expressly and solely for the purpose
of preparing the Premises for such assignment (or cash allowance given to such
assignee in lieu thereof), (vi) the then unamortized or undepreciated cost of
any Tenant's Property leased to and used by such assignee, as determined in
accordance with generally accepted accounting principles, (vii) Tenant's
Unamortized Alterations Cost, (viii) any moving expenses of the assignee paid
for by Tenant, (ix) any "takeover" expenses incurred by Tenant in connection
with such assignee's then existing lease, and (x) any other reasonable tenant
inducement costs paid by Tenant. If Landlord exercises its rights to consummate
an Assignment Recapture, then Tenant shall not be entitled to any proceeds
derived from or relating to (directly or indirectly) any lease of the Premises
by Landlord following Landlord's exercise of such rights.

                    (E) (1) Subject to the terms of Section 12.4 hereof, Section
12.16 hereof and this Section 12.8(E), if (I) a Qualifying Subtenant occupies
the Premises or a portion thereof under a sublease that constitutes a Long Term
Sublease, and (II) such Qualifying Subtenant proposes to assign the Qualifying
Subtenant's interest under such sublease in its entirety, then Tenant shall
submit (or shall cause the Qualifying Subtenant to submit) a statement to
Landlord (the "Subleasehold Assignment Statement") containing the following
information: (i) the essential terms and conditions of the proposed assignment,
including, without limitation, the consideration payable either by the
Qualifying Subtenant or the assignee for such assignment and the cost (including
overhead and supervision) of any improvements (including any demolition to be
performed) to the Premises (or the applicable portion thereof) proposed to be
made by the Qualifying Subtenant to prepare the Premises (or the applicable
portion thereof) for occupancy by the proposed assignee, and (ii) other
information that Landlord may reasonably request within ten (10) Business Days
after receipt of the Subleasehold Assignment Statement, together with a
statement specifically directing Landlord's attention to the provisions of this

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Section 12.8(E) requiring Landlord to respond to the Subleasehold Assignment
Statement within thirty (30) days after Landlord's receipt of the Subleasehold
Assignment Statement (if the applicable Long Term Sublease demises Fifty
Thousand (50,000) square feet of Rentable Area or less) or within ninety (90)
days after Landlord's receipt of the Subleasehold Assignment Statement (if the
applicable Long Term Sublease demises more than Fifty Thousand (50,000) square
feet of Rentable Area) (it being understood that Tenant (or the Qualifying
Subtenant) shall not be required to identify the proposed assignee in the
Subleasehold Assignment Statement).

                          (2) Landlord shall have the right, exercisable by
notice given by Landlord to Tenant within ninety (90) days after Landlord's
receipt of the Subleasehold Assignment Statement (with respect to a Long Term
Sublease that demises more than Fifty Thousand (50,000) square feet of Rentable
Area), or within thirty (30) days after Landlord's receipt of the Subleasehold
Assignment Statement (with respect to a Long Term Sublease that demises Fifty
Thousand (50,000) square feet of Rentable Area or less), to terminate this Lease
with respect to the Premises or the applicable portion thereof demised by the
applicable Long Term Sublease (the Premises or such portion thereof being
referred to herein as the "Subleasehold Assignment Space"), in which case the
Term shall expire with respect to the Subleasehold Assignment Space on the date
designated by Tenant (or the Qualifying Subtenant) in the Subleasehold
Assignment Statement, and Tenant shall cause the applicable Qualifying Subtenant
to vacate the Subleasehold Assignment Space and surrender possession thereof to
Landlord on such date in accordance with the provisions of Article 20 hereof
(any such termination of the Lease with respect to the Subleasehold Assignment
Space pursuant to this Section 12.8(E) being referred to herein as a
"Subleasehold Assignment Recapture"). From and after the date that a
Subleasehold Assignment Recapture becomes effective, (i) this Lease shall remain
in full force and effect, (ii) the Subleasehold Assignment Space shall be
deleted from the Premises, (iii) the Fixed Rent shall be recalculated based on
the Rentable Area of the portion of the Premises that remains after such
Subleasehold Assignment Recapture, (iv) if the Subleasehold Assignment Space
does not comprise the entire Premises, then Tenant, at Tenant's sole cost and
expense, shall demise the Subleasehold Assignment Space separately from the
remainder of the Premises, and (v) Tenant shall pay to Landlord, on the first
day of each month for the remainder of the Term the amount, if any, by which (a)
the Rental which would have been due hereunder in respect of the Subleasehold
Assignment Space for such month, exceeds (b) the aggregate sublease rental that
would have been payable by the applicable Qualifying Subtenant under the
applicable Long Term Sublease (it being understood that (i) for purposes of
determining such aggregate rental, the brokerage commission, improvement
allowances, and free rent that the sublessor incurs for the applicable sublease
transaction shall be amortized in equal monthly installments, with interest at
the Base Rate, over the term of such sublease, and (ii) if the Subleasehold
Assignment Space comprises the entire Premises, then Tenant's obligation to pay
the aforesaid amount shall survive the Subleasehold Assignment Recapture). If
the Subleasehold Assignment Statement contemplates that the applicable
Qualifying Subtenant would pay consideration to the assignee to induce such
assignee to take the subtenant's interest under the applicable Long Term
Sublease by assignment, then Tenant shall pay (or shall cause such Qualifying
Subtenant to pay) such consideration to Landlord on the date or dates that such
Qualifying Subtenant would have otherwise paid such sums to its assignee (it
being understood that if the Subleasehold Assignment Space comprises the entire
Premises, then Tenant's

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obligation to pay (or to cause such Qualifying Subtenant to pay) such
consideration shall survive the Subleasehold Assignment Recapture).

                          (3)   If such Qualifying Subtenant does not enter
into an assignment of the subtenant's interest under the applicable Long Term
Sublease in accordance with the terms of this Section 12.8(E) within two hundred
seventy (270) days after the earlier to occur of (x) the ninetieth (90th) day
after Tenant (or the applicable Qualifying Subtenant) gives the Subleasehold
Assignment Statement to Landlord, and (y) the date that Landlord advises Tenant
that Landlord is not exercising Landlord's rights to consummate a Subleasehold
Assignment Recapture in respect of the assignment contemplated by the
Subleasehold Assignment Statement, then the provisions of this Section 12.8(E)
shall again be applicable in their entirety to any proposed assignment of the
Qualifying Subtenant's interest under such Long Term Sublease. If, at any time
after delivery of a Subleasehold Assignment Statement, the consideration payable
to or by the Qualifying Subtenant pursuant to the terms of the assignment
transaction as set forth in the Subleasehold Assignment Statement changes in any
material respect such that there is a decrease by more than ten percent (10%) in
the economic value to the Qualifying Subtenant of the terms of the proposed
assignment specified in the Subleasehold Assignment Statement (determined using
a discount rate of three hundred (300) basis points over the then current yield
on 10-year obligations of the United States Treasury), then Tenant shall
promptly notify (or shall cause the applicable Qualifying Subtenant to notify)
Landlord of such change by giving to Landlord a revised Subleasehold Assignment
Statement and Landlord shall have the right, exercisable within fifteen (15)
Business Days after Landlord's receipt of such revised Subleasehold Assignment
Statement, to consummate a Subleasehold Assignment Recapture in respect thereof;
provided, however, that (i) such period of fifteen (15) Business Days shall be
extended to (I) ninety (90) days if Tenant (or the applicable Qualifying
Subtenant) does not identify the proposed assignee in such revised Subleasehold
Assignment Statement and the applicable Long Term Sublease demises more than
Fifty Thousand (50,000) square feet of Rentable Area, or to (II) thirty (30)
days if Tenant (or the applicable Qualifying Subtenant) does not identify the
proposed assignee in such revised Subleasehold Assignment Statement and the
applicable Long Term Sublease demises Fifty Thousand (50,000) square feet of
Rentable Area or less, and (ii) in no event shall Landlord be required to
indicate whether Landlord elects to exercise Landlord's rights to consummate a
Subleasehold Assignment Recapture earlier than the ninetieth (90th) day after
the date that Tenant (or the applicable Qualifying Subtenant) gives the initial
Subleasehold Assignment Statement to Landlord (if the applicable Long Term
Sublease demises more than Fifty Thousand (50,000) square feet of Rentable
Area), or the thirtieth (30th) day after the date that Tenant (or the applicable
Qualifying Subtenant) gives the initial Subleasehold Assignment Statement to
Landlord (if the applicable Long Term Sublease demises Fifty Thousand (50,000)
square feet of Rentable Area or less).

                          (4)   Subject to Section 12.4 hereof, Tenant shall
not permit a Qualifying Subtenant to assign the subtenant's interest under the
applicable sublease unless Tenant first notifies (or first causes the applicable
Qualifying Subtenant to notify) Landlord of the identity of the proposed
assignee so that Landlord may exercise its reasonable approval rights pursuant
to this Section 12.8. If Landlord fails to notify Tenant within fifteen (15)
Business Days of Landlord's receipt of such notice identifying the proposed
assignee of Landlord's objections

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thereto, then the applicable Qualifying Subtenant shall have the right to assign
the subtenant's interest under the applicable sublease to such proposed assignee
pursuant to an assignment which shall otherwise be subject to the terms and
conditions of this Lease; provided, however, that if such proposed assignment
relates to a Long Term Sublease, then Landlord shall not be deemed to have
approved a proposed assignee earlier than the ninetieth (90th) day after Tenant
(or the applicable Qualifying Subtenant) gives the initial Subleasehold
Assignment Statement to Landlord (if such Long Term Sublease demises more than
Fifty Thousand (50,000) square feet of Rentable Area) or the thirtieth (30th)
day after Tenant (or the applicable Qualifying Subtenant) gives the initial
Subleasehold Assignment Statement to Landlord (if such Long Term Sublease
demises Fifty Thousand (50,000) square feet of Rentable Area or less). If
Landlord consents (or is deemed to have consented) to an assignment by a
Qualifying Subtenant as contemplated by this Section 12.8, then Landlord shall
have the right to require the Qualifying Subtenant, Tenant and the assignee to
execute and deliver a Consent to Assignment with respect to such assignment in
substantially the form of the Consent to Assignment set forth in Exhibit 12.8
attached hereto and made a part hereof.

                          (5)   If a Qualifying Subtenant assigns the
subtenant's interest under the applicable sublease as contemplated by this
Section 12.8, then Tenant shall deliver (or shall cause the applicable
Qualifying Subtenant to deliver) to Landlord, within seven (7) days after the
date that such assignment becomes effective, (x) a duplicate original instrument
of assignment, duly executed by the Qualifying Subtenant, and (y) an instrument,
duly executed by the assignee, in which such assignee assumes observance and
performance of all of the terms, covenants and conditions of the applicable
sublease on such Qualifying Subtenant's part to be observed and performed from
and after the date of such assignment.

                          (6)   Except with respect to assignments made by
Tenant pursuant to Section 12.4 hereof, Tenant shall pay (or shall cause the
applicable Qualifying Subtenant to pay) to Landlord, upon receipt thereof, an
amount equal to fifty percent (50%) of all Subleasehold Assignment Proceeds. As
used herein, the term "Subleasehold Assignment Proceeds" shall mean all
consideration payable to a Qualifying Subtenant, directly or indirectly, by any
assignee, or any other amount received by such Qualifying Subtenant from or in
connection with any assignment of the subtenant's interest under the applicable
sublease (including, but not limited to, sums paid for the sale or rental, or
consideration received on account of any contribution, of the personal property
of such Qualifying Subtenant) after deducting therefrom: (i) in the event of a
sale (or contribution) of such Qualifying Subtenant's personal property, the
then unamortized or undepreciated cost thereof determined in accordance with
generally accepted accounting principles, (ii) the out-of-pocket costs and
expenses of the Qualifying Subtenant in making such assignment, including,
without limitation, brokers' fees, attorneys' fees, and advertising fees paid to
unrelated third parties, (iii) any payments required to be made, and actually
made, by the Qualifying Subtenant in connection with the assignment of its
interest in such sublease pursuant to any real property transfer tax or real
property transfer gains tax (or similar tax) of the United States or the City or
State of New York (other than any income tax), (iv) any sums paid by Tenant or
such Qualifying Subtenant to Landlord pursuant to Section 12.2(B) hereof, (v)
the cost of improvements or alterations made by such Qualifying Subtenant
expressly and solely for the purpose of preparing the Premises (or the
applicable

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portion thereof) for such assignment (or cash allowance given to such assignee
in lieu thereof), (vi) the then unamortized or undepreciated cost of any
personal property of such Qualifying Subtenant that is leased to and used by
such assignee, as determined in accordance with generally accepted accounting
principles, (vii) any moving expenses of the assignee paid for by the Qualifying
Subtenant, (ix) any "takeover" expenses incurred by the Qualifying Subtenant in
connection with such assignee's then existing lease, and (x) any other
reasonable tenant inducement costs paid by the Qualifying Subtenant. If Landlord
exercises its rights to consummate a Subleasehold Assignment Recapture, then
Tenant shall not be entitled to any proceeds derived from or relating to
(directly or indirectly) any lease of the Premises (or the applicable portion
thereof) by Landlord following Landlord's exercise of such rights.

      Section 12.9 Notwithstanding any other provision of this Lease, neither
Tenant nor any direct or indirect assignee or subtenant of Tenant may enter into
any lease, sublease, license, concession or other agreement for use, occupancy
or utilization of space in the Premises which provides for a rental or other
payment for such use, occupancy or utilization based in whole or in part on the
net income or profits derived by any person from the property leased, occupied
or utilized, or which would require the payment of any consideration which would
not fall within the definition of "rents from real property", as that term is
defined in Section 856(d) of the Internal Revenue Code of 1986, as amended.

      Section 12.10 If Tenant enters into a Major Sublease, then, subject to the
terms of this Section 12.10, Landlord, promptly after Tenant's request, shall
execute and deliver to the applicable subtenant under such Major Sublease an
agreement (a "Recognition Agreement"), in form and substance reasonably
satisfactory to Landlord, to the effect that if this Lease terminates during the
term of the applicable Major Sublease for any reason other than pursuant to
Articles 10 or 11 hereof, Landlord will not evict such subtenant, disturb such
subtenant's possession or terminate or disturb such subtenant's leasehold estate
or rights thereunder, and will recognize such subtenant as the direct tenant of
Landlord on the Applicable Terms. Tenant shall not have the right to request a
Recognition Agreement as contemplated by this Section 12.10 (w) if the subtenant
under the applicable Major Sublease is a Bloomberg Party, (x) if an Event of
Default has occurred and is then continuing, or (y) if the financial condition
of the applicable subtenant is not reasonably satisfactory to Landlord (it being
understood that if the tangible net worth of such subtenant or any applicable
Major Sublease Guarantor, determined in accordance with generally accepted
accounting principles, is equal to or greater than fifteen (15) times the annual
Rental that would be reasonably expected to be payable by the applicable
subtenant to Landlord pursuant to the Applicable Terms, then such subtenant's
financial condition shall be deemed to be reasonably satisfactory to Landlord).

      Section 12.11 As used herein, the term "Applicable Terms" shall mean all
of the terms and conditions set forth in this Lease, except that:

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                    (i) the annual Fixed Rent payable by the applicable
subtenant at any time from and after the Recognition Effective Date shall be an
amount equal to the greater of (A) the rental that would have been payable by
the applicable subtenant under the Major Sublease at such time if the applicable
Major Sublease remained in effect, and (B) the Comparison Amount for the
Rentable Area demised by the applicable Major Sublease (except that the amount
described in this clause (B) shall be the Fixed Rent payable hereunder for
Applicable Option Space, to the extent that the portion of the Premises demised
by the applicable Major Sublease includes Applicable Option Space);

                    (ii) the term of the applicable subtenant's direct tenancy
shall expire, with respect to each portion of Rentable Area demised by the
applicable Major Sublease, on the date that the term of this Lease applicable to
such portion of Rentable Area would have expired had this Lease not terminated;
provided, however, in no event shall such subtenant have the right to extend the
term of such direct tenancy by exercise of the Renewal Option pursuant to
Article 37 hereof;

                    (iii) if, on the Recognition Effective Date, the tangible
net worth of the applicable subtenant or the applicable Major Sublease
Guarantor, determined in accordance with generally accepted accounting
principles, is less than fifteen (15) times the annual Rental that is reasonably
expected to be payable by the subtenant in connection with such direct tenancy,
then, on the Recognition Effective Date, the applicable subtenant shall deposit
with Landlord an amount equal to such annual Rental as of such Recognition
Effective Date as security for such subtenant's obligations to Landlord in
respect of such direct tenancy;

                    (iv) the applicable subtenant shall have no right to
exercise Tenant's right to lease any Lower Option Space or any Upper Option
Space, or to exercise the Renewal Option, in either case pursuant to the terms
hereof;

                    (v) for purposes of such direct tenancy, references herein
to the Premises shall be deemed to be references to the portion of the Premises
demised by the applicable Major Sublease;

                    (vi) the applicable subtenant shall not be deemed to
constitute a Bloomberg Party for purposes of such direct tenancy;

                    (vii) the applicable subtenant shall not have the right to
such direct tenancy (and accordingly, the applicable subtenant, at Landlord's
option, shall have no right to remain in occupancy of the applicable portion of
the Premises from and after the Recognition Effective Date) if (v) this Lease is
terminated by reason of an Event of Default that derives from the applicable
subtenant's default under the applicable Major Sublease, (w) on the day
immediately preceding the Recognition Effective Date, the applicable Major
Sublease would not satisfy the requirements for a Major Sublease as set forth in
the definition thereof, (x) on the day immediately preceding the Recognition
Effective Date, the applicable subtenant does not occupy at least seventy
percent (70%) of the Rentable Area demised by the Major Sublease for the conduct
of business, or (y) the applicable subtenant is the Person, or an Affiliate of
the Person, that constituted Tenant immediately prior to the Recognition
Effective Date;

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                    (viii) the applicable subtenant shall not have the right to
the exclusive use of the Premises Elevators or the Exclusive Lobby Area (but
shall have the right to use passenger and freight elevators serving the
applicable portion of the Premises, and lobby areas in the Building, that in
either case conform with the Building Standard);

                    (ix) Landlord shall have the right to limit the applicable
subtenant's rights to use the Basic Amenities to the extent reasonably required
by Landlord to operate the Building in accordance with the Building Standard;
provided, however, that if the applicable Major Sublease demises more than One
Hundred Thousand (100,000) square feet of Rentable Area, then the portion of the
Basic Amenities that the applicable subtenant has the right to use (other than
the exclusive loading bays described in Section 2.5(A)(b) hereof) shall not be
less than the ratio that the Rentable Area of the space demised by the Major
Sublease bears to the aggregate area of the Premises immediately prior to the
Recognition Effective Date;

                    (x) Landlord shall have the right to limit the applicable
subtenant's rights to use the Tenant Mechanical Areas to the extent reasonably
required by Landlord to operate the Building in accordance with the Building
Standard; provided, however, that if the applicable Major Sublease demises more
than One Hundred Thousand (100,000) square feet of Rentable Area, then the
portion of the Tenant Mechanical Areas that the applicable subtenant has the
right to use shall not be less than the ratio that the Rentable Area of the
space demised by the Major Sublease bears to the aggregate area of the Premises
immediately prior to the Recognition Effective Date;

                    (xi) the applicable subtenant shall not have the right to
use the Terrace Area if the portion of the Premises demised by the applicable
sublease is not adjacent thereto;

                    (xii) Landlord shall have the right to limit the applicable
subtenant's rights to use the shaftways in the Building as contemplated by
Section 2.9 hereof to the extent reasonably required by Landlord to operate the
Building in accordance with the Building Standard; provided, however, that if
the applicable Major Sublease demises more than One Hundred Thousand (100,000)
square feet of Rentable Area, then the portion of the Tenant Mechanical Areas
that the applicable subtenant has the right to use shall not be less than the
ratio that the Rentable Area of the space demised by the Major Sublease bears to
the aggregate area of the Premises immediately prior to the Recognition
Effective Date;

                    (xiii) Landlord shall have the right to limit the applicable
subtenant's rights to install and operate the Emergency Generator System to the
extent reasonably required by Landlord to operate the Building in accordance
with the Building Standard;

                    (xiv) the applicable subtenant shall not have any rights to
gain access to the Third Floor Deck as contemplated by Section 3.10 unless the
portion of the Premises demised by the applicable sublease includes the Rentable
Area on the third (3rd) floor of the Lexington Avenue Building;

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                    (xv) the applicable subtenant shall not have the rights
described in Section 3.11 hereof to gain access to the underside of the slab
that constitutes the fourth (4th) floor of the Bridge Building unless the
portion of the Premises demised by the applicable sublease includes the Rentable
Area on the fourth (4th) floor of the Building;

                    (xvi) Landlord shall not have any obligation to consummate
Recognition Agreements with further subtenants of any such subtenant;

                    (xvii) the applicable subtenant shall not have the right to
use the Antennae Site if the portion of the Premises demised by the applicable
sublease is less than Two Hundred Thousand (200,000) square feet of Rentable
Area; and

                    (xviii) Landlord shall not be:

                    (1)   liable for any act or omission of such subtenant's
                          lessor immediately prior to the Recognition
                          Effective Date;

                    (2)   subject to any credits, defenses or offsets which
                          the applicable subtenant may have against any prior
                          lessor;

                    (3)   bound by any payment of rental which the applicable
                          subtenant may have made to any prior lessor more than
                          thirty (30) days in advance of the month in which such
                          payment was due; or

                    (4)   bound by any of the provisions of the applicable
                          Major Sublease.

As used herein, the term "Recognition Effective Date" shall mean the date that
Landlord becomes the direct lessor of the applicable subtenant under a Major
Sublease as contemplated by a Recognition Agreement.

      Section 12.12 (A) Tenant shall submit to Landlord, with each request for a
Recognition Agreement, financial information regarding the subtenant for whose
benefit such agreement is requested, including, without limitation,
documentation of such subtenant's net worth, determined in accordance with
generally accepted accounting principles.

                    (B) Tenant shall reimburse Landlord for the reasonable
out-of-pocket costs incurred by Landlord in consummating a Recognition Agreement
within thirty (30) days after Landlord's request therefor. Landlord shall
include with any such request reasonable supporting documentation for the
charges described therein.

      Section 12.13 Notwithstanding the provisions of Section 12.1 hereof,
Tenant may permit portions of the Premises to be occupied, at any time and from
time to time, by Persons who are not members, officers or employees of Tenant
(such persons who shall be permitted to occupy portions of the Premises pursuant
to this Section 12.13 being each referred to individually as a "Permitted
Person", or collectively as the "Permitted Persons"), without the consent of
Landlord and without compliance with any of the other provisions of this Article
12 but subject to the other provisions of this Lease, provided that (i) no
demising walls are erected in the

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Premises separating the space used by a Permitted Person from the remainder of
the Premises, (ii) the Permitted Persons use the Premises in conformity with all
applicable provisions of this Lease, (iii) in no event shall the use of any
portion of the Premises by any Permitted Person create or be deemed to create
any right, title or interest of the Permitted Person in or to the Premises, (iv)
the portion of the Premises used by all Permitted Persons shall not exceed eight
percent (8%) of the Rentable Area of the Premises, (v) such Permitted Person
maintains a business relationship with Tenant (other than by virtue of such
occupancy) and such business relationship extends during the term of such
occupancy, (vi) the fees paid by such Permitted Person to Tenant for such
occupancy rights do not exceed the portion of the Rental that is reasonably
allocable to the portion of the Premises so occupied by such Permitted Person
(it being understood that such reasonable allocation shall be made based on the
proportion that the Rentable Area of the portion of the Premises so occupied by
such Permitted Person bears to the Rentable Area of the Premises), and (vii) at
least ten (10) days prior to a Permitted Person taking occupancy of a portion of
the Premises, Tenant gives notice to Landlord (1) advising Landlord of the name
and address of such Permitted Person, (2) advising Landlord of the character and
nature of the business to be conducted by such Permitted Person, (3) advising
Landlord of the Rentable Area to be occupied by such Permitted Person, (4)
advising Landlord of the duration of such occupancy, (5) advising Landlord of
the nature of such Permitted Person's business relationship with Tenant, and (6)
certifying that Tenant derives no profit from Tenant's granting of such
occupancy rights to such Permitted Person. Within ten (10) days after request by
Landlord from time to time, Tenant shall provide Landlord with a list of the
names of all Permitted Persons then occupying any portion of the Premises.

      Section 12.14 (A) If Tenant exercises the Option to lease Applicable
Option Space that constitutes Lower Option Space, then neither Tenant nor
another Permitted Occupant shall have the right to give to Landlord a Sublease
Statement in respect thereof (which contemplates that the subtenant will use
such Applicable Option Space (or a portion thereof) for retail purposes) as
provided in Section 12.14(B) hereof, unless (x) Tenant gives to Landlord a
Recapture Statement therefor (as contemplated by Section 12.6(C) hereof),
regardless of whether the term of Tenant's proposed sublease extends for the
balance of the Term, and (y) Landlord does not elect to consummate a Sublease
Recapture for such Applicable Option Space (or such portion thereof) as provided
in Section 12.6(C) hereof.

                    (B) If (i) Tenant exercises the Option to lease Applicable
Option Space that constitutes Lower Option Space, (ii) Tenant gives Landlord a
Sublease Statement in connection with a Permitted Occupant's proposed subleasing
of such Applicable Option Space or a portion thereof, and (iii) Landlord has not
elected to consummate a Sublease Recapture in respect thereof, then (a) Landlord
shall not have the right to withhold consent to the proposed sublease solely by
reason of the proposed subtenant's intending to use such Applicable Option Space
(or such portion thereof) for retail purposes (provided that such use is
consistent with the Building Standard and otherwise reasonably satisfactory to
Landlord), (b) such subtenant's using such Applicable Option Space (or such
portion thereof) for such retail purposes (assuming that Landlord approves such
sublease in accordance with the terms of this Article 12) shall not constitute a
default by Tenant under Article 2 hereof, and (c) if Landlord approves such
proposed sublease in accordance with the terms of this Article 12, Tenant shall
pay to Landlord the

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Sublease Profit that derives therefrom. Landlord shall be permitted to withhold
Landlord's consent to any such subletting of the Lower Option Space for retail
purposes if such sublease permits the use of such Lower Option Space in a manner
that conflicts with the exclusive rights benefitting any other Person occupying
space in the Building for retail trade. If (x) Tenant subleases Lower Option
Space for retail purposes as contemplated by this Section 12.14(B) with
Landlord's approval as aforesaid, and (y) such sublease contemplates that the
parties will determine the rental payable by the subtenant thereunder using an
arbitration procedure or another mechanism for resolving differences between the
parties, then Landlord shall have the right to control the determination of such
procedure or mechanism (and Tenant shall cooperate reasonably with Landlord in
connection therewith); provided, however, that Landlord shall not have the right
to settle such procedure or mechanism at a rental that is less than the Rental
payable hereunder for the applicable sublease space without Tenant's prior
approval, which approval Tenant shall not unreasonably withhold, condition or
delay. Either party shall have the right to submit a dispute between the parties
regarding this Section 12.14(B) to an Expedited Arbitration Proceeding. Nothing
contained in this Section 12.14 shall expand the purposes for which Tenant has
the right to use the Premises under Article 2 hereof.

      Section 12.15 If Landlord exercises Landlord's right to consummate a
Sublease Recapture or a Subleasehold Assignment Recapture pursuant to the terms
of this Article 12, then Landlord, during the Term, shall not permit the
Recapture Space or the Subleasehold Assignment Space to be used (1) for the
business of photographic, multilith or multigraph reproductions or offset
printing, except in connection with, either directly or indirectly, the
occupant's own business and/or activities (provided that such occupant's
principal business is not photographic, multilith, or multigraph reproductions
or offset printing), (2) for a business that conducts retail trade on an
off-the-street basis, (3) as a restaurant or bar or for the sale of
confectionery, soda or other beverages, sandwiches, ice cream or baked goods or
for the preparation, dispensing or consumption of food or beverages in any
manner whatsoever, except for consumption by the occupant's partners,
principals, members, agents, officers, employees and business guests, (4) as an
employment agency, executive search firm or similar enterprise, labor union,
school, or vocational training center (except for the training of employees of
such occupant), or (5) for any purpose that is inconsistent with the Building
Standard.

      Section 12.16 (A) Subject to Section 12.4 hereof, if (i) Tenant (or any
other Permitted Occupant) proposes to sublease (or further sublease) all or any
portion of the Premises for a term of ten (10) years or more (including the term
of any renewal options that the sublessor or the subtenant has the right to
exercise), (ii) such proposed sublease does not otherwise constitute a Long Term
Sublease, and (iii) the term of such sublease is proposed to commence at any
time during the period of two (2) years from the date that the construction of
the Building reaches the Fourth Construction Milestone Stage, then (I) Tenant
shall give (or shall cause the Permitted Occupant to give) to Landlord a
Recapture Statement in respect thereof in accordance with Section 12.6(C) hereof
as if such proposed sublease constituted a Long Term Sublease, and (II) Landlord
shall have the right to consummate a Sublease Recapture in respect of such
sublease in accordance with the terms of Section 12.6(C) hereof, except that if
Landlord exercises Landlord's rights to consummate a Sublease Recapture for the
applicable portion of the Premises that Tenant (or such Permitted Occupant)
intends to demise under such sublease, then

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Landlord (or Landlord's designee) shall sublease the applicable portion of the
Premises from Tenant (or the applicable Permitted Occupant) on the terms set
forth in the Recapture Statement (it being understood that if Landlord (or
Landlord's designee) so subleases the Recapture Space from Tenant (or the
applicable Permitted Occupant), then (i) this Lease shall remain in effect for
the applicable Recapture Space (and, accordingly, Tenant shall remain obligated
to pay to Landlord, for the term of such sublease to Landlord, the Rental due
hereunder for the Recapture Space), (ii) the subtenant's default under such
sublease shall not constitute an Event of Default hereunder (and, accordingly,
any rental that the subtenant under such sublease fails to pay to Tenant (or the
applicable Permitted Occupant) when due shall be offset against the Rental due
from Tenant to Landlord hereunder), (iii) Tenant shall pay (or shall cause to be
paid) to Landlord any portion of Sublease Profit that derives from such sublease
to which Landlord is entitled under Section 12.7 hereof, and (iv) Tenant shall
not be required to otherwise make the payments described in Section 12.6(C)
hereof for the amount of the excess of the Rental due hereunder over the rental
payable under the terms set forth in the Recapture Statement).

                    (B) Subject to Section 12.4 hereof, if (w) a Qualifying
Subtenant proposes to assign the subtenant's interest under a sublease for all
or a portion of the Premises, (x) such sublease does not otherwise constitute a
Long Term Sublease, (y) the term of such sublease extends (or could extend) for
a term of ten (10) years or more, and (z) the term of such sublease commences at
any time during the period of two (2) years from the date that the construction
of the Building reaches the Fourth Construction Milestone Stage, then (i) Tenant
shall cause the applicable Qualifying Subtenant to give to Landlord a
Subleasehold Assignment Statement in respect of such assignment (as if such
sublease constituted a Long Term Sublease), and (ii) Landlord shall have the
right to consummate a Subleasehold Assignment Recapture in respect thereof,
except that if Landlord exercises Landlord's rights to consummate a Subleasehold
Assignment Recapture for the applicable portion of the Premises, then Landlord
(or Landlord's designee) shall take the subtenant's interest under the
applicable sublease by assignment on the terms set forth in the applicable
Subleasehold Assignment Statement (it being understood that if Landlord (or
Landlord's designee) so takes by assignment the subtenant's interest under the
applicable sublease, then (i) this Lease shall remain in effect for the
applicable Subleasehold Assignment Space (and, accordingly, Tenant shall remain
obligated to pay to Landlord, for the term of such sublease, the Rental due
hereunder for the Subleasehold Assignment Space), (ii) the subtenant's default
under such sublease shall not constitute an Event of Default hereunder (and,
accordingly, any rental that the subtenant under such sublease fails to pay to
Tenant (or the applicable Permitted Occupant) when due shall be offset against
the Rental due from Tenant to Landlord hereunder), and (iii) Tenant shall pay
(or shall cause to be paid) to Landlord any portion of Sublease Profit that
derives from such sublease to which Landlord is entitled under Section 12.7
hereof).

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                                   ARTICLE 13
                                  ELECTRICITY

      Section 13.1 Tenant shall at all times comply with the rules, regulations,
terms and conditions applicable to service, equipment, wiring and requirements
of the utility company supplying electricity to the Building. Landlord shall not
be liable in any way to Tenant for any failure or defect in the supply or
character of electric service furnished to the Premises (including, without
limitation, the electricity to be provided by Landlord pursuant to Section 13.3
hereof) by reason of any requirement, act or omission of the utility company
serving the Building or for any other reason not attributable to the negligence
or wilful misconduct of Landlord or Landlord's employees acting within the scope
of their employment.

      Section 13.2 Subject to Section 13.3 hereof, Tenant, at Tenant's sole cost
and expense, shall contract directly with the utility company serving the
Building to obtain electricity for the Premises; provided, however, that Tenant
shall have the right to contract directly with any other supplier of electricity
if Tenant's doing so does not have a material and adverse effect on the electric
service available to any portion of the Building other than the Premises.
Landlord shall have no obligation to provide any electricity for the Premises or
Tenant's use and occupancy thereof, but Landlord shall maintain throughout the
Term (i) the demand load electrical capacity per rentable square foot for the
Premises at the capacity which is required to be initially made available to the
Premises per rentable square foot as part of the Work in accordance with the
terms of Article 22 hereof (the "Base Capacity"), and (ii) the Building Systems
that deliver the Base Capacity to the Premises. Tenant shall have the right to
perform Alterations (in accordance with Article 3 hereof) to allocate the Base
Capacity within the Premises as Tenant desires (with the understanding, however,
that Tenant shall not have the right to perform Alterations to unreasonably
allocate the Base Capacity from a portion of the Premises in respect of which
Tenant then has a reasonable expectation will constitute Recapture Space or
Subleasehold Assignment Space). Tenant shall not use any electrical equipment
which, in Landlord's reasonable judgment, would result in Tenant's use of
electricity exceeding the Base Capacity. If (x) in Landlord's reasonable
judgment, Tenant's use of electricity exceeds the Base Capacity, and (y)
Landlord gives Tenant notice thereof, then Tenant, within five (5) Business Days
after Landlord gives such notice, shall either (i) cease such use of such excess
capacity, or (ii) request that Landlord make available to Tenant additional
electrical capacity (specifying the amount of additional capacity that Tenant
reasonably requires). In addition, Tenant, at any time after the fifth (5th)
anniversary of the Last Commencement Date, may request that Landlord make
available additional electrical capacity to Tenant for the future electrical
requirements that Tenant then reasonably anticipates. Any such request made by
Tenant for additional electrical capacity shall not be effective for purposes
hereof unless Tenant includes therewith a report, issued by a reputable and
independent electrical consultant, at Tenant's sole cost and expense, which
outlines in reasonable detail Tenant's additional electrical requirements.
Subject to the terms of this Section 13.2, Landlord shall make available to
Tenant the additional electrical capacity as reasonably requested by Tenant to
the extent that such additional electrical capacity is available in the Building
or is reasonably obtainable from the utility company; provided, however, that
Landlord (or the Condominium Association) shall at all times be entitled to
maintain a reasonable reserve of electrical capacity (taking into account the
anticipated electrical needs of present and prospective occupants of the
Building) through the then existing risers and electrical equipment at the
Building and shall not be required to make available to Tenant any such reserve
electrical capacity. If making such additional electrical capacity available to
Tenant necessitates

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the installation of an additional riser or any other proper and necessary
equipment, including, without limitation, any switchgear, then Landlord shall
perform such installation with reasonable diligence and in accordance with good
construction practice. Any such installation shall be made at Tenant's sole cost
and expense, based on actual out-of-pocket costs incurred by Landlord, and shall
be chargeable and collectible as additional rent and paid within thirty (30)
days after the rendition of a bill to Tenant therefor. Tenant shall also pay any
charges imposed by the utility company in connection with providing such
additional electrical capacity to the Building. Either party shall have the
right to submit a dispute between the parties under this Section 13.2 to an
Expedited Arbitration Proceeding.

      Section 13.3 If prior to the electrical meters for the Premises becoming
operational for the purpose of measuring Tenant's consumption of electricity in
such Deliverable Unit as contemplated by Section 13.2 hereof, Tenant enters upon
a Deliverable Unit or a portion thereof for the purpose of performing Initial
Alterations or to occupy such Deliverable Unit for the conduct of business, then
Tenant shall pay to Landlord a fee (the "Electricity Fee") in consideration of
Landlord furnishing electricity to such Deliverable Unit. Tenant shall make
arrangements with the utility company for the installation of direct meters as
promptly as reasonably practicable during Tenant's performance of the Initial
Alterations. The Electricity Fee shall only be payable with respect to the
period prior to the installation of such meters for the applicable Deliverable
Unit and such meters becoming operational. The Electricity Fee shall be
calculated at the rate per annum of (x) Seventy-Five Cents ($0.75) per square
foot of Rentable Area in such Deliverable Unit in which Tenant is performing its
Initial Alterations, and (y) Two Dollars ($2.00) per square foot of Rentable
Area in such Deliverable Unit that Tenant is occupying for the conduct of
business. Landlord shall render a bill to Tenant for the Electricity Fee from
time to time, but not more frequently than monthly, and Tenant shall pay such
Electricity Fee to Landlord, as additional rent, within thirty (30) days after
receipt of such bill. Tenant shall reimburse Landlord for the actual
out-of-pocket costs that Landlord incurs, during the period prior to such meters
becoming operational, in engaging personnel to operate or supervise the
electrical system in the Building to the extent attributable to Tenant's use of
electricity at times other than during the hours of 8:00 A.M. and 3:30 P.M. on
Business Days; provided, however, that such actual out-of-pocket costs shall not
include (and Tenant shall not be required to so reimburse Landlord for) the
costs that Landlord incurs in purchasing electrical current during such times
(it being the parties' intention that the cost of electrical current during such
times is included in the aforesaid rate per annum). Tenant shall make any such
reimbursement to Landlord within thirty (30) days after Landlord's request
therefor from time to time. Landlord shall include in Landlord's request for any
such reimbursement reasonable supporting documentation for the costs described
therein.

      Section 13.4 (A) Subject to the terms of this Section 13.4, Landlord shall
cooperate reasonably with Tenant in connection with Tenant's making arrangements
to participate in any incentive programs provided at any time and from time to
time by the utility company serving the Building (or such other supplier of
electricity with which Tenant contracts as contemplated by Section 13.2 hereof).
Landlord shall cooperate reasonably with Tenant in arranging Tenant's
participation in any such incentive programs in a manner that allows Tenant to
realize the entire benefit thereof. Tenant shall pay to Landlord an amount equal
to the out-of-

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pocket costs incurred by Landlord in so cooperating with Tenant, within thirty
(30) days after Landlord's request therefor from time to time.

                                (B) Tenant shall cooperate reasonably with
Landlord, the Condominium Association or any other Person that occupies any
portion of the Building other than the Premises in connection with Landlord's
making, the Condominium Association making, or such other Person making,
arrangements to participate in any such incentive programs provided at any time
and from time to time by the utility company serving the Building, in a manner
that allows Landlord and the Condominium Association (or such other Person that
occupies the applicable portion of the Building) to realize the entire benefit
thereof. Landlord shall pay (or shall cause the Condominium Association or such
other Person to pay) to Tenant an amount equal to the out-of-pocket costs
incurred by Tenant in so cooperating with Landlord, the Condominium Association
or such other Person, within thirty (30) days after Tenant's request therefor
from time to time.

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                                  ARTICLE 14
                    ACCESS TO TENANT AREAS; UNTENANTABILITY

      Section 14.1 (A) Subject to the terms of this Section 14.1 and Section
14.3 hereof, Landlord and the Condominium Association, and the agents,
representatives, contractors, and employees of Landlord and the Condominium
Association, shall have the right to enter the Tenant Areas to examine the
Tenant Areas, or to show the Tenant Areas to prospective purchasers, or existing
or prospective Mortgagees or Lessors, in either case on not less than five (5)
Business Days of advance notice to Tenant (which notice may be given orally to a
responsible person employed by Tenant with whom Landlord or Landlord's agent
ordinarily has day-to-day contact regarding the operation of the Premises),
during Tenant's ordinary operating hours and at times reasonably designated by
Tenant (any such entry into the Tenant Areas as contemplated by this sentence
being referred to herein as an "Inspection Access"). In addition, subject to the
terms of this Section 14.1 and Section 14.3 hereof, each of Landlord and the
Condominium Association and their respective agents, representatives,
contractors, and employees shall have the right to enter the Tenant Areas, upon
at least seven (7) Business Days of advance notice to Tenant (which may be given
orally as aforesaid), and during hours that are not Tenant's ordinary operating
hours and that are reasonably designated by Tenant, for the purpose of
performing (x) repairs or other installations in the Building (including,
without limitation, (I) the Work, (II) repairs or other installations that are
required to comply with applicable Requirements, and (III) the installations
described in Section 14.1(C) hereof), or (y) repairs on behalf of Tenant as
contemplated by Section 4.1 hereof; provided, however, that (a) if an Emergency
exists, then (I) Landlord shall only be required to give such advance notice to
the extent reasonably practicable, and (II) Landlord shall not be precluded from
entering the Tenant Areas during Tenant's ordinary operating hours (any such
entry into the Tenant Areas as contemplated by this sentence being referred to
herein as a "Work Access") (it being understood, however, that if an Emergency
exists, then Landlord, to the extent practicable under the circumstances, shall
comply with reasonable Emergency notification procedures theretofore established
by Tenant in a notice given to Landlord), and (b) if Landlord requires Work
Access to a Long Lead Area, then Landlord shall be required to give Tenant at
least ten (10) Business Days of advance notice thereof, unless an Emergency
exists, in which case the provisions of clause (a) above shall apply. As used
herein, the term "Long Lead Area" shall mean portions of the Premises designated
from time to time by Tenant on not less than thirty (30) days of advance notice
to Landlord; provided, however, that in no event shall the Long Lead Area be
comprised of more than fifty thousand (50,000) square feet of Rentable Area.
Nothing contained in this Section 14.1(A) limits the provisions of Section
22.7(C) hereof. Subject to Section 14.5 hereof, Landlord and the Condominium
Association (and their respective agents, representatives, contractors, and
employees) shall be allowed to take all material into and upon the Tenant Areas
that may be reasonably required in connection with any Work Access without the
same constituting an eviction or constructive eviction of Tenant in whole or in
part and the Fixed Rent (and any other item of Rental) shall not abate while
said repairs, alterations, improvements, additions or restorations are being
made, by reason of loss or interruption of business of Tenant, or otherwise.
Tenant shall not be required to permit an Inspection Access into portions of the
Premises that Tenant designates from time to time as an area (a) to which Tenant
otherwise limits access to only particular employees who have a particular need
to gain access to the materials or equipment stored in such area, and (b)
contains materials or equipment in respect of which Tenant has a substantial
interest in limiting access thereto (any such area designated by Tenant from
time to time being referred to

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herein as a "Secure Area"); provided, however, that in no event shall the
aggregate Rentable Area of the Secure Areas exceed sixteen percent (16%) of the
Rentable Area of the Premises.

                    (B) Subject to Section 10.3 hereof, any work performed or
installations made pursuant to this Article 14 shall be made with due diligence
and otherwise pursuant to the provisions of Section 4.1 hereof and Section 4.3
hereof. Landlord shall (i) promptly repair any damage to the Tenant Areas,
Alterations or Tenant's Property (including, without limitation, any finish work
in the Premises) caused by the work or installations in the Tenant Areas as
described in Section 14.1(A) hereof or as described in Section 14.1(C) hereof,
(ii) take reasonable care to safeguard the affected portion of the Tenant Areas
and Tenant's Property, (iii) upon completion of such activity, restore the
portion of the Tenant Areas that is the subject of such activity to
substantially the condition existing before such activity, and (iv) not cause a
reduction in the Usable Area of the Premises beyond a de minimis amount.

                    (C) Subject to the terms of this Section 14.1(C) and Section
14.1(E) hereof, Tenant shall permit (i) the Condominium Association, (ii)
Landlord, (iii) other occupants of the Building, and (iv) utility companies
serving the Building to install, use and maintain concealed ducts, pipes and
conduits in and through the Tenant Areas. Subject to the terms of this Section
14.1(C), such Persons shall not have the right to install any such ducts, pipes
or conduits in the Premises as contemplated by this Section 14.1 unless (a) no
space in the Building core and shaft space is reasonably available and usable
therefor on a commercially reasonable basis, (b) the installation of any such
ducts, pipes or conduits, and the use thereof, does not have a material and
adverse effect on Tenant's Alterations (including, without limitation, the
aesthetics thereof), or Tenant's use and occupancy of the Premises for the
conduct of Tenant's business, and (c) such ducts, pipes or conduits comply with
the requirements set forth in the Work Exhibit with respect to ducts, pipes and
conduits being installed as part of the Work. Landlord shall have the right to
install electrical conduit through the Premises to accommodate any lighting
apparatus that Landlord installs to highlight the exterior of the Building, to
the extent that (i) Landlord reasonably requires to route such electrical
conduit through the Premises, and (ii) Landlord installs such electrical conduit
in a manner that minimizes to the extent reasonably practicable any adverse
impact on the Alterations; provided, however, that (x) Tenant shall have the
right to approve the route that Landlord intends to use for Landlord's
installation of such conduit, which approval Tenant shall not unreasonably
withhold, condition or delay, and (y) Tenant, at Tenant's sole cost and expense,
shall have the right, during the Term, to perform an Alteration to relocate such
electrical conduit in a manner that otherwise complies with Article 3 hereof, to
the extent that such relocation does not have any material and adverse effect on
such lighting apparatus or the operation thereof. If Landlord exercises
Landlord's aforesaid right to install electrical conduit through the Premises to
accommodate such lighting apparatus, then Landlord and Tenant shall consult with
each other in good faith to design such installation in a manner that satisfies
the requirements of each party. Nothing contained in this Section 14.1(C) shall
modify any of Landlord's obligations in respect of the ducts, pipes or conduits
that Landlord is installing as part of the Work. Any pipes, ducts, or conduits
installed in or through the Premises pursuant to this Section 14.1(C) shall (i)
be concealed behind, beneath or within partitioning, columns, ceilings or floors
located or to be located in the Premises, (ii) be located in close proximity to
the core of the Building located on the applicable floor of the Premises (taking
into account the visibility of

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such pipes, ducts, or conduits from the finished portions of such Premises and
the aesthetics thereof), (iii) be furred at points immediately adjacent to
partitioning columns or ceilings located or to be located in the Premises, and
(iv) not reduce the Usable Area of the Premises beyond a de minimis amount when
completed. Landlord shall not exercise Landlord's rights under this Section 14.1
after the Commencement Date for each Deliverable Unit to install any wet pipes
in, over or under Tenant's computer, telecommunications, or broadcast-related
areas (collectively, "Sensitive Areas"), unless (x) such location is the only
practical and available location therefor, and (y) Landlord takes all necessary
steps (in accordance with good construction practice) to protect the applicable
Sensitive Area. If any wet pipes are located over any area which are
subsequently designated by Tenant as Sensitive Areas, then Tenant, at Tenant's
sole cost and expense, shall have the right to relocate such wet pipes to a
suitable alternate location, in accordance with good construction practice and
otherwise in accordance with the provisions of Article 3 hereof, and subject to
Landlord's prior approval thereof (which approval Landlord shall not
unreasonably withhold, condition or delay). All costs and expenses in connection
with any installation pursuant to this Section 14.1(C) (other than Tenant's
aforesaid relocation of wet pipes), including the costs for repairing and
restoring any portions of the Premises affected by any such installation, shall
be borne by Landlord, if performed by Landlord (subject in each case to
recoupment by Landlord to the extent provided in Article 26 hereof).

                    (D) Subject to the terms of this Section 14.1(D), Landlord,
during the Term, shall have the right to install elevator pits or escalator pits
(or both elevator pits and escalator pits) through the floor slab above the
Lower Level Space on Lower Level 2 of the Building to the extent reasonably
necessary to service Lower Level 1 of the Building. Landlord shall not have the
right to install such elevator pits or escalator pits in the portions of the
Lower Level Space on Lower Level 2 of the Building designated as space "C" and
space "D" on the Schematic Drawing for Lower Level 2 of the Building (the Lower
Level Space, other than such space "C" and space "D", being collectively
referred to herein as the "Permitted Pit Areas"). Landlord shall make any such
installation of an elevator pit or an escalator pit in accordance with the terms
of this Section 14.1 that apply to a Work Access, except that Landlord shall be
required to give Tenant at least forty-five (45) days of advance notice thereof.
Landlord acknowledges that the provisions of Section 14.1(B) hereof apply in
respect of Landlord's right to install elevator pits and escalator pits in the
Permitted Pit Area as contemplated by this Section 14.1(D).

                    (E) Subject to the terms of this Section 14.1(E), Landlord
shall not install, or permit to be installed, any wet pipes (including, without
limitation, kitchen drains and grease traps) or any slab penetrations above the
portions of the Lower Level Space on Lower Level 2 of the Building shown as
space "A", space "B", and space "C" on the Schematic Drawing for Lower Level 2
of the Building. This Section 14.1(E) shall not result in Landlord being
responsible for any such wet pipes or slab penetrations installed by Tenant or
any other Person claiming by, through or under Tenant. This Section 14.1(E)
shall only apply during the period that Tenant (or another Permitted Occupant)
uses such space "A", space "B" or space "C" for a purpose that reasonably
requires Tenant to avoid wet pipes or slab penetrations therein (it being
understood that Tenant's use of such spaces for Tenant's UPS system, Tenant's
electrical switchgear or Tenant's telecommunications equipment shall constitute
a use in respect of which Tenant has a reasonable requirement to avoid wet pipes
and slab perforations therein). This

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Section 14.1(E) shall not limit Landlord's right to install a waterproof
escalator or elevator pit in such space "A", and a drain for such escalator or
elevator pit, provided that such drain is not used for pressurized water.

      Section 14.2 During the period of twenty-four (24) months prior to the
Expiration Date, Landlord may exhibit, during Tenant's regular business hours,
the Premises (other than Secure Areas) to prospective tenants thereof in a
manner that minimizes to the extent reasonably practicable interference with
Tenant's use and occupancy of the Premises, provided Tenant shall be given in
each case not less than three (3) Business Days of advance notice (which notice
may be given orally to a responsible person employed by Tenant with whom
Landlord or Landlord's agent ordinarily has day-to-day contact regarding the
operation of the Premises).

      Section 14.3 Notwithstanding anything to the contrary contained herein,
neither Landlord nor the Condominium Association (nor their respective agents,
representatives, contractors and employees) shall enter the Premises unless a
representative of Tenant is present; provided, however, that such entry may
occur without a representative of Tenant being present to the extent that the
occurrence of an Emergency requires such entry to occur on a more immediate
basis, or if Tenant fails to make such representative available on at least
seven (7) Business Days of advance notice to Tenant (or on at least ten (10)
Business Days of advance notice in connection with Work Access to a Long Lead
Area, as the case may be) (which notice in either case may be given orally as
provided in Section 14.1(A) hereof). Subject to Sections 4.1, 4.3 and 10.3
hereof, Landlord shall (a) use (and Landlord shall cause the Condominium
Association, and the agents, representatives, contractors and employees of
Landlord and the Condominium Association to use) reasonable care under the
circumstances to avoid damage to the Premises, Alterations, or Tenant's Property
(including without limitation, any finish work in the Premises) in connection
with any such entry into the Premises and (b) repair any such damage with
reasonable diligence in accordance with good construction practice, and
otherwise in conformity with the Building Standard.

      Section 14.4 Subject to the terms of this Section 14.4, each of Landlord
and the Condominium Association shall have the right, at any time, without the
same constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor, upon not less than fifteen (15) days of prior
notice to Tenant, to change the arrangement or location of entrances or
passageways, doors and doorways, corridors, elevators, stairs, toilets, or other
public parts of the Building and, subject to Articles 39 and 40 hereof, to
change the name, number or designation by which the Building (other than the
Premises) is commonly known. Landlord shall not have the right to change the
arrangement or location of the Premises Elevators or the Exclusive Lobby Area
pursuant to this Section 14.4 (with the understanding, however, that Landlord
retains the right to change the Exclusive Lobby Area and the Premises Elevators
to the extent otherwise expressly set forth herein). Neither Landlord nor the
Condominium Association shall have the right to make any such change to the
entrances, passageways, doors, elevators, stairs, toilets or other public parts
of the Building as contemplated by this Section 14.4 to the extent that such
change (a) unreasonably reduces, interferes with or deprives Tenant of access to
or egress from the Building or the Premises, (b) reduces the Rentable Area of
the Premises (except by a de minimis amount), (c) otherwise unreasonably affects
any other rights of Tenant

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under this Lease, or (d) adversely affects Tenant's Alterations or the use
thereof in any material respect. All parts (except surfaces facing the interior
of the Premises) of all walls, windows and doors bounding the Premises
(including exterior Building walls, exterior core corridor walls, exterior doors
and entrances), all balconies, terraces and roofs adjacent to the Premises, all
space in or adjacent to the Premises used for shafts, stacks, stairways, chutes,
pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other
mechanical facilities, service closets and other Building facilities are not
part of the Premises, and each of Landlord, the Condominium Association and
other occupants of the Building shall have the use thereof, as well as
reasonable access thereto through the Premises for the purposes of operation,
maintenance, alteration and repair, in either case as provided in Section 14.1
hereof; provided, however, that nothing contained in this Section 14.4 limits
Tenant's rights as expressly set forth herein (including, without limitation,
Tenant's rights under Sections 2.5 and 2.11 hereof). Landlord shall not have the
right to gain (and Landlord shall not permit the Condominium Association to
gain) access to the rooms on Lower Level 2 of the Building that contain the
Building Systems that constitute telephone or electrical systems through the
Lower Level Space on Lower Level 2 of the Building (it being understood that
Landlord shall gain access to such rooms through corridors that are demised
separately from the Lower Level Space on Lower Level 2 of the Building);
provided, however, that Landlord shall have the right to install access doors
that comply with applicable Requirements to provide Emergency egress from such
rooms into the Lower Level Space on Lower Level 2 of the Building (it being
understood that to the extent permitted by applicable Requirements, Landlord
shall install on any such doors an appropriate alarm mechanism to deter the use
of such doors except in the case of an Emergency).

      Section 14.5 Subject to the terms of this Section 14.5, if:

            (1) Landlord (i) performs any alterations, restorations, work,
      installation, or repair in the Building or the Premises (other than (a)
      any such alteration, restoration, work, installation or repair that
      Landlord performs in accordance with the terms hereof on Tenant's behalf
      by reason of Tenant's failure to perform such alterations, restorations,
      work, installation or repair, and (b) any restoration of the Landlord
      Restoration Items after the occurrence of a fire or other casualty), or
      (ii) fails to perform any of its obligations hereunder (including, without
      limitation, (a) Landlord's failure to perform Landlord's obligations to
      provide the services described in Article 27 hereof, and (b) any such
      failure that derives from an Unavoidable Delay) (any circumstance of the
      nature described in this clause (1) being referred to herein as an
      "Abatement Event"),

            (2) the Abatement Event occurs from and after the Rent Commencement
      Date for the applicable Deliverable Unit, and

            (3) the Abatement Event has a material and adverse effect on
      Tenant's ability to operate its business in the Premises (or a portion
      thereof) during a substantial portion of Tenant's primary business hours
      on a particular Business Day (any such Business Day being referred to
      herein as an "Interference Day"; the Premises, or the portion thereof with
      respect to which the Abatement Event has a material and adverse effect on
      Tenant's ability to operate its business therein, as the case may be,
      being referred to herein as the "Interference Area"),

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then Tenant shall be entitled to a credit to apply against the Rental otherwise
due hereunder in an amount equal to the product obtained by multiplying (w) the
Abatement Percentage, by (x) the quotient obtained by dividing (a) the Rent Per
Square Foot, by (b) Three Hundred Sixty-Five (365), by (y) the number of square
feet of Rentable Area in the Interference Area, by (z) either (i) the number of
Business Days in the period beginning on the sixth (6th) consecutive Business
Day that constitutes an Interference Day and ending on the day immediately
preceding the first subsequent Business Day that is not an Interference Day, or
(ii) the excess of the number of Interference Days in any particular period of
twenty (20) consecutive Business Days over five (5), as the case may be. Tenant
acknowledges that the utility company's failure to provide electricity, gas,
steam or other similar service shall not constitute the basis for an Abatement
Event. As used herein, the term "Abatement Percentage" shall mean fifty percent
(50%), except that if Tenant does not use the Interference Area for the
operation of Tenant's business on an Interference Day solely by reason of the
occurrence of the applicable Abatement Event, then the Abatement Percentage in
respect of such Interference Day shall be one hundred percent (100%). Either
party shall have the right to submit a dispute between the parties regarding the
Rental credit described in this Section 14.5 to an Expedited Arbitration
Proceeding.

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                                  ARTICLE 15
                           CERTIFICATE OF OCCUPANCY

      Section 15.1 Subject to the terms of this Section 15.1, Landlord, at
Landlord's sole cost and expense, shall obtain the Zero Occupancy Certificate of
Occupancy for each Deliverable Unit on or prior to the one hundred twentieth
(120th) day after the Commencement Date therefor; provided, however, that if
Tenant interferes with Landlord's obtaining a Zero Occupancy Certificate of
Occupancy on or prior to such date, then (i) Landlord's aforesaid obligation to
obtain the Zero Occupancy Certificate of Occupancy shall be extended for the
number of days of delay caused by Tenant's aforesaid interference, and (ii)
Tenant, at Tenant's sole cost and expense, shall take such steps to remove the
cause of such interference as promptly as reasonably practicable and in
accordance with good construction practice. If a Zero Occupancy Certificate of
Occupancy obtained by Landlord pursuant to this Section 15.1 constitutes a
temporary certificate of occupancy, then (x) Landlord shall cause such Zero
Occupancy Certificate of Occupancy to be renewed from time to time prior to the
expiration thereof, and (y) Tenant, in the course of the performance of Tenant's
Alterations, shall not interfere therewith. If Landlord fails to so obtain the
Zero Occupancy Certificate of Occupancy for a Deliverable Unit on or prior to
the one hundred twentieth (120th) day after the Commencement Date therefor (or
such later date, as aforesaid), then Tenant shall be entitled to a credit
against the Fixed Rent otherwise due hereunder in an amount equal to the Fixed
Rent that accrues hereunder in respect of such Deliverable Unit for the period
commencing on the one hundred twentieth (120th) day after the Commencement Date
therefor (or such later date, as aforesaid) and ending on the day immediately
preceding the date that Landlord obtains such Zero Occupancy Certificate of
Occupancy. After the Initial Alterations have been completed to the extent
required under Requirements to enable Tenant to obtain a temporary or permanent
certificate of occupancy for the Initial Alterations, Tenant shall obtain such a
certificate of occupancy covering the Premises and permitting the Premises to be
used for Tenant's purposes. Landlord shall not be required to obtain a Zero
Occupancy Certificate of Occupancy for a particular Deliverable Unit from and
after the date that Tenant obtains a permanent or temporary certificate of
occupancy for such Deliverable Unit; provided, however, that Landlord's being
relieved of Landlord's obligation to obtain such Zero Occupancy Certificate of
Occupancy shall not diminish Landlord's obligation to perform the Work in
accordance with the terms hereof. Following its issuance, Landlord shall not
cause such permanent or temporary certificate of occupancy to be amended or
modified at any time during the Term so as to cause Tenant's use or occupancy of
the Premises in accordance with the terms of this Lease to violate such
certificate of occupancy. Tenant shall obtain any amendments to such certificate
of occupancy that are required by reason of any Alterations that Tenant performs
after the Initial Alterations. No certificate of occupancy obtained by Landlord
or Tenant, nor any provision of this Lease, nor any act or omission of Landlord,
shall be deemed to constitute a representation or warranty that the Premises, or
any part thereof, lawfully may be used or occupied for any particular purpose or
in any particular manner.

      Section 15.2 Subject to Section 6.3(B) hereof, Tenant shall not at any
time use or occupy the Premises in violation of the certificate of occupancy
issued for the Premises, except to the extent that (i) Tenant obtains the
appropriate permit from the applicable Governmental Authority to use the
Premises on a temporary basis in violation of such certificate of occupancy, and
(ii) such use of the Premises is otherwise permitted hereunder. If any
Governmental Authority hereafter contends or declares by notice, violation,
order or in any other manner whatsoever that the Premises are used for a purpose
which is a violation of such certificate of

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occupancy, then, subject to Section 6.3(B) hereof, Tenant, upon notice from
Landlord or any Governmental Authority, shall immediately discontinue such use
of the Premises. Tenant shall have the right, at Tenant's sole cost and expense,
on prior notice to Landlord and subject to any then pending applications, to
amend the certificate of occupancy from time to time in effect for the Premises,
provided that (i) any such amendment is accomplished in accordance with all
Requirements, (ii) any such amendment does not permit any use of the Premises
not permitted under this Lease, and (iii) any such amendment does not materially
and adversely affect any portion of the Building other than the Premises, or the
use of such other portions of the Building. Landlord, at Tenant's sole cost and
expense, shall reasonably cooperate with Tenant's efforts under this Section
15.2.

                                  ARTICLE 16
                                    DEFAULT

      Section 16.1 Each of the following events shall be an "Event of Default"
hereunder:

                    (A) If Tenant defaults in the payment when due of (x) any
monthly installment of Fixed Rent or Escalation Rent and such default continues
for three (3) Business Days after notice of such default is given to Tenant, or
(y) any other payment of Rental and such default continues for ten (10) Business
Days after notice of such default is given to Tenant; or

                    (B) if the entire Premises become abandoned for sixty (60)
days (it being understood that Tenant's mere vacating of the Premises shall not
constitute an Event of Default); or

                    (C) if Tenant's interest in this Lease or any portion
thereof devolves upon or passes to any Person, whether by operation of law or
otherwise, except as expressly permitted under Article 12 hereof; or

                    (D) (1) Tenant is generally not paying its debts as such
debts become due (unless such debts are the subject of a bona fide dispute)
(within the meaning of Section 303(h)(1) of the Bankruptcy Code); or

                          (2)   if Tenant commences or institutes any case,
proceeding or other action (A) seeking relief on its behalf as debtor, or to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (B) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property; or

                          (3)   if Tenant makes a general assignment for the
benefit of creditors; or

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                          (4)   if any case, proceeding or other action is
commenced or instituted against Tenant (A) seeking to have an order for relief
entered against it as debtor or to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts under
any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property, which in either of such
cases (i) results in any such entry of an order for relief, adjudication of
bankruptcy or insolvency or such an appointment or the issuance or entry of any
other order having a similar effect, and (ii) remains undismissed or unstayed
for a period of one hundred twenty (120) days; or

                          (5)   if any case, proceeding or other action
seeking monetary relief in excess of Twenty Million ($20,000,000) Dollars is
commenced or instituted against Tenant seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its property which results in the entry of an order for any
such relief which is not vacated, discharged, or stayed or bonded pending appeal
within sixty (60) days from the entry thereof; or

                          (6)   if Tenant takes any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clauses (2), (3), (4) or (5) above; or

                          (7)   if a trustee, receiver or other custodian is
appointed for any substantial part of the assets of Tenant which appointment
is not vacated or stayed within forty-five (45) days; or

                    (E) if Tenant defaults in the observance or performance of
any other term, covenant or condition of this Lease on Tenant's part to be
observed or performed and Tenant fails to remedy such default within thirty (30)
days after notice by Landlord to Tenant of such default, or, if such default is
of such a nature that it cannot with due diligence be completely remedied within
said period of thirty (30) days, Tenant does not commence within said period of
thirty (30) days, or thereafter diligently prosecute to completion, all steps
reasonably necessary to remedy such default; provided, however, that the period
during which Tenant has the right to remedy any such default pursuant to this
Section 16.1(E) shall not be extended beyond the initial period of thirty (30)
days to the extent that such default derives from (i) Tenant's failure to make a
payment of money, or any other event that derives from Tenant's lack of funds,
or (ii) weather conditions that are reasonably anticipatable by Tenant as to
frequency, duration and severity in their season of occurrence.

      Section 16.2 (A) If an Event of Default (i) described in Section 16.1(D)
hereof occurs, or (ii) described in Sections 16.1(A), (B), (C), or (E) occurs
and Landlord, at any time thereafter, at its option gives a notice to Tenant
stating that this Lease and the Term shall expire and terminate on the third
(3rd) Business Day after the date that Landlord gives Tenant such notice, then
this Lease and the Term and all rights of Tenant under this Lease shall expire
and terminate as if the date on which the Event of Default described in clause
(i) above occurred or

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the third (3rd) Business Day after the date of such notice, pursuant to clause
(ii) above, as the case may be, were the Fixed Expiration Date and Tenant
immediately shall quit and surrender the Premises, but Tenant shall nonetheless
be liable for all of its obligations hereunder, as provided for in Articles 17
and 18 hereof. Anything contained herein to the contrary notwithstanding, if
Landlord's right to so terminate this Lease is stayed by order of any court
having jurisdiction over any proceeding described in Section 16.1(D) hereof, 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 fails to assume Tenant's obligations under this Lease
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 fails to provide
adequate protection of Landlord's right, title and interest in and to the
Premises or adequate assurance of the complete and continuous future performance
of Tenant's obligations under this Lease as provided in Section 12.3(B) hereof,
then 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 Lease on five (5) Business Days of advance notice to Tenant,
Tenant as debtor-in-possession or said trustee and upon the expiration of said
period of five (5) Business Days this Lease shall cease and expire as aforesaid
and Tenant, Tenant as debtor-in-possession or said trustee shall immediately
quit and surrender the Premises as aforesaid.

                    (B) If an Event of Default described in Section 16.1(A)
hereof occurs, or this Lease is terminated as provided in Section 16.2(A)
hereof, then Landlord, without notice and to the extent permitted by
Requirements, may reenter and repossess the Premises using legal means and may
dispossess Tenant by summary proceedings or otherwise.

      Section 16.3 If, at any time, (i) Tenant is comprised of two (2) or more
Persons, or (ii) Tenant's obligations under this Lease have been guarantied by
any person other than Tenant, then the word "Tenant", as used in Section 16.1(D)
hereof, shall be deemed to mean any one or more of the Persons primarily or
secondarily liable for Tenant's obligations under this Lease. Any monies
received by Landlord from or on behalf of Tenant during the pendency of any
proceeding of the types referred to in Section 16.1(D) shall be deemed paid as
compensation for the use and occupancy of the Premises and the acceptance of any
such compensation by Landlord shall not be deemed an acceptance of Rental or a
waiver on the part of Landlord of any rights under Section 16.2 hereof.

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                                   ARTICLE 17
                              REMEDIES AND DAMAGES

      Section 17.1 (A) If any Event of Default occurs, and this Lease and the
Term shall expire and come to an end as provided in Article 16 hereof, then:

                          (1)   Tenant shall quit and peacefully surrender
the Premises to Landlord, and Landlord and its agents may re-enter the Premises
or any part thereof, without notice, either by summary proceedings, or by any
other legal action or proceeding, and may repossess the Premises and dispossess
Tenant and any other persons from the Premises and remove any and all of their
property and effects from the Premises; and

                          (2)   Landlord, at Landlord's option, may relet the
whole or any portion or portions of the Premises from time to time, either in
the name of Landlord or otherwise, to such tenant or tenants, for such term or
terms ending before, on or after the Expiration Date, at such rental or rentals
and upon such other conditions, which may include concessions and free rent
periods, as Landlord, in its sole discretion, may determine; provided, however,
that Landlord shall have no obligation to relet the Premises or any part thereof
and shall in no event be liable for refusal or failure to relet the Premises or
any part thereof, or, in the event of any such reletting, for refusal or failure
to collect any rent due upon any such reletting, and no such refusal or failure
shall operate to relieve Tenant of any liability under this Lease or otherwise
affect any such liability, and Landlord, at Landlord's option, may make such
repairs, replacements, alterations, additions, improvements, decorations and
other physical changes in and to the Premises as Landlord, in its sole
discretion, considers advisable or necessary in connection with any such
reletting or proposed reletting, without relieving Tenant of any liability under
this Lease or otherwise affecting any such liability; and

                          (3)   Tenant, on its own behalf and on behalf of
all persons claiming through or under Tenant, including all creditors, does
further hereby waive any and all rights which Tenant and all such persons might
otherwise have under any present or future law to redeem the Premises, or to
re-enter or repossess the Premises, or to restore the operation of this Lease,
after (a) Tenant has been dispossessed by a judgment or by warrant of any court
or judge, or (b) any re-entry by Landlord, or (c) any expiration or termination
of this Lease and the Term, whether such dispossession, re-entry, expiration or
termination is by operation of law or pursuant to the provisions of this Lease.
The words "re-enter," "re-entry" and "re-entered" as used in this Lease shall
not be deemed to be restricted to their technical legal meanings. In the event
of a breach or threatened breach by Tenant, or any persons claiming through or
under Tenant, of any term, covenant or condition of this Lease, Landlord shall
have the right to seek to enjoin such breach and the right to invoke any other
remedy allowed by law or in equity as if re-entry, summary proceedings and other
special remedies were not provided in this Lease for such breach. The right to
invoke the remedies hereinbefore set forth are cumulative and shall not preclude
Landlord from invoking any other remedy allowed at law or in equity.

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      Section 17.2 (A) If this Lease and the Term expires and comes to an end as
provided in Article 16 hereof, or by or under any summary proceeding or any
other action or proceeding, or if Landlord re-enters the Premises as provided in
Section 17.1 hereof, or by or under any summary proceeding or any other action
or proceeding, then, in any of said events:

                          (1)   Tenant shall pay to Landlord all Fixed Rent,
Escalation Rent and other items of Rental payable under this Lease by Tenant to
Landlord to the date upon which this Lease and the Term expires and comes to an
end or to the date of re-entry upon the Premises by Landlord, as the case may
be;

                          (2)   Tenant also shall be liable for and shall pay
to Landlord, as damages, any deficiency (referred to as "Deficiency") between
the Rental 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 clause (2) of Section 17.1(A)
for any part of such period (first deducting from the rents collected under any
such reletting all of Landlord's expenses in connection with the termination of
this Lease and Landlord's re-entry upon the Premises and with such reletting,
including, but not limited to, all repossession costs, brokerage commissions,
legal expenses, attorneys' fees and disbursements, alteration costs, and
contribution to work and other expenses of preparing the Premises for such
reletting; provided, however, that if Landlord pays a brokerage commission for a
reletting the term of which extends beyond the Expiration Date, then only the
portion of such commission that is allocable to the period of time that would
otherwise have constituted the unexpired portion of the Term may be so deducted
(it being understood that to determine the portion of such brokerage commission
that is allocable to such period of time, the amount of such brokerage
commission shall be amortized on a straight-line basis over the term of such
reletting)); any such Deficiency shall be paid in monthly installments by Tenant
on the days specified in this Lease for payment of installments of Fixed Rent;
Landlord shall be entitled to recover from Tenant each monthly Deficiency as the
same shall arise, and no suit to collect the amount of the Deficiency for any
month shall prejudice Landlord's right to collect the Deficiency for any
subsequent month by a similar proceeding; and

                          (3)   whether or not Landlord has collected any
monthly Deficiency as aforesaid, Landlord shall be entitled to recover from
Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further
Deficiency as and for liquidated and agreed final damages, a sum equal to the
amount by which the Rental for the period which otherwise would have constituted
the unexpired portion of the Term (commencing on the date immediately succeeding
the last date with respect to which a Deficiency, if any, was collected) exceeds
the then fair and reasonable rental value of the Premises for the same period,
both discounted to present worth at the Base Rate; if, before presentation of
proof of such liquidated damages to any court, commission or tribunal, the
Premises, or any part thereof, have been relet by Landlord to an independent
third party, in an arm's length transaction, 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
Premises so relet during the term of the reletting.

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                    (B) If the Premises, or any part thereof, are relet together
with other space in the Building, then the rents collected or reserved under any
such reletting and the expenses of any such reletting shall be equitably
apportioned for the purposes of this Section 17.2. Tenant shall in no event be
entitled to any rents collected or payable under any reletting, whether or not
such rents shall exceed the Fixed Rent reserved in this Lease. Nothing contained
in Article 16 hereof or this Article 17 shall be deemed to limit or preclude the
recovery by Landlord from Tenant of the maximum amount allowed to be obtained as
damages by any statute or rule of law, or of any sums or damages to which
Landlord may be entitled in addition to the damages set forth in this Section
17.2, except to the extent expressly set forth herein.

                                   ARTICLE 18
                                FEES AND EXPENSES

      Section 18.1 If an Event of Default has occurred and is continuing, then
Landlord may (1) as provided in Section 14.1 hereof, remedy such Event of
Default for the account of Tenant, or (2) make any reasonable expenditure or
incur any reasonable obligation for the payment of money, including, without
limitation, reasonable attorneys' fees and disbursements, in instituting,
prosecuting or defending any action or proceeding, and the cost thereof, with
interest thereon at the Applicable Rate, shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Landlord within thirty (30) days after
rendition of any bill or statement to Tenant therefor, together with copies of
relevant bills, receipts, invoices and other backup documentation in reasonable
detail, and proof of payment thereof, and if the Term has expired at the time of
making of such expenditures or incurring of such obligations, then such sums
shall be recoverable by Landlord as damages. Landlord shall incur only those
costs and expenses as are reasonably necessary under the circumstances and shall
receive no profit in connection therewith.

      Section 18.2 If Tenant fails to pay any installment of Fixed Rent,
Escalation Rent or any other item of Rental within ten (10) days after the date
that such payment is due, then Tenant shall pay to Landlord, in addition to such
installment of Fixed Rent, Escalation Rent or other item of Rental, as the case
may be, as additional rent, interest at the Applicable Rate on the amount
unpaid, computed from the date such payment was due to and including the date of
payment. If Landlord fails to pay any amount to Tenant hereunder within ten (10)
days after the date that such payment is due, then Landlord shall pay to Tenant,
in addition to such amount, interest at the Applicable Rate on the amount
unpaid, computed from the date such payment was due to and including the date of
payment. If (i) Landlord fails to pay any such amount to Tenant when due
hereunder, and (ii) such failure continues for thirty (30) days after Tenant
gives Landlord notice thereof, then Tenant shall have the right to offset such
amount against the Fixed Rent thereafter coming due hereunder, together with
interest thereon at the Applicable Rate from the date that such payment was due
to the date that Tenant so applies such amount the Fixed Rent; provided,
however, that in no event shall Tenant have the right to so offset more than
thirty percent (30%) of the Fixed Rent due hereunder for any particular calendar
month (with the understanding that any portion of such amount that Tenant does
not have the right to offset against the Fixed Rent in any particular month may
be offset against the Fixed Rent for a

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subsequent month, subject, however, to the aforesaid limit on Tenant's right to
offset any such amount against more than thirty percent (30%) of the Fixed Rent
due hereunder for any particular month). Nothing contained in this Section 18.2
limits Tenant's rights to offset against Rental as otherwise expressly set forth
herein.

      Section 18.3 (A) As used herein, the term "Landlord Default" shall mean a
default by Landlord in the performance of its obligations under this Lease (to
the extent expressly required to be performed by Landlord herein) to repair and
maintain the Premises (including, without limitation, the Premises Systems) or
the Shared Building Systems which (a) impairs Tenant's ability to use the
Premises for the normal conduct of its business (other than to a de minimis
extent), (b) poses a material threat of harm to persons, or (c) poses a material
and imminent threat to Tenant's Property; provided that, in any such instance,
Landlord's failure to repair or maintain the Premises (or the Premises Systems)
or the Shared Building Systems is not due directly or indirectly to any act or
omission by Tenant or the installation or maintenance of Alterations or the
repairs or maintenance of the Premises (or the Premises Systems) or the Shared
Building Systems by Tenant or Tenant's particular manner of use of the Premises.

                    (B) (1) If (i) a Landlord Default occurs, (ii) Tenant gives
Landlord notice thereof (which directs Landlord's attention to the provisions of
this Section 18.3) (it being understood that such notice may be given to
Landlord orally to the extent required by reason of the occurrence of an
Emergency), (iii) Landlord fails (I) within thirty (30) days after receipt of
such notice (or, in the case of an Emergency, such shorter period after delivery
of a notice (which may be telephonic), if any, as is reasonable under the
circumstances) to (x) cure the Landlord Default, or (y) initiate the cure
thereof (if the Landlord Default is of such a nature that it cannot with
reasonable diligence be cured within such period), or (II) to diligently take
all steps necessary to cure such Landlord Default (after Landlord so initiates
the cure of any such Landlord Default that cannot with reasonable diligence be
cured within such period), and (iv) such Landlord's Default may be cured by
actions taken within the Premises (or with respect to Premises Systems or Shared
Building Systems which in either case are immediately adjacent to the Premises),
then Tenant may (a) cure such Landlord Default for the account of Landlord, (b)
pay any third party (in all circumstances where such Landlord Default may be
cured by the payment of a fixed sum to a third party) as may be required to
effect the cure of the Landlord Default, or (c) make any reasonable expenditure
or incur any reasonable obligation for the payment of money, including, without
limitation, reasonable attorneys' fees and disbursements in instituting,
prosecuting or defending any action or proceeding, in order to cure such
Landlord Default. Tenant shall incur only those costs and expenses as are
reasonably necessary under the circumstances and shall receive no profit in
connection with its performance of such work. To the extent that Tenant incurs
any cost or expense in connection with curing a Landlord Default as aforesaid,
Tenant shall submit to Landlord copies of relevant bills, receipts, invoices and
other backup documentation, together with proof of payment thereof, and Landlord
shall reimburse Tenant for such costs, with interest thereon at the Applicable
Rate, within thirty (30) days after submission of such bills, receipts,
invoices, documentation and proof of payment. If Landlord fails to pay such
amount to Tenant on or prior to the thirtieth (30th) day after the date that
Tenant makes such submission to Landlord, then Tenant shall have the right to
offset against the Rental thereafter due hereunder an amount equal to such
payment due from Landlord to Tenant

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(including, without limitation, the aforesaid interest calculated at the
Applicable Rate, as provided in Section 18.2 hereof).

                    (C) Landlord and Tenant acknowledge and agree that an event
shall not constitute a Landlord's Default during the pendency of any legal
proceeding or arbitration regarding such event. Landlord shall retain the right
to cure any default of Landlord within the remaining applicable cure period set
forth in Section 18.3 hereof for any such default after such dispute has been
finally determined adversely to Landlord.

                    (D) Except as expressly provided in this Lease, all of
Tenant's rights and remedies under this Lease shall be cumulative and
non-exclusive, and no exercise by Tenant of any of its rights and remedies under
any provision of this Lease shall be deemed to limit the exercise by Tenant of
its rights and remedies under any other provision of this Lease. In the event of
a breach or threatened breach by Landlord of any term, covenant or condition of
this Lease, Tenant shall have the right to seek to enjoin such breach (except to
the extent expressly otherwise provided herein). The right to invoke the
remedies hereinbefore set forth are cumulative and shall not preclude Tenant
from invoking any other remedy allowed at law or in equity (except to the extent
expressly otherwise provided herein). Landlord acknowledges that if Landlord
defaults in respect of Landlord's obligation to construct the Work in accordance
with the Article 22 hereof, then the damages to which Tenant is entitled by
reason thereof may include, without limitation, an amount to compensate Tenant
for the diminution in the efficiency of the floor plan of the Premises for
Tenant's purposes.

                                   ARTICLE 19
                         NO REPRESENTATIONS BY LANDLORD

      Except as expressly set forth herein, Landlord and Landlord's agents and
representatives have made no representations or promises with respect to the
Building or the Premises and no rights, easements or licenses are acquired by
Tenant by implication or otherwise except as expressly set forth herein.
Landlord shall have no obligation to perform any work or make any installations
in order to prepare the Premises or the Building for Tenant's occupancy, and
Tenant shall accept the Premises in its "as is" condition on the Commencement
Date, except in each case as expressly provided in this Lease. Landlord shall
provide Tenant with a copy of any environmental survey prepared by or for a
Mortgagee that finances the construction of the Building, to the extent that
Landlord obtains a copy of such report from the Mortgagee or the consultant that
prepares such report.

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                                   ARTICLE 20
                                   END OF TERM

      Upon the expiration or earlier termination of this Lease, Tenant shall
quit and surrender to Landlord the Premises, vacant, broom clean, and otherwise
in compliance with the provisions of Article 3 hereof. Tenant expressly waives,
for itself and for any person claiming through or under Tenant, any rights which
Tenant or any such person may have under the provisions of Section 2201 of the
New York Civil Practice Law and Rules and of any successor law of like import
then in force in connection with any holdover summary proceedings which Landlord
may institute to enforce the foregoing provisions of this Article 20. Tenant
acknowledges that possession of the Premises must be surrendered to Landlord on
the Expiration Date. Tenant shall indemnify and save Landlord harmless from and
against all claims, losses, damages, liabilities, costs and expenses (including,
without limitation, attorneys' fees and disbursements) resulting from the delay
by Tenant in so surrendering the Premises, including, without limitation, (x)
any claims made by any succeeding tenant founded on such delay, or (y) any
damages sustained by Landlord by reason of Tenant's failure to deliver
possession of the Premises to Landlord; provided, however, that Tenant shall not
be so obligated to indemnify and save Landlord harmless unless Tenant fails to
surrender possession of the Premises within one hundred twenty (120) days after
the Expiration Date. If possession of the Premises is not surrendered to
Landlord on the Expiration Date, then, in addition to any other rights or
remedies Landlord may have hereunder or at law to obtain possession of the
Premises, Tenant shall pay to Landlord on account of use and occupancy of the
Premises for each month and for each portion of any month during which Tenant
holds over in the Premises after the Expiration Date, an amount equal to the
greater of (I) one hundred twenty-five percent (125%) of the Rental which was
payable under this Lease during the last month of the Term, and (II) the fair
market rent for the Premises; provided, however, that with respect to the period
from and after the forty-fifth (45th) day after the Expiration Date, said
monthly amount payable by Tenant to Landlord on account of use and occupancy of
the Premises shall be an amount equal to the greater of (I) one hundred fifty
percent (150%) of the Rental which was payable under this Lease during the last
month of the Term, and (II) the fair market rent for the Premises. Nothing
herein contained shall be deemed to permit Tenant to retain possession of the
Premises after the Expiration Date or to limit in any manner Landlord's right to
regain possession of the Premises through summary proceedings, or otherwise, and
no acceptance by Landlord of payments from Tenant after the Expiration Date
shall be deemed to be other than on account of the amount to be paid by Tenant
in accordance with the provisions of this Article 20. The provisions of this
Article 20 shall survive the Expiration Date.

                                   ARTICLE 21
                                 QUIET ENJOYMENT

      Landlord covenants that Tenant may peaceably and quietly enjoy the
Premises for the Term, subject, nevertheless, to the terms and conditions of
this Lease.

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                                   ARTICLE 22
                  CONSTRUCTION OF THE BUILDING AND THE PREMISES

      Section 22.1 (A) Subject to the terms of this Article 22, Landlord shall
use commercially reasonable diligent efforts to cause to be performed in a good
and workerlike manner, in accordance with the Building Standard and good
construction practice, and in compliance with all applicable Requirements, the
construction of the Building (i) in general conformity with the schematic
drawings listed in Exhibit 22.1 attached hereto and made a part hereof (such
drawings being collectively referred to herein as the "Schematic Drawings"), and
(ii) in conformity with the provisions described in the Work Exhibit (the
construction of the Building in a manner that complies with the requirements set
forth in clause (i) and clause (ii) above being referred to herein as the
"Work"; each particular component of the Work being referred to herein as a
"Work Component"). Landlord and Tenant acknowledge that the Schematic Drawings
constitute a preliminary design plan for the Building, and, accordingly,
Landlord shall have the right to construct the Building in a manner that results
in the Work not being in strict conformity with the Schematic Drawings;
provided, however, that Landlord shall not have the right to construct the
Building in a manner that (X) does not conform with the provisions described in
the Work Exhibit, or (Y) results in the basic perimeter footprint of each floor
of the Premises not being in compliance with the Schematic Drawings. Landlord
and Tenant shall confirm in writing the occurrence of the Commencement Date for
a particular Deliverable Unit within ten (10) days after the occurrence thereof
(with the understanding, however, that the parties' failure to execute and
deliver any such confirmation shall not affect the validity of the Commencement
Date for such Deliverable Unit). Landlord shall also construct the portion of
the Building that does not constitute a Tenant Area and that is located at or
above grade and below the Premises to the extent necessary so that the curtain
wall is installed thereon on or prior to the Rent Commencement Date that first
occurs (it being understood that Landlord shall not be required to have
installed the individual storefronts for the retail locations in the Building on
or prior to the Rent Commencement Date that first occurs). Landlord shall engage
a qualified and reputable construction company to perform the Work (it being
understood that Bovis LendLease constitutes a qualified and reputable
construction company for purposes hereof). Landlord shall not have the right to
engage as the construction company performing the Work the same construction
company that Tenant engages as the principal construction company performing the
Initial Alterations; provided, however, that (i) Landlord shall not be so
precluded from engaging Bovis LendLease as the construction company for the
Work, and (ii) Landlord shall not be so precluded from engaging any other
construction company to perform the Work unless, prior to the date that Landlord
engages such other construction company, Tenant gives Landlord a Construction
Notice to the effect that Tenant has engaged such construction company as the
principal construction company performing the Work.

                    (B) (1) Tenant shall have the right to give to Landlord,
within fifteen (15) Business Days after the date that Landlord delivers
possession of a Deliverable Unit to Tenant, a Construction Notice indicating
whether Tenant disputes the occurrence of the Commencement Date for such
Deliverable Unit on the date that Landlord delivered possession thereof to
Tenant. If Tenant fails to give such Construction Notice to Landlord within such
period of fifteen (15) Business Days, then the Commencement Date for such
Deliverable Unit shall be deemed to be the date that Landlord delivers
possession thereof to Tenant. If Tenant gives such Construction Notice to
Landlord within such period of fifteen (15) Business Days,

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then either Landlord or Tenant shall have the right to submit any dispute
between the parties with respect thereto to an Expedited Arbitration Proceeding.

                          (2)   Tenant shall have the right to give to
Landlord, within fifteen (15) Business Days after the date that Landlord
delivers possession of a Deliverable Unit to Tenant, a Construction Notice
identifying the items of the Pre-Delivery Work for such Deliverable Unit that
then remain incomplete or improperly performed in accordance with generally
accepted construction industry standards for work in buildings that conform with
the Building Standard (such items of the Pre-Delivery Work identified by Tenant
with respect to a particular Deliverable Unit being collectively referred to
herein as the "Pre-Delivery Punch List Items"). Landlord shall not be required
to perform any items of Pre-Delivery Work in the applicable Deliverable Unit
after the date that Landlord delivers possession thereof to Tenant unless Tenant
so identifies the Pre-Delivery Punch List Items within such period of fifteen
(15) Business Days; provided, however, that Landlord shall remain obligated to
complete or repair items of the Pre-Delivery Work in such Deliverable Unit which
Tenant could not be reasonably expected to discover in reasonably inspecting
such Deliverable Unit during such period of fifteen (15) Business Days (such
items of the Pre-Delivery Work in such Deliverable Unit which Tenant could not
be reasonably expected to discover, as aforesaid, being collectively referred to
herein as the "Pre-Delivery Latent Items"). Landlord and Tenant shall each have
the right to submit to an Expedited Arbitration Proceeding any dispute between
the parties regarding the Pre-Delivery Punch List Items or the Pre-Delivery
Latent Items.

                          (3)   Landlord shall proceed to complete or repair
the Pre-Delivery Punch List Items (to the extent that Landlord is obligated to
perform such items of Pre-Delivery Work hereunder) promptly after the date that
Tenant gives to Landlord a Construction Notice thereof as contemplated by
Section 22.1(B)(2) hereof. Landlord shall complete or repair the Pre-Delivery
Latent Items promptly after the date that Tenant gives to Landlord a
Construction Notice describing in reasonable detail the applicable Pre-Delivery
Latent Item. Landlord shall perform the Pre-Delivery Punch List Items (to the
extent that Landlord is obligated hereunder to perform such Pre-Delivery Punch
List Items) and the Pre-Delivery Latent Items with reasonable diligence, and in
accordance with good construction practice, and shall coordinate Landlord's
required access to the applicable Deliverable Unit with Tenant or Tenant's
contractors and shall use reasonable measures to minimize disruption to Tenant
in connection therewith.

                          (4)   If (i) Tenant identifies (A) a Pre-Delivery
Punch List Item in accordance with Section 22.1(B)(2) hereof, or (B) a
Pre-Delivery Latent Item in accordance with Section 22.1(B)(3) hereof, (ii) such
Pre-Delivery Punch List Item or Pre-Delivery Latent Item is located in a
particular Deliverable Unit, (iii) Landlord is obligated hereunder to perform
such Pre-Delivery Punch List Item or such Pre-Delivery Latent Item, and (iv)
Landlord fails to perform such Pre-Delivery Punch List Item or such Pre-Delivery
Latent Item within thirty (30) days after the date that Tenant gives to Landlord
the Construction Notice of the Pre-Delivery Punch List Item or the Pre-Delivery
Latent Item, as the case may be, then Tenant shall have the right to (a) perform
the applicable Pre-Delivery Punch List Item or Pre-Delivery Latent Item, and (b)
recover from Landlord the reasonable out-of-pocket costs incurred by Tenant in
performing

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such Pre-Delivery Punch List Item or such Pre-Delivery Latent Item;
provided, however, that (I) if (A) such Pre-Delivery Punch List Item or such
Pre-Delivery Latent Item is of a nature that Landlord could not be reasonably
expected to complete the performance thereof within such period of thirty (30)
days, and (B) Landlord commences Landlord's performance of such Pre-Delivery
Punch List Item or such Pre-Delivery Latent Item promptly after the date that
Tenant gives to Landlord the Construction Notice of the Pre-Delivery Punch List
Item or the Pre-Delivery Latent Item, as the case may be, then such period of
thirty (30) days shall be extended to the extent that Landlord continues to
prosecute with reasonable diligence the performance of such Pre-Delivery Punch
List Item or such Pre-Delivery Latent Item to completion, and (II) such period
of thirty (30) days shall also be extended to the extent that Tenant materially
impedes Landlord's performance of such Pre-Delivery Punch List Item or such
Pre-Delivery Latent Item. Landlord shall make such payment to Tenant of the
aforesaid costs that Tenant incurs in performing such Pre-Delivery Punch List
Item or such Pre-Delivery Latent Item within thirty (30) days after Tenant makes
a demand on Landlord therefor (including reasonable documentation that supports
Tenant's calculation of such costs). If Landlord fails to make such payment to
Tenant within such period of thirty (30) days, then Tenant, in addition to
Tenant's other rights and remedies at law or in equity or as otherwise provided
herein, shall have the right to offset such costs against the Rental otherwise
due hereunder, together with interest thereon at the Applicable Rate calculated
from the date that such payment first became due to Tenant hereunder.

                    (C) (1) Tenant shall have the right to give to Landlord,
within fifteen (15) Business Days after the date that Landlord gives a
Construction Notice to Tenant contending that Landlord has Substantially
Completed the Post-Delivery Work, a Construction Notice identifying the items of
the Post-Delivery Work that then remain incomplete or improperly performed in
accordance with generally accepted construction industry standards for work in
buildings that conform with the Building Standard (such items of the
Post-Delivery Work identified by Tenant being collectively referred to herein as
the "Post-Delivery Punch List Items"). Landlord shall not be required to perform
any items of Post-Delivery Work after the date that Landlord gives such
Construction Notice to Tenant unless Tenant identifies the Post-Delivery Punch
List Items within such period of fifteen (15) Business Days; provided, however,
that Landlord shall remain obligated to complete or repair items of the
Post-Delivery Work which Tenant could not be reasonably expected to discover in
reasonably inspecting the Premises during such period of fifteen (15) Business
Days (such items of the Post-Delivery Work which Tenant could not be reasonably
expected to discover, as aforesaid, being collectively referred to herein as the
"Post-Delivery Latent Items"). Landlord and Tenant shall each have the right to
submit to an Expedited Arbitration Proceeding any dispute between the parties
regarding the Post-Delivery Punch List Items or the Post-Delivery Latent Items.

                          (2)   Landlord shall proceed to complete or repair
the Post-Delivery Punch List Items (to the extent that Landlord is obligated to
perform such items of Post-Delivery Work hereunder) promptly after the date that
Tenant gives to Landlord a Construction Notice thereof as contemplated by
Section 22.1(C)(1) hereof. Landlord shall complete or repair the Post-Delivery
Latent Items promptly after the date that Tenant gives to Landlord a
Construction Notice describing in reasonable detail the applicable Post-Delivery

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Latent Item. Landlord shall perform the Post-Delivery Punch List Items (to the
extent that Landlord is obligated hereunder to perform such Post-Delivery Punch
List Items) and the Post-Delivery Latent Items with reasonable diligence, and in
accordance with good construction practice, and shall coordinate Landlord's
required access to the Premises with Tenant or Tenant's contractors and shall
use reasonable measures to minimize disruption to Tenant in connection
therewith.

                          (3)   If (i) Tenant identifies (A) a Post-Delivery
Punch List Item in accordance with Section 22.1(C)(1) hereof, or (B) a
Post-Delivery Latent Item in accordance with Section 22.1(C)(2) hereof, (ii)
such Post-Delivery Punch List Item or Post-Delivery Latent Item is located in
the Premises, (iii) Landlord is obligated hereunder to perform such
Post-Delivery Punch List Item or such Post-Delivery Latent Item, and (iv)
Landlord fails to perform such Post-Delivery Punch List Item or such
Post-Delivery Latent Item within thirty (30) days after the date that Tenant
gives to Landlord the Construction Notice of the Post-Delivery Punch List Item
or the Post-Delivery Latent Item, as the case may be, then Tenant shall have the
right to (a) perform the applicable Post-Delivery Punch List Item or
Post-Delivery Latent Item, and (b) recover from Landlord the reasonable
out-of-pocket costs incurred by Tenant in performing such Post-Delivery Punch
List Item or such Post-Delivery Latent Item; provided, however, that (I) if (A)
such Post-Delivery Punch List Item or such Post-Delivery Latent Item is of a
nature that Landlord could not be reasonably expected to complete the
performance thereof within such period of thirty (30) days, and (B) Landlord
commences Landlord's performance of such Post-Delivery Punch List Item or such
Post-Delivery Latent Item promptly after the date that Tenant gives to Landlord
the Construction Notice of the Post-Delivery Punch List Item or the
Post-Delivery Latent Item, as the case may be, then such period of thirty (30)
days shall be extended to the extent that Landlord continues to prosecute the
performance of such Post-Delivery Punch List Item or such Post-Delivery Latent
Item to completion, and (II) such period of thirty (30) days shall also be
extended to the extent that Tenant materially impedes Landlord's performance of
such Post-Delivery Punch List Item or such Post-Delivery Latent Item. Landlord
shall make such payment to Tenant of the aforesaid costs that Tenant incurs in
performing such Post-Delivery Punch List Item or such Post-Delivery Latent Item
within thirty (30) days after Tenant makes a demand on Landlord therefor
(including reasonable documentation that supports Tenant's calculation of such
costs). If Landlord fails to make such payment to Tenant within such period of
thirty (30) days, then Tenant, in addition to Tenant's other rights and remedies
at law or in equity, shall have the right to offset such costs against the
Rental otherwise due hereunder, together with interest thereon at the Applicable
Rate calculated from the date that such payment first became due to Tenant
hereunder.

                    (D) Landlord, after the Commencement Date for a particular
Deliverable Unit, shall conduct Landlord's testing, adjusting and balancing of
the Shared Building Systems and the Premises Systems at times reasonably
required and in a manner that minimizes, to the extent reasonably practicable,
interference with Tenant's performance of the Initial Alterations and Tenant's
occupancy of the Premises for the conduct of business. Landlord shall give
Tenant at least ten (10) days of advance Construction Notice of any such
testing, adjusting and balancing.

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                    (E) (1) Landlord shall not have the right to cause the
Commencement Date for a particular Deliverable Unit in the Lexington Avenue
Building to occur unless the Commencement Date has theretofore occurred for all
of the Deliverable Units (other than Deliverable Units in the Lower Level Space)
that are located on floors of the Lexington Avenue Building that are lower than
such particular Deliverable Unit.

                          (2)   Landlord shall not have the right to cause
the Commencement Date for a particular Deliverable Unit in the Third Avenue
Building to occur unless the Commencement Date has theretofore occurred for all
of the Deliverable Units (other than Deliverable Units in the Lower Level Space)
that are located on floors of the Third Avenue Building that are lower than such
particular Deliverable Unit.

                          (3)   Landlord shall not have the right to cause
the Commencement Date for a Deliverable Unit located on the fourth (4th), fifth
(5th) or sixth (6th) floors of the Third Avenue Building to occur unless (x) the
Commencement Date for the Deliverable Unit located on the corresponding floor of
the Lexington Avenue Building has occurred, and (y) either (I) the Commencement
Date for the Deliverable Unit located on the corresponding floor of the Bridge
Building has theretofore occurred, or (II) Landlord makes available for Tenant's
use, on such floor of the Bridge Building, from and after such Commencement Date
for such Deliverable Unit in the Third Avenue Building, (X) the above-ceiling
locations where Tenant reasonably proposes to make its installation of the
mechanical, electrical, sprinkler and/or plumbing systems in the Bridge Building
that will service such Deliverable Unit in the Third Avenue Building, and (Y) an
access tunnel, constructed by Landlord at Landlord's sole cost and expense and
in accordance with good construction practice and applicable Requirements, that
provides a reasonable means of access from the Lexington Avenue Building to the
Third Avenue Building for construction purposes (any such access tunnel that
Landlord constructs at Landlord's sole cost and expense and in accordance with
good construction practice and that provides a reasonable means of access from
the Lexington Avenue Building to the Third Avenue Building being referred to
herein as an "Access Tunnel"). If Landlord provides Tenant with the use of an
Access Tunnel as contemplated by this Section 22.1(E)(3), then the Pre-Delivery
Work for the Deliverable Unit in the Bridge Building where such Access Tunnel is
located shall be deemed to include, without limitation, the removal of such
Access Tunnel in accordance with good construction practice and applicable
Requirements. Either party shall have the right to submit a dispute between the
parties regarding the reasonableness of the Access Tunnel to an Expedited
Arbitration Proceeding.

                          (4)   If (x) Landlord causes the Commencement Date
for a Deliverable Unit located on the fourth (4th), fifth (5th) or sixth (6th)
floors of the Third Avenue Building to occur prior to the date that the
Commencement Date for the corresponding Deliverable Unit in the Bridge Building
occurs, and (y) the Commencement Date for such corresponding Deliverable Unit in
the Bridge Building does not occur on or prior to the ninetieth (90th) day after
the Commencement Date for such Deliverable Unit in the Third Avenue Building,
then the Rent Commencement Date for such Deliverable Unit in the Third Avenue
Building shall be extended for the number of days in the period from the
ninety-first (91st) day after the Commencement Date for such Deliverable Unit in
the Third Avenue Building to the day

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immediately preceding the Commencement Date for such corresponding Deliverable
Unit in the Bridge Building.

                          (5)   If Landlord exercises Landlord's rights as
described in Section 22.1(E)(3) hereof to cause the Commencement Date for a
Deliverable Unit on the fourth (4th), fifth (5th) or sixth (6th) floors of the
Third Avenue Building to occur by providing Tenant with the use of an Access
Tunnel and the use of the above-ceiling slab locations in the Bridge Building
where Tenant reasonably proposes to make its installation of mechanical,
electrical, sprinkler and/or plumbing systems in the Bridge Building that will
service such Deliverable Unit in the Third Avenue Building, then the Rent
Commencement Date for the Deliverable Unit that constitutes the floor of the
Bridge Building on which Landlord has so constructed the Access Tunnel shall be
the earlier to occur of (x) the date that a Permitted Occupant uses such
Deliverable Unit in the Bridge Building for the conduct of such Permitted
Occupant's business, and (y) the date that corresponds to the Commencement Date
for such Deliverable Unit in the Bridge Building in the sixth (6th) calendar
month following the calendar month during which said Commencement Date occurs,
except that if there is no day in such sixth (6th) calendar month that
corresponds to the Commencement Date for such Deliverable Unit in the Bridge
Building, then the date described in this clause (y) shall be the first day of
the seventh (7th) calendar month following the calendar month during which such
Commencement Date occurs; provided, however, that in no event shall the Rent
Commencement Date for such Deliverable Unit in the Bridge Building occur earlier
than the Rent Commencement Date for the Deliverable Unit in the Third Avenue
Building to which such Access Tunnel provides access.

                          (6)   Landlord shall have the right to cause the
Commencement Date to occur for a Deliverable Unit notwithstanding that the
curtain wall therefor is not then installed to the extent reasonably necessary
to accommodate a Construction Hoist or Construction Hoists, provided that
Landlord has then installed, in accordance with applicable Requirements and good
construction practice, an appropriate weather-tight partition to separate the
applicable hoist landing and hoist tie-backs from the applicable Deliverable
Unit. Landlord shall minimize, to the extent reasonably practicable, the extent
of the impact of the tie-backs for the Construction Hoists on the Premises,
subject, however, to the bounds of good engineering practice. If Landlord
exercises Landlord's aforesaid right to deliver possession of a Deliverable Unit
to Tenant without a portion of the curtain wall installed thereon, then Landlord
shall (i) use Landlord's reasonable efforts to protect Tenant's installations in
such Deliverable Unit in connection with Landlord's subsequently installing such
curtain wall, and (ii) repair any damage to Tenant's installations in such
Deliverable Unit that results from Landlord's aforesaid subsequent installation
of such curtain wall. If Landlord exercises Landlord's aforesaid right to cause
the Commencement Date for a Deliverable Unit to occur without the curtain wall
being installed thereon to accommodate a Construction Hoist (other than the
Shared Hoist), then the Rent Commencement Date for the applicable Deliverable
Unit shall be extended by one (1) day for each day in the period beginning on
the first (1st) anniversary of the First Commencement Date and ending on the day
immediately preceding the date that Landlord so installs the curtain wall for
such Deliverable Unit; provided, however, that in no event shall such extension
of the Rent Commencement Date for a Deliverable Unit result in such Rent
Commencement Date occurring later than the date that Tenant occupies such
Deliverable Unit for the conduct of

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business. If a Construction Hoist is located in the Lexington Place Courtyard on
the Rent Commencement Date that first occurs, then, to the extent permitted by
good construction practice and applicable Requirements, Landlord shall install
(and keep in use until such Construction Hoist is removed) a suitable access
tunnel that provides pedestrian access to the Exclusive Lobby Area from East
58th Street. If Landlord exercises Landlord's aforesaid right to cause the
Commencement Date for a Deliverable Unit to occur without the curtain wall being
installed thereon to accommodate the Shared Hoist, then the Rent Commencement
Date for the applicable Deliverable Unit shall be extended by one (1) day for
each day in the period beginning on the ninetieth (90th) day after the last day
of Tenant's Exclusive Hoist Period and ending on the date that Landlord so
installs such curtain wall; provided, however, that in no event shall such
extension of the Rent Commencement Date for a Deliverable Unit result in such
Rent Commencement Date occurring later than the date that Tenant occupies such
Deliverable Unit for the conduct of business.

                          (7)   Landlord shall have the right to cause the
Commencement Date to occur for a Deliverable Unit notwithstanding that the
curtain wall therefor that fronts on the Lexington Place Courtyard is not then
installed, provided that Landlord has then installed a temporary weather-tight
wall in accordance with applicable Requirements and good construction practice
at the perimeter of such Deliverable Unit. If (x) Landlord so causes the
Commencement Date to occur for a Deliverable Unit with such temporary
weather-tight wall, and (y) Landlord fails to cause the curtain wall for such
Deliverable Unit that fronts on the Lexington Place Courtyard to be installed on
or prior to the ninetieth (90th) day after the Commencement Date for such
Deliverable Unit, then the Rent Commencement Date for the applicable Deliverable
Unit shall be extended for one (1) day for each day in the period beginning on
the ninetieth (90th) day after the Commencement Date for such Deliverable Unit
and ending the day immediately preceding that date that Landlord so installs the
curtain wall for such Deliverable Unit; provided, however, that in no event
shall such extension of the Rent Commencement Date for a Deliverable Unit extend
beyond the date that Tenant occupies such Deliverable Unit for the conduct of
business. If Landlord exercises Landlord's aforesaid right to deliver possession
of a Deliverable Unit to Tenant without a portion of the curtain wall installed
thereon, then Landlord shall (i) use Landlord's reasonable efforts to protect
Tenant's installations in such Deliverable Unit in connection with Landlord's
subsequently installing such curtain wall, and (ii) repair any damage to
Tenant's installations in such Deliverable Unit that results from Landlord's
aforesaid subsequent installation of such curtain wall.

                          (8)   Landlord shall cause the Commencement Date
for the Lower Level Space located on Lower Level 3 of the Building to occur no
later than the First Commencement Date.

                          (9)   Subject to the terms of this Section
22.1(E)(9) and Article 14 hereof, Landlord shall deliver to Tenant exclusive
possession of portions of the Lower Level Space located on Lower Level 2 of the
Building that are designated as space "A", space "B" and space "C" on the
Schematic Drawing for Lower Level 2 of the Building no later than the First
Commencement Date (such portion of the Lower Level Space located on Lower Level
2 of the Building being referred to herein as the "First Lower Level Space").
Landlord and

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Tenant acknowledge that the exact dimensions of the First Lower Level Space may
differ in immaterial respects from the First Lower Level Space as depicted on
the Schematic Drawing for Lower Level 2 of the Building (with the further
understanding that Landlord has the right to change the configuration of the
First Lower Level Space designated as space "B" on the aforesaid Schematic
Drawing, provided that Tenant's electric switch room is adjacent to the utility
company's electrical transformer vault and that the interior dimensions of the
room conform to applicable Requirements and the requirements of the electric
utility company). Landlord shall deliver to Tenant exclusive possession of the
remaining portion of the Lower Level Space located on Lower Level 2 of the
Building, with the Pre-Delivery Work therein Substantially Completed, on or
prior to the one hundred eightieth (180th) day after the First Commencement
Date; provided, however, that Landlord shall have the right to delay Landlord's
delivery to Tenant of exclusive possession of no more than fifty percent (50%)
of the Lower Level Space located on Lower Level 2 of the Building, with the
Pre-Delivery Work therein Substantially Completed, until a date that occurs no
later than the two hundred seventieth (270th) day after the First Commencement
Date (the portion of the Lower Level Space located on Lower Level 2 of the
Building (other than the First Lower Level Space) that Landlord delivers to
Tenant on or prior to the one hundred eightieth (180th) day after the First
Commencement Date being referred to herein as the "Second Lower Level Space";
the portion of the Lower Level Space located on Lower Level 2 of the Building
for which Landlord exercises Landlord's aforesaid right to delay the delivery of
possession thereof to Tenant being referred to herein as the "Third Lower Level
Space"). Landlord shall not have the right to deliver to Tenant the Third Lower
Level Space on a date later than the Second Lower Level Space as contemplated by
this Section 22.1(E)(9) unless the Second Lower Level Space constitutes one (1)
contiguous block of space that is reasonably accessible for the performance of
the Initial Alterations. Landlord shall consult with Tenant from time to time in
connection with the design of the Building to identify as promptly as
practicable the Third Lower Level Space. If the aforesaid date of delivery by
Landlord to Tenant of exclusive possession of the First Lower Level Space, the
Second Lower Level Space or the Third Lower Level Space does not occur on the
same date, then, for purposes of determining the Rent Commencement Date for the
Lower Level Space located on Lower Level 2 of the Building, each of the First
Lower Level Space, the Second Lower Level Space and the Third Lower Level Space
shall be deemed to be a separate Deliverable Unit.

                          (10)  Landlord shall not have the right to cause
the Commencement Date for a Deliverable Unit to occur earlier than October 1,
2002.

                          (11)  Landlord shall not have the right to cause
the Commencement Date for the Deliverable Unit constituting the third (3rd)
floor in the Lexington Avenue Building to occur unless Landlord has theretofore
made available to Tenant the Tenant Mechanical Areas that constitute the shaft
space running to the Lower Level Space on Lower Level 2 of the Building.

                          (12)  If Landlord fails to make available to Tenant
the Tenant Mechanical Areas located on the eleventh (11th) and twelfth (12th)
floors of the Lexington Avenue Building, and the Tenant Mechanical Areas located
on the ninth (9th) floors of the Third Avenue Building, in each case on or prior
to the ninetieth (90th) day after the First

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Commencement Date, then the Rent Commencement Date for each Deliverable Unit in
the Base Premises shall be extended for the number of days in the period
beginning on the ninety-first (91st) day after the First Commencement Date and
ending on the date that Landlord makes such Tenant Mechanical Areas available to
Tenant; provided, however, that (a) in no event shall such extension result in
the Rent Commencement Date occurring after the date that Tenant occupies the
applicable Deliverable Unit for the conduct of business, and (b) Landlord shall
have the right to make such Tenant Mechanical Areas available to Tenant without
the curtain wall installed thereon (provided that on the date that Landlord
makes such Tenant Mechanical Areas available to Tenant, Landlord has installed a
weather-tight temporary partition in lieu of such curtain wall in accordance
with applicable Requirements and good construction practice). If (i) Landlord
exercises Landlord's aforesaid right to deliver possession of such Tenant
Mechanical Areas on the eleventh (11th) or twelfth (12th) floors of the
Lexington Avenue Building or the ninth (9th) floors of the Third Avenue Building
without the curtain wall installed thereon, and (ii) Landlord fails to install
such curtain wall on or prior to the one hundred eightieth (180th) day after the
First Commencement Date, then the Rent Commencement Date for the Base Premises
shall be extended for the number of days in the period beginning on the one
hundred eighty-first (181st) day after the First Commencement Date and ending on
the date that Landlord installs such curtain wall; provided, however, that in no
event shall such extension result in the Rent Commencement Date occurring after
the date that Tenant occupies the applicable Deliverable Unit for the conduct of
business. If Landlord exercises Landlord's aforesaid right to deliver possession
of such Tenant Mechanical Areas without the curtain wall installed thereon, then
Landlord shall (i) use Landlord's reasonable efforts to protect Tenant's
installations in such Tenant Mechanical Areas in connection with Landlord's
subsequently installing such curtain wall within such period of one hundred
eighty (180) days after the First Commencement Date, and (ii) repair any damage
to Tenant's installations in such Tenant Mechanical Areas that results from
Landlord's aforesaid subsequent installation of such curtain wall. Landlord
shall permit Tenant to gain access to the Tenant Mechanical Areas located on the
eleventh (11th) and twelfth (12th) floors of the Lexington Avenue Building, and
on the ninth (9th) floor of the Third Avenue Building, during the period from
the First Commencement Date to the ninetieth (90th) day after the First
Commencement Date, for purposes of Tenant's performing its initial installation
therein, on the terms and subject to the terms of this Lease that govern
Tenant's use of the Tenant Mechanical Areas; provided, however, that (i) Tenant,
in gaining such access to such Tenant Mechanical Areas, and in performing such
installation, in either case during such period of ninety (90) days after the
First Commencement Date, shall not have the right to delay or impede Landlord's
performance of the Work or the construction of the remainder of the Building,
and (ii) Tenant shall schedule such access, and Tenant's performance of such
initial installation, with Landlord in good faith and in accordance with good
construction practice.

                          (13)  Landlord shall not have the right to cause
the Commencement Date to occur for the Second Lower Level Space unless Landlord
has theretofore made available to Tenant the Tenant Mechanical Areas located on
Lower Level 2 of the Building.

                          (14)  Landlord shall not have the right to cause
the Commencement Date to occur for the portion of the Lower Level Space on Lower
Level 3 of the

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Building unless Landlord has theretofore made available to Tenant the Tenant
Mechanical Area located on Lower Level 3 of the Building.

                          (15)  The Rent Commencement Date for each
Deliverable Unit in the Base Premises shall be extended by one (1) day for each
day in the period beginning on the two hundred seventieth (270th) day after the
First Commencement Date and ending on the day immediately preceding the date
that Landlord Substantially Completes the Work Component consisting of the
initial installation in the Shared Lobby Area.

                          (16)  Landlord shall not have the right to cause
the Commencement Date for a Deliverable Unit in the Third Avenue Building to
occur unless Landlord has made available for Tenant's use either (x) the Shared
Hoist, or (y) the freight elevator in the Third Avenue Building, in either case
as contemplated by Section 22.14 hereof.

                          (17)  Landlord shall not have the right to cause
the Commencement Date for a Deliverable Unit in the Lexington Avenue Building to
occur unless Landlord has made available for Tenant's use either (x) one (1) car
of a Construction Hoist on the Lexington Avenue Building to the extent otherwise
permitted hereunder for three (3) consecutive hours on each Business Day, or (y)
the Premises Elevator that constitutes the freight elevator in the Lexington
Avenue Building, in either case as contemplated by Section 22.15(G) hereof.

                          (18)  If Landlord fails to cause the central HVAC
System to be operational on or prior to the one hundred twentieth (120th) day
after the First Commencement Date, then the Rent Commencement Date for each
Deliverable Unit in respect of which the Commencement Date has theretofore
occurred shall be extended by one (1) day for each day in the period beginning
on the one hundred twenty-first (121st) day after the First Commencement Date
and ending on the day immediately preceding the date that the central HVAC
System is operational; provided, however, that in no event shall such extension
of the Rent Commencement Date for a Deliverable Unit extend beyond the date that
Tenant uses such Deliverable Unit for the conduct of business. Landlord and
Tenant acknowledge that the central HVAC System shall be deemed to be
operational for purposes of this Section 22.1(E)(18) notwithstanding that (I)
the controls for such central HVAC System are not yet installed (so long as the
HVAC can be operated in the "hand" mode), and (II) such central HVAC System is
not yet balanced. Landlord shall have the right to interrupt the operation of
the central HVAC System from time to time during the first sixty (60) days after
Landlord causes the central HVAC System to be operational for purposes of this
Section 22.1(E)(18) to the extent reasonably necessary for the completion of the
installation of the central HVAC System. Tenant acknowledges that Operating
Expenses shall include, without limitation, the incremental costs that Landlord
incurs in engaging construction and Building management personnel to operate the
central HVAC System for the period commencing on the date that Landlord causes
the central HVAC System to be operational for purposes of this Section
22.1(E)(18) and ending on the earlier to occur of (x) the sixtieth (60th) day
after such date that Landlord causes the central HVAC System to be operational
for purposes of this Section 22.1(E)(18), and (y) the date that the controls for
the central HVAC System have been installed to the extent necessary so that
Landlord no longer requires such construction and Building management personnel
to operate the central HVAC System; provided, however, that if the First
Commencement Date occurs later than December 1, 2003,

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then Operating Expenses shall not include any of the costs that Landlord incurs
in engaging such construction and Building maintenance personnel for the period
from and after June 1, 2004. If Landlord fails to Substantially Complete the
Work Component consisting of the installation of the central HVAC System
(including, without limitation, the installation of the controls for the central
HVAC System) on or prior to the one hundred eightieth (180th) day after the
First Commencement Date, then the Rent Commencement Date for each Deliverable
Unit in respect of which the Commencement Date has theretofore occurred shall be
extended by one (1) day for each day in the period beginning on the one hundred
eightieth (180th) day after the First Commencement Date and ending on the date
that Landlord Substantially Completes the installation of the central HVAC
System; provided, however, that in no event shall such extension of the Rent
Commencement Date for a Deliverable Unit extend beyond the date that Tenant uses
such Deliverable Unit for the conduct of business.

                          (19)  If (i) the Work Exhibit requires Landlord to
Substantially Complete a Work Component that constitutes Post-Delivery Work in a
particular Deliverable Unit within nine (9) months after the Commencement Date
for such Deliverable Unit, and (ii) Landlord fails to Substantially Complete
such Work Component on or prior to the date that would have otherwise
constituted the Rent Commencement Date hereunder for such Deliverable Unit, then
the Rent Commencement Date for such Deliverable Unit shall be adjourned until
the date that Landlord Substantially Completes such Work Component; provided,
however, that in no event shall such adjournment of the Rent Commencement Date
for such Deliverable Unit extend beyond the date that Tenant occupies such
Deliverable Unit for the conduct of business.

      Section 22.2 (A) Landlord shall pay the cost of all of the Work, except
that, subject to Section 22.2(C) hereof, Tenant shall pay to Landlord the cost
of the Work Components as indicated in the Work Exhibit on the terms and subject
to the conditions set forth in this Section 22.2 (such Work Components for which
Tenant is required to pay the cost thereof are collectively referred to herein
as the "Tenant Work Components").

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                    (B) Tenant shall pay to Landlord the cost of performing
Tenant Work Components on the terms set forth in this Section 22.2(B). Landlord
shall initiate the procedure described in this Section 22.2(B) by giving
Construction Notice thereof to Tenant in which Landlord describes with
reasonable particularity the Tenant Work Component for which Landlord wishes to
determine the amount to be paid by Tenant therefor (any such Construction Notice
from Landlord to Tenant being referred to herein as a "Pricing Procedure
Notice"). Landlord shall give the Pricing Procedure Notice to Tenant in respect
of a particular Tenant Work Component as soon as reasonably practicable after
the Building Plans have been developed to the extent necessary to price the
applicable Tenant Work Component. Landlord and Tenant shall each have the right
to give to the other, simultaneously, on the tenth (10th) Business Day after the
date that Landlord gives the Pricing Procedure Notice to Tenant (as to which ten
(10) Business Day period time shall be of the essence), a Construction Notice
that sets forth such party's determination of the "hard" construction cost of
performing the Tenant Work Component (any such Construction Notice given by a
party being referred to herein as a "Pricing Notice"; the amount set forth in a
party's Pricing Notice being referred to herein as such party's "Price").
Landlord and Tenant acknowledge that if the Tenant Work Component is defined on
the Work Exhibit as Work that upgrades a particular component of the Building
above the Building Standard, then the Price for such Tenant Work Component shall
be the cost of such upgrade above Building Standard (rather than the entire cost
of the particular component of the Building) (any such Tenant Work Component
that upgrades a particular component of the Building above the Building Standard
being referred to herein as a "Tenant Upgrade Work Component"; any Tenant Work
Component that is not a Tenant Upgrade Work Component being referred to herein
as a "Tenant Entire Cost Component"); provided, however, that if the Work
Exhibit describes the Tenant Upgrade Work Component with more specificity than
the upgrade of the applicable Work Component over Building Standard, then such
more specific description shall apply for purposes hereof. If a party fails to
give a Pricing Notice to the other party, then the cost to be paid by Tenant for
the applicable Tenant Work Component shall be based on the Price designated by
the other party. If both parties fail to give a Pricing Notice to the other
party, then the procedure described in this Section 22.2(B) for such Tenant Work
Component shall be deemed canceled (subject, however, to Landlord's having the
right to institute another such procedure therefor by giving a new Pricing
Procedure Notice to Tenant as contemplated by this Section 22.2(B)). If (x) each
party gives a Pricing Notice to the other party, and (y) the Price designated by
Landlord is lower than the Price designated by Tenant, then the Price designated
by Landlord shall be the Price on which is based the amount to be paid by Tenant
hereunder for the applicable Tenant Work Component. If (i) each party gives a
Pricing Notice to the other party, and (ii) the Price designated by Tenant is
lower than the Price designated by Landlord, then either party shall have the
right to institute an Expedited Arbitration Proceeding for the sole purpose of
designating an independent third-party individual with at least fifteen (15)
years of experience as a construction manager for construction projects in
Manhattan of a size and scope similar to the Building who has not been employed
by Landlord or Tenant or any of their respective Affiliates during the
immediately preceding period of three (3) years (the "Construction Expert") to
select either the Price designated by Landlord or the Price designated by Tenant
as the better estimate of the "hard" cost of performing the applicable Tenant
Work Component. Landlord and Tenant shall not provide to the Construction Expert
the work schedule that the parties generated for a prior design of the Building
(which set forth the parties' prior agreement as to the costs that Tenant

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would have paid to Landlord for certain components of the work that Landlord was
planning to perform). The parties shall instruct the Construction Expert to take
into account whether Landlord could be reasonably expected to engage a
Contractor (other than the Contractor already engaged by Landlord to perform the
applicable Work Component) to perform the applicable Tenant Work Component. The
parties shall also instruct the Construction Expert to make the aforesaid
selection within ten (10) Business Days after the Construction Expert is so
designated. The party whose Price is not selected by the Construction Expert
shall pay the fee of the Construction Expert. Subject to the terms of this
Section 22.2(B), Tenant shall pay to Landlord, for each Tenant Work Component,
an amount equal to the sum of:

                    (i)   the Price for such Tenant Work Component (as
                          determined in accordance with this Section 22.2(B))
                          (without adding thereto the amounts described in
                          clauses (ii), (iii), (iv), (v), (vi), and (vii)
                          below);

                    (ii)  the product obtained by multiplying (x) a fraction
                          (expressed as a percentage), the numerator of which is
                          the cost of general conditions incurred by Landlord in
                          performing the Work, and the denominator of which is
                          the "hard" cost of construction incurred by Landlord
                          in performing the Work, by (y) such Price; provided,
                          however, that the fraction described in clause (x)
                          above shall not exceed eight percent (8%);

                    (iii) the product obtained by multiplying (x) seventy-five
                          one hundredths of one percent (0.75%), by (y) the sum
                          of (I) such Price, and (II) the amount described in
                          clause (ii) above (the parties intending that the
                          amount described in this clause (iii) shall constitute
                          the amount required to reimburse Landlord or the
                          construction manager for the construction manager's
                          insurance costs in respect of such Tenant Work
                          Component);

                    (iv)  the actual construction bond fee incurred by Landlord
                          in connection with such Tenant Work Component;
                          provided, however, that the amount described in this
                          clause (iv) shall not exceed an amount equal to the
                          product obtained by multiplying (I) two and
                          five-tenths percent (2.5%), by (II) the sum of (A)
                          such Price, and (B) the amount described in clause
                          (ii) above;

                    (v)   the actual construction management fee incurred by
                          Landlord in connection with such Tenant Work
                          Component; provided, however, that the amount
                          described in this clause (v) shall not exceed an
                          amount equal to the product obtained by multiplying
                          (I) two and five-tenths percent (2.5%), by (II) the
                          sum of (A) such Price, and (B) the amount described
                          in clause (ii) above;

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                    (vi)  the product obtained by multiplying (x) a fraction
                          (expressed as a percentage), the numerator of which is
                          the aggregate amount of fees of architects and
                          engineers incurred by Landlord in performing the Work,
                          and the denominator of which is the sum of (A) the
                          "hard" cost of construction incurred by Landlord in
                          performing the Work, and (B) the cost of general
                          conditions incurred by Landlord in performing the
                          Work, by (y) the sum of (A) such Price, and (B) the
                          amount described in clause (ii) above; provided,
                          however, that the fraction described in clause (x)
                          above shall not exceed (I) four percent (4%) in
                          respect of Tenant Work Components that are currently
                          contemplated by the Work Exhibit, and (II) seven
                          percent (7%) in respect of additional Tenant Work
                          Components that Landlord and Tenant hereafter agree to
                          include in the Tenant Work Components; and

                    (vii) the product obtained by multiplying (x) four percent
                          (4%), by (y) the sum of (I) such Price, and (II) the
                          amounts described in clauses (ii), (iii), (iv), (v)
                          and (vi) above (the parties intending that the amount
                          described in this clause (vii) shall constitute
                          Landlord's charge for supervision and administration
                          for such Tenant Work Component); provided, however,
                          that the amount described in clause (x) of this clause
                          (vii) shall be increased to five percent (5%) in
                          respect of any additional Tenant Work Component that
                          Landlord and Tenant hereafter agree to include in the
                          Tenant Work Components.

Landlord shall not double count any particular item in computing the aforesaid
amount due to Landlord for a Tenant Work Component. Landlord acknowledges that
for purposes of determining the aforesaid amount due from Tenant to Landlord for
a Tenant Upgrade Work Component, the amounts described in clauses (iv), (v) and
(vi) above shall be only the applicable costs associated with the upgrade of the
particular component of the Building above the Building Standard, rather than
the applicable costs associated with performing the entire component of the
Building (the amount due from Tenant to Landlord for a Tenant Upgrade Work
Component being referred to herein as the "Tenant Upgrade Cost"). Landlord and
Tenant acknowledge that the aggregate Tenant Upgrade Cost due from Tenant to
Landlord for the Tenant Upgrade Work Component consisting of the construction of
the Multi-Purpose Room (as described in the Work Exhibit) (including, without
limitation, the Tenant Upgrade Cost for the Tenant Upgrade Work Component
consisting of making structural changes to the Lexington Avenue Building to
accommodate the increased structural height for the Multi-Purpose Room in the
Third Avenue Building) shall not exceed Six Hundred Thousand Dollars ($600,000).
If the Work Exhibit contemplates that Landlord will make available to Tenant an
allowance for a particular Tenant Work Component, then the amount otherwise
payable by Tenant to Landlord in respect thereof as provided in this Section
22.2(B) shall be reduced by the amount of such allowance. Either party shall
have the right to submit a dispute between the parties regarding the aforesaid
calculation of such amount due from Tenant to Landlord for a Tenant Work
Component to an Expedited

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Arbitration Proceeding. Tenant shall pay such amount for each Tenant Work
Component in equal monthly installments, on the first (1st) day of each month,
commencing on the first (1st) day of the calendar month succeeding the calendar
month during which Landlord begins the performance of such Tenant Work Component
and ending on the date that Landlord reasonably estimates such Tenant Work
Component will be Substantially Complete (it being understood that Landlord
shall notify Tenant of such date prior to the commencement of the performance of
the construction of such Tenant Work Component). If, at any time and from time
to time, the performance of any Tenant Work Component does not reasonably
correspond to the monthly payments being made by Tenant in respect thereof, then
the parties shall adjust such payment schedule to correspond to Landlord's
performance of such Tenant Work Component. If the parties are unable to agree as
to whether such payment schedule should be adjusted or the extent to which such
payment schedule should be adjusted, in either case pursuant to the terms of
this Section 22.2(B), then either party may submit the dispute to an Expedited
Arbitration Proceeding. If (x) Tenant fails to make a payment to Landlord on
account of a Tenant Work Component as contemplated by this Section 22.2(B), and
(y) such failure continues for more than ten (10) Business Days after Landlord
gives Tenant notice thereof, then Landlord shall have all rights and remedies at
law, in equity or as otherwise set forth herein. Landlord shall certify to
Tenant that Landlord has paid the applicable Contractor for the applicable
Tenant Work Component, not later than the thirtieth (30th) day after Tenant's
request therefor; provided, however, that (i) Tenant shall not make any such
request until the thirtieth (30th) day after the date that Landlord
Substantially Completes the applicable Tenant Work Component, and (ii) Landlord
shall not be required to give such certification to Tenant during the pendency
of a bona fide dispute between Landlord and such Contractor regarding the Work
(or Work Components thereof).

            (C) Tenant shall be entitled to credit against the first (1st)
amounts otherwise becoming due and payable by Tenant to Landlord under Section
22.2(B) hereof an aggregate amount equal to Three Million Two Hundred Sixty-Five
Thousand Dollars ($3,265,000).

      Section 22.3 (A) Subject to the terms of this Section 22.3, Landlord,
during the period from and after the date hereof, shall provide to Tenant from
time to time (as a Construction Notice) copies of the design documents,
construction plans and specifications, and shop drawings for the Building
(including, without limitation, Landlord's "for bid" and "for construction"
plans) in each case to the extent relevant and applicable in any material
respect to the Tenant Areas (such construction documents, plans and
specifications, and drawings being collectively referred to herein as the
"Building Plans"). Landlord, in the Building Plans, shall indicate any locations
in the Permitted Pit Area where Landlord intends to install initially elevator
pits or escalator pits (to the extent that Landlord has theretofore identified
such locations). Tenant (and its project manager, construction manager and/or
architect) shall have the right to review the Building Plans from time to time
during the construction of the Building at Landlord's offices, during Landlord's
regular business hours, by giving reasonable advance Construction Notice thereof
to Landlord. Landlord shall not be required to give to Tenant the Building Plans
that constitute shop drawings unless and until Tenant gives Construction Notice

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thereof to Landlord which sets forth with reasonable particularity the shop
drawings that Tenant wishes to review, except that Landlord shall provide to
Tenant the shop drawings for the Tenant Design Components. Landlord shall give
to Tenant Building Plans that constitute revisions to shop drawings with respect
to which Tenant had the right to review the initial draft thereof under this
Section 22.3. Landlord shall make available to Tenant from time to time the shop
drawings schedule (so that Tenant can compile the list of shop drawings that
Tenant wishes to review, as aforesaid). Landlord shall cooperate with Tenant in
good faith from time to time to provide Tenant with such other information
relating to the construction of the Building that is relevant and applicable to
Tenant's preparation of the plans and specifications for the Initial
Alterations. Tenant (with its project manager, construction manager and
architect) shall have the right to review the Building Plans as contemplated by
this Section 22.3(A) during Tenant's weekly site visits (it being understood
that Tenant's aforesaid right to review the Building Plans during Tenant's
weekly site visits shall be in addition to Tenant's other rights to review the
Building Plans as contemplated by this Section 22.3). Tenant shall have the
right to approve the shop drawings for the Tenant Design Components, which
approval Tenant shall not unreasonably withhold, condition or delay (it being
understood that either party shall have the right to submit a dispute between
the parties regarding such shop drawings to an Expedited Arbitration
Proceeding). Landlord shall engage as Landlord's design architect for the
preparation of the Building Plans a design architect that has substantial
experience in designing office buildings that conform with the Building Standard
(it being agreed that Cesar Pelli & Associates qualifies as Landlord's design
architect for purposes hereof). Landlord and Tenant, during the period that
Landlord is constructing the Building, shall arrange regularly-scheduled weekly
design and construction meetings, at mutually convenient times and locations,
for their respective consultants and representatives to discuss matters relating
to the construction of the Building, to the extent that such meetings are
reasonably necessary (it being understood that either party shall have the right
to submit to an Expedited Arbitration Proceeding a dispute between the parties
relating to whether such weekly meetings are reasonably necessary). Landlord
shall provide Tenant with a draft of the minutes of such weekly design and
construction meetings within three (3) Business Days after each such meeting,
and Tenant shall provide Landlord with Tenant's comments to such minutes prior
to the next such weekly design and construction meeting. Landlord shall consult
with Tenant from time to time during Tenant's development of the design for the
Initial Alterations in a good faith effort to coordinate the Work with the
Initial Alterations (it being understood that the topics covered by such
consultations shall include, without limitation, (i) the coordination of the
drainage piping for the installation of Building Systems with the ductwork that
Tenant plans to install as part of the Initial Alterations, and (ii) the
coordination of the air supply and smoke exhaust openings in the Bridge
Building).

                    (B) Subject to the terms of this Section 22.3(B), Landlord
shall have the right to change the Work to the extent reasonably required by
applicable Requirements (any changes to the Work that are required by applicable
Requirements being collectively referred to herein as "Permitted Work Changes").
Landlord shall not make any Permitted Work Changes without first providing to
Tenant (as a Construction Notice) (x) a reasonable description thereof, and (y)
the applicable Building Plans relating thereto, at least fifteen (15) Business
Days before Landlord commences construction of the Permitted Work Change;
provided, however, that (i) Landlord shall have the right to give Tenant less
than fifteen (15) Business Days of advance

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notice of a Permitted Work Change to the extent required by reason of an
Emergency, (ii) Landlord shall have the right to give Tenant no less than three
(3) Business Days of advance notice of a Permitted Work Change that is not
material, and (iii) Landlord shall have the right to perform de minimis
Permitted Work Changes without giving Tenant advance notice thereof, provided
that Landlord gives Tenant notice of such de minimis Permitted Work Changes with
reasonable promptness after Landlord's performance thereof. If Landlord and
Tenant dispute whether any change to the Work proposed by Landlord constitutes a
Permitted Work Change, then either party shall have the right to submit such
dispute to an Expedited Arbitration Proceeding. If (a) Landlord makes a
Permitted Work Change as contemplated by this Section 22.3(B), (b) the Work,
after taking such Permitted Work Change into account, would not otherwise comply
with the requirements set forth in this Article 22 and the Work Exhibit, and (c)
such Permitted Work Change is of such significance that Tenant cannot be
reasonably expected to adapt its design plans therefor so that Tenant could
reasonably occupy the Premises for the conduct of Tenant's business as
contemplated hereby, then Tenant shall have the right to terminate this Lease by
giving notice thereof on or prior to the tenth (10th) Business Day after
Landlord gives Tenant the aforesaid Construction Notice describing such
Permitted Work Change; provided, however, that if Tenant so elects to terminate
this Lease, then Landlord shall have the right to declare Tenant's election
ineffective by giving notice thereof to Tenant on or prior to the tenth (10th)
day after the date that Tenant gives such notice to Landlord, in which case
Landlord, at Landlord's sole cost and expense, shall make appropriate
alternative arrangements (including, without limitation, demising additional
space in the Building to Tenant that is contiguous to the Initial Premises) to
the extent necessary to offset the effect of the Permitted Work Change (it being
understood that (X) Landlord shall only have such right to declare Tenant's
aforesaid election ineffective if Landlord's alternative arrangements alleviate
in all material respects the adverse effect of such Permitted Work Change, (Y)
either party shall have the right to submit to an Expedited Arbitration
Proceeding any dispute between the parties regarding Tenant's aforesaid right to
terminate this Lease or the aforesaid appropriate alternative arrangements made
by Landlord, and (Z) Landlord shall only have such right to declare Tenant's
aforesaid election ineffective if the Permitted Work Change derives from a
Requirement that is first enacted after the date hereof, or that is first
interpreted by a Governmental Authority after the date hereof in a manner that
differs materially from the interpretation thereof prior to the date hereof). If
Tenant so terminates this Lease (and Landlord does not so declare Tenant's
termination ineffective, as aforesaid), then neither Landlord nor Tenant shall
have any continuing rights or obligations hereunder, except to the extent
otherwise expressly set forth herein.

                    (C) If (x) Landlord provides Tenant with Building Plans as
contemplated by this Section 22.3, and (y) Tenant fails to object thereto in a
Construction Notice within the Applicable Review Period, then Tenant shall be
deemed to have accepted such Building Plans (including, without limitation, any
changes to the Work as reflected thereon to the extent that Landlord has (i)
noted any such changes that are material on the applicable Building Plans, and
(ii) highlighted such changes in a cover memorandum that Landlord submits to
Tenant with such Building Plans). As used herein, the term "Applicable Review
Period" shall mean fifteen (15) Business Days, except that Landlord shall have
the right to shorten such period to the extent reasonably necessary (but in no
event to a period of less than ten (10) Business Days) for Tenant's review of
Building Plans that constitute shop drawings by giving Construction Notice

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thereof to Tenant simultaneously with Landlord's submission of such shop
drawings to Tenant. Tenant shall not have the right to object to Building Plans
unless the Work contemplated thereby (i) is not in general conformity with the
Schematic Drawings, or (ii) is not in conformity with the Work Exhibit.

                    (D) Landlord shall give to Tenant, on or prior to the first
(1st) anniversary of the date hereof, a Construction Notice setting forth
Landlord's estimate in good faith of the construction schedule for the Work. At
monthly intervals, or sooner if a material change occurs, Landlord shall submit
to Tenant updated or revised schedules for the Work. If any such updated or
revised schedule indicates that there exists a material likelihood that
Landlord's Substantial Completion of the Work will be delayed in a material
respect, then Tenant may suggest modifications to such schedules. Landlord shall
consider such suggestions in good faith. Tenant, together with its project
manager, construction manager and architect, shall have the right to review such
schedules and to submit to Landlord proposed modifications which may expedite
the performance of the Work and facilitate a greater degree of coordination
between Landlord and Tenant with respect thereto. Landlord shall consider such
proposed modifications in good faith. Tenant acknowledges that Landlord shall
not be bound by the construction schedules that Landlord provides to Tenant
pursuant to this Section 22.3(D), it being understood that Landlord is providing
such schedules to Tenant merely for informational purposes in connection with
Tenant's planning for the Initial Alterations.

                    (E) Landlord shall give to Tenant a Construction Notice
setting forth the date that Landlord then reasonably expects will constitute the
Commencement Date for a Deliverable Unit at least six (6) months before such
date (such date designated by Landlord at least six (6) months in advance for a
Deliverable Unit being referred to herein as the "Target Delivery Date"). If (x)
the Commencement Date for such Deliverable Unit occurs before the Target
Delivery Date, and (y) Tenant's performance of the Initial Alterations in such
Deliverable Unit is delayed by reason of Landlord's failure to have given Tenant
at least six (6) months of advance notice thereof, then the Rent Commencement
Date for such Deliverable Unit shall be extended for the number of days that
Tenant's performance of the Initial Alterations is so delayed; provided,
however, that in no event shall such extension of such Rent Commencement Date
exceed the number of days in the period beginning on such Commencement Date and
ending on the day immediately preceding the date that is six (6) months after
Landlord gives such Construction Notice to Tenant. If the Commencement Date for
such Deliverable Unit occurs later than the ninetieth (90th) day after the
Target Delivery Date, then Landlord shall pay to Tenant an amount equal to the
excess of (i) the costs that Tenant incurs in performing the Initial Alterations
in such Deliverable Unit, over (ii) the costs that Tenant would have reasonably
expected to incur in performing such Initial Alterations if such Commencement
Date for such Deliverable Unit occurred on the ninetieth (90th) day after the
Target Delivery Date, within thirty (30) days after Tenant's request therefor
and Tenant's submission to Landlord of reasonable documentation supporting
Tenant's calculation thereof (it being understood that Tenant shall not have the
right to make any such request unless and until Tenant actually incurs such
excess). Either party shall have the right to submit to an Expedited Arbitration
Proceeding a dispute between the parties regarding the extension of the Rent
Commencement Date for a particular

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Deliverable Unit, or the amount of the aforesaid payment due from Landlord to
Tenant, in either case as contemplated by this Section 22.3(E).

                    (F) (1) If (x) the Commencement Date for a Deliverable Unit
that is located in the First Delivery Component occurs during the calendar month
of January, 2004, and (y) Tenant incurs costs in performing the Initial
Alterations in such Deliverable Unit that exceed the costs that Tenant would
have otherwise incurred in performing such Initial Alterations if the
Commencement Date for such Deliverable Unit occurred prior to January 1, 2004,
then Landlord shall pay to Tenant an amount equal to the product obtained by
multiplying (i) such excess, by (ii) twenty-five percent (25%), within thirty
(30) days after Tenant's request therefor (it being understood that Tenant shall
not have the right to make any such request unless and until Tenant actually
incurs such excess). If (x) the Commencement Date for a Deliverable Unit that is
not located in the First Delivery Component occurs during the calendar month of
June, 2004, and (y) Tenant incurs costs in performing the Initial Alterations in
such Deliverable Unit that exceed the costs that Tenant would have otherwise
incurred in performing such Initial Alterations if the Commencement Date for
such Deliverable Unit occurred prior to June 1, 2004, then Landlord shall pay to
Tenant an amount equal to the product obtained by multiplying (i) such excess,
by (ii) twenty-five percent (25%), within thirty (30) days after Tenant's
request therefor (it being understood that Tenant shall not have the right to
make any such request unless and until Tenant actually incurs such excess).
Tenant shall include in any such request reasonable supporting evidence of the
amount of such excess.

                          (2)   If (x) the Commencement Date for a
Deliverable Unit that is located in the First Delivery Component occurs during
the calendar month of February, 2004, and (y) Tenant incurs costs in performing
the Initial Alterations in such Deliverable Unit that exceed the costs that
Tenant would have otherwise incurred in performing such Initial Alterations if
the Commencement Date for such Deliverable Unit occurred prior to January 1,
2004, then Landlord shall pay to Tenant an amount equal to the product obtained
by multiplying (i) such excess, by (ii) fifty percent (50%), within thirty (30)
days after Tenant's request therefor (it being understood that Tenant shall not
have the right to make any such request unless and until Tenant actually incurs
such excess). If (x) the Commencement Date for a Deliverable Unit that is not
located in the First Delivery Component occurs during the calendar month of
July, 2004, and (y) Tenant incurs costs in performing the Initial Alterations in
such Deliverable Unit that exceed the costs that Tenant would have otherwise
incurred in performing such Initial Alterations if the Commencement Date for
such Deliverable Unit occurred prior to June 1, 2004, then Landlord shall pay to
Tenant an amount equal to the product obtained by multiplying (i) such excess,
by (ii) fifty percent (50%), within thirty (30) days after Tenant's request
therefor (it being understood that Tenant shall not have the right to make any
such request unless and until Tenant actually incurs such excess). Tenant shall
include in any such request reasonable supporting evidence of the amount of such
excess.

                          (3)   If (x) the Commencement Date for a
Deliverable Unit that is located in the First Delivery Component occurs during
the calendar month of March, 2004, and (y) Tenant incurs costs in performing the
Initial Alterations in such Deliverable Unit that exceed the costs that Tenant
would have otherwise incurred in performing such Initial Alterations if the

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Commencement Date for such Deliverable Unit occurred prior to January 1, 2004,
then Landlord shall pay to Tenant an amount equal to the product obtained by
multiplying (i) such excess, by (ii) seventy-five percent (75%), within thirty
(30) days after Tenant's request therefor (it being understood that Tenant shall
not have the right to make any such request unless and until Tenant actually
incurs such excess). If (x) the Commencement Date for a Deliverable Unit that is
not located in the First Delivery Component occurs during the calendar month of
August, 2004, and (y) Tenant incurs costs in performing the Initial Alterations
in such Deliverable Unit that exceed the costs that Tenant would have otherwise
incurred in performing such Initial Alterations if the Commencement Date for
such Deliverable Unit occurred prior to June 1, 2004, then Landlord shall pay to
Tenant an amount equal to the product obtained by multiplying (i) such excess,
by (ii) seventy-five percent (75%), within thirty (30) days after Tenant's
request therefor (it being understood that Tenant shall not have the right to
make any such request unless and until Tenant actually incurs such excess).
Tenant shall include in any such request reasonable supporting evidence of the
amount of such excess.

                          (4)   If (x) the Commencement Date for a
Deliverable Unit that is located in the First Delivery Component occurs at any
time after April 1, 2004, and (y) Tenant incurs costs in performing the Initial
Alterations in such Deliverable Unit that exceed the costs that Tenant would
have otherwise incurred in performing such Initial Alterations if the
Commencement Date for such Deliverable Unit occurred prior to January 1, 2004,
then Landlord shall pay to Tenant an amount equal to such excess within thirty
(30) days after Tenant's request therefor (it being understood that Tenant shall
not have the right to make any such request unless and until Tenant actually
incurs such excess). If (x) the Commencement Date for a Deliverable Unit that is
not located in the First Delivery Component occurs during the calendar month of
September, 2004, and (y) Tenant incurs costs in performing the Initial
Alterations in such Deliverable Unit that exceed the costs that Tenant would
have otherwise incurred in performing such Initial Alterations if the
Commencement Date for such Deliverable Unit occurred prior to June 1, 2004, then
Landlord shall pay to Tenant an amount equal to such excess, within thirty (30)
days after Tenant's request therefor (it being understood that Tenant shall not
have the right to make any such request unless and until Tenant actually incurs
such excess). Tenant shall include in any such request reasonable supporting
evidence of the amount of such excess.

                          (5)   Either party shall have the right to submit
to an Expedited Arbitration Proceeding a dispute between the parties regarding
any amount due from Landlord to Tenant under this Section 22.3(F).

                    (G) Subject to the terms of this Section 22.3(G), Landlord
shall permit Tenant to have access to each Deliverable Unit from time to time
prior to the Commencement Date therefor solely for the purpose of taking
measurements and otherwise preparing plans and specifications for the Initial
Alterations. Tenant shall not have the right to access any Deliverable Unit as
contemplated by this Section 22.3(G) unless Tenant gives Landlord a notice
(which may be given orally to John Kundrat or Eli Zamek, or such other Person
that Landlord designates from time to time) requesting such access at least one
(1) Business Day before the date that Tenant intends to so access such
Deliverable Unit. Tenant shall schedule Tenant's access to a Deliverable Unit as
contemplated by this Section 22.3(G) at

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reasonable times and otherwise in a manner that does not interfere with
Landlord's performance of the Work.

                    (H) Subject to the terms of this Section 22.3(H), Tenant
shall have the right to delete a Tenant Work Component from the Work required to
be performed by Landlord by giving Construction Notice thereof to Landlord (any
such Construction Notice given by Tenant to Landlord being referred to herein as
a "Tenant Work Deletion Notice"). Any Tenant Work Deletion Notice given by
Tenant to Landlord, once given, shall be irrevocable. If Tenant gives a Tenant
Work Deletion Notice to Landlord in respect of a particular Tenant Work
Component as contemplated by this Section 22.3(H), then Tenant shall pay to
Landlord an amount equal to the actual out-of-pocket costs that Landlord has
theretofore incurred in connection with such Tenant Work Component, within
thirty (30) days after Landlord's request therefor and Landlord's submission to
Tenant of reasonable supporting documentation therefor; provided, however, that
(I) if Tenant gives a Tenant Work Deletion Notice to Landlord after the date
that Landlord has performed fifty percent (50%) of the construction of the
applicable Tenant Work Component, then such amount payable by Tenant to Landlord
shall be the excess of (i) the amount that Tenant would have been required to
pay to Landlord under Section 22.2 hereof for the applicable Tenant Work
Component (assuming that Tenant had not given such Tenant Work Deletion Notice),
over (ii) the actual out-of-pocket costs that Landlord is not required to expend
by reason of Landlord's not being required to complete such Tenant Work
Component, and (II) if Tenant gives a Tenant Work Deletion Notice to Landlord
after the date that Landlord has commenced the construction of the applicable
Tenant Work Component (but before Landlord has performed fifty percent (50%) of
the construction of the applicable Tenant Work Component), then Tenant shall
also pay to Landlord an equitable share of Landlord's charge for supervision and
administration for the applicable Tenant Work Component (as contemplated by
Section 22.2(B)(vii) hereof). Either party shall have the right to submit a
dispute between the parties under this Section 22.3(H) to an Expedited
Arbitration Proceeding. A Tenant Work Deletion Notice shall not be effective for
purposes hereof if the Work has theretofore progressed to the point that
Landlord's removal of the applicable Tenant Work Component (to the extent
theretofore performed) would have a material and adverse effect on Landlord's
performance of the remainder of the Work. If (a) Tenant gives a Tenant Work
Deletion Notice to Landlord as contemplated by this Section 22.3(H), and (b)
applicable Requirements or good construction practice requires Landlord to
remove the applicable Tenant Work Component (to the extent theretofore
performed), then Tenant shall pay to Landlord an amount equal to the reasonable
out-of-pocket costs incurred by Landlord to perform such removal, within thirty
(30) days after Landlord's demand therefor (it being understood that Landlord
shall include with any such demand reasonable supporting documentation for the
costs described therein).

                    (I) Landlord and Tenant acknowledge that Tenant may require
Landlord to perform additional Tenant Work Components as Tenant develops its
design for the Initial Alterations. If (i) Tenant determines that Tenant
requires Landlord to perform an additional Tenant Work Component, and (ii)
Tenant gives Landlord a Construction Notice that describes in reasonable detail
the nature and scope of such Tenant Work Component, then, subject to the terms
of this Section 22.3(I), Landlord, with due diligence, shall cooperate and
consult with Tenant in good faith to determine whether and the extent to which
Landlord can be

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reasonably expected to expand the Work to include such additional Tenant Work
Component. Landlord shall not be required to agree to perform any such
additional Tenant Work Component if Landlord has a reasonable expectation that
such additional Tenant Work Component will delay to a material extent Landlord's
performance of the Work (other than such additional Tenant Work Component),
unless Tenant agrees that (i) the dates set forth in this Lease that apply to
Landlord's performance of the Work shall be adjourned to the extent that such
additional Tenant Work Component delays Landlord's performance thereof, and (ii)
Landlord shall have the right to cause the Commencement Date to occur for a
particular Deliverable Unit without Landlord's having performed such additional
Tenant Work Component or Work Components of Pre-Delivery Work that are delayed
by reason of Landlord's performance of such additional Tenant Work Component.
Landlord shall not be required to perform any such additional Tenant Work
Component if Landlord has a reasonable expectation that such additional Tenant
Work Component would delay materially Landlord's construction of the Building
(other than the portion thereof that constitutes the Work). Landlord and Tenant,
in so cooperating and consulting regarding any such additional Tenant Work
Component, shall also determine whether such additional Tenant Work Component
will constitute a Tenant Design Component for purposes hereof. If (x) Landlord
performs any such additional Tenant Work Component, and (y) such additional
Tenant Work Component reduces the Usable Area of the applicable Deliverable
Unit, then (I) such reduction in the Usable Area shall not be taken into account
for purposes of measuring the Rentable Area of such Deliverable Unit for
purposes hereof, and (II) Landlord shall not use such reduction in the Usable
Area of the applicable Deliverable Unit to increase the area of the Building
outside of the Premises to the extent otherwise permitted under applicable
Requirements. Landlord shall perform any such additional Tenant Work Component
that Landlord agrees to perform as contemplated by this Section 22.3(I) with due
diligence and in accordance with good construction practice. Landlord
acknowledges that an additional Tenant Work Component to be performed by
Landlord as contemplated by this Section 22.3(I) may include, without
limitation, the installation of a continuous opening in the sixth (6th) floor
slab that extends around the Lexington Place Courtyard to create an
architectural slot between the curtain wall and the edge of the floor slab;
provided, however, that such additional Tenant Work Component remains subject to
Landlord's prior approval, which approval Landlord shall not unreasonably
withhold, condition or delay (it being understood that Landlord, in considering
the design for such Tenant Work Component, shall have the right to take into
account the aesthetic impact thereof on the Lexington Place Courtyard. Landlord
also acknowledges that an additional Tenant Work Component to be performed by
Landlord as contemplated by this Section 22.3(I) (with respect to which Landlord
shall cooperate in good faith with Tenant as provided in this Section 22.3(I))
may include, without limitation, changes to the Work to accommodate an occupancy
density of more than one (1) person for each eighty (80) square feet of Usable
Area, provided that (i) any such additional Tenant Work Component shall be
subject to Landlord's prior approval, which approval Landlord shall not
unreasonably withhold, condition or delay, (ii) Landlord shall not be required
to expand the Incremental Areas to accommodate any such Tenant Work Component
beyond one (1) internal staircase that extends, at most, from the ground floor
of the Lexington Avenue Building to the fifth (5th) floor of the Lexington
Avenue Building, (iii) any such internal staircase must be located within one
(1) column bay, (iv) Tenant pays the cost for the installation of any such
staircase as a Tenant Work Component in accordance with the terms hereof, (v)
Tenant compensates Landlord for the space used by such staircase on the

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ground floor and the second (2nd) floor of the Building calculated at the
initial rates of Three Hundred Dollars ($300) per square foot of Usable Area per
annum on the ground floor, and One Hundred Twenty-Five Dollars ($125) per square
foot of Usable Area per annum on the second (2nd) floor, (vi) Landlord shall not
be required to approve any such additional Tenant Work Component that
accommodates such increased occupancy on floors other than the third (3rd),
fourth (4th) and fifth (5th) floors of the Building if such additional Tenant
Work Component requires any material changes to the construction of the Building
other than the Premises (including, without limitation, any installation or
expansion of internal staircases), and (vii) Tenant gives Landlord a
Construction Notice of Tenant's request that Landlord perform any such
additional Tenant Work Component within thirty (30) days after the date hereof.
Landlord acknowledges that if Tenant requests an additional Tenant Work
Component as contemplated by this Section 22.3(I) to increase the occupancy
density of the Premises, then Tenant's use of the Premises at such occupancy
density shall not violate the provisions of Article 2 hereof. Either party shall
have the right to submit a dispute arising under this Section 22.3(I) to an
Expedited Arbitration Proceeding.

                    (J) Landlord shall not have the right to use any Incremental
Area (which is included in Usable Area for purposes hereof) to increase the
floor area of the remaining portions of the Building (other than the Premises)
that is otherwise permitted under applicable Requirements.

                    (K) Landlord shall give to Tenant a Construction Notice
setting forth the date that Landlord then expects in good faith that the
superstructure of the Building will reach the eleventh (11th) floor of the
Lexington Avenue Building, at least one (1) year prior to such date. Landlord
shall also give to Tenant a Construction Notice setting forth the date that
Landlord then expects in good faith that the superstructure of the Building will
reach the eleventh (11th) floor of the Lexington Avenue Building, at least six
(6) months prior to such date. Landlord shall make the Tenant Mechanical Areas
on the eleventh (11th) and twelfth (12th) floors of the Lexington Avenue
Building available for Tenant's installation of Tenant's equipment therein as
described in the Work Exhibit before Landlord erects the superstructure of the
Building above such Tenant Mechanical Areas (with the understanding, however,
that Landlord shall not be required to delay Landlord's construction of the
superstructure of the Building if Tenant is not then prepared to install such
equipment in such Tenant Mechanical Areas).

                    (L) Subject to the terms of this Section 22.3(L), Landlord
shall cooperate reasonably with Tenant in connection with Tenant's making
arrangements to have the tower crane contractor operate for Tenant's use the
tower cranes that Landlord erects for the construction of the Building for
purposes of Tenant's raising materials and equipment to the Premises or other
Tenant Areas in connection with the Initial Alterations. Tenant's use of such
tower cranes shall be at Tenant's sole cost and expense. Tenant shall have the
right to use such tower cranes only to the extent (if any) that Tenant's use
does not impair or delay in any material respect Landlord's construction of the
Building. Tenant acknowledges that the only times during which Tenant may have
the right to use such tower cranes as contemplated by this Section 22.3(L) may
occur during hours that are not ordinary construction business hours. Landlord

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makes no representation that such tower cranes will be adequate for Tenant's
purposes or available for Tenant's use. Tenant shall seek to use such tower
cranes as contemplated by this Section 22.3(L) only for purposes of raising
materials and equipment that Tenant could not reasonably be expected to use the
Construction Hoists, the Shared Hoist or the Premises Elevators (to the extent
that Tenant otherwise has the right to use the Construction Hoists, the Shared
Hoist and the Premises Elevators in accordance with the terms hereof). If
Tenant's use of such tower cranes as contemplated by this Section 22.3(L) delays
Landlord's performance of the Work in any material respect, then such delay
shall constitute an Unavoidable Delay for purposes hereof. Tenant shall pay to
Landlord the amount of any losses, damages, costs or expenses that Landlord
sustains by virtue of Tenant's use of such tower cranes as contemplated by this
Section 22.3(L) (including, without limitation, any such losses, damages, costs
or expenses that derive from any such tower crane being out of service because
of Tenant's use thereof) (it being understood that Tenant shall make any such
payment to Landlord not later than the thirtieth (30th) day after the date that
Landlord makes a request to Tenant therefor, together with reasonable supporting
documentation for such losses, damages, costs or expenses). Landlord shall also
cooperate reasonably with Tenant in connection with Tenant's making arrangements
to use a street crane (for which Tenant contracts separately) for purposes of
raising any such materials or equipment.

      Section 22.4 (A) Subject to Article 14 hereof, Landlord shall deliver
exclusive possession of each Deliverable Unit to Tenant promptly after the date
that Landlord Substantially Completes the Pre-Delivery Work therein. Promptly
after the Commencement Date for each such Deliverable Unit, Landlord shall
submit to Tenant Landlord's determination of the Usable Area and the Rentable
Area for the applicable Deliverable Unit, along with appropriate backup
indicating the method of measurement (including, without limitation, CADD
Drawings) which determination shall be conclusive and binding on Tenant unless
Tenant objects thereto by giving notice thereof to Landlord on or prior to the
thirtieth (30th) day after the date that Landlord gives such determination to
Tenant. If Tenant so objects to Landlord's determination of the Usable Area and
Rentable Area for such Deliverable Unit, and the parties are unable to resolve
the dispute within thirty (30) days after Tenant gives Landlord notice of such
objection, then either Landlord or Tenant shall have the right to submit such
dispute to an Expedited Arbitration Proceeding. Landlord and Tenant acknowledge
that for purposes of determining the Incremental Area that is includible in
Usable Area, the parties shall take into account that the parties agreed for a
prior design of the Building that the Incremental Areas included the areas shown
on the drawings described in Exhibit 22.4 and made a part hereof.

                    (B) (1) Landlord shall give Tenant a Construction Notice,
not later than June 30, 2001, that sets forth Landlord's statement of the Usable
Area for each Deliverable Unit in the Initial Premises (such statement that
Landlord gives to Tenant being referred to herein as the "Usable Area
Statement"). The Usable Area for each Deliverable Unit that Landlord states in
the Usable Area Statement shall satisfy the requirements set forth in the Work
Exhibit.

            (2) The Usable Area of each Deliverable Unit shall not be less than
the Usable Area set forth in the Usable Area Statement, except that (i) Landlord
shall have the right

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to reduce the Usable Area of a Deliverable Unit located in the Tower Premises by
no more than One Hundred Twenty-Five (125) square feet by giving Construction
Notice thereof to Tenant on or prior to December 31, 2001, (ii) Landlord shall
have the right to reduce the Usable Area of any particular floor on which is
located the Base Premises by no more than Two Hundred Fifty (250) square feet by
giving Construction Notice thereof to Tenant on or prior to December 31, 2001,
(iii) Landlord shall have the right to reduce the Usable Area of the Lower Level
Space located on Lower Level 2 of the Building by no more than One Thousand
(1,000) square feet by giving Construction Notice thereof to Tenant on or prior
to December 31, 2001, (iv) Landlord shall have the right reduce the Usable Area
of a Deliverable Unit to a de minimis extent (whether before or after December
31, 2001), and (v) Landlord shall not have the right to make any such reductions
in Usable Area as contemplated by clauses (i) through (iv) above except to the
extent reasonably relating to Landlord's requirements in constructing the
Building (including any such requirements of Landlord that derive from changes
to the design for the Building that otherwise comply with the provisions of this
Lease) (it being understood that (I) Landlord shall not have the right to reduce
the Usable Area of any particular Deliverable Unit as contemplated by this
clause (2) to accommodate Landlord's temporary facilities in constructing the
Building, and (II) in no event shall this clause (2) permit Landlord to reduce
the Usable Area of a Deliverable Unit to an extent that would not comply with
the requirements of the Work Exhibit).

      Section 22.5 (A) Landlord, prior to the date that Landlord commences the
construction of the superstructure of the Building, shall develop a logistics
plan for the construction of the Building that conforms with good construction
practice (such logistics plan being referred to herein as the "Logistics Plan").
Landlord shall reflect on the Logistics Plan, inter alia, the Construction
Hoists. The Logistics Plan shall be subject to Tenant's approval, which approval
Tenant shall not unreasonably withhold, condition or delay (it being understood,
however, that Tenant shall not have the right to (x) approve elements of the
Logistics Plan which do not materially affect the Initial Premises or the cost
of or scheduling for Tenant's performance of the Initial Alterations therein,
(y) disapprove elements of the Logistics Plan that are required by Requirements,
or (z) disapprove the Logistics Plan to contradict a right expressly granted to
Landlord under this Article 22, including without limitation, Landlord's right
to use the Tower Hoist Area as contemplated by Section 22.15 hereof). Landlord,
in preparing the Logistics Plan, shall take into account Tenant's plans to
install escalators and studios in the portions of the Premises that are adjacent
to the Lexington Place Courtyard, and, accordingly, Landlord shall seek in good
faith and within the bounds of good construction practice and applicable
Requirements to erect a Construction Hoist in the Lexington Place Courtyard that
minimizes to the extent reasonably practicable interference with Tenant
installation of such escalators and studios. Either party shall have the right
to submit a dispute regarding the Logistics Plan to an Expedited Arbitration
Proceeding. Subject to the terms of this Section 22.5(A), Landlord shall not
amend the Logistics Plan in a manner that materially and adversely affects or
materially and adversely delays Tenant's ability to perform the Initial
Alterations or Tenant's use and occupancy of the Premises for the conduct of
business. Landlord shall give to Tenant prompt Construction Notice of any
amendments to the Logistics Plan (and shall consult with Tenant from time to
time in respect of any proposed amendments to the Logistics Plan). Landlord
shall have the right to make changes to the Logistics Plan to the extent
required by Requirements (with the

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understanding that Landlord shall consult with Tenant in respect thereof to the
extent that any such changes materially affect Tenant).

                    (B) Subject to the terms of this Section 22.5(B), Tenant
shall have the right to request in a Construction Notice that Landlord refrain
from demolishing, on or prior to the Commencement Date for a Deliverable Unit,
the temporary toilet facilities that Landlord installs therein. Landlord shall
not demolish such temporary toilet facilities unless Landlord gives Tenant at
least thirty (30) days of advance Construction Notice thereof. Tenant shall not
have the right to make any such request from and after the date that Landlord
demolishes any such temporary toilet facilities. If Tenant makes any such
request, then (i) Landlord shall not demolish such temporary toilet facilities
prior to the applicable Commencement Date, and (ii) Landlord shall have no
obligation to thereafter demolish, repair or maintain such temporary toilet
facilities. Tenant shall not have the right to require Landlord to refrain from
demolishing such temporary toilet facilities as provided in this Section 22.5(B)
if Landlord makes a reasonable determination that the demolition of such
temporary toilet facilities is required to obtain the Zero Occupancy Certificate
of Occupancy for the applicable Deliverable Unit.

      Section 22.6 (A) If Landlord fails to obtain a permit from the applicable
Governmental Authority authorizing Landlord to construct the Building on or
prior to First Milestone Date, then Tenant shall have the right to terminate
this Lease by giving notice thereof to Landlord on or prior to the tenth (10th)
day after the First Milestone Date, as to which date time shall be of the
essence. If Tenant so terminates the Lease, then Landlord shall pay to Tenant an
amount equal to the product obtained by multiplying (i) fifty percent (50%), by
(ii) the actual out-of-pocket costs theretofore incurred by Tenant in connection
with the execution and delivery hereof (including, without limitation, Tenant's
preparation of plans and specifications for the Initial Alterations); provided,
however, that in no event shall such amount due from Landlord to Tenant exceed
Eight Million Dollars ($8,000,000). If Tenant so terminates this Lease, then
Landlord shall pay such amount to Tenant within thirty (30) days after Tenant's
demand therefor (it being understood that Landlord's obligation to make such
payment shall survive Tenant's aforesaid termination hereof). Tenant shall
include with any such demand reasonable supporting information for the costs
described therein. As used herein, the term "First Milestone Date" shall mean
July 1, 2002. Landlord shall file with the appropriate Governmental Authority
the Building Plans for the Lexington Avenue Building, the Bridge Building and
the Third Avenue Building as a single building.

                    (B) If the construction of the Building has not progressed
to the stage described as the Second Construction Milestone on Exhibit 22.6
attached hereto and made a part hereof (the "Second Construction Milestone
Stage") on or prior to Second Milestone Date, then Tenant shall have the right
to terminate this Lease by giving notice thereof to Landlord on or prior to the
tenth (10th) day after the Second Milestone Date, as to which date time shall be
of the essence. If Tenant so terminates the Lease, then (I) Landlord shall pay
to Tenant an amount equal to the product obtained by multiplying (a) fifty
percent (50%), by (b) the Holdover Excess that Tenant actually incurs for the
period commencing on October 1, 2004, and (II) Landlord shall pay to Tenant an
amount equal to the product obtained by multiplying (x) fifty percent (50%), by
(y) the actual out-of-pocket costs theretofore incurred by Tenant in connection
with the

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execution and delivery hereof (including, without limitation, Tenant's
preparation of plans and specifications for the Initial Alterations); provided,
however, that in no event shall the sum of the amounts payable by Landlord to
Tenant under clause (I) and clause (II) above exceed Ten Million Dollars
($10,000,000). Landlord's obligation to pay the amount described in clause (I)
above shall survive the aforesaid termination of this Lease by Tenant. If Tenant
so terminates this Lease, then Landlord shall pay the amount described in clause
(II) above to Tenant within thirty (30) days after Tenant's demand therefor.
Tenant shall include with any such demand reasonable supporting information for
the costs of the nature described in clause (II) above. As used herein, the term
"Second Milestone Date" shall mean August 1, 2004; provided, however, that (A)
the Second Milestone Date shall be adjourned for a number of days equal to the
sum of (i) the number of days that Landlord is delayed in performing the work
necessary to achieve the Second Construction Milestone Stage by reason of
Unavoidable Delays, except that any such adjournment of the Second Milestone
Date by reason of Unavoidable Delays shall not exceed one (1) year in the
aggregate, and (ii) the number of days in the period beginning on the First
Milestone Date and ending on the date immediately preceding the date that
Landlord receives the permit from the applicable Governmental Authority
authorizing Landlord to construct the Building (the number of days described in
this clause (ii) being referred to herein as the "Second Milestone Slide
Amount"), and (B) the Second Milestone Date shall be adjourned by thirty (30)
days for each Deliverable Unit in respect of which the Commencement Date has
theretofore occurred.

                    (C) If the construction of the Building has not progressed
to the stage described as the Third Construction Milestone on Exhibit 22.6
attached hereto (the "Third Construction Milestone Stage") on or prior to Third
Milestone Date, then Tenant shall have the right to terminate this Lease by
giving notice thereof to Landlord on or prior to the tenth (10th) day after the
Third Milestone Date, as to which date time shall be of the essence. If Tenant
so terminates the Lease, then (I) Landlord shall pay to Tenant an amount equal
to the product obtained by multiplying (a) seventy-five percent (75%), by (b)
the Holdover Excess that Tenant actually incurs for the period commencing on
October 1, 2004, and (II) Landlord shall pay to Tenant an amount equal to the
product obtained by multiplying (x) seventy-five percent (75%), by (y) the
actual out-of-pocket costs theretofore incurred by Tenant in connection with the
execution and delivery hereof (including, without limitation, Tenant's
preparation of plans and specifications for the Initial Alterations); provided,
however, that in no event shall the sum of the amounts payable by Landlord to
Tenant under clause (I) and clause (II) above exceed Twenty Million Dollars
($20,000,000). Landlord's obligation to pay the amount described in clause (I)
above shall survive the aforesaid termination of this Lease by Tenant. If Tenant
so terminates this Lease, then Landlord shall pay the amount described in clause
(II) above to Tenant within thirty (30) days after Tenant's demand therefor.
Tenant shall include with any such demand reasonable supporting information for
the costs of the nature described in clause (II) above. As used herein, the term
"Third Milestone Date" shall mean April 1, 2005; provided, however, that (A) the
Third Milestone Date shall be adjourned for a number of days equal to the sum of
(i) the number of days that Landlord is delayed in performing the work necessary
to achieve the Third Construction Milestone Stage by reason of Unavoidable
Delays, except that any such adjournment of the Third Milestone Date by reason
of Unavoidable Delays shall not exceed one (1) year in the aggregate, (ii) the
number of days in the period beginning on the Second Milestone

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Date and ending on the date immediately preceding the date that Landlord
achieves the Second Construction Milestone Stage, and (iii) the Second Milestone
Slide Amount (the sum of the number of days described in clauses (ii) and (iii)
above being referred to herein as the "Third Milestone Slide Amount"), and (B)
the Third Milestone Date shall be adjourned by thirty (30) days for each
Deliverable Unit in respect of which the Commencement Date has theretofore
occurred.

                    (D) If the construction of the Building has not progressed
to the stage described as the Fourth Construction Milestone on Exhibit 22.6
attached hereto (the "Fourth Construction Milestone Stage") on or prior to
Fourth Milestone Date, then Tenant shall have the right to terminate this Lease
by giving notice thereof to Landlord on or prior to the tenth (10th) day after
the Fourth Milestone Date, as to which date time shall be of the essence. If
Tenant so terminates the Lease, then (I) Landlord shall pay to Tenant an amount
equal to the Holdover Excess that Tenant actually incurs for the period
commencing on October 1, 2004, and (II) Landlord shall pay to Tenant an amount
equal to the actual out-of-pocket costs theretofore incurred by Tenant in
connection with the execution and delivery hereof (including, without
limitation, Tenant's preparation of plans and specifications for the Initial
Alterations); provided, however, that in no event shall the sum of the amounts
described in clause (I) and clause (II) above exceed Thirty Million Dollars
($30,000,000). Landlord's obligation to pay the amount described in clause (I)
above shall survive the aforesaid termination of this Lease by Tenant. If Tenant
so terminates this Lease, then Landlord shall pay the amount described in clause
(II) above to Tenant within thirty (30) days after Tenant's demand therefor.
Tenant shall include with any such demand reasonable supporting information for
the costs of the nature described in clause (II) above. As used herein, the term
"Fourth Milestone Date" shall mean November 1, 2005; provided, however, that (A)
the Fourth Milestone Date shall be adjourned for a number of days equal to the
sum of (i) the number of days that Landlord is delayed in performing the work
necessary to achieve the Fourth Construction Milestone Stage by reason of
Unavoidable Delays, except that any such adjournment of the Fourth Milestone
Date by reason of Unavoidable Delays shall not exceed one (1) year in the
aggregate, (ii) the number of days in the period beginning on the Third
Milestone Date and ending on the date immediately preceding the date that
Landlord achieves the Third Construction Milestone Stage, and (iii) the Third
Milestone Slide Amount, and (B) the Fourth Milestone Date shall be adjourned by
thirty (30) days for each Deliverable Unit in respect of which the Commencement
Date has theretofore occurred.

                    (E) Landlord shall not have the right to extend Second
Milestone Date, the Third Milestone Date or the Fourth Milestone Date in each
case as contemplated by this Section 22.6 by reason of the occurrence of an
Unavoidable Delay unless Landlord (x) gives Tenant Construction Notice thereof
not later than the fifteenth (15th) day after the occurrence of such Unavoidable
Delay, and (y) to the extent reasonably practicable, sets forth in such
Construction Notice Landlord's reasonable estimate of the extension of the
Second Milestone Date, the Third Milestone Date or the Fourth Milestone Date
that derives therefrom (it being understood that Landlord shall have the right
to supplement such Construction Notice from time to time to the extent that
Landlord in good faith revises such statement of the extension of the Second
Milestone Date, the Third Milestone Date or the Fourth Milestone Date that
derives from such Unavoidable Delay).

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                    (F) Landlord shall be deemed to have used commercially
reasonable diligent efforts in performing the Work for purposes of Section
22.1(A) hereof if the Work progresses without Tenant having the right to
terminate the Lease as provided in this Section 22.6. Tenant's right to
terminate the Lease as provided in this Section 22.6 shall be Tenant's sole
remedy for Landlord's failure to use commercially reasonable diligent efforts to
perform the Work, except that (x) Tenant shall retain the right to exercise
Tenant's rights as expressly set forth in this Article 22 for Landlord's failure
to perform the Work (or certain Work Components thereof) on or prior to the
dates set forth herein, and (y) Tenant shall have the right to pursue any other
remedies against Landlord that are available to Tenant at law, in equity or as
otherwise set forth herein if Landlord abandons the performance of the Work for
a reason other than an Unavoidable Delay, in wilful and blatant disregard for
Landlord's obligation to perform the Work hereunder (it being understood that
Landlord's failure to commence construction of the structural steel of the
Building because Landlord determines that the Building is not economically
feasible shall be deemed to constitute Landlord's wilful and blatant disregard
for Landlord's obligation to perform the Work hereunder).

                    (G) If (x) the Commencement Date for a particular
Deliverable Unit or for particular Deliverable Units does not occur on or prior
to the Fourth Milestone Date, and (y) Tenant does not (or does not have the
right to) terminate this Lease pursuant to the provisions of this Section 22.6,
then Tenant shall have the right to terminate this Lease solely with respect to
such Deliverable Unit or such Deliverable Units by giving Construction Notice
thereof to Landlord not later than the tenth (10th) day after the Fourth
Milestone Date, as to which date time shall be of the essence. If Tenant so
terminates this Lease with respect to any such Deliverable Unit or Deliverable
Units, then such Deliverable Unit or Deliverable Units shall be deemed to be
deleted from the Entire Premises for all purposes hereof (it being understood
that such Deliverable Unit or Deliverable Units shall also be deemed to be
deleted from the Partial Renewal Space).

      Section 22.7 (A) If Landlord fails to Substantially Complete the Timed
Post-Delivery Work Components for the applicable Deliverable Unit on or prior to
the applicable Post-Delivery Work Date, then Landlord shall pay to Tenant an
amount equal to the excess of (i) the costs that Tenant incurs in performing the
Initial Alterations in such Deliverable Unit, over (ii) the costs that Tenant
would have incurred in performing such Initial Alterations in such Deliverable
Unit but for Landlord's failure to Substantially Complete the Timed
Post-Delivery Work Components in the applicable Deliverable Unit on or prior to
the Post-Delivery Work Date. As used herein, the term "Post-Delivery Work Date"
shall mean, with respect to a particular Timed Post-Delivery Work Component, the
date indicated on the Work Exhibit for the Substantial Completion of such Timed
Post-Delivery Work Component. As used herein, the term "Timed Post-Delivery Work
Components" shall mean the Work Components of Post-Delivery Work identified as
Timed Post-Delivery Work Components on the Work Exhibit. Landlord shall pay to
Tenant the amount described in this Section 22.7 within thirty (30) days after
Tenant's request therefor. Tenant shall include with any such request reasonable
documentation supporting Tenant's calculations as set forth therein. Either
party shall have the right to submit to an Expedited Arbitration Proceeding a
dispute between the parties regarding any such payment.

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                    (B) Landlord shall Substantially Complete the Work
Components of Post-Delivery Work that (i) do not constitute Timed Post-Delivery
Work Components, and (ii) are included in the Post-Delivery Work pursuant to
Section 22.3(I) hereof, with due diligence after the Commencement Date for the
applicable Deliverable Unit.

                    (C) (1) Subject to the terms of this Section 22.7(C),
Landlord and Tenant shall cooperate with each other in good faith to sequence
the performance of the Post-Delivery Work and the Initial Alterations in
accordance with good construction practice. In so scheduling the performance of
the Post-Delivery Work and the Initial Alterations, Landlord shall have
reasonable priority to accomplish the Timed Post-Delivery Work Components. From
and after the First Commencement Date, Tenant shall have reasonable priority
with respect to the Initial Alterations being performing within the Premises (it
being understood that Tenant's aforesaid reasonable priority (x) shall apply
only for the Deliverable Units in respect of which the Commencement Date has
occurred, and (y) shall not limit Landlord's reasonable priority for the Timed
Post-Delivery Work Components). Landlord and Tenant shall attempt in good faith
to resolve promptly any conflict that arises between Landlord's contractors and
Tenant's contractors with respect to work being performed in the Premises.
Landlord and Tenant shall each use diligent efforts to cause their respective
contractors to accommodate and work harmoniously with the other party's
contractors (including, without limitation, in making arrangements for the
storage of tools and materials, in avoiding labor unrest or jurisdictional
disputes, or other similar occurrences that may delay the parties' respective
contractors in performing, or may prevent the parties' respective contractors
from performing, the Work or the Initial Alterations). Either party shall have
the right to submit to an Expedited Arbitration Proceeding any dispute between
the parties regarding the proper sequencing of the Post-Delivery Work and the
Initial Alterations.

                          (2)   Subject to the terms of this Lease, Tenant
(and its contractors) shall have reasonable access to each Deliverable Unit for
which the Commencement Date has occurred at all times and for all purposes
(including, without limitation, for the performance of the Initial Alterations).
Tenant shall have the right to use the Premises Elevators and the loading docks,
loading bays (in addition to the loading bays that Tenant has the right to use
exclusively under Section 2.5 hereof), and truck elevator during Tenant's
performance of the Initial Alterations on the same terms and conditions
applicable to Landlord's contractors (with the understanding, however, that
nothing contained in this Section 22.7(C)(2) limits Landlord's reasonable
priority with respect to the performance of the Timed Post-Delivery Work
Components as set forth in Section 22.7(C)(1) hereof). Tenant shall comply with
the procedures and regulations as are uniformly and reasonably prescribed and
enforced by Landlord from time to time for Landlord's contractors and Tenant's
contractors with respect to coordinating their respective work and activities
with any other work or activity in the Premises or the Building.

      Section 22.8 (A) Subject to the terms of this Section 22.8, if (x) the
Commencement Date for a particular Deliverable Unit does not occur on or prior
to Commencement Cutoff Date for such Deliverable Unit, or (y) Landlord does not
Substantially Complete a Timed Post-Delivery Work Component for a particular
Deliverable Unit on or prior to the Post-Delivery Work Date therefor, then
Landlord shall pay to Tenant an amount equal to the product obtained by
multiplying (a) the Applicable Percentage, by (b) the Holdover Excess

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for the period (the "Work Holdover Period") from October 1, 2004 and extending
thereafter for the number of days in the period (i) commencing on the
Commencement Cutoff Date for the applicable Deliverable Unit and ending on the
day immediately preceding the Commencement Date for such Deliverable Unit, or
(ii) commencing on the applicable Post-Delivery Work Date and ending on the day
immediately preceding the date that Landlord Substantially Completes the
applicable Timed Post-Delivery Work Component, as the case may be. If the
Commencement Date for a particular Deliverable Unit occurs before the
Commencement Cutoff Date, then Landlord shall not be required to make the
payment to Tenant as contemplated by this Section 22.8 in respect of Landlord's
failure to Substantially Complete a Timed Post-Delivery Work Component, unless
Landlord fails to Substantially Complete the applicable Timed Post-Delivery Work
Component on or prior to the applicable Post-Delivery Work Date that would have
applied if the Commencement Date for such Deliverable Unit was the Commencement
Cutoff Date. As used herein, the term "Commencement Cutoff Date" shall mean June
1, 2004, except that in respect of the First Delivery Component, the
Commencement Cutoff Date shall be January 1, 2004. As used herein, the term
"Applicable Percentage" shall mean (i) fifty percent (50%) for Holdover Excess
that accrues during the period of one (1) year commencing on October 1, 2004,
(ii) fifty percent (50%) for Holdover Excess that accrues during the period of
one (1) year commencing on October 1, 2005, (iii) seventy-five percent (75%) for
Holdover Excess that accrues during the period of one (1) year commencing on
October 1, 2006, and (iv) one hundred percent (100%) for Holdover Excess that
accrues from and after October 1, 2007. The aggregate amount that Landlord pays
to Tenant under this Section 22.8(A) shall not exceed (I) the greater of (X)
Eight Hundred Seventy-Six Thousand Dollars ($876,000), and (Y) the product
obtained by multiplying (A) Four Thousand Eight Hundred Dollars ($4,800), by (B)
the number of days in the Work Holdover Period (or the portion thereof) that
occur during the period of one (1) year commencing on October 1, 2004, (II) the
greater of (X) One Million Three Hundred Eighty-One Thousand Fourteen Dollars
($1,381,014), and (Y) the product obtained by multiplying (A) Seven Thousand
Five Hundred Sixty-Seven and 20/100 Dollars ($7,567.20), by (B) the number of
days in the Work Holdover Period that occur during the period of one (1) year
commencing on October 1, 2005, (III) the greater of (X) Three Million Three
Hundred Sixty-One Thousand Six Hundred Fifty Dollars ($3,361,650), and (Y) the
product obtained by multiplying (A) Eighteen Thousand Four Hundred Twenty
Dollars ($18,420), by (B) the number of days in the Work Holdover Period that
occur during the period of one (1) year commencing on October 1, 2006, (IV) the
greater of (X) Four Million Nine Hundred Twenty-Three Thousand Nine Hundred
Ninety-Six Dollars ($4,923,996), and (Y) the product obtained by multiplying (A)
Twenty-Six Thousand Nine Hundred Eighty and 80/100 Dollars ($26,980.80), by (B)
the number of days in the Work Holdover Period that occur during each period of
one (1) year from and after October 1, 2007. Landlord shall make any such
payment to Tenant on or prior to the thirtieth (30th) day after Tenant's demand
therefor. Tenant shall include with any such demand reasonable supporting
information for the charges specified therein. Either party shall have the right
to submit to an Expedited Arbitration Proceeding any dispute between the parties
regarding any such payment.

                    (B) As used herein, the term "Existing Leases" shall mean
the leases described on Exhibit 22.8 attached hereto and made a part hereof. As
used herein, the term "Holdover Costs" shall mean the actual rent, penalties and
damages that Tenant is required to pay

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to the landlords under the Existing Leases by reason of Tenant's failure to
vacate the Holdover Premises (it being understood that Holdover Costs shall
include, without limitation, liability that Tenant has to indemnify the
landlords under the Existing Leases for losses sustained by such landlords in
connection with Tenant's failure to vacate the Holdover Premises). As used
herein, the term "Holdover Premises" shall mean the premises demised by the
Existing Leases that Tenant fails to vacate at or prior to the expiration of the
term thereof by reason of Landlord's failure to (x) Substantially Complete the
Timed Post-Delivery Work Components on or prior to applicable Post-Delivery Work
Date, or (y) cause the Commencement Date for a particular Deliverable Unit to
occur on or prior to the Commencement Cutoff Date, as the case may be (it being
understood that for purposes of calculating the amounts due from Landlord to
Tenant under Section 22.6 hereof, the "Holdover Premises" shall mean the
premises demised under the Existing Leases with respect to which Tenant has
liability to the landlords thereof by reason of Tenant's failure to vacate such
premises at or prior to the expiration of the term thereof by reason of (i)
Landlord's failure to obtain a permit from the applicable Governmental Authority
authorizing Landlord to construct the Building on or prior to the First
Milestone Date, (ii) Landlord's failure to cause the Work to achieve the Second
Construction Milestone Stage on or prior to the Second Milestone Date, (iii)
Landlord's failure to cause the Work to achieve the Third Construction Milestone
Stage on or prior to the Third Milestone Date, or (iv) Landlord's failure to
cause the Work to achieve the Fourth Construction Milestone Stage on or prior to
the Fourth Milestone Date, as the case may be). As used herein, the term
"Holdover Excess" shall mean, with respect to a particular period, the excess,
if any, of (x) the Holdover Costs for such period, over (y) the fair market
rental value of the Holdover Premises for such period. Tenant hereby represents
and warrants to Landlord that the information set forth in Exhibit 22.8 attached
hereto summarizing the terms of the Existing Leases regarding Tenant's failure
to surrender possession to the Landlord of the premises demised thereby is true,
correct and complete (such terms being referred to herein as the "Holdover
Terms"). Tenant acknowledges that Landlord shall be entitled to negotiate
jointly with Tenant with respect to the Holdover Terms, including, without
limitation, the Holdover Costs. Landlord and Tenant shall cooperate with each
other in all respects in connection with any such negotiations conducted jointly
by Landlord and Tenant. Landlord and Tenant shall also conduct jointly the
defense of any lawsuit or other similar proceeding brought by the landlords
under the Existing Leases to recover or liquidate Holdover Costs. Neither
Landlord nor Tenant shall accept a proposed settlement or compromise of a
dispute relating to the Holdover Costs without the consent of the other party.
If (i) the landlords under the Existing Leases propose to settle or otherwise
compromise a dispute regarding the Holdover Costs, (ii) either Landlord or
Tenant proposes to accept such settlement or compromise, (iii) the other party
does not wish to accept such settlement or compromise, (iv) such dispute is
subsequently settled or determined, and (v) the Holdover Costs, as so
subsequently settled or determined, exceed the Holdover Costs that would have
been payable if the parties had initially accepted such proposed settlement or
compromise, then (I) such excess shall be payable solely by the party that
refused to accept such compromise or settlement, and (II) such excess shall not
constitute part of Holdover Costs for purposes of determining the Holdover
Excess under this Section 22.8(B). If Tenant, at any time from and after the
date hereof, makes an agreement with any of the landlords under the Existing
Leases that modifies any of the Holdover Terms in a manner that is adverse to
Tenant, then Landlord shall have no obligation to make any payments to Tenant as
contemplated by this Section 22.8 to the extent

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that such agreement increases Landlord's liability under this Section 22.8;
provided, however, that if (i) Tenant hereafter enters into an agreement with a
landlord under an Existing Lease to expand for a good business purpose the space
demised to Tenant in the applicable buildings, (ii) Tenant gives Landlord notice
thereof (together with a true, correct and complete copy of such agreement with
such landlord), and (iii) the terms of such agreement regarding such landlord's
rights in the event of Tenant's holdover in such expansion space are not
materially less favorable to Tenant than the Holdover Terms, then Tenant shall
be entitled to include Holdover Costs that Landlord incurs in connection
therewith in its calculation of the Holdover Excess for purposes hereof. Tenant
shall take reasonable steps to minimize, to the extent reasonably practicable,
the Holdover Costs that Tenant incurs.

      Section 22.9 Landlord shall permit Tenant to move into the Premises its
furniture, furnishings, equipment, supplies and other items of personal property
that Tenant requires for its initial occupancy of the Premises for the conduct
of business over one or more weekends, between 6:00 P.M. on Friday and 6:00 A.M.
on Monday, and during weekday evening hours between 6:00 P.M. and 6:00 A.M.,
through the entrance to the Exclusive Lobby Area on the Lexington Place
Courtyard, in each case to the extent that Tenant's doing so does not interfere
in any material respect with the operation or construction of other portions of
the Building.

      Section 22.10 Landlord and Tenant acknowledge that the labor unions
involved in the performance of the Initial Alterations by Tenant and the
construction of the Building by Landlord (including, without limitation, the
performance of the Work by Landlord) may require the presence of certain
personnel on site to supplement the union laborers actively engaged in the
performance of the Initial Alterations for Tenant or such construction for
Landlord (such as, for example, a union requirement that a standby elevator
operator and operating engineer be on-site when four (4) or more elevator
operators are on-site). Tenant shall bear the cost of any such supplemental
personnel that may be required to be engaged by Tenant for purposes of Tenant's
performance of the Initial Alterations. Landlord shall bear the cost of any such
supplemental personnel that is required to be engaged by Landlord for purposes
of Landlord's construction of the Building (including, without limitation,
Landlord's performance of the Work).

      Section 22.11 (A) Landlord shall cause at least two (2) of the Low Rise
Office Elevators to be available for Tenant's exclusive use as contemplated by
Section 27.1 hereof and in conformity with the Work Exhibit to gain access to a
particular Deliverable Unit in the Base Premises not later than fourteen (14)
days after the date that all of the following events have occurred: (i) the
Commencement Date has occurred for such Deliverable Unit, (ii) Tenant has
completed its installation of a raised floor or a temporary elevator landing
ramp, in either case in accordance with applicable Requirements, to accommodate
the Low Rise Office Elevators that serve such Deliverable Unit, and (iii) Tenant
gives Landlord a Construction Notice to the effect that the event described in
clause (ii) above has occurred. Subject to the terms of this Section 22.11(A),
Landlord shall cause at least one (1) of the Low Rise Office Elevators that have
not theretofore been delivered by Landlord to Tenant to be available for
Tenant's exclusive use as contemplated by Section 27.1 hereof and in conformity
with the Work Exhibit within each succeeding period of fourteen (14) days from
the day that the first two (2) of such passenger elevators were made available
for Tenant's use as contemplated by this Section 22.11(A).

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Landlord shall have the right to retain the right to use no more than two (2) of
the Low Rise Office Elevators to accommodate Landlord's requirements in
constructing the Building (with the understanding that Landlord shall have the
right to retain exclusive use of such Low Rise Office Elevators); provided,
however, that if (x) Landlord so retains the right to use one (1) of the Low
Rise Office Elevators, then Landlord shall cause such Low Rise Office Elevator
to be available for Tenant's exclusive use as contemplated by Section 27.1
hereof and in conformity with the Work Exhibit not later than the two hundred
fortieth (240th) day after the First Commencement Date, and (y) Landlord so
retains the right to use two (2) of the Low Rise Elevators, then Landlord shall
cause (I) one (1) of such Low Rise Office Elevators to be available for Tenant's
exclusive use as contemplated by Section 27.1 hereof not later than the two
hundred tenth (210th) day after the First Commencement Date, and (II) the other
of such Low Rise Office Elevators to be available for Tenant's exclusive use as
contemplated by Section 27.1 hereof and in conformity with the Work Exhibit not
later than the two hundred fortieth (240th) day after the First Commencement
Date. If Landlord retains the use of any of the Low Rise Office Elevators as
contemplated by this Section 22.11(A), then (x) Landlord shall have reasonable
access thereto through the Exclusive Lobby Area in a manner that does not
interfere in any material respect with Tenant's performance of the Initial
Alterations in the Exclusive Lobby Area or the Premises, and (y) Landlord shall
comply with the procedures and regulations as are uniformly and reasonably
prescribed and enforced by Tenant from time to time for Tenant's contractors and
Landlord's contractors with respect to coordinating their respective
requirements to gain access to such Low Rise Office Elevators through the
Exclusive Lobby Area.

                    (B) Landlord shall cause at least two (2) of the Mid Rise
Office Elevators to be available for Tenant's use as contemplated by Section
27.1 hereof and in conformity with the Work Exhibit to gain access to a
particular Deliverable Unit in the Tower Premises not later than fourteen (14)
days after the date that all of the following events have occurred: (i) the
Commencement Date has occurred for such Deliverable Unit, (ii) Tenant has
completed its installation of a raised floor or a temporary elevator landing
ramp, in either case in accordance with applicable Requirements, to accommodate
the Mid Rise Office Elevators that serve such Deliverable Unit, and (iii) Tenant
gives Landlord a Construction Notice to the effect that the event described in
clause (ii) above has occurred. Landlord shall cause at least one (1) of the Mid
Rise Office Elevators that have not theretofore been delivered by Landlord to
Tenant for Tenant's use as contemplated by this Section 22.11 to be available
for Tenant's use as contemplated by Section 27.1 hereof and in conformity with
the Work Exhibit within each succeeding period of fourteen (14) days from the
day that the first two (2) of such passenger elevators were made available for
Tenant's use as contemplated by this Section 22.11(B). Landlord shall have the
right to retain the right to use no more than two (2) of the Mid Rise Office
Elevators to accommodate Landlord's requirements in constructing the Building
(with the understanding that Landlord shall have the right to retain exclusive
use of such Mid Rise Office Elevators); provided, however, that if (x) Landlord
so retains the right to use one (1) of the Mid Rise Office Elevators, then
Landlord shall cause such Mid Rise Office Elevator to be available for Tenant's
exclusive use as contemplated by Section 27.1 hereof and in conformity with the
Work Exhibit not later than the two hundred fortieth (240th) day after the first
Commencement Date that occurs for a Deliverable Unit in the Tower Premises, and
(y) Landlord so retains the right to use two (2) of the Mid Rise Office
Elevators, then Landlord shall cause (I) one (1) of

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such Mid Rise Office Elevators to be available for Tenant's exclusive use as
contemplated by Section 27.1 hereof and in conformity with the Work Exhibit not
later than the two hundred tenth (210th) day after the first Commencement Date
that occurs for a Deliverable Unit in the Tower Premises, and (II) the other of
such Mid Rise Office Elevators to be available for Tenant's exclusive use as
contemplated by Section 27.1 hereof and in conformity with the Work Exhibit not
later than the two hundred fortieth (240th) day after such Commencement Date. If
Landlord retains the use of any of the Mid Rise Office Elevators as contemplated
by this Section 22.11(B), then (x) Landlord shall have reasonable access thereto
through the Exclusive Lobby Area in a manner that does not interfere in any
material respect with Tenant's performance of the Initial Alterations in the
Exclusive Lobby Area or the Premises, and (y) Landlord shall comply with the
procedures and regulations as are uniformly and reasonably prescribed and
enforced by Tenant from time to time for Tenant's contractors and Landlord's
contractors with respect to coordinating their respective requirements to gain
access to such Mid Rise Office Elevators through the Exclusive Lobby Area.

                    (C) Landlord shall cause the Premises Elevator that
constitutes a freight elevator in the Lexington Avenue Building to be available
for Tenant's exclusive use as contemplated by Section 27.1 hereof not later than
the one hundred eightieth (180th) day after the First Commencement Date (with
the understanding that such freight elevator shall service Lower Level 3 of the
Building not later than the one hundred eightieth (180th) day after the First
Commencement Date).

                    (D) Landlord shall cause the Premises Elevator that
constitutes the freight elevator in the Third Avenue Building to be available
for Tenant's non-exclusive use as contemplated by Section 27.1 hereof not later
than the ninetieth (90th) day after the First Commencement Date.

      Section 22.12 Landlord and Tenant acknowledge that certain of the Work
Components as described in the Work Exhibit (such Work Components being
collectively referred to herein as the "Tenant Design Components") require that
Tenant will submit to Landlord the design therefor. Landlord shall have the
right to approve the plans that Tenant designs for the Tenant Design Components,
which approval Landlord shall not unreasonably withhold, condition or delay.
Landlord shall not have any obligation to perform the Tenant Design Components
as part of the Work unless Tenant delivers the appropriate documentation
required for the construction thereof in accordance with good construction
practice on or prior to the dates indicated on the Work Exhibit (it being
understood that the time periods for Tenant to deliver such documentation to
Landlord shall not commence unless and until Landlord has given to Tenant a
Construction Notice to the effect that such time period has commenced);
provided, however, that if Tenant submits such documentation for any Tenant
Design Component after the applicable date set forth in the Work Exhibit, then
(x) Landlord shall nevertheless accommodate Tenant and perform the applicable
Tenant Design Component to the extent that Landlord's performance of the Work is
not otherwise materially and adversely affected thereby, and (y) Tenant shall
reimburse Landlord for the actual incremental out-of-pocket costs that Landlord
incurs in so accommodating Tenant and that derive from Tenant's delay in making
such submission to Landlord (in addition to the cost of the applicable Tenant
Work Component as contemplated by Section 22.2 hereof), within

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thirty (30) days after Landlord's request therefor from time to time (it being
understood that Landlord, in any such request for reimbursement, shall include
reasonable supporting documentation therefor), except that the provisions of
clause (y) above shall not apply to the extent that Tenant's failure to submit
the design for a Tenant Design Component derives from Landlord's failure to act
in good faith and with reasonable diligence in consulting with Tenant in
connection with Tenant's aforesaid design. If (i) the Work Exhibit contemplates
that Tenant is required to submit plans for a Tenant Design Component within a
particular period of time after Landlord submits the applicable Building Plans
to Tenant, and (ii) Landlord modifies such Building Plans in any material
respect after issuing such Building Plans to Tenant, then the date by which
Tenant is required to submit to Landlord to such plans for the applicable Tenant
Design Component shall be extended to the extent reasonably necessary for Tenant
to adapt Tenant's plans for such Tenant Design Component to Landlord's revised
Building Plan. Either party shall have the right to submit a dispute between the
parties under this Section 22.12 to an Expedited Arbitration Proceeding.

      Section 22.13 Subject to the terms of this Section 22.13, if Landlord does
not commence the erection of the structural steel for the Building above ground
level on or prior to the fifth (5th) anniversary of the date hereof, then
Landlord shall have the right to terminate this Lease by giving notice thereof
to Tenant not later than the fifteenth (15th) day after such fifth (5th)
anniversary (as to which period of fifteen (15) days time shall be of the
essence), in which case neither Landlord nor Tenant shall have any continuing
rights or obligations hereunder, except to the extent that this Lease expressly
provides that the respective rights and obligations of the parties survive the
termination hereof. If Landlord exercises Landlord's right to terminate this
Lease pursuant to this Section 22.13, then Landlord shall pay to Tenant,
simultaneously with Landlord's aforesaid notice to Tenant, the amount to which
Tenant would have otherwise been entitled if Tenant exercised Tenant's rights to
terminate this Lease under Section 22.6(D) hereof by reason of Landlord's
failure to have reached the Fourth Construction Milestone Stage on or prior to
the Fourth Milestone Date. Tenant shall cooperate reasonably with Landlord,
promptly after Landlord's request, to provide Landlord with the information that
Landlord requires to calculate the aforesaid amount due from Landlord to Tenant
if Landlord so terminates this Lease.

      Section 22.14 (A) Landlord and Tenant acknowledge that Landlord intends to
erect a construction hoist to service the Third Avenue Building (such hoist
being referred to herein as the "Shared Hoist").

                    (B) Landlord shall erect the Shared Hoist to the extent
permitted by applicable Requirements, in substantial accordance with the
Logistics Plan and in accordance with good construction practice as the
construction of the Building progresses. Landlord shall not consummate the
rental agreement with the supplier of the Shared Hoist unless Landlord has
theretofore given Tenant a reasonable opportunity to consult with Landlord in
connection therewith. Tenant shall reimburse Landlord for fifty percent (50%) of
the actual out-of-pocket costs incurred by Landlord in connection with the
installation of the Shared Hoist within thirty (30) days after Landlord's
request therefor from time to time (it being understood, however, that such
costs shall not include the costs associated with staffing and operating the
Shared Hoist). Landlord shall include in any such request reasonable supporting
documentation for the costs described therein. If (i) Tenant fails to make any
such payments to Landlord when due, and

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(ii) such failure continues for more than ten (10) Business Days after Landlord
gives Tenant notice thereof, then Landlord shall have all rights and remedies of
law, in equity or as otherwise set forth herein. Landlord shall cause the Shared
Hoist to be priced separately from the remainder of the Construction Hoists.
Landlord, in consummating the contract for the Shared Hoist, shall use
reasonable efforts to provide for Landlord or Tenant having the right to use the
Shared Hoist at times other than ordinary construction hours.

                    (C) Subject to the terms of this Section 22.14(C), Landlord
shall have the right to use the Shared Hoist exclusively for the period ending
on the First Commencement Date (such period being referred to herein as
"Landlord's Exclusive Hoist Period"). Landlord shall pay the costs associated
with renting, staffing and operating the Shared Hoist during Landlord's
Exclusive Hoist Period. If (i) Tenant requires access to the Shared Hoist during
Landlord's Exclusive Hoist Period, and (ii) Tenant gives Construction Notice
thereof to Landlord, then Landlord and Tenant shall consult with each other in
good faith to arrange for Tenant's use of the Shared Hoist during Landlord's
Exclusive Hoist Period to the extent that Tenant's use of the Shared Hoist does
not interfere in any material respect with Landlord's use of the Shared Hoist
during Landlord's Exclusive Hoist Period. Tenant shall not have the right to
place a standing order for time on the Shared Hoist during Landlord's Exclusive
Hoist Period. If Tenant uses the Shared Hoist during Landlord's Exclusive Hoist
Period as contemplated by this Section 22.14(C), then Tenant shall pay to
Landlord an amount equal to Tenant's equitable share of the actual out-of-pocket
costs incurred by Landlord (without overhead, profit or markup to Landlord) in
renting, staffing and operating the Shared Hoist for the period that Tenant so
uses the Shared Hoist, within thirty (30) days after Landlord's request therefor
from time to time (the hourly charge that Landlord imposes on Tenant for
Tenant's use of the Shared Hoist during Landlord's Exclusive Hoist Period being
referred to herein as the "Hourly Hoist Rate"). If (i) Tenant fails to make any
such payments to Landlord when due, and (ii) such failure continues for more
than ten (10) Business Days after Landlord gives Tenant notice thereof, then
Landlord, shall have all rights and remedies of law, in equity or as otherwise
set forth herein.

                    (D) Subject to the terms of this Section 22.14(D), Tenant
shall have the right to use the Shared Hoist exclusively for the period
commencing on the day immediately following the last day of Landlord's Exclusive
Hoist Period and ending on a date designated by Landlord on no less than
forty-five (45) days of advance Construction Notice thereof (such period being
referred to herein as "Tenant's Exclusive Hoist Period"). Landlord shall not
have the right to designate that the last day of Tenant's Exclusive Hoist Period
occurs earlier than the later to occur of (I) the one hundred eightieth (180th)
day after the Commencement Date that first occurs for a Deliverable Unit in the
Third Avenue Building, and (II) the date that the freight elevator in the Third
Avenue Building is available for Tenant's non-exclusive use; provided, however,
that if (a) Landlord executes and delivers a lease with a tenant for space on
the ground level or the second (2nd) floor of the Third Avenue Building, and (b)
the freight elevator in the Third Avenue Building is then available for Tenant's
non-exclusive use, then Landlord shall have the right to terminate Tenant's
Exclusive Hoist Period at any time from and after the one hundred twentieth
(120th) day after the Commencement Date that first occurs for a Deliverable Unit
in the Third Avenue Building to the extent Landlord reasonably requires to
accommodate such tenant. If Landlord exercises Landlord's aforesaid right to
terminate Tenant's Exclusive

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Hoist Period earlier than the one hundred eightieth (180th) day after the
Commencement Date that first occurs for a Deliverable Unit in the Third Avenue
Building, then, during the period commencing on the last day of Tenant's
Exclusive Hoist Period and ending on the one hundred eightieth (180th) day after
such Commencement Date, Landlord shall permit Tenant to have exclusive use of
the freight elevator in the Third Avenue Building during at least three (3)
hours per Business Day (during ordinary construction business hours) (with the
understanding that Tenant also shall have non-exclusive use of such freight
elevator in reasonable cooperation with Landlord during hours other than the
aforesaid three (3) hours per Business Day with respect to which Tenant has
exclusive use of such freight elevator). Tenant shall have the right to
terminate Tenant's Exclusive Hoist Period by giving Landlord not less than
ninety (90) days of advance Construction Notice thereof. Tenant shall pay the
costs associated with renting, staffing and operating the Shared Hoist during
Tenant's Exclusive Hoist Period. If (i) Landlord requires access to the Shared
Hoist during Tenant's Exclusive Hoist Period, and (ii) Landlord gives
Construction Notice thereof to Tenant, then Landlord and Tenant shall consult
with each other in good faith to arrange for Landlord's use of the Shared Hoist
during Tenant's Exclusive Hoist Period to the extent that Landlord's use of the
Shared Hoist does not interfere in any material respect with Tenant's use of the
Shared Hoist during Tenant's Exclusive Hoist Period. Landlord shall not have the
right to place a standing order for time on the Shared Hoist during Tenant's
Exclusive Hoist Period. If Landlord uses the Shared Hoist during Tenant's
Exclusive Hoist Period as contemplated by this Section 22.14(D), then Landlord
shall pay to Tenant an amount equal to Landlord's equitable share of the actual
out-of-pocket costs incurred by Tenant (without overhead, profit, or markup) in
renting, staffing and operating the Shared Hoist for the period that Landlord so
uses the Shared Hoist, within thirty (30) days after Tenant's request therefor
from time to time (it being understood that if Tenant uses the Shared Hoist
during Landlord's Exclusive Hoist Period as contemplated by Section 22.14(C)
hereof, then such amount charged to Landlord for Landlord's use of the Shared
Hoist during Tenant's Exclusive Hoist Period shall be calculated using the
Hourly Hoist Rate). Landlord and Tenant shall accomplish the transfer from
Landlord to Tenant of primary responsibility for the Shared Hoist on the first
day of Tenant's Exclusive Hoist Period by assigning (or causing Landlord's
general contractor to assign) to Tenant the hoist contract for the Shared Hoist.
Tenant shall re-assign such hoist contract to Landlord (or such general
contractor, if so designated by Landlord) not later than the date that the
removal of the Shared Hoist must commence in accordance with good construction
practice so that the Shared Hoist is removed completely not later than the
sixtieth (60th) day after the last day of Tenant's Exclusive Hoist Period.
Tenant shall remain responsible for the costs of staffing and operating the
Shared Hoist for the entire Tenant's Exclusive Hoist Period as contemplated by
this Section 22.14, notwithstanding Tenant's aforesaid re-assignment of the
hoist contract to Landlord (or Landlord's general contractor), provided that
Landlord does not use the Shared Hoist for the construction of the Building
following such re-assignment. Tenant shall reimburse Landlord for fifty percent
(50%) of the actual out-of-pocket costs incurred by Landlord in connection with
the removal of the Shared Hoist within thirty (30) days after Landlord's request
therefor (provided that Landlord includes in any such request reasonable
supporting documentation for the costs described therein).

                    (E) Tenant shall indemnify and save the Landlord Indemnitees
harmless from and against any claims made by third parties relating to the
operation of the

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Shared Hoist that accrue during the period that the contract for the Shared
Hoist is held by Tenant. Landlord shall indemnify and save the Tenant
Indemnitees harmless from and against any claims made by third parties relating
to the erection, operation or removal of the Shared Hoist that accrue during the
period that the contract for the Shared Hoist is held by Landlord (or Landlord's
contractor).

                    (F) Either party shall have the right to submit to an
Expedited Arbitration Proceeding any dispute between the parties relating to the
Shared Hoist.

      Section 22.15 (A) Subject to the terms of this Section 22.15, Landlord
shall be deemed to have delivered possession of a Deliverable Unit for purposes
hereof (and, accordingly, the Commencement Date for such Deliverable Unit shall
be deemed to have occurred) notwithstanding that Landlord retains a portion of
each floor of the Base Premises that is located in the Lexington Avenue Building
to accommodate a construction hoist that Landlord intends to erect for the
construction of the Lexington Avenue Building (such construction hoist being
referred to herein as the "Tower Hoist"; the portion of a Deliverable Unit that
Landlord retains as aforesaid to accommodate the Tower Hoist being referred to
herein as the "Tower Hoist Area"). The Tower Hoist Area that Landlord so retains
shall be located only (i) west of column line 5 (as reflected on the Schematic
Drawings) (to accommodate a Tower Hoist that is erected adjacent to East 59th
Street), (ii) north of column line D and south of column line E (as reflected on
the Schematic Drawings) (to accommodate a Tower Hoist that is erected adjacent
to Lexington Avenue), or (iii) at a location that is between column line 1 and
column line 4 (as reflected on the Schematic Drawings) (to accommodate a Tower
Hoist that is erected adjacent to East 58th Street). The Tower Hoist Area shall
not be comprised of more than nine hundred (900) square feet of Usable Area.
Landlord shall not have the right to use more than one Tower Hoist Area within
the Premises as contemplated by this Section 22.15.

                    (B) Subject to the terms of this Section 22.15, if Landlord
so delivers possession of a Deliverable Unit to Tenant without the Tower Hoist
Area, then (i) Landlord shall use due diligence in accordance with good
construction practice to deliver to Tenant possession of the Tower Hoist Area
(with the Pre-Delivery Work therein Substantially Completed) as promptly as
reasonably practicable, (ii) Tenant shall be entitled to reduce the Fixed Rent
that is otherwise due hereunder from and after the Rent Commencement Date for
such Deliverable Unit based on the proportion that the Rentable Area of the
Tower Hoist Area for such Deliverable Unit and any adjacent area in such
Deliverable Unit that Tenant could not be reasonably expected to use for office
purposes by reason of Landlord's use of the Tower Hoist Area bears to the
Rentable Area of such Deliverable Unit until the earlier to occur of (x) the one
hundred eightieth (180th) day after the date that Landlord delivers possession
of the Tower Hoist Area to Tenant (with the Pre-Delivery Work therein
Substantially Completed), and (y) the date that Tenant uses the Tower Hoist Area
or such adjacent area for the conduct of business, (iii) Landlord, at Landlord's
sole cost and expense, shall construct and maintain in accordance with good
construction practice weather-tight demising walls to enclose the Tower Hoist
Area during the period ending on the date that Landlord so delivers possession
of the Tower Hoist Area to Tenant, and (iv) Landlord shall remove such demising
walls prior to the date that Landlord so delivers possession of the Tower Hoist
Area to Tenant.

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                    (C) If Landlord fails to deliver possession of the Tower
Hoist Area to Tenant as provided in Section 22.15(B) hereof on or prior to the
first (1st) anniversary of the First Commencement Date (with the Pre-Delivery
Work therein Substantially Completed), then, without limiting Tenant's right to
the abatement of Rental to which Tenant is entitled under Section 22.15(B)
hereof, Landlord shall pay to Tenant, from time to time, within thirty (30) days
after Tenant's request therefor, an amount equal to the sum of:

                    (i)   the decrease (if any) in the value to Tenant of the
                          Premises (other than the Tower Hoist Area) that
                          derives from Landlord's retention of the Tower Hoist
                          Area;

                    (ii)  the actual out-of-pocket costs that Tenant sustains to
                          perform Alterations in the Premises to accommodate
                          Landlord's retention of the Tower Hoist Area
                          (including, without limitation, Alterations that
                          Tenant performs to re-stack Tenant's business
                          operations to the extent reasonably necessary to
                          accommodate Landlord's retention of the Tower Hoist
                          Area); and

                    (iii) any other reasonable out-of-pocket costs actually
                          incurred by Tenant to the extent resulting from
                          Landlord's retention of the Tower Hoist Area.

Any request made by Tenant for payment under this Section 22.15(C) shall not be
effective unless Tenant includes therein reasonable supporting documentation for
the amount set forth therein.

                    (D) If (x) Landlord fails to make a payment to Tenant as
required by Section 22.15(C) hereof, and (y) such failure continues for more
than ten (10) days after the date that Tenant gives Landlord notice thereof,
then Tenant, in addition to Tenant's other rights at law or in equity or as
otherwise set forth herein, shall have the right to offset the amount of such
payment against the Rental thereafter coming due hereunder, together with
interest thereon calculated at the Applicable Rate from the date that such
payment first became due and payable to Tenant hereunder to the date that Tenant
makes such offset against Rental.

                    (E) Either party shall have the right to submit a dispute
between the parties under this Section 22.15 to an Expedited Arbitration
Proceeding.

                    (F) Tenant shall use Tenant's reasonable efforts to design
the Initial Alterations in a manner that seeks to accommodate, to the extent
reasonably practicable, Landlord's right to retain the Tower Hoist Area as
contemplated by this Section 22.15.

                    (G) Subject to the terms of this Section 22.15(G), Landlord
shall permit Tenant to use one (1) car of the Tower Hoist (or, at Landlord's
option, one (1) car of another Construction Hoist that Landlord erects to
accommodate Landlord's construction of the Lexington Avenue Building) for three
(3) consecutive hours per Business Day during the period from the First
Commencement Date to the date that Landlord delivers to Tenant for Tenant's

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exclusive use the Premises Elevator that constitutes a freight elevator in the
Lexington Avenue Building. Tenant shall have the right to use the Tower Hoist
(or such other Construction Hoist) solely for purposes of accommodating Tenant's
performance of the Initial Alterations in the Base Premises. Landlord shall have
the right to designate the aforesaid period of three (3) consecutive hours on
each Business Day; provided, however, that such period of three (3) consecutive
hours shall occur only during ordinary construction business hours. Tenant shall
pay to Landlord, within thirty (30) days after Landlord's request from time to
time, an amount equal to the costs incurred by Landlord in operating the Tower
Hoist (or such Construction Hoist) during such period. Landlord shall include
with any such request for payment reasonable supporting documentation for the
costs described therein.

      Section 22.16 Landlord and Tenant acknowledge that if the Work
contemplates the existence of an opening between the fifth (5th) and sixth (6th)
floors of the Building, then applicable Requirements may require that a solid
wall exist at the points where the seventh (7th) floor of the Lexington Avenue
Building meets the Bridge Building, and where the seventh (7th) floor of the
Third Avenue Building meets the Bridge Building. Subject to the terms of this
Section 22.16, if the Work contemplates such openings between the fifth (5th)
and sixth (6th) floors of the Building, then Landlord shall use Landlord's
reasonable efforts to apply to the appropriate Governmental Authority for
permission to change the solid wall that encloses and separates the seventh
(7th) floor of the Lexington Avenue Building and the seventh (7th) floor of the
Third Avenue Building from the sixth (6th) floor of the Bridge Building to a
full-height wall composed of herculite interior glazing with closely-spaced
sprinklers that constitute a water curtain. If Landlord is successful in
obtaining such permission, then, subject to the terms of this Section 22.16, (x)
the Work shall be deemed to be so modified, and (y) the installation of such
wall shall be deemed to be a Tenant Work Component for purposes hereof, except
that Tenant shall be entitled to a credit against the aggregate amount due for
such Tenant Work Component in an amount equal to the cost that Landlord would
have incurred in constructing the aforesaid solid enclosing wall. Landlord shall
not be required to make any such application unless Tenant cooperates reasonably
with Landlord in connection therewith. If Landlord is successful in obtaining
such permission of the appropriate Governmental Authority to change such wall,
then Landlord shall have the right to require Tenant to perform the installation
of the aforesaid water curtain as part of the Initial Alterations (in which case
the Work shall be amended to include the installation of such herculite interior
wall and not the installation of such water curtain); provided, however, that
Landlord shall not have the right to so require Tenant to install such water
curtain to the extent that Requirements require that such water curtain is
installed as a condition precedent to the issuance of the Zero Occupancy
Certificate of Occupancy.

      Section 22.17 (A) Landlord and Tenant acknowledge that for federal, state
and local income tax purposes (x) Landlord shall own and depreciate the Work
(other than the Tenant Entire Cost Components), and (y) Tenant shall own and
depreciate the Tenant Entire Cost Components. Landlord and Tenant shall not take
positions for federal, state and local income tax purposes that are inconsistent
with this Section 22.17(A). Any portions of the Work that Landlord owns and
depreciates shall be leased to Tenant as otherwise contemplated hereby for the
Term. Landlord and Tenant acknowledge that the Work Component constituting the

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Building's central HVAC System is not a Tenant Entire Cost Component, and,
accordingly, Landlord shall own and depreciate such central HVAC System.

            (B) Landlord shall have the right to delegate Landlord's obligations
to perform all or any portion of the Tenant Work Components to an Affiliate of
Landlord (it being understood, however, that Landlord's delegating such
obligations to an Affiliate of Landlord shall not diminish Landlord liability
for the performance of the Tenant Work Components in accordance with the terms
of this Article 22). Landlord shall also have the right to assign to such
Affiliate of Landlord the rights of Landlord hereunder to receive from Tenant
the payments for the performance of the Tenant Work Components (or portions
thereof) as provided in Section 22.2(B) hereof (it being understood that if (i)
Landlord so assigns such rights to such Affiliate of Landlord, and (ii) Landlord
gives Tenant notice thereof, then Tenant shall pay directly to such Affiliate
any such amounts otherwise due and payable to Landlord hereunder).

                                  ARTICLE 23
                                   NO WAIVER

      Section 23.1 No act or thing done by Landlord or Landlord's agents during
the Term shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept such surrender shall be valid unless in writing signed by
Landlord. No employee of Landlord or of Landlord's agents shall have any power
to accept the keys of the Premises prior to the termination of this Lease. The
delivery of keys to any employee of Landlord or of Landlord's agents shall not
operate as a termination of this Lease or a surrender of the Premises. If Tenant
at any time desires to have Landlord sublet the Premises for Tenant's account,
then Landlord or Landlord's agents are authorized to receive said keys for such
purpose without releasing Tenant from any of the obligations under this Lease,
and Tenant hereby relieves Landlord of any liability for loss of or damage to
any of Tenant's effects in connection with such subletting, except to the extent
resulting from Landlord's negligence or wilful misconduct.

      Section 23.2 The failure of Landlord to seek redress for violation of, or
to insist upon the strict performance of, any covenant or condition of this
Lease, or any of the Rules and Regulations, shall not prevent a subsequent act,
which would have originally constituted a violation of the provisions of this
Lease, from having all of the force and effect of an original violation of the
provisions of this Lease. The receipt by Landlord of Rental with knowledge of
the breach of any covenant of this Lease shall not be deemed a waiver of such
breach. The failure of Landlord to enforce any of the Rules and Regulations
against Tenant shall not be deemed a waiver of any such Rules and Regulations.
No provision of this Lease shall be deemed to have been waived by Landlord,
unless such waiver is in writing signed by Landlord. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly Fixed Rent or other item
of Rental herein stipulated shall be deemed to be other than on account of the
earliest stipulated Fixed Rent or other item of Rental, or as Landlord may elect
to apply same, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as Fixed Rent or other item of Rental be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such

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Fixed Rent or other item of Rental or to pursue any other remedy provided in
this Lease or otherwise available to Landlord at law or in equity.

      Section 23.3 The failure of Tenant to seek redress for violation of, or to
insist upon the strict performance of, any covenant or condition of this Lease
on Landlord's part to be performed, shall not be deemed a waiver of such breach
or prevent a subsequent act which would have originally constituted a violation
of the provisions of this Lease from having all of the force and effect of an
original violation of the provisions of this Lease. The payment by Tenant of
Rental or performance of any obligation of Tenant hereunder with knowledge of
any breach of any covenant of this Lease shall not be deemed a waiver of such
breach, and payment of the same by Tenant shall be without prejudice to Tenant's
right to pursue any remedy against Landlord in this Lease provided or otherwise
available to Tenant at law or in equity (except as otherwise expressly provided
herein). No provision of this Lease shall be deemed to have been waived by
Tenant, unless such waiver is in writing signed by Tenant. No payment by
Landlord or receipt by Tenant of a lesser amount than any amounts required
hereunder to be paid by Landlord to Tenant shall be deemed to be other than on
account of the earliest amounts owing from Landlord to Tenant, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as any such amount be deemed an accord and satisfaction, and Tenant may
accept such check or payment without prejudice to Tenant's right to recover the
balance of such amount or to pursue any other remedy provided in this Lease or
otherwise available to Tenant at law or in equity.

                                  ARTICLE 24
                            WAIVER OF TRIAL BY JURY

      The respective parties hereto shall and they hereby do waive trial by jury
in any action, proceeding or counterclaim brought by either of the parties
hereto against the other (except for personal injury or property damage) on any
matters whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises,
or for the enforcement of any remedy under any statute, emergency or otherwise.
If Landlord commences any summary proceeding against Tenant, then Tenant shall
not interpose any counterclaim of whatever nature or description in any such
proceeding (unless failure to impose such counterclaim would preclude Tenant
from asserting in a separate action the claim which is the subject of such
counterclaim), and shall not seek to consolidate such proceeding with any other
action which may have been or will be brought in any other court by Tenant.

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                                  ARTICLE 25
                               BILLS AND NOTICES

      Section 25.1 Except as otherwise expressly provided in this Lease, any
bills, statements, consents, notices, demands, requests or other communications
given or required to be given under this Lease shall be in writing and shall be
deemed sufficiently given or rendered if delivered by hand (against a signed
receipt) or if sent by registered or certified mail (return receipt requested)
or by a nationally recognized overnight courier addressed in each case:

            if to Tenant at Tenant's address set forth in this
            Lease, Attn.:  Paul F. Darrah, Jr., Director of Real
            Estate, if mailed prior to Tenant's taking possession
            of the Premises for the regular conduct of its
            business (and thereafter at the Premises), or (b) at
            any place where Tenant may be found if mailed
            subsequent to Tenant's vacating, deserting,
            abandoning or surrendering the Premises, in each case
            with a copy to Willkie Farr & Gallagher, 787 Seventh
            Avenue, New York, New York 10019-6099, Attn.:  Steven
            D. Klein, Esq., or

            if to Landlord c/o MRC Management LLC, 330 Madison
            Avenue, New York, New York 10017, Attn.:  Mr. David
            R. Greenbaum, and with copies to (x) Vornado Realty
            Trust, 210 Route 4 East, Paramus, New Jersey 07652,
            Attn:  Mr. Joseph Macnow, (y) Proskauer Rose LLP,
            1585 Broadway, New York, New York 10036, Attn.:
            Lawrence J. Lipson, Esq., and (z) each Mortgagee and
            Lessor which shall have requested same, by notice
            given in accordance with the provisions of this
            Article 25 at the address designated by such
            Mortgagee or Lessor, or

to such other address(es) as Landlord, Tenant or any Mortgagee or Lessor may
designate as its new address(es) for such purpose by notice given to the other
in accordance with the provisions of this Article 25. If Bloomberg has
theretofore assigned the interest of the tenant under this Lease to a Person
that is not a Bloomberg Party, then copies of all default notices to Tenant
shall be given in like manner to Bloomberg. Any such bill, statement, consent,
notice, demand, request or other communication shall be deemed to have been
rendered or given on the date that it has been hand delivered or four (4)
Business Days from when it has been mailed or on the following Business Day if
delivered by a nationally recognized overnight courier as provided in this
Section 25.1.

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      Section 25.2 As used herein, the term "Construction Notice" shall mean a
notice, in writing, given by a party by personal delivery (against a signed
receipt) as follows:

            if to Tenant at Tenant's address set forth in this
            Lease, Attn:  Paul F. Darrah, Jr., Director of Real
            Estate, if given prior to Tenant's taking possession
            of the Premises for the regular conduct of business
            (and thereafter at the Premises), with a copy to (i)
            Willkie Farr & Gallagher, 787 Seventh Avenue, New
            York, New York 10019-6099, Attn:  Steven D. Klein,
            Esq., and to (ii) Ferzan, Robbins & Associates, 295
            Madison Avenue, 29th Floor, New York, New York 10017,
            Attn:  John Robbins, or

            if to Landlord c/o MRC Management, LLC, 330 Madison
            Avenue, New York, New York 10017, Attn:  David R.
            Greenbaum, and with copies to (i) Vornado Realty
            Trust, 210 Route 4 East, Paramus, New Jersey 07652,
            Attn:  Joseph Macnow, (ii) Proskauer Rose LLP, 1585
            Broadway, New York, New York 10036, Attn: Lawrence J.
            Lipson, Esq., and (iii) Vornado Realty Trust, 888
            Seventh Avenue, New York, New York 10019, Attn:
            Melvyn Blum.

      Either party shall have the right to change its address for purposes of
this Section 25.2 by giving not less than ten (10) days of advance notice
thereof to the other party.

                                  ARTICLE 26
                                  ESCALATION

      Section 26.1 For the purposes of this Article 26, the following terms
shall have the meanings set forth below.

                    (A) "Actual Tax Amount" shall mean Taxes that are allocable
to the Premises in accordance with the provisions hereof, except that the
Section 421-a Tax Benefits shall be taken into account in connection with the
determination thereof.

                    (B) "Assessed Valuation" shall mean the amount for which the
applicable Tax Lot is assessed pursuant to applicable provisions of the New York
City Charter and of the Administrative Code of The City of New York for the
purposes of calculating the Taxes with respect thereto (it being understood that
the lower of the transitional assessment and the actual assessment is currently
used for purposes of calculating Taxes for a particular Tax Year).

                    (C) "Average Comparable Property Increase Rate" shall mean,
with respect to any Tax Year, the average of the Comparable Property Change
Rates for all of the Comparable Properties for such Tax Year.

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                    (D) "Comparable Properties" shall mean properties described
in Exhibit 26.1 attached hereto and made a part hereof.

                    (E) "Comparable Property Change Rate" shall mean, with
respect to each Comparable Property for a particular Tax Year, the rate of
change (expressed as a percentage) in the Assessed Valuation for such Comparable
Property for such Tax Year, from the Assessed Valuation for such Comparable
Property for the Tax Year immediately preceding such Tax Year.

                    (F) "Firm Renewal Date" shall mean the date, following
Tenant's exercise of the Renewal Option in respect of the Renewal Premises, on
which Tenant is no longer entitled to give the Rescission Notice in respect
thereof.

                    (G) "First Tenant Tax Year" shall mean the Tax Year during
which occurs the First Commencement Date.

                    (H) "Joint Protest Period" shall mean (i) the period from
the Last Commencement Date to the day immediately preceding the first day of the
Tenant Protest Period, and (ii) the two (2) year period succeeding the Tenant
Protest Period (or such shorter period as may result if the Tenant Protest
Period recommences following Tenant's exercise of the Renewal Option).

                    (I) "Landlord Protest Period" shall mean the three (3) year
period ending on the Fixed Expiration Date, or the last day of the Renewal Term,
as the case may be.

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                    (J) "Operating Expenses" shall mean, for any particular
period of time, the aggregate amount of all costs and expenses (and taxes, if
any, thereon, including, without limitation, sales and value added taxes),
without duplication, paid or incurred by or on behalf of Landlord (whether
directly or through independent contractors) in respect of the maintenance,
repair, operation and management of the Premises during such period, except to
the extent expressly provided herein. Operating Expenses shall include, without
limitation, (i) Tenant's equitable share of the costs of maintaining, repairing,
operating and managing the common elements of the Building (subject, however, to
the limitations set forth herein) with respect to the period prior to the date
that the Statutory Condominium Declaration becomes effective (it being
understood that Tenant's equitable share of such costs for the period prior to
date that the Statutory Condominium Declaration becomes effective shall
correspond in all material respects to Tenant's share of such costs that would
have applied if such costs were incurred after the date that the Statutory
Condominium Declaration becomes effective), (ii) charges that are allocable to
the Premises and that are the responsibility of the owner of the Premises Unit
under the Statutory Condominium Declaration (including, without limitation, (w)
monthly condominium charges, (x) metered charges for steam, chilled water and
other similar services, and (y) charges that are otherwise imposed on the owner
of the Premises Unit by the Condominium Association by reason of a Permitted
Occupant's use of common elements of the Building) (such charges described in
this clause (ii) being collectively referred to herein as the "Common Charges"),
(iii) the costs of gas, oil, steam, water, sewer rental, HVAC and other
utilities furnished to the Premises and utility taxes thereon (in each case,
unless paid separately by Tenant) (with the understanding that said costs shall
be calculated based on meter readings as contemplated by Section 7.7(C)(4)
hereof), (iv) subject to Section 26.4(E) hereof, replacement, capital
improvement, repair, maintenance, cleaning and operational costs with respect to
the Shared Building Systems and the Premises Systems, (v) insurance premiums
(including, without limitation, the insurance premium for Landlord's Liability
Policy and Landlord's Property Policy), (vi) reasonable attorneys' fees and
disbursements, and auditing and other professional fees and expenses (such as,
for example, fees of engineers, architects, project managers, and other similar
consultants that provide services relating to the maintenance repair, operation
or management of the Premises), and (vii) all expenses (including reasonable
attorneys' fees and disbursements, experts' and other witnesses' fees) incurred
in contesting the validity or amount of any Taxes. Neither Operating Expenses
nor the Common Charges for which Tenant is responsible hereunder shall include
the following items:

                         (i) Taxes (it being understood, however, that (x)
Common Charges may include Taxes during the period from and after the date that
the Statutory Condominium Declaration becomes effective to the extent that Taxes
are not then separately levied on the tax lots corresponding to the various
units of the Condominium, and (y) the amount that Tenant pays for such Taxes in
Common Charges shall not exceed the Taxes that Tenant would have otherwise been
required to pay for the Combined Tax Lot Area in respect of the Combined Tax Lot
Period under Section 26.2(B) hereof);

                         (ii) franchise, transfer, inheritance, gains, estate,
occupancy, succession, gift, corporation, unincorporated business, gross
receipts, excise, profits, or income taxes imposed upon Landlord;

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                         (iii) debt service and financing costs, including,
without limitation, sums paid under Mortgages and related agreements with
respect to secured and unsecured loans (other than (x) financing costs for
capital improvements as provided in Section 26.4(E) hereof, and (y) financing
costs that the Condominium includes in Common Charges);

                         (iv) rent paid under Superior Leases (other than in the
nature of additional rent consisting of Operating Expenses);

                         (v) any expense for which (a) Landlord is otherwise
compensated through the proceeds of insurance, (b) Landlord would have been
compensated by insurance had it carried the coverage required hereunder, or (c)
Landlord receives compensation from any other source (other than Operating
Payments or Tax Payments);

                         (vi) all leasing costs applicable to this Lease,
including, without limitation, leasing and brokerage commissions and similar
fees, and the cost of the Work and legal and other professional services in
connection with the execution and delivery hereof;

                         (vii) costs incurred in operating any sign or other
similar device designed principally for purposes of promotion to the extent that
Landlord leases or licenses to a third party such sign or device, or the portion
of the Building where such sign or device is installed;

                         (viii) advertising, entertainment and promotional
costs for the Building or the Premises;

                         (ix) costs incurred with respect to a sale or transfer
of all or any portion of the Building or the Premises or any direct or indirect
interest therein;

                         (x) legal fees, expenses and disbursements in each case
incurred in connection with leasing, sales, financing or refinancing or disputes
with Tenant;

                         (xi) the cost of any judgment, settlement, or
arbitration award resulting from any liability of Landlord (other than a
liability for amounts otherwise includible in Operating Expenses hereunder) and
all expenses incurred in connection therewith;

                         (xii) amounts payable by Landlord for withdrawal
liability to a multi-employer pension plan (under Title IV of the Employee
Retirement Income Security Act of 1974, as amended) due to a complete or partial
withdrawal that occurs during the Term due to events within the control of
Landlord (by way of example and not limitation, the sale of Landlord's interest
in the Premises);

                         (xiii) any interest, fine, penalty or other late
charges payable by Landlord incurred as a result of late payments, except to the
extent the same was incurred with respect to a payment, part or all of which was
the responsibility of Tenant hereunder and with respect to which Tenant did not
make in a timely fashion or did not make at all;

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                         (xiv) costs incurred by Landlord which result from
Landlord's breach of this Lease or Landlord's negligence or wilful misconduct;

                         (xv) management fees for the Premises, which exceed,
with respect to any particular period of one (1) year, the product of (a) Sixty
Cents ($0.60), and (b) the number of square feet of Rentable Area comprising the
Premises (it being understood that (x) Landlord shall have the right to include
such management fee for the Premises in Operating Expenses, regardless of
whether Landlord pays such management fee to a third party, (y) the provisions
of clause (xvi) below shall not apply in respect of such management fee, and (z)
the provisions of this clause (xv) shall not limit the amount of any management
fee that is includible in Common Charges for any manager that the Condominium
Association engages for the Condominium);

                         (xvi) costs and expenditures payable to (a) any
Affiliate of Landlord, (b) any Person that would constitute an Affiliate of
Landlord if the reference to "fifty percent (50%)" in the definition of the term
"Control" was changed to "twenty percent (20%)"; or (c) any Person who is a
relative by blood or marriage of any of the Persons described in clauses (a) and
(b) above, in each case, in excess of the amount which would be paid in the
absence of such relationship (a Person of the nature described in clauses (a),
(b) or (c) above being referred to herein as a "Landlord Party");

                         (xvii) costs incurred during the period ending on the
fifteenth (15th) anniversary of the Last Commencement Date to repair or replace
any portion of the Work that was defective at the time of its installation;

                         (xviii) costs incurred to remedy violations of
Requirements to the extent that (i) such Requirements are in effect on the date
that Landlord performs a Work Component, and (ii) Landlord failed to comply with
such Requirements in connection with Landlord's performance of such Work
Component;

                         (xix) costs incurred in connection with the acquisition
or sale of air rights, transferable development rights, easements or other real
property interests;

                         (xx) the cost of repairs or replacements or
restorations by reason of fire or other casualty or condemnation (other than the
Permitted Deductible Amount);

                         (xxi) costs and expenses incurred by Landlord in
indemnifying the Tenant's Indemnitees, and holding the Tenant Indemnitees
harmless, pursuant to Article 33 hereof;

                         (xxii) the cost of tools and equipment that Landlord
uses to perform the Work;

                         (xxiii) salaries of Landlord's personnel, or the
personnel of the property manager for the Premises, in either case above the
grade of building manager;

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                         (xxiv) subject to Section 26.4(E) hereof, (i)
expenditures that are required to be capitalized under generally accepted
accounting principles, and the depreciation or amortization thereof, and (ii)
Common Charges to the extent deriving from expenditures that are required to be
capitalized under generally accepted accounting principles, and the depreciation
or amortization thereof;

                         (xxv) the cost of providing any service customarily
provided by a managing agent to the extent that such cost is customarily
included in management fees (such as, for example, bookkeeping and accounting
costs);

                         (xxvi) costs paid or incurred in connection with the
removal, replacement, enclosure, encapsulation or other treatment of any
hazardous materials in the Building to the extent required by Environmental Laws
that are in effect on the date hereof;

                         (xxvii) expenses incurred in connection with services
or other benefits of a type that are not provided to Tenant (or are provided at
separate or additional charge) but that are provided to another tenant or
occupant of the Building (or a group of tenants or occupants of the Building)
without separate or additional charge;

                         (xxviii) the cost of acquiring or replacing any
separate electrical meter that is provided to other tenants or occupants of the
Building (and does not constitute part of the Premises Systems or the Shared
Building Systems);

                         (xxix) the cost of installing, operating, and
maintaining any specialty facility such as an observatory, broadcasting
facility, luncheon club, athletic or recreational club, childcare facility,
auditorium, cafeteria, dining facility or conference center;

                         (xxx) the cost of acquiring, leasing, restoring,
removing or replacing (a) sculptures, (b) paintings, and (c) other objects of
art located within or outside of the Building, except (I) for the cost of
routine maintenance of such objects in public areas of the Building, and (II) to
the extent that applicable Requirements require the installation of any such
items in the public portions of the Building;

                         (xxxi) expenses allocable directly and solely to the
retail, hotel, health club or residential spaces of the Building (including,
without limitation, any basement storage space) (if any such other portions of
the Building exist) (including, without limitation, plate glass insurance) and
to any garage space in the Building;

                         (xxxii) costs incurred in connection with making
additions to the Usable Area of the Building or in otherwise increasing the
floor area of any of the plazas, mechanical rooms, or other structures
comprising the Building or located on the Land (except to the extent that any
such plazas, mechanical rooms or other structures are required by Requirements
in order to perform the Work (other than Requirements that apply for purposes of
allowing Landlord to increase the Usable Area of the Building) or otherwise
reasonably necessary for the operation of the Building generally (and not
exclusively for the benefit of occupants of the Building other than Tenant));
and

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                         (xxxiii) the amount of any actual incremental costs
incurred by Landlord in the operation, maintenance, or repair of any Building
System as the result of non-standard installations made by other tenants or
occupants of the Building.

Any insurance proceeds received with respect to any item of Operating Expenses
for which Tenant reimbursed Landlord pursuant to the provisions of this Article
26 shall be promptly remitted by Landlord to Tenant. Operating Expenses shall be
"net" only, and shall be reduced by the amount of any reimbursement, refund or
credit received by Landlord (net of the reasonable out-of-pocket costs and
expenses of obtaining such reimbursement, refund or credit) with respect to any
item of cost that is included in Operating Expenses. If any expenses incurred by
Landlord relate to the Premises and other portions of the Building (and/or other
properties) (including, without limitation, salaries, fringe benefits and other
compensation of Landlord's personnel who, in each case, provide services to the
Premises and the other portions of the Building (and/or other properties)), then
such expenses shall be allocated equitably among the Premises and such other
portions of the Building (and/or such other properties), and, accordingly, only
such portion of such expenses that are properly allocable to the Premises shall
be included in Operating Expenses for purposes hereof.

                    (K) "Operating Payment" shall mean, with respect to any
Operating Period, an amount equal to the Operating Expenses for such Operating
Period.

                    (L) "Operating Period" shall mean a period of no less than
thirty (30) days and of no more than one (1) year with respect to which all or a
part thereof occurs within the Term.

                    (M) "Operating Statement" shall mean a statement, prepared
by a certified public accountant in accordance with generally accepted
accounting principles (and verified as correct in a certificate signed by
Landlord or a duly authorized representative of Landlord ), in reasonable
detail, setting forth the Operating Expenses for an Operating Period.

                    (N) "Section 421-a Costs" shall mean (I) all costs and
expenses incurred by Landlord in connection with obtaining benefits for the
Building under Section 421-a of the Real Property Tax Law, including, without
limitation, (i) the purchase price paid by Landlord for certificates that permit
Landlord to use such benefits for the Building, (ii) the fees and charges that
Landlord pays to the applicable Governmental Authority to have such benefits
apply to portions of the Building that do not constitute a Multiple Dwelling (as
such term is defined in Section 421-a(1)(c) of the Real Property Tax Law), and
(iii) the reasonable legal fees and disbursements that Landlord incurs in
obtaining such benefits (with the understanding that the costs and expenses
described in this clause (I) shall not include such legal fees and disbursements
that Landlord incurred prior to the date hereof), and (II) interest calculated
at the Base Rate on the amounts described in clause (I) above for the period
from the date that Landlord paid such amounts to the Section 421-a Start Date.

                    (O) "Section 421-a Start Date" shall mean the first date
that Landlord uses the benefits afforded by Section 421-a of the Real Property
Tax Law to reduce the Taxes for the Building.

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                    (P) "Section 421-a Tax Benefits" shall mean the tax
exemption benefits allocable to the Premises under Section 421-a of the Real
Property Tax Law that derive from the construction of a portion of the Building
as a Multiple Dwelling (as such term is defined in Section 421-a(1)(c) of the
Real Property Tax Law).

                    (Q) "Section 421-a Tax Factor" shall mean, with respect to
any particular Tax Year beginning with the First Tenant Tax Year, an amount
equal to the product obtained by multiplying (x) the Assessed Valuation for the
Premises for such Tax Year, by (y) the Taxation Rate that is in effect for such
Tax Year; provided, however, that (X) for any Tax Year during the Combined Tax
Lot Period, the Section 421-a Tax Factor shall be an amount equal to the product
obtained by multiplying (i) the Assessed Valuation for the Combined Tax Lot for
such Tax Year, by (ii) the Taxation Rate that is in effect for such Tax Year, by
(iii) a fraction, the numerator of which is the Usable Area of the Premises, and
the denominator of which is the Usable Area of the Combined Tax Lot, and (Y) if
(x) the Section 421-a Tax Factor for any Tax Year is determined as provided in
clause (X) above, and (y) the Combined Tax Lot Area is subsequently separately
assessed as a Tax Lot or Tax Lots for purposes of Taxes, then the Section 421-a
Tax Factor for the Combined Tax Lot Period shall be recalculated as the product
obtained by multiplying (i) the Assessed Valuation for the Combined Tax Lot, by
(ii) the Taxation Rate that is in effect for the applicable Tax Year, by (iii) a
fraction, the numerator of which is the Assessed Valuation for the Combined Tax
Lot Area for the Tax Year that the Combined Tax Lot Area is so separately
assessed, and the denominator of which is the sum of (I) the Assessed Valuation
for the Combined Tax Lot Area for such Tax Year, and (II) the Assessed Valuation
for such Tax Year for the portion of the Combined Tax Lot that does not
constitute the Combined Tax Lot Area.

                    (R) "Taxation Rate" shall mean, with respect to any
particular Tax Year, the annual tax rate announced publicly by the applicable
Governmental Authority for purposes of determining Taxes for the Premises.

                    (S) "Taxes" shall mean, subject to the terms of this Section
26.1(S), the aggregate amount of real estate taxes and any general or special
assessments (exclusive of penalties and interest thereon, except to the extent
the same derive from Tenant's failure to make a Tax Payment when due hereunder)
imposed upon a Tax Lot (including, without limitation, (i) any fee, tax or
charge imposed by any Governmental Authority for any vaults or vault space
relating to the Building, whether within or outside the boundaries of the Tax
Lot, (ii) any taxes or assessments levied after the date of this Lease in whole
or in part for public benefits to the Tax Lot, including, without limitation,
any business improvement district taxes and assessments, and (iii) rent paid
under Superior Leases to the extent attributable to and in lieu of amounts that
would otherwise constitute Taxes hereunder); provided, however, that if because
of any change in the taxation of real estate, any other tax or assessment,
however denominated (including, without limitation, any franchise, income,
profit, sales, use, occupancy, gross receipts or rental tax) is imposed upon the
owner of the Tax Lot, or the occupancy, rents or income therefrom, in
substitution for any of the foregoing Taxes, such other tax or assessment to the
extent substituted shall be deemed part of Taxes. Taxes shall not be deemed to
include (s) any taxes or assessments that are separately assessed for any sign
or billboard installed in the Tax Lot, to the extent that

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Landlord leases such sign or billboard (or the space used thereby) to a third
party, (t) any capital gains or mortgage recording taxes, (u) any occupancy
taxes which are or may be required to be paid by Landlord by reason of
Landlord's tenancy in the Building, (v) any taxes on the income of Landlord, or
any Mortgagee or Lessor, (w) transfer taxes, (x) corporation, unincorporated
business, or franchise taxes, (y) estate, gift, succession or inheritance taxes,
or (z) any similar taxes imposed on Landlord by a Mortgagee or a Lessor, unless
in each case such taxes are levied, assessed or imposed in lieu of or as a
substitute for the whole or any part of the taxes, assessments, levies,
impositions which now constitute Taxes but only to the extent substituted. Taxes
also shall not include any penalties or interest that derive from Landlord's
failure to pay Taxes to the applicable Governmental Authority on a timely basis,
except to the extent Landlord incurred such penalties or interest because Tenant
failed to make a Tax Payment hereunder when due. Taxes shall be calculated
without taking into account any Section 421-a Tax Benefits.

                    (T) "Tax Statement" shall mean a statement in reasonable
detail setting forth the Taxes for a Tax Year and the calculation of the Tax
Payment, together with copies of the relevant tax bills for the relevant period,
unless Landlord previously provided Tenant with copies of such tax bills (it
being understood that if the applicable Governmental Authority has not provided
Landlord with any set tax bill, then (x) Landlord shall not be required to
include such tax bill with the Tax Statement, and (y) Landlord shall thereafter
provide Tenant with a copy of such tax bill promptly after Landlord's receipt
thereof).

                    (U) "Tax Year" shall mean the period July 1 through June 30
(or such other period as hereinafter may be duly adopted by the Governmental
Authority then imposing Taxes as its fiscal year for real estate tax purposes),
any portion of which occurs during the Term.

                    (V) "Tenant Protest Period" shall mean the period beginning
on the date that the Initial Premises are assessed as a separate Tax Lot (or
separate Tax Lots), and ending on the date that is five (5) years prior to the
Fixed Expiration Date; provided, however, that if Tenant exercises the Renewal
Option with respect to the entire Basic Premises, then the Tenant Protest Period
shall also extend from the Firm Renewal Date and end on the date that is five
(5) years prior to the expiration of the Renewal Term.

                    (W) "Threshold Amount" shall mean the product obtained by
multiplying (x) Thirteen and 25/100 Dollars ($13.25), by (y) the number of
square feet of Rentable Area in the Premises; provided, however, that (i) the
Threshold Amount shall increase for each Tax Year following the First Tenant Tax
Year by the percentage increase in the Assessed Valuation for the Initial
Premises from the Tax Year immediately preceding such Tax Year to such Tax Year
(except that such percentage increase shall not exceed the Average Comparable
Property Increase Rate for such Tax Year), (ii) the Threshold Amount shall also
increase for each Tax Year by an amount equal to the Threshold Credit for all
prior Tax Years during the Term (to the extent that the Threshold Credit for
prior Tax Years has not been used previously to increase the Threshold Amount),
and (iii) the Threshold Amount shall decrease for each Tax Year by an amount
equal to the Threshold Debit for all prior Tax Years during the Term (to the
extent that the Threshold Debit for prior Tax Years has not been used previously
to decrease the Threshold Amount).

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                    (X) "Threshold Credit" shall mean, with respect to any
particular Tax Year, the excess, if any, of (i) the Threshold Amount for such
Tax Year, over (ii) the Section 421-a Tax Factor for such Tax Year.

                    (Y) "Threshold Debit" shall mean, with respect to any
particular Tax Year, the excess, if any, of (i) the Available Reduction Amount
for such Tax Year, over (ii) the Section 421-a Tax Benefits that are available
to reduce the Tax Payment otherwise due hereunder for such Tax Year.

      Section 26.2 (A) Subject to the terms of this Section 26.2, Tenant shall
pay to Landlord an amount equal to the Taxes that are allocable to the Premises
with respect to the period during the Term occurring from and after the First
Commencement Date (such amount payable by Tenant to Landlord on account of Taxes
that are allocable to the Premises being referred to herein as the "Tax
Payment"); provided, however, that the Tax Payment for each Deliverable Unit
shall be reduced by fifty percent (50%) in respect of Taxes that accrue during
the period commencing on the Commencement Date therefor and ending on the day
immediately preceding the Rent Commencement Date therefor. If the Commencement
Date for a Deliverable Unit occurs on a day that is not the first day of a Tax
Year, or the Expiration Date occurs on a day that is not the last day of a Tax
Year, then the Tax Payment for any such Tax Year shall be adjusted appropriately
so that Tenant only pays the Tax Payment in respect of Taxes that accrue during
the Term (based on the number of days in each Tax Year that occur during the
Term). Tenant shall pay to Landlord, in two (2) equal installments, in advance,
on or before December 15th and June 15th of each year, the Tax Payment shown on
the Tax Statement delivered by Landlord. Tenant shall have the right, with
respect to each Tax Year from and after the Tax Year for which the Initial
Premises are separately assessed as a Tax Lot or Tax Lots, to pay the Tax
Payment directly to the applicable Governmental Authority (in lieu of the
aforesaid payment of the Tax Payment to Landlord), in the two (2) equal
installments required by such Governmental Authority, not later than the
fifteenth (15th) day before the date that the Actual Tax Amount is due;
provided, however, that if the Tax Payment exceeds the Actual Tax Amount, then
Tenant shall pay (x) such Actual Tax Amount to the applicable Governmental
Authority on or prior to the fifteenth (15th) day before the date that the
applicable installment of the Actual Tax Amount is due to such Governmental
Authority, and (y) such excess to Landlord within thirty (30) days thereafter.
If Tenant makes the aforesaid payment of the Actual Tax Amount directly to such
Governmental Authority, then Tenant shall give Landlord notice thereof not later
than three (3) Business Days after Tenant makes such payment (including
reasonable evidence of Tenant's payment thereof).

                    (B) If the Premises, or a portion thereof, constitutes a
separate Tax Lot, then the Tax Payment therefor shall be an amount equal to the
Taxes assessed against such Tax Lot with respect to the Tax Year from and after
the Tax Year in respect of which such separate assessment is made. If the
Premises, or a portion thereof, does not constitute a separate Tax Lot, then,
subject to the terms of this Section 26.2(B), the Tax Payment therefor shall be
an amount equal to the product obtained by multiplying (x) the Taxes assessed
against such Tax Lot, by (y) a fraction, the numerator of which is the Usable
Area of the Premises, or the portion thereof, that comprises part of such Tax
Lot, and the denominator of which is the Usable Area of

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the portion of the Building included in such Tax Lot (such Tax Lot that
comprises the Premises (or portions thereof) and other portions of the Building
being referred to herein as a "Combined Tax Lot"; the Premises, or the portion
thereof, that constitutes part of the Combined Tax Lot being referred to herein
as the "Combined Tax Lot Area"; and the portion of the Term in respect of which
the Combined Tax Lot Area constitutes part of a Combined Tax Lot being referred
to herein as the "Combined Tax Lot Period"). Landlord shall pay the Taxes for
the portion of the Combined Tax Lot that does not constitute the Combined Tax
Lot Area with respect to the Combined Tax Lot Period. If (i) the Tax Payment for
any Tax Year is determined in whole or in part as aforesaid because the Combined
Tax Lot Area constitutes part of a Combined Tax Lot, and (ii) the Combined Tax
Lot Area is subsequently separately assessed as a Tax Lot or Tax Lots for
purposes of Taxes, then the Tax Payment for the Combined Tax Lot Area in respect
of the Combined Tax Lot Period shall be recalculated as the product obtained by
multiplying (x) the Taxes for the Combined Tax Lot for the Combined Tax Lot
Period, by (y) a fraction, the numerator of which is the Assessed Valuation for
the Combined Tax Lot Area for the Tax Year that the Combined Tax Lot Area is so
separately assessed, and the denominator of which is the sum of (x) the Assessed
Valuation for the Combined Tax Lot Area for such Tax Year, and (y) the Assessed
Valuation for such Tax Year for the portion of the Combined Tax Lot that does
not constitute the Combined Tax Lot Area. If the Tax Payments made by Tenant for
the Combined Tax Lot Area during the Combined Tax Lot Period exceed the Tax
Payments therefor as so recalculated, then Landlord shall pay such excess to
Tenant within thirty (30) days after Tenant's request therefor, together with
interest thereon at the Base Rate for the period commencing on the date that
Tenant makes any such overpayment and ending on the date that Landlord makes
such payment. If the Tax Payments as so recalculated exceed the Tax Payments
made by Tenant for the Combined Tax Lot Area during the Combined Tax Lot Period,
then Tenant shall pay such excess to Landlord within thirty (30) days after
Landlord's request therefor, together with interest thereon at the Base Rate for
the period commencing on the date that such deficiency would have first become
due if the recalculated Tax Payment had applied initially and ending on the date
that Tenant makes such payment.

                    (C) Tenant shall be obliged to pay the Tax Payment
regardless of whether Tenant is exempt, in whole or part, from the payment of
any Taxes by reason of Tenant's diplomatic status or for any other reason
whatsoever, except to the extent Taxes are reduced by reason of Tenant's being
exempt from the payment of Taxes.

                    (D) The Tax Payment shall be computed initially on the basis
of the Assessed Valuation in effect at the time the Tax Statement is rendered
(as the Taxes may have been settled or finally adjudicated prior to such time)
regardless of any then pending application, proceeding or appeal respecting the
reduction of any such Assessed Valuation, but shall be subject to subsequent
adjustment as provided in Section 26.3 hereof.

                    (E) If the Actual Tax Amount is required to be paid on any
other date or dates than as presently required by the Governmental Authority
imposing the same, then Tenant's due date for payment of the installments of the
Tax Payment shall be correspondingly accelerated or revised so that such Tax
Payment (or the two (2) installments thereof) are due at least fifteen (15) days
prior to the date the corresponding payment is due to the Governmental

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Authority. If the Tax Year established by the applicable Governmental Authority
is changed, then any Taxes for the Tax Year prior to such change which are
included within the new Tax Year and which were the subject of a prior Tax
Statement shall be equitably apportioned for the purpose of calculating the Tax
Payment payable by Tenant with respect to such new Tax Year. If applicable
Requirements permit payments of the Actual Tax Amount to be made in more than
two (2) installments without penalty, interest or premium, then Tenant shall be
entitled to make Tax Payments in such number of installments, provided that each
such installment shall be paid to Landlord (or the Governmental Authority
collecting the Actual Tax Amount, to the extent that Tenant has the right to pay
the Actual Tax Amount to such Governmental Authority under this Section 26.2) at
least fifteen (15) days prior to the date that the applicable payment is due to
such Governmental Authority (it being understood that if the Term expires or
earlier terminates prior to the date that all such installments have been paid,
then Tenant shall pay such unpaid installments on or prior to the tenth (10th)
day after the last day of the Term). If (i) applicable Requirements permit
payments of the Actual Tax Amount to be made in more than two (2) installments
with interest or other premium, (ii) the payment of such Actual Tax Amount in
such installments does not subject the Building or the Premises to a lien that
arises by reason of the non-payment of the Actual Tax Amount when due, (iii) the
payment of such Actual Tax Amount in such installments does not result in the
Building or the Premises as being listed in the public records as being in
default or delinquent in the payment of Taxes, (iv) the payment of such Actual
Tax Amount does not result in Landlord being in default under any Mortgage in
respect of which the Mortgagee is not an Affiliate of Landlord, or under any
Superior Lease in respect of which the Lessor is not an Affiliate of Landlord,
and (v) Tenant satisfies the Credit Requirement, then Tenant shall be entitled
to make Tax Payments in such number of installments, with the appropriate
interest or premium, to Landlord (or to the Governmental Authority collecting
the Actual Tax Amount, to the extent that Tenant has the right to pay the Actual
Tax Amount to such Governmental Authority under this Section 26.2), at least
fifteen (15) days prior to the date that the applicable payment is due to such
Governmental Authority; provided, however, that if the Term expires or earlier
terminates, or any of the conditions described in clauses (i) through (v) of
this Section 26.2(E) are not satisfied, in either case at any time prior to the
date that all such installments have been paid, then Tenant shall pay such
unpaid installments to Landlord or the applicable Governmental Authority (as the
case may be) on or prior to the tenth (10th) day after the last day of the Term,
or the tenth (10th) day after any of such conditions are not satisfied, as the
case may be.

                    (F) Landlord's failure to render a Tax Statement during or
with respect to any Tax Year shall not prejudice Landlord's right to render a
Tax Statement during or with respect to any subsequent Tax Year, and shall not
eliminate or reduce Tenant's obligation to pay the Tax Payment for such Tax
Year.

                    (G) (1) Subject to the terms of this Section 26.2(G), Tenant
shall have the right to use the Section 421-a Tax Benefits to reduce the Tax
Payment otherwise due hereunder for a Tax Year by an amount that is not greater
than the excess, if any, of (i) the Section 421-a Tax Factor for such Tax Year,
over (ii) the Threshold Amount for such Tax Year (the excess of the amount
described in clause (i) above over the amount described in clause (ii) above
being referred to herein as the "Available Reduction Amount"). Tenant shall have
the

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right to make the election described in this Section 26.2(G) (a "Section 421-a
Election") only by giving notice thereof to Landlord on or prior to the first
(1st) day of the Tax Year for which Tenant intends to use the Section 421-a Tax
Benefits (the aforesaid reduction in the Tax Payment for a particular Tax Year
by reason of Tenant's making the Section 421-a Election being referred to herein
as the "Section 421-a Reduction"). If Tenant makes a Section 421-a Election for
a Tax Year, then the Tax Payment in respect of such Tax Year shall be reduced by
an amount equal to the Section 421-a Reduction. The parties acknowledge that an
illustration of the calculation of the Section 421-a Reduction is attached
hereto as Exhibit 26.2 and made a part hereof. If the Section 421-a Tax Factor
is recalculated with respect to the Combined Tax Lot Period, then Tenant shall
have the right to use any additional Section 421-a Reduction that derives
therefrom by giving notice thereof to Landlord not later than the thirtieth
(30th) day after the date that Landlord gives Tenant notice of such
recalculation.

                          (2) Subject to the terms of this Section 26.2(G), if
Tenant makes a Section 421-a Election, then Tenant shall pay to Landlord an
amount (the "Section 421-a Payment Amount") equal to the product obtained by
multiplying (I) the Section 421-a Annual Amortization Amount, by (II) a
fraction, the numerator of which is the Section 421-a Tax Benefits for such Tax
Year to the extent Tenant uses the Section 421-a Tax Benefits to realize a
Section 421-a Reduction, and the denominator of which is the total amount of tax
exemption benefits applicable to the Building for such Tax Year under Section
421-a of the Real Property Tax Law. Tenant shall pay the Section 421-a Payment
Amount to Landlord within thirty (30) days after Landlord's request therefor.
Landlord shall provide to Tenant a statement in reasonable detail describing the
Section 421-a Costs and Landlord's calculation of the Section 421-a Payment
Amount promptly after Tenant's request therefor.

                          (3) As used herein, the term "Section 421-a Annual
Amortization Amount" shall mean the amount that amortizes the Section 421-a
Costs in equal annual installments, with interest thereon calculated at the Base
Rate, over the period commencing on the Section 421-a Start Date and ending on
the date that the benefits afforded to the Building by Section 421-a of the Real
Property Tax Law expire.

                          (4) Landlord shall use Landlord's diligent efforts to
obtain for the Building the benefits afforded by Section 421-a of the Real
Property Tax Law (to the extent that (i) a portion of the Building includes a
Multiple Dwelling, and (ii) such benefits are available to the Building under
applicable Requirements).

                          (5) Either party shall have the right to submit to an
Expedited Arbitration Proceeding a dispute between the parties regarding a
Section 421-a Election made by Tenant.

                    (H) If (x) Landlord leases a sign or billboard on the
Building to a third party, and (y) Tenant has a reasonable basis for concluding
that the Assessed Valuation for the Premises is higher than such Assessed
Valuation would otherwise be by reason of Landlord's so leasing a sign or
billboard on the Building to a third party, then Landlord shall cooperate
reasonably with Tenant in connection with Tenant's making a petition to the
appropriate Governmental Authority to make a separate assessment for such sign
or billboard (in which case

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the Taxes for such sign or billboard shall be excluded from Taxes allocable to
the Premises as provided in Section 26.1(S) hereof).

      Section 26.3 (A) Subject to the terms of this Section 26.3, (i) Tenant
(but not Landlord) shall be eligible to institute a tax reduction or other
proceedings to reduce the Assessed Valuation for the Premises with respect to
any Tax Year which occurs in its entirety during the Tenant Protest Period, (ii)
Landlord (but not Tenant) shall be eligible to institute such proceedings to
reduce the Assessed Valuation for the Premises with respect to any Tax Year
which occurs (in part or in its entirety) during the Joint Protest Period, and
(iii) Landlord (but not Tenant) shall be eligible to institute such proceedings
to reduce the Assessed Valuation for the Premises with respect to any Tax Year
which occurs in its entirety during the Landlord Protest Period.

                    (B) Subject to the terms of this Section 26.3(B), either
party hereto (the "Requesting Party") shall have the right from time to time to
request (a "Tax Protest Request") that the other party (the "Responding Party")
indicate whether the Responding Party intends to file a notice of protest with
respect to a particular Tax Year (to the extent that the Responding Party is
eligible to institute a proceeding to reduce the Assessed Valuation pursuant to
Section 26.3(A) hereof). The Requesting Party shall not have the right to give a
Tax Protest Request earlier than the sixtieth (60th) day before, or later than
the twentieth (20th) day before, the last day that a notice of protest may be
filed for such Tax Year under applicable Requirements. If the Requesting Party
gives a Tax Protest Request to the Responding Party, then the Responding Party
shall give to the Requesting Party making such Tax Protest Request, not later
than the tenth (10th) day before the last day on which a notice of protest may
be filed under applicable Requirements, a notice indicating whether the
Responding Party intends to file a notice of protest for the applicable Tax
Year. If the Responding Party so indicates that the Responding Party intends to
file such notice of protest, then the Responding Party shall do so in accordance
with applicable Requirements. If (i) the Responding Party so indicates that the
Responding Party does not intend to file such notice of protest, or (ii) the
Responding Party fails to respond to the Tax Protest Request on or prior to the
tenth (10th) day before the last day on which a notice of protest may be filed,
as aforesaid, then the Requesting Party may (x) file a notice of protest for the
applicable Tax Year in accordance with applicable Requirements, and (y)
institute and prosecute a tax certiorari proceeding for the applicable Tax Year.
If (i) a Requesting Party gives a Tax Protest Request to the Responding Party as
contemplated by this Section 26.3(B), (ii) the Responding Party indicates in
response to the Tax Protest Request that the Responding Party intends to file a
notice of protest, and (iii) the Responding Party subsequently elects not to
file a tax certiorari proceeding for the applicable Tax Year, then (A) the
Responding Party shall give the Requesting Party notice thereof not later than
the twentieth (20th) day before the last day on which such tax certiorari
proceeding may be instituted under applicable Requirements, and (B) the
Requesting Party shall have the right to prosecute a tax certiorari proceeding
for the applicable Tax Year (except to the extent that the Responding Party has
settled such tax protest or such tax certiorari proceeding as contemplated by
Section 26.3(C) hereof).

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                    (C) Subject to the terms of this Section 26.3(C), each of
Landlord and Tenant may settle any tax protest or tax certiorari proceeding with
respect to a Tax Year that occurs entirely within the Landlord Protest Period or
the Tenant Protest Period, as the case may be, to the extent that Landlord or
Tenant instituted such tax protest or such tax certiorari proceeding (the party
proposing any such settlement being referred to herein as the "Settling Party").
The Settling Party shall not have the right to consummate any such settlement
unless the Settling Party gives the other party at least fifteen (15) days of
advance notice thereof. Tenant shall not settle any tax protest or tax
certiorari proceeding to the extent that any such settlement increases the Taxes
for the Premises for the period from and after the Expiration Date, without
Landlord's prior consent. If (i) Tenant files a tax protest or institutes a tax
certiorari proceeding with respect to a Tax Year within the Landlord Protest
Period, (ii) Landlord files a tax protest or institutes a tax certiorari
proceeding with respect to a Tax Year within the Tenant Protest Period, or (iii)
Landlord or Tenant files a tax protest or institutes a tax certiorari proceeding
with respect to a Tax Year within the Joint Protest Period, in each case
pursuant to the terms of this Section 26.3, then such party shall not settle
such tax protest or such tax certiorari proceeding without the prior consent of
the other party, which consent may not be unreasonably withheld, delayed or
conditioned. Landlord may institute and settle, without any notice to or consent
from Tenant, a tax protest or a tax certiorari proceeding in respect of any Tax
Year which occurs in its entirety or in part prior to the first Joint Protest
Period that occurs, or after the Landlord Protest Period, provided that in
either case the results of such proceeding or such settlement do not increase
the Taxes for the Premises during the Term. If the Joint Protest Period that
occurs before the Tenant Protest Period extends for a period of more than one
(1) year, then Tenant shall have the right to appear with Landlord at any tax
certiorari proceeding brought by Landlord in the remainder of such Joint Protest
Period (with the understanding that Landlord retains the right to prosecute and
settle such proceeding, subject, however, to the terms of this Section 26.3(C)).

                    (D) If, after a Tax Statement has been sent to Tenant, an
Assessed Valuation for the Premises which had been used in computing the Taxes
for a Tax Year is reduced (as a result of settlement, final determination of
legal proceedings or otherwise), and as a result thereof a refund of Taxes is
actually received by, or credited to, or on behalf of, Landlord, then, promptly
after receipt or credit of such refund, Landlord shall send Tenant a Tax
Statement adjusting the Taxes for such Tax Year and setting forth, based on such
adjustment, the refund to which Tenant is entitled, which refund shall be paid
promptly by Landlord to Tenant; provided, however, that (x) such refund shall be
limited to the portion of the Taxes, if any, which Tenant had theretofore paid
to Landlord attributable to Taxes for the Tax Year to which the refund is
applicable on the basis of the Assessed Valuation before it had been reduced,
and (y) the amount paid by Tenant on account of Taxes for such Tax Year (after
taking into account such refund) shall not be less than the Taxes that Tenant
would have paid hereunder if the Assessed Valuation used in computing Taxes for
such Tax Year had reflected initially the aforesaid reduction thereof that
yielded such refund. Landlord's obligations with respect to any refund payable
to Tenant hereunder shall survive the expiration or earlier termination of the
Lease.

                    (E) If (i) Tenant makes a Section 421-a Election in respect
of a particular Tax Year, (ii) the Assessed Valuation for the Premises that the
parties used for such Tax Year to calculate the Tax Payment is subsequently
reduced, and (iii) the Section 421-a

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Reduction that Tenant used initially for such Tax Year exceeds the Section 421-a
Reduction that Tenant would have had the right to use initially if the Assessed
Valuation for such Tax Year was the Assessed Valuation, as so subsequently
reduced, then (x) the parties shall recalculate the Section 421-a Reduction and
the Section 421-a Payment Amount due from Tenant to Landlord for such Tax Year,
and (y) the parties shall make an appropriate adjustment for any overpayment of
the Section 421-a Payment Amount theretofore made by Tenant to Landlord for such
Tax Year. If the Section 421-a Tax Benefits for a particular Tax Year are
increased or granted subsequent to such Tax Year by remission or otherwise, then
Tenant shall have the right to use such Section 421-a Tax Benefits as
contemplated by Section 26.2(G) hereof as if such Section 421-a Tax Benefits had
been available initially during such particular Tax Year.

                    (F) If (x) the last day of the Combined Tax Lot Period
occurs after the date that a party has the right to institute a tax certiorari
proceeding for the Tax Year during which the Tax Lot or Tax Lots comprising the
Premises are separately assessed, and (y) Landlord has theretofore instituted a
tax certiorari proceeding in respect of such Tax Year, then Landlord shall
assign to Tenant the right to continue to prosecute such tax certiorari
proceeding within ten (10) days after Tenant's request therefor.

      Section 26.4 (A) Landlord may render to Tenant at any time from and after
the First Commencement Date an Operating Statement for an Operating Period.
Landlord's failure to render an Operating Statement to Tenant during or with
respect to any Operating Period shall not prejudice Landlord's right to render
an Operating Statement during or with respect to any other Operating Period, and
shall not limit or impair Tenant's obligation to pay the Operating Payment for
any Operating Period, except that if Landlord renders an Operating Statement to
Tenant with respect to any Operating Period more than (1) year after the last
day thereof, then Tenant shall not be obligated to make an Operating Payment in
respect of such Operating Period.

                    (B) No later than thirty (30) days after the date on which
Landlord delivers to Tenant an Operating Statement, Tenant shall pay to Landlord
the Operating Payment shown thereon to be due for the Operating Period covered
thereby. If an Operating Statement covers an Operating Period with respect to
which a portion thereof occurs before the Term or after the Term, then the
Operating Payment shall be adjusted appropriately so that Tenant pays as the
Operating Payment only the Operating Expenses that are properly attributable to
the Term.

                    (C) (1) Subject to the terms of this Section 26.4(C),
Landlord shall have the right, from time to time, to give an Operating Statement
to Tenant, on a prospective basis, for an Operating Period of no more than one
(1) year, based on Landlord's reasonable good faith estimate of Operating
Expenses for such Operating Period. In no event may any such estimate of
Operating Expenses exceed, by more than eight percent (8%), the actual Operating
Expenses for the immediately preceding Operating Period (of the same duration as
the Operating Period for which Landlord renders such estimate), if any;
provided, however, that such estimate may exceed such actual Operating Expenses
by more than eight percent (8%) to the extent Landlord has included in such
estimate a bona fide liquidated payment (constituting an Operating Expense)
which Landlord expects to make during the Operating Period covered thereby (any
such Operating Statement that Landlord gives to Tenant on a prospective basis as
contemplated by this Section 26.4(C) being referred to herein as a "Prospective
Operating

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Statement"). If Landlord gives to Tenant a Prospective Operating Statement, then
Tenant shall pay to Landlord, on a monthly basis, as additional rent, on account
of the Operating Payment due hereunder for such Operating Period, an amount
equal to Landlord's reasonable good faith estimate of monthly Operating Expenses
as shown on such Prospective Operating Statement. Tenant shall make such monthly
payments to Landlord for the period, and in the amounts, as reflected on the
applicable Prospective Operating Statement. Landlord shall also have the right
to give to Tenant from time to time a Prospective Operating Statement for a
particular Operating Expense or particular Operating Expenses that Landlord is
required to pay within the next sixty (60) days. Tenant shall pay to Landlord
the amount stated in any such Prospective Operating Statement on or prior to the
thirtieth (30th) day after the date that Landlord gives such Prospective
Operating Statement to Tenant.

                          (2)   If Landlord gives to Tenant a Prospective
Operating Statement, then Landlord shall also provide to Tenant, within one
hundred eighty (180) days after the last day of the Operating Period covered by
such Prospective Operating Statement, an Operating Statement for such Operating
Period. If the aggregate amount of the Operating Payment as reflected on such
Operating Statement exceeds the aggregate amount of the aforesaid monthly
installments that Tenant pays to Landlord pursuant to the Prospective Operating
Statement, then Tenant shall pay to Landlord the amount of such excess not later
than the thirtieth (30th) day after the date that Landlord gives such Operating
Statement to Tenant. If the aggregate amount of the aforesaid monthly
installments that Tenant pays to Landlord pursuant to the Prospective Operating
Statement exceeds the aggregate amount of the Operating Payment as reflected on
such Operating Statement, then Landlord shall pay promptly to Tenant the amount
of such excess. If the aggregate amount of the aforesaid monthly installments
that Tenant pays to Landlord pursuant to the Prospective Operating Statement
exceeds the aggregate amount of the Operating Payment as reflected on such
Operating Statement by an amount greater than ten percent (10%) of the amount of
such Operating Payment, then Landlord shall also pay to Tenant an amount equal
to interest computed at the Applicable Rate on the amount of such excess from
the date that the aggregate amount of the monthly payments made by Tenant to
Landlord pursuant to the Prospective Operating Statement first exceeded such
Operating Payment until the date that Landlord pays such excess to Tenant.
Landlord's obligations with respect to any refund payable to Tenant under this
Section 26.4(C)(2) shall survive the expiration or earlier termination of this
Lease.

                    (D) Subject to the terms of this Section 26.4(D), any
Operating Statement sent to Tenant shall be conclusively binding upon Tenant
unless, within one (1) year after such Operating Statement is sent, Tenant gives
a notice to Landlord objecting to such Operating Statement and specifying the
respects in which such Operating Statement is disputed. Landlord shall disclose
to Tenant, in connection with Tenant's review of each Operating Statement,
whether any Person to which Landlord has paid amounts that Landlord has included
in Operating Expenses constitutes a Landlord Party. If Tenant gives such notice
to Landlord, then Tenant (together with its reputable legal counsel, consultants
and/or independent public accountants) may promptly examine Landlord's books and
records relating to such Operating Statement to determine the accuracy thereof.
Tenant recognizes the confidential nature of such books and records and shall
deliver to Landlord a confidentiality statement signed by an officer

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of Tenant (and a partner, principal or officer of Tenant's legal counsel,
consultants and/or certified public accountants to which such books and records
have been delivered) wherein Tenant and its legal counsel, consultants and/or
certified public accountants agree to maintain the information obtained from
such examination in strict confidence, except that Tenant and such legal
counsel, consultants and/or certified public accountants may reveal such
documentation to their agents, representatives and employees who are actively
involved in such investigation during the course of its review, or to an
arbitrator (provided that such agents and representatives and, if permitted, any
such arbitrator, shall at such time deliver to Landlord a confidentiality
statement signed by an officer, partner or principal authorized to bind such
party) or to a court of competent jurisdiction in the event of a dispute
relating to the subject matter contained in whole or in part in such records or
as otherwise may be required by any Requirement. If, after such examination,
Tenant still disputes such Operating Statement, then either party may elect to
have the decision of the issues determined by an Expedited Arbitration
Proceeding (it being understood that the arbitrator in such matter shall be a
qualified, disinterested and impartial person (x) who is, and has been for the
last ten (10) years, a partner in a reputable accounting firm that is regularly
engaged in and familiar with the accounting concepts applicable to the
computation of operating expenses for office buildings that conform with the
Building Standard, and (y) who has not been employed by either party during the
previous three (3) years). If such decision shows that Tenant has overpaid with
respect to such Operating Statement by more than three percent (3%), then
Landlord shall also reimburse Tenant for the reasonable out-of-pocket costs of
Tenant's audit of Landlord's books and records (provided, however, that
notwithstanding Tenant's fee arrangements with its auditor, Landlord shall only
reimburse Tenant for the actual hours of service provided by such auditor at the
then reasonable and customary hourly rate for such services) within thirty (30)
days after demand therefor. If such decision shows that Tenant overpaid with
respect to any particular item of Operating Expenses by more than five percent
(5%), then Tenant may examine Landlord's books and records covering the
Operating Periods three (3) years prior to such decision, but only in respect of
such particular item and only to the extent that Tenant has not theretofore
examined Landlord's books and records in respect of such Operating Periods. Any
examination of Landlord's books and records pursuant to the immediately
preceding sentence (and any dispute arising out of such inspection) shall be
made (and resolved) in accordance with the terms of this Section 26.4(D).
Notwithstanding the giving of such notice by Tenant, and pending the resolution
of any such dispute, Tenant shall pay to Landlord when due all undisputed
amounts shown on any such Operating Statement. Nothing contained in this Section
26.4(D) shall constitute an extension of the date by which Tenant is required to
pay Escalation Rent to Landlord hereunder.

                    (E) (1) Subject to Section 26.4(E)(4) hereof, if any capital
improvement is made during any Operating Period in order to comply with a
Requirement that is enacted or first made applicable to the Premises after the
Commencement Date for the applicable Deliverable Unit, then the cost of such
capital improvement shall be included in Operating Expenses for the Operating
Period in which such improvement was made; provided, however, that to the extent
the cost of such capital improvement is required to be capitalized under
generally accepted accounting principles, such cost together with interest
thereon at the then Base Rate shall be amortized on a straight-line basis over
the useful economic life of such improvement (and such interest) under generally
accepted accounting principles, and the annual

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amortization of such improvement shall be deemed an Operating Expense in each of
the Operating Periods during which such cost of the improvement is amortized.

                          (2)   Subject to Section 26.4(E)(4) hereof, if any
capital improvement is made during any Operating Period for the purpose of
saving or reducing Operating Expenses (as, for example, a labor-saving
improvement), then the cost of such improvement shall be included in Operating
Expenses for the Operating Period in which such improvement was made; provided,
however, that to the extent the cost of such capital improvement is required to
be capitalized under generally accepted accounting principles, (I) such cost
together with interest thereon at the then Base Rate shall be amortized on a
straight-line basis over such period of time as Landlord reasonably estimates
such savings or reduction in Operating Expenses will equal the cost of such
improvement and the annual amortization of such improvement (and such interest)
shall be deemed an Operating Expense in each of the Operating Periods during
which such cost of the improvement is amortized, (II) the amounts of such annual
amortization (and such interest) shall not exceed the aforesaid savings or
reduction in Operating Expenses, and (III) Landlord shall not have the right to
include in Operating Expenses the cost of any capital improvements that Landlord
or the Condominium Association performs to the roof of the Building, the curtain
wall of the Building or the structural components of the Building.

                          (3)   Subject to Section 26.4(E)(4) hereof, if any
capital improvement is made during any Operating Period in lieu of a repair,
then the cost of such improvement shall be included in Operating Expenses for
the Operating Period in which such improvement was made; provided, however, that
to the extent the cost of such capital improvement is required to be capitalized
under generally accepted accounting principles, (I) such cost together with
interest thereon at the then Base Rate shall be amortized on a straight-line
basis over the useful economic life of such improvement (and such interest)
under generally accepted accounting principles and the annual amortization of
such improvement (and such interest) shall be deemed an Operating Expense in
each of the Operating Periods during which such cost of the improvement is
amortized, (II) Landlord shall not have the right to include in Operating
Expenses the cost of any capital improvements that Landlord or the Condominium
Association performs to the roof of the Building, the curtain wall of the
Building or the structural components of the Building, and (III) Landlord shall
not have the right to include in Operating Expenses pursuant to this Section
26.4(E)(3) the cost of any capital improvements that Landlord or the Condominium
Association performs during the period commencing on the First Commencement Date
and ending on the fifteenth (15th) anniversary of the Last Commencement Date,
except to the extent such capital improvements are required by reason of
Tenant's use of Premises Systems or Shared Building Systems in a manner that
exceeds the use thereof that would be reasonably expected if such Premises
Systems or Shared Building Systems were used in a manner that conforms with the
ordinary uses for which such Premises Systems or Shared Building Systems were
designed.

                          (4)   Tenant shall not have any obligation under
this Section 26.4 to pay the cost of capital improvements performed by Landlord
in constructing the Work or the remainder of the Building. Landlord shall have
the right to include in Operating Expenses the cost of any capital improvement
(or the amortization thereof) only to the extent that the

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applicable cost would otherwise constitute an Operating Expense under Section
26.1(J) hereof (but for such cost's constituting a capital improvement cost).

                    (F) Landlord, before consummating a service and repair
agreement for the Premises Elevators with a service company, shall use due
diligence to obtain bids from no less than three (3) independent and reputable
service companies that have significant experience in servicing elevators in
office buildings that conform to the Building Standard. Landlord shall give
Tenant notice of Landlord's receipt of such bids from time to time, and permit
Tenant to participate in the opening thereof. Landlord shall engage as the
service company for the Premises Elevators the service company that submits the
lowest qualified bid; provided, however, that if (i) Tenant has a reasonable
objection to Landlord's engaging the service company that provides the lowest
qualified bid, and (ii) Tenant gives notice thereof to Landlord, then Landlord
shall consult with Tenant before engaging such service company.

                    (G) Tenant acknowledges that if the Statutory Condominium
Declaration is declared effective before the date that Taxes are separately
assessed to the owners of the units of the Condominium, then Tenant will
nevertheless pay the Tax Payment as contemplated hereby (by virtue of the Actual
Tax Amount being included in Common Charges).

      Section 26.5 Subject to the terms of this Article 26, the expiration or
termination of this Lease during any Operating Period or Tax Year shall not
affect the rights or obligations of the parties hereto respecting any payments
of Operating Payments for such Operating Period and any Tax Payments for such
Tax Year, and any Operating Statement relating to such Operating Payment and any
Tax Statement relating to such Tax Payment, may be sent to Tenant subsequent to,
and all such rights and obligations shall survive, any such expiration or
termination.

                                  ARTICLE 27
                                   SERVICES

      Section 27.1 (A) Subject to the terms of this Section 27.1, Section 22.11
hereof and Section 36.11 hereof, Landlord shall provide passenger and freight
elevator service to the Basic Premises at all times (using the Premises
Elevators). Landlord acknowledges that Tenant, during the Term, shall have
exclusive use of the passenger and freight elevators that service the Basic
Premises and that are being installed as part of the Work (collectively, the
"Premises Elevators"), except that Tenant shall use the Premises Elevator that
constitutes the freight elevator in the Third Avenue Building in common with
other occupants of the Third Avenue Building. Tenant acknowledges that only one
(1) of the two (2) freight elevators in the Lexington Avenue Building shall
constitute a Premises Elevator. Landlord shall reprogram the Premises Elevators
(other than the freight elevator in the Third Avenue Building) in accordance
with Tenant's instructions from time to time during the Term.

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                    (B) Subject to the terms of this Section 27.1(B), if (x)
Landlord exercises Landlord's right to consummate a Sublease Recapture or a
Subleasehold Assignment Recapture, or (y) Tenant exercises the Renewal Option
for the Partial Renewal Space, then Landlord shall have the right to use the
Recovered Elevators from and after the date that the Sublease Recapture or
Subleasehold Assignment Recapture becomes effective, or the first day of the
Renewal Term, as the case may be. If the Recapture Space, the Subleasehold
Assignment Space or the Removed Space is the portion of the Tower Premises that
is added thereto by reason of Tenant's exercise of the Early Option or the
Shortage Option, then Landlord shall not have the right to use the Recovered
Elevators in respect thereof (with the understanding that Landlord shall have
the right to continue to use the High Rise Office Elevators in common with
Tenant as contemplated by Section 36.11 hereof). If the Recapture Space, the
Subleasehold Assignment Space or the Removed Space, as the case may be, is (x)
not located in the Tower Premises, and (y) not already served by another
passenger elevator to which Landlord has access, then the term "Recovered
Elevators" with respect thereto shall mean one (1) of the Premises Elevators
that constitute passenger elevators serving (I) the Recapture Space or the
Subleasehold Assignment Space (if Landlord's right to use the Recovered
Elevators arises by virtue of Landlord's exercising Landlord's rights to
consummate a Sublease Recapture or a Subleasehold Assignment Recapture), or (II)
the Removed Space (if Landlord's rights to use the Recovered Elevators arises by
virtue of Tenant's exercising the Renewal Option for the Partial Renewal Space);
provided, however, that:

                          (i)   if the aggregate Rentable Area of (X) the
portions of the Premises described in clauses (I) or (II) above, and (Y) any
other portions of the Premises that have access to the applicable Recovered
Elevator, exceeds Sixty-Two Thousand Five Hundred (62,500) square feet of
Rentable Area and is equal to or less then One Hundred Fifty-Six Thousand
(156,000) square feet of Rentable Area, then the term "Recovered Elevators"
shall mean two (2) of the Premises Elevators that constitute passenger elevators
serving such portions of the Premises described in clauses (I) or (II) above,
and

                          (ii)  one (1) additional Premises Elevator that
constitutes a passenger elevator serving the portions of the Premises described
in clauses (I) or (II) above shall constitute a Recovered Elevator for each
increment of Sixty-Two Thousand Five Hundred (62,500) square feet of Rentable
Area in excess of One Hundred Fifty-Six Thousand (156,000) square feet of
Rentable Area that constitutes either (X) the portions of the Premises described
in clauses (I) or (II) above, or (Y) any other portions of the Premises that
have access to the Recovered Elevators (so that, for example, if the aggregate
Rentable Area of (A) the portions of the Premises described in clauses (I) or
(II) above, and (B) the other portions of the Premises that have access to the
Recovered Elevators, exceeds One Hundred Fifty-Six Thousand (156,000) square
feet of Rentable Area and is equal to or less than Two Hundred Eighteen Thousand
Five Hundred (218,500) square feet of Rentable Area, then there shall be an
aggregate of three (3) Recovered Elevators).

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If the Recapture Space, the Subleasehold Assignment Space or the Removed Space,
as the case may be, is (x) located in the Tower Premises (other than the portion
thereof that is added thereto by reason of Tenant's exercise of the Shortage
Option or the Early Option), or (y) already served by another passenger elevator
to which Landlord has access, then the term "Recovered Elevators" with respect
thereto shall mean one (1) of the Premises Elevators that constitute passenger
elevators serving (AA) the Recapture Space or the Subleasehold Assignment Space
(if Landlord's right to use the Recovered Elevators arises by virtue of
Landlord's exercising Landlord's rights to consummate a Sublease Recapture or a
Subleasehold Assignment Recapture), or (BB) the Removed Space (if Landlord's
rights to use the Recovered Elevators arises by virtue of Tenant's exercising
the Renewal Option for the Partial Renewal Space); provided, however, that:

                          (i)   if the aggregate Rentable Area of (X) the
portions of the Premises described in clauses (AA) or (BB) above, and (Y) any
other portions of the Premises that have access to the applicable Recovered
Elevator, exceeds One Hundred Thousand (100,000) square feet of Rentable Area
and is equal to or less then One Hundred Fifty Thousand (150,000) square feet of
Rentable Area, then the term "Recovered Elevators" shall mean two (2) of the
Premises Elevators that constitute passenger elevators serving such portions of
the Premises described in clauses (AA) or (BB) above,

                          (ii)  one (1) additional Premises Elevator that
constitutes a passenger elevator serving the portions of the Premises described
in clauses (AA) or (BB) above shall constitute a Recovered Elevator for each
increment of Fifty Thousand (50,000) square feet of Rentable Area in excess of
One Hundred Fifty Thousand (150,000) square feet of Rentable Area that
constitutes either (X) the portions of the Premises described in clauses (AA) or
(BB) above, or (Y) any other portions of the Premises that have access to the
Recovered Elevators (so that, for example, if the aggregate Rentable Area of (A)
the portions of the Premises described in clauses (AA) or (BB) above, and (B)
the other portions of the Premises that have access to the Recovered Elevators,
exceeds One Hundred Fifty Thousand (150,000) square feet of Rentable Area and is
equal to or less than Two Hundred Thousand (200,000) square feet of Rentable
Area, then there shall be an aggregate of three (3) Recovered Elevators), and

                          (iii) Landlord shall not have the right to the use of
any Recovered Elevator for the applicable portion of the Premises described in
clauses (AA) or (BB) above if the Rentable Area of (X) such portion of the
Premises, and (Y) any other portions of the Premises that have access to the
Recovered Elevators, is less than Twenty-Five Thousand (25,000) square feet of
Rentable Area.

Tenant shall designate the Recovered Elevators in the Recapture Statement, the
Subleasehold Assignment Statement or the Renewal Notice, as the case may be.

                    (C) Subject to the terms of this Section 27.1(C), if (I)
Landlord exercises Landlord's right to consummate a Sublease Recapture or a
Subleasehold Assignment Recapture, or (II) Tenant exercises the Renewal Option
for the Partial Renewal Space, then Landlord shall have the right to use, in
common with Tenant, the Premises Elevators that constitute freight elevators
serving the Recapture Space, the Subleasehold Assignment Space, or the Removed
Space, as the case may be. Tenant acknowledges that Landlord, in exercising

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Landlord's rights under this Section 27.1(C), shall have the right to gain
access to such freight elevator in the Lexington Avenue Building at Lower Level
3 of the Building. Tenant shall have the right to impose reasonable restrictions
on Landlord's use of such Premises Elevators that constitute freight elevators
to maintain the security envelope of the Premises (it being understood, however,
that Tenant shall not unreasonably interfere with Landlord's use of the freight
elevators in a manner that satisfies the Building Standard). Landlord shall not
have the right to use a Premises Elevator that is a freight elevator under this
Section 27.1(C) that is otherwise for the exclusive use of Tenant pursuant to
the terms hereof unless the Rentable Area of the Partial Renewal Space or the
portion of the Premises that remains after taking into account such Sublease
Recapture or Subleasehold Assignment Recapture is less than Four Hundred Fifty
Thousand (450,000) square feet of Rentable Area.

                    (D) If Landlord has the right to use the Recovered Elevators
as contemplated by this Section 27.1, then Landlord shall also have the right to
use the Recovered Lobby Area. As used herein, the term "Recovered Lobby Area"
shall mean a portion of the Exclusive Lobby Area, as reasonably designated by
Tenant, that (x) constitutes a reasonable lobby area for the space in the
Building that is served by the Recovered Elevators, and (y) provides reasonable
access to the Recovered Elevators, that in either case conforms to the Building
Standard. If the Recovered Elevators constitute the Mid Rise Office Elevators,
then the Recovered Lobby Area shall be the corresponding portion of the corridor
that runs between the Mid Rise Office Elevators (so that Landlord gains access
to such Recovered Elevator through the Building Lobby). Tenant shall designate
the Recovered Lobby Area in the Recapture Statement, the Subleasehold Assignment
Statement, or the Renewal Notice, as the case may be. Tenant, at Tenant's sole
cost and expense, shall demise the Recovered Lobby Area separately from the
remainder of the Exclusive Lobby Area, not later than the date that Landlord has
the right to so use the Recovered Lobby Area as contemplated by this Section
27.1(D) (it being understood that if the Exclusive Lobby Area cannot be
configured in a manner that provides Landlord with lobby access that conforms
with the Building Standard, as aforesaid, then Tenant shall relinquish Tenant's
right to use the Exclusive Lobby Area on an exclusive basis as contemplated by
Section 2.3 hereof, in which case Tenant shall not be required to so separately
demise the Recovered Lobby Area). Landlord and Tenant shall cooperate reasonably
with each other in seeking to arrange a configuration of the Exclusive Lobby
Area that (i) addresses Tenant's security concerns, (ii) seeks to preserve
Tenant's right to maintain its right to use the Exclusive Lobby Area, or at
least a portion thereof, exclusively as contemplated by Section 2.3 hereof, and
(iii) provides Landlord with lobby access to the Recovered Elevators in a manner
that conforms with the Building Standard.

                    (E) Either party shall have the right to submit to an
Expedited Arbitration Proceeding a dispute between the parties regarding the
Recovered Elevators or the Recovered Lobby Area.

      Section 27.2 Subject to Article 22 hereof, Landlord shall operate (or
shall cause the Condominium Association to operate) at all times the HVAC System
that Landlord is installing as part of the Work, as set forth in the Work
Exhibit.

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      Section 27.3 Subject to Article 22 hereof, Landlord shall provide (or
cause the Condominium Association to provide) at all times cold water to the
Premises at all times.

      Section 27.4 Tenant shall have the right to arrange for Tenant's purchase
of natural gas from the utility company providing natural gas service for the
Building using the applicable elements of the Work constructed by Landlord in
accordance with the terms hereof. Landlord shall have no obligation to provide
natural gas service for the Premises or Tenant's use and occupancy thereof.

      Section 27.5 Subject to the terms of this Section 27.5, Landlord reserves
the right to stop or reduce service of the Building Systems when necessary by
reason of accident or Emergency, or for repairs, additions, alterations,
replacements or improvements which in the reasonable judgment of Landlord are
desirable or necessary to be made, until said repairs, alterations, replacements
or improvements have been completed (which repairs, additions, alterations,
replacements and improvements shall be performed in accordance with Section 4.3
hereof). Landlord shall coordinate with Tenant any temporary stoppage or
reduction of Building System service to minimize to the extent reasonably
practicable any interference with Tenant's business in the Premises. Landlord
shall only stop or reduce Building System service during non-business hours on
Business Days or on days that are not Business Days if such stoppage or
reduction would materially interfere with Tenant's conduct of business in the
Premises; provided, however, that the time periods during which Landlord has the
right to stop or reduce Building System service shall not be so limited to the
extent (a) reasonably necessary by reason of the occurrence of an Emergency, or
(b) otherwise required by applicable Requirements. Landlord shall give Tenant at
least ten (10) Business Days of advance notice of Landlord's plans to stop or
reduce Building System service as contemplated by this Section 27.5; provided,
however, that Landlord shall not be required to give such advance notice to the
extent such stoppage or reduction is required by reason of the occurrence of an
Emergency (in which case Landlord shall give Tenant such advance notice of such
stoppage or reduction that is reasonable under the circumstances). Landlord
shall set forth in any such notice Landlord's estimate in good faith of the
duration of the stoppage or reduction of Building System services as described
therein (it being understood Landlord shall in no event be liable to Tenant if
the actual duration of such stoppage or reduction exceeds Landlord's estimate
thereof, provided that Landlord proceeds with due diligence to remedy the
condition which required Landlord to stop or reduce such Building System
services). Subject to Section 14.5 hereof, Landlord shall have no responsibility
or liability for interruption, curtailment or failure to supply Building System
services when prevented by Unavoidable Delays or by any Requirement or due to
the exercise of Landlord's right to stop or reduce service as provided in this
Article 27. The exercise of such right or such failure by Landlord shall not
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any compensation or to any abatement or diminution of Rental, or
relieve Tenant from any of its obligations under this Lease, or impose any
liability upon Landlord or its agents by reason of inconvenience or annoyance to
Tenant, or injury to or interruption of Tenant's business, or otherwise, except
as otherwise provided in this Lease (including, without limitation, Section 14.5
hereof).

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      Section 27.6 Landlord shall have no responsibility to clean the Premises.
Tenant, at Tenant's sole cost and expense, shall clean the Premises in
conformity with the Building Standard. In addition, Tenant, at Tenant's sole
cost and expense, shall cause all portions of the Premises used for the storage,
preparation, service or consumption of food or beverages to be cleaned daily in
a manner reasonably satisfactory to Landlord, and to be exterminated against
infestation by vermin, rodents or roaches regularly and, in addition, whenever
there is evidence of any infestation. Any such exterminating shall be done at
Tenant's sole cost and expense, and in a manner reasonably satisfactory to
Landlord. Tenant shall comply with any recycling program and/or refuse disposal
program (including, without limitation, any program related to the recycling,
separation or other disposal of paper, glass or metals) which is required
pursuant to any Requirements.

      Section 27.7 Subject to Section 27.5 hereof, services expressly and
specifically required to be provided by Landlord in this Article 27 shall be
provided by Landlord in conformity with the Building Standard.

                                  ARTICLE 28
                       LIMITATION ON TENANT'S LIABILITY

            This Lease and the obligations of Tenant hereunder shall be fully
recourse to Tenant and the assets of Tenant; provided, however, that
notwithstanding anything to the contrary contained herein, no recourse shall be
had for the payment of Rental or other payments due or for any claim under this
Lease or based on the failure of performance or observance of any of the terms
and conditions of this Lease against any partner comprising Tenant, any
Affiliate of any partner comprising Tenant (other than Tenant itself) or any
principal, partner, member, manager, shareholder, controlling person, officer,
director, agent or employee of any of the aforesaid Persons or any of their
respective assets other than such partner's interest in Tenant or assets of
Tenant to which such partner is entitled under any rule of law, statute or
constitution, or by the enforcement of any assessment or penalty, or otherwise,
it being expressly understood that the sole remedies of Landlord with respect to
such amounts and claims shall be against such interest in Tenant and the assets
of the Tenant to which such partner is entitled and as otherwise expressly set
forth in this Lease, and that all such liability of the aforesaid Persons,
except as expressly provided in this Article 28, is expressly waived and
released; provided, however, that nothing contained in this Lease (including,
without limitation, the provisions of this Article 28) (i) shall be taken to
prevent recourse to and the enforcement against such partner's interest in
Tenant and the assets of Tenant to which such partner is entitled for all of the
respective liabilities, obligations and undertakings of the aforesaid Persons
contained in this Lease, or (ii) shall be taken to limit or restrict any action
or proceeding against any of the aforesaid Persons which does not seek damages
or a money judgment or does not seek to compel payment of money (or the
performance of obligations which would require the payment of money) by any of
the aforesaid Persons.

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                                  ARTICLE 29
                                    PARKING

      Section 29.1 Subject to the terms of Section 29.1, Tenant shall be
entitled to the use of ten (10) parking spaces in the portion of the Building
that Landlord designates for garage purposes (the "Garage Area"), provided and
for so long as (i) such parking spaces are permitted to be designated for
Tenant's use under the applicable Requirements, (ii) Tenant pays each month to
Landlord (or the operator of the Garage Area) the fee for the use of such
parking spaces, which fee shall be charged at the posted monthly rate (or, if
there are no posted monthly rates, at market rates), and (iii) Tenant executes
and delivers to Landlord (or such operator) the form of parking agreement
required to be signed by the other Persons using parking spaces at the Garage
Area. In no event shall Tenant be entitled to more than eight percent (8%) of
the parking spaces in the Garage Area. Landlord shall not be required to provide
Tenant with reserved parking spaces under this Section 29.1 (it being understood
that Landlord will satisfy Landlord's obligations under this Section 29.1 by
accommodating the number of vehicles that corresponds to the number of parking
spaces to which Tenant is entitled under this Section 29.1). Landlord shall not
be required to accommodate vehicles in the Garage Area other than ordinary
passenger vehicles (so that, for example, Landlord shall not be required to
accommodate limousines in the Garage Area). This Section 29.1 shall not apply if
Landlord constructs the Building without a Garage Area.

      Section 29.2 Subject to the terms of this Section 29.2, Landlord shall
provide (or cause the Condominium Association to provide) space in the Lexington
Place Courtyard (or, at Landlord's option, in the driveway leading from the
Lexington Place Courtyard to East 59th Street) for four (4) black cars or taxis
to wait on a short-term basis for Tenant's officers, directors, employees and
guests. This Section 29.2 shall apply only during the period that Tenant
satisfies that Minimum Square Footage Requirement. Tenant shall not have the
right to use or permit to be used the aforesaid space in the Lexington Place
Courtyard (or such driveway) for parking. Landlord shall not charge Tenant for
Tenant's rights as set forth in this Section 29.2 (it being understood, however,
that nothing contained in this Section 29.2 limits Tenant's obligation to pay
Operating Expenses in accordance with the terms of Section 26.3 hereof). Tenant
shall not have the right to permit any of the aforesaid black cars or taxis to
be left unattended at any time. Landlord shall not be required to reserve (or to
cause the Condominium Association to reserve) particular space in the Lexington
Place Courtyard (or such driveway) for such black cars or taxis. Tenant's use of
such space in the Lexington Place Courtyard (or such driveway) shall be subject
to the Rules and Regulations.

                                  ARTICLE 30
                                   CAPTIONS

            The captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this Lease nor
the intent of any provision thereof.

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                                  ARTICLE 31
                                 PARTIES BOUND

            The covenants, conditions and agreements contained in this Lease
shall bind and inure to the benefit of Landlord and Tenant and their respective
legal representatives, successors, and, except as otherwise provided in this
Lease, their assigns.

                                  ARTICLE 32
                                    BROKER

            Each party represents and warrants to the other that it has not
dealt with any broker or Person in connection with this Lease other than Newmark
& Company Real Estate, Inc. ("Broker"). The execution and delivery of this Lease
by each party shall be conclusive evidence that such party has relied upon the
foregoing representation and warranty. Tenant shall indemnify and hold Landlord
harmless from and against any and all claims for commission, fee or other
compensation by any Person (including, without limitation, Broker) who claims to
have dealt with Tenant in connection with this Lease and for any and all costs
incurred by Landlord in connection with such claims, including, without
limitation, reasonable attorneys' fees and disbursements; provided, however,
that Tenant shall not be required to so indemnify Landlord and hold Landlord
harmless for any claims for commission, fee or other compensation made by Broker
in connection with Tenant's exercise of the Option or the Renewal Option in
either case in accordance with the terms hereof. Landlord shall indemnify and
hold Tenant harmless from and against any and all claims for commission, fee or
other compensation by any Person who claims to have dealt with Landlord in
connection with this Lease (other than Broker) and for any and all costs
incurred by Tenant in connection with such claims, including, without
limitation, reasonable attorneys' fees and disbursements; provided, however that
Landlord shall so indemnify Tenant and hold Tenant harmless for any claims for
commission, fee or other compensation made by Broker in connection with Tenant's
exercise of the Option or the Renewal Option in either case in accordance with
the terms hereof. The provisions of this Article 32 shall survive the Expiration
Date.

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                                  ARTICLE 33
                                   INDEMNITY

      Section 33.1 (A) Subject to Section 10.3 hereof, Article 28 hereof,
Section 35.13 hereof, and this Article 33, Tenant shall indemnify and save the
Landlord Indemnitees harmless from and against (a) all claims made by third
parties of whatever nature against the Landlord Indemnitees arising from any act
or omission of a Tenant Indemnitee in or about a Tenant Area during the Term,
(b) all claims made by third parties against the Landlord Indemnitees arising
from any accident, injury or damage whatsoever caused to any person or to the
property of any person and occurring during the Term in or about a Tenant Area,
(c) all claims made by third parties against the Landlord Indemnitees arising
from any accident, injury or damage caused to any person or to the property of
any person occurring outside of a Tenant Area but anywhere within or about the
Building, where such accident, injury or damage caused to any person or to the
property of any person results from any negligent act or omission or willful
misconduct of a Tenant Indemnitee, (d) all claims made by third parties against
the Landlord Indemnitees deriving from any breach, violation or non-performance
of any covenant, condition or agreement in this Lease set forth and contained on
the part of Tenant to be fulfilled, kept, observed and performed, (e) any claims
made by third parties against the Landlord Indemnitees that derive from Landlord
cooperating with a Permitted Occupant in obtaining permits, licenses or
certificates as contemplated by Section 2.4 hereof, (f) any claims made by third
parties against the Landlord Indemnitees that derive from Landlord cooperating
with Tenant in connection with Tenant's obtaining permits for Alterations as
contemplated by Section 3.3 hereof, (g) any claims made by third parties against
the Landlord Indemnitees that derive from Tenant's filing a notice of protest or
prosecuting a tax certiorari proceeding as contemplated by Section 26.4 hereof,
(h) any claims made by third parties against the Landlord Indemnitees that
derive from any action taken by or on behalf of Tenant under Section 18.3
hereof, (i) any claims made by third parties against the Landlord Indemnitees
that derive from Tenant's use of the Terrace Area, (j) any claims made by third
parties against the Landlord Indemnitees by reason of Tenant's contesting a
Requirement, or failing to comply therewith, as contemplated by Section 6.3(A)
hereof, or (k) any claims made by third parties against the Landlord Indemnitees
by reason of Tenant's access to the Third Floor Deck as contemplated by Section
3.10 hereof. This indemnity and hold harmless agreement shall include indemnity
from and against any and all liability, fines, suits, demands, costs and
expenses of any kind or nature (including, without limitation, reasonable
attorneys' fees and disbursements) incurred in or in connection with any such
claim or proceeding brought thereon, and the defense thereof. Tenant shall have
no obligation to indemnify or hold harmless Landlord's Indemnitees pursuant to
this Section 33.1(A) to the extent that any of the aforesaid claims of third
parties result from the negligence or willful misconduct of Landlord's
Indemnitees.

                    (B) Subject to Section 10.3 hereof, Section 35.2 hereof,
Section 35.13 hereof, and this Article 33, Landlord shall indemnify and save the
Tenant Indemnitees harmless from and against all claims made by third parties
against the Tenant Indemnitees arising from (i) any act or omission of a
Landlord Indemnitee in or about the Building during the Term, (ii) any damage in
or to a Tenant Area and any bodily injury to a Tenant Indemnitee resulting from
any act or omission of a Landlord Indemnitee, (iii) any breach, violation or
non-performance of any covenant, condition or agreement in this Lease set forth
and contained on the part of Landlord to be fulfilled, kept, observed and
performed, (iv) Landlord's contesting a Requirement, or failing to comply
therewith, as contemplated by Section 6.3(B) hereof, (v) Landlord's entry upon
the Premises as contemplated by Article 14 hereof,

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(vi) Tenant's cooperating with Landlord in connection with Landlord's obtaining
permits for work in the Building as contemplated by Section 3.3 hereof, (vii)
Landlord's filing a notice of protest or prosecuting a tax certiorari proceeding
as contemplated by Section 26.4 hereof, (viii) Tenant's cooperating with
Landlord in connection with a zoning lot merger or transfer of development
rights as contemplated by Section 7.6 hereof, or (ix) Landlord's using the Tower
Hoist Area pursuant to Section 22.15 hereof. This indemnity and hold harmless
agreement shall include indemnity from and against any and all liability, fines,
suits, demands, costs and expenses of any kind or nature (including, without
limitation, reasonable attorneys' fees and disbursements) incurred in or in
connection with any such claim or proceeding brought thereon, and the defense
thereof. Landlord shall have no obligation to indemnify or hold harmless
Tenant's Indemnitees pursuant to this Section 33.1(B) to the extent any such
claims of third parties result from the negligence or willful misconduct of
Tenant's Indemnitees.

      Section 33.2 (A) If at any time a claim is made or threatened, or an
action or proceeding is commenced or threatened, against a Landlord Indemnitee
or a Tenant Indemnitee (the "Indemnitee") which could result in liability of the
other party (the "Indemnitor") pursuant to this Article 33, than the Indemnitee
shall give to the Indemnitor notice of such claim, action or proceeding;
provided, however, that such Indemnitee's failure to provide such notice shall
not be deemed a failure to comply with the procedures set forth in this Section
33.2 unless the Indemnitor is materially prejudiced thereby. Such notice shall
state the basis for the claim, action or proceeding and the amount thereof (to
the extent such amount is determinable at the time that such notice is given),
and shall permit the Indemnitor to assume the defense of such claim, action or
proceeding, using such attorneys as the Indemnitor reasonably selects (provided,
however, that attorneys for the Indemnitor's insurer shall be deemed approved
for purposes hereof). Failure by the Indemnitor to notify the Indemnitee of the
Indemnitor's election to defend any such claim, action or proceeding within a
reasonable time, but in no event more than thirty (30) days after notice thereof
has been given to the Indemnitor, shall be deemed a waiver by the Indemnitor of
its right to defend such claim, action or proceeding.

                    (B) If the Indemnitor assumes the defense of such claim,
action or proceeding, then each Indemnitee may participate, at its expense, in
the defense of such claim, action or proceeding, provided that, subject to the
other terms hereof, the Indemnitor shall direct and control the defense of such
claim, action or proceeding. Without limiting any other obligation under this
Lease, each Indemnitee agrees to cooperate and make available to the Indemnitor
all books and records and such partners, principals, officers, directors,
employees and agents as are reasonably necessary in connection with such
defense. The Indemnitor shall not, in the defense of such claim, action or
proceeding, consent to the entry of any judgment or award, or enter into any
settlement, except in either event with the prior consent of each Indemnitee,
which consent shall not be unreasonably withheld or delayed. To the extent any
Indemnitee declines to consent to a bona fide offer of settlement or compromise,
the Indemnitor shall continue to defend, but the amount of such offer shall be
the limit of the Indemnitor's liability with respect to such claim, action or
proceeding with respect to the Indemnitee that declined such offer. Unless each
Indemnitee otherwise consents, such judgment, award or settlement shall include
as an unconditional term thereof the giving by the claimant or the plaintiff to
each Indemnitee of a

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release from all liability in respect of such claim, action or proceeding and
such settlement shall entail no adverse effects upon each Indemnitee, either
directly or indirectly.

                    (C) If the Indemnitor does not assume the defense of any
such claim, action or proceeding, then an Indemnitee may defend against, or
settle, such claim, action or proceeding in such manner as it may deem
appropriate. Without limiting any other obligation under this Lease, the
Indemnitor agrees to cooperate and make available to each Indemnitee all books
and records and such partners, principals, officers, directors, employees and
agents as are reasonably necessary in connection with the defense or settlement
of such claim, action or proceeding.

                    (D) If the Indemnitor or an Indemnitee cooperates in the
defense or makes available books, records, partners, principals, directors,
officers, employees or agents, then the party that requested such cooperation
shall pay the out-of-pocket costs and expenses (including, without limitation,
legal fees and disbursements) of the party providing such cooperation and of its
partners, principals, officers, directors, employees and agents reasonably
incurred in connection with providing such cooperation. The term "legal fees",
as used in this Section 33.2(D), shall include the fair value of services
provided by Tenant's employees and other personnel (acting as would outside
counsel and not as principals).

                                  ARTICLE 34
                          ADJACENT EXCAVATION-SHORING

      Subject to the terms of this Article 34, if an excavation is made upon
land adjacent to the Land, or is authorized to be made, then Tenant, upon
reasonable advance notice, shall afford to the person causing, or authorized to
cause, such excavation a license to enter upon the Premises for the purpose of
doing such work as said person deems necessary to preserve the Building from
injury or damage and to support the same by proper foundations, without any
claim for damages or indemnity against Landlord, or diminution or abatement of
Rental. Landlord shall use reasonable efforts to cause the person performing
such excavation to perform such work (i) diligently, (ii) in a manner that does
not impair Tenant's access to the Premises in a material respect, (iii) in a
manner that minimizes to the extent reasonably practicable interference with
Tenant's use, enjoyment and occupancy of the Premises, and (iv) in a manner that
does not reduce the Usable Area of the Premises; provided, however, that in no
event shall Landlord be required to limit such person's access to the Premises
to an extent that limits, repairs, releases or otherwise impairs such person's
obligation under applicable Requirements to repair any damage to the Building
that is caused by such excavation.

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                                  ARTICLE 35
                             ADDITIONAL PROVISIONS

      Section 35.1 This Lease shall not be binding upon Landlord or Tenant
unless and until Landlord and Tenant have executed and unconditionally delivered
a fully executed copy of this Lease to each other. This Lease may be executed in
counterparts, it being understood that such counterparts, taken together, shall
constitute one and the same agreement.

      Section 35.2 The obligations of Landlord under this Lease shall not be
binding upon Landlord named herein after the sale, conveyance, assignment or
transfer by such Landlord (or upon any subsequent Landlord after the sale,
conveyance, assignment or transfer by such subsequent Landlord) of its interest
in the Premises, to the extent such obligations accrue from and after the date
of such sale, conveyance, assignment or transfer, and accordingly, if any such
sale, conveyance, assignment or transfer occurs, then the transferring Landlord
shall be and hereby is entirely freed and relieved of all obligations of
Landlord hereunder accruing from and after such sale, conveyance, assignment or
transfer; provided, however, that the transferring Landlord shall not be so
freed and relieved of obligations that (x) do not run with the land, (y) the
transferee does not assume, and (z) Tenant identifies as such transferring
Landlord being in default thereof within thirty (30) days after such
transferring Landlord gives notice to Tenant of such sale, conveyance,
assignment or transfer (it being understood that the transferring Landlord may
give such notice to Tenant up to sixty (60) days before any such sale,
conveyance, assignment or transfer occurs). Nothing contained in this Section
35.2 limits the effectiveness of a statement that Tenant gives under Section 7.3
hereof. The members, managers, partners, shareholders, directors, officers and
principals, direct and indirect, comprising Landlord (collectively, the
"Parties") shall not be liable for the performance of Landlord's obligations
under this Lease (unless a Party executes and delivers an agreement expressly
providing therefor). Tenant shall look solely to Landlord to enforce Landlord's
obligations hereunder and shall not seek any damages against any of the Parties
(except as expressly set forth in the Reimbursement Agreement or any other
written instrument executed and delivered by a Party). The liability of Landlord
for Landlord's obligations under this Lease shall be limited to Landlord's
interest in the Premises and the proceeds thereof and Tenant shall not look to
any other property or assets of Landlord or the property or assets of any of the
Parties in seeking either to enforce Landlord's obligations under this Lease or
to satisfy a judgment for Landlord's failure to perform such obligations (except
as expressly set forth in the Reimbursement Agreement or any other written
instrument executed and delivered a Party). Landlord, during the period ending
on the First Rent Commencement Date, shall not permit a Mortgage to encumber the
Premises that secures an aggregate outstanding principal indebtedness of more
than eighty percent (80%) of the fair market value of the Premises (which is
determined on the date that the loan secured by such Mortgage is consummated
assuming that such loan is fully funded, that the construction of the Building
as contemplated hereby has been Substantially Completed, and that the Rent
Commencement Date has occurred hereunder for the Initial Premises).

      Section 35.3 Notwithstanding anything contained in this Lease to the
contrary, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not

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expressly denominated Fixed Rent, Escalation Rent, additional rent or Rental,
shall constitute rent for the purposes of Section 502(b)(7) of the Bankruptcy
Code.

      Section 35.4 Tenant's liability for all items of Rental, and Landlord's
liability to make refunds to Tenant to the extent expressly provided herein,
shall survive the Expiration Date.

      Section 35.5 This Lease shall not be recorded; however, at the request of
either party, Landlord and Tenant shall promptly execute, acknowledge and
deliver (a) a memorandum with respect to this Lease sufficient for recording in
the form of Exhibit 35.5 attached hereto and made a part hereof, and (b) any
transfer tax returns that are required to accompany such memorandum for
recording purposes (it being understood that the party making such request shall
pay the recording charges and Landlord shall pay any transfer taxes or fees due
in connection therewith). Such memorandum shall not, in any circumstance, be
deemed to change the provisions of, or be deemed a construction of, this Lease.
After the terms set forth in such memorandum are supplemented (by including,
without limitation, the fixing of the Commencement Dates or Tenant's exercise of
the Option) or if the terms in this Lease change (as a result of including,
without limitation, the addition of space to the Premises), promptly after the
request of either party hereto, the other party shall execute, acknowledge and
deliver an amendment to such memorandum for recording (it being understood that
the party making the request shall be responsible for the recording charges).

      Section 35.6 (A) Subject to the terms of Section 35.6(B) hereof, Tenant
hereby waives any claim against Landlord which Tenant may have based upon any
assertion that Landlord has unreasonably withheld, unreasonably delayed, or
unreasonably conditioned any consent or approval requested by Tenant (in cases
where Landlord has agreed to not unreasonably withhold, unreasonably delay, or
unreasonably condition Landlord's consent), and Tenant agrees that its sole
remedy shall be an action or proceeding to enforce any related provision or for
specific performance, injunction or declaratory judgment. In the event of a
determination that such consent or approval has been unreasonably withheld,
unreasonably delayed, or unreasonably conditioned, the requested consent or
approval shall be deemed to have been granted; however, Landlord shall have no
liability to Tenant for its refusal or failure to give such consent or approval
(except to the extent set forth in Section 35.6(B) hereof). Tenant's sole remedy
for Landlord's unreasonably withholding, unreasonably delaying, or unreasonably
conditioning its consent or approval shall be as provided in this Section 35.6.

                    (B) If Landlord withholds, delays or conditions its consent
with respect to any matter under this Lease for which Landlord's consent is
required and Tenant believes that Landlord did so unreasonably (in cases where
Landlord has agreed to not unreasonably withhold, delay or condition such
consent), or if Landlord adopts a Rule or Regulation that Tenant deems
unreasonable, then Tenant may (but shall not be obligated to), within twenty
(20) days after its receipt of Landlord's notice of rejection or conditional
approval of Tenant's proposal (time being of the essence), or at any time during
the period beginning on the thirtieth (30th) day after the date that Tenant
first requested Landlord's approval and ending on the date that Landlord gives
Tenant notice of such rejection or conditional approval, or within ninety (90)
days after receipt by Tenant of notice of the adoption of any such additional
Rule or Regulation (time being of the essence), notify Landlord of its desire to
submit Landlord's

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withholding, delaying or conditioning of its consent thereto or such Rule or
Regulation to an Expedited Arbitration Proceeding (and no other issue whether
related thereto or otherwise). Such notice shall set forth Tenant's claim.
Landlord and Tenant shall execute all documents and do all other things
necessary to submit Tenant's claim to an Expedited Arbitration Proceeding. The
sole decisions to be made in the Expedited Arbitration Proceeding shall be
whether or not Landlord unreasonably withheld, delayed or conditioned its
consent with respect to the particular matter being arbitrated or whether such
Rule or Regulation is unreasonable. The arbitrators shall have no right to vary,
modify or waive any provision of this Lease. If the decision in the Expedited
Arbitration Proceeding is that Landlord unreasonably withheld, conditioned, or
delayed consent with respect to such matter, then Landlord shall promptly
consent to such matter (it being understood that if Landlord fails to so consent
following such decision, then Tenant shall be entitled to bring an action
against Landlord in a court of competent jurisdiction to specifically enforce
such decision or for money damages (to the extent damages were sustained by
Tenant as a result of Landlord's failure to so consent)). Nothing contained in
this Section 35.6 limits Tenant's rights to recover actual damages sustained by
Tenant in a court of competent jurisdiction (x) to the extent deriving from
Landlord's unreasonably withholding, unreasonably delaying or unreasonably
conditioning Landlord's consent (in cases where Landlord has expressly agreed
not to so unreasonably withhold, unreasonably delay or unreasonably condition
such consent), and (y) if such court makes a final determination that Landlord
so unreasonably withheld, unreasonably delayed or unreasonably conditioned such
consent capriciously and arbitrarily.

      Section 35.7 This Lease contains the entire agreement between the parties
and supersedes all prior understandings, if any, with respect thereto. This
Lease shall not be modified, changed, or supplemented, except by a written
instrument executed by both parties.

      Section 35.8 Landlord and Tenant hereby (a) irrevocably consent and submit
to the jurisdiction of any Federal, state, county or municipal court sitting in
the State of New York in respect to any action or proceeding brought therein by
Landlord against Tenant or by Tenant against Landlord in either case concerning
any matters arising out of or in any way relating to this Lease; (b) irrevocably
waive all objections as to venue and any and all rights each party may have to
seek a change of venue with respect to any such action or proceedings; (c) agree
that the laws of the State of New York shall govern in any such action or
proceeding and waive any defense to any action or proceeding granted by the laws
of any other country or jurisdiction unless such defense is also allowed by the
laws of the State of New York; and (d) agree that any final judgment rendered
against each party in any such action or proceeding shall be conclusive and may
be enforced in any other jurisdiction by suit on the judgment or in any other
manner provided by law. Landlord and Tenant further agree that any action or
proceeding by Tenant against Landlord in respect to any matters arising out of
or in any way relating to this Lease shall be brought only in the State of New
York, County of New York. In furtherance of the foregoing, Landlord and Tenant
hereby agree that its address for notices given by Landlord or by Tenant, as the
case may be, and service of process under this Lease, shall be as set forth in
Section 25.1 hereof (as such address may be changed from time to time as
provided in Section 25.1 hereof).

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      Section 35.9 Landlord hereby represents and warrants to Tenant that (i)
Landlord is duly organized and validly existing in good standing under the laws
of the State of New York, and possesses all licenses and authorizations
necessary to carry on its business, (ii) Landlord has full power and authority
to carry on its business, enter into this Lease and consummate the transaction
contemplated hereby, (iii) the individual executing and delivering this Lease on
Landlord's behalf has been duly authorized to do so, (iv) this Lease has been
duly executed and delivered by Landlord, (v) this Lease constitutes a valid,
legal, binding and enforceable obligation of Landlord (subject to bankruptcy,
insolvency or creditor rights laws generally, and principles of equity
generally), (vi) the execution, delivery and performance of this Lease by
Landlord will not cause or constitute a default under, or conflict with, the
organizational documents of Landlord or any agreement and or otherwise
materially and adversely affect the performance of Landlord's obligations
thereunder, (vii) the execution, delivery and performance of this Lease by
Landlord does not violate any Requirement, (viii) all consents, approvals,
authorizations, orders or filings of or with any court or governmental agency or
body, if any, required on the part of Landlord for the execution, delivery and
performance of this Lease have been obtained or made, (ix) there is no pending
action, suit or proceeding, arbitration or governmental investigation against
Landlord, an adverse outcome of which would materially affect Landlord's
performance of its obligations under this Lease, and (x) to Landlord's knowledge
(without any independent investigation), as of the date hereof, there is no
condition on the Land which violates any Environmental Laws.

      Section 35.10 Tenant hereby represents and warrants to Landlord that (i)
Tenant is duly organized and validly existing in good standing under the laws of
the State of Delaware, and possesses all licenses and authorizations necessary
to carry on its business, (ii) Tenant has full power and authority to carry on
its business, enter into this Lease and consummate the transaction contemplated
hereby, (iii) the individual executing and delivering this Lease on Tenant's
behalf has been duly authorized to do so, (iv) this Lease has been duly executed
and delivered by Tenant, (v) this Lease constitutes a valid, legal, binding and
enforceable obligation of Tenant (subject to bankruptcy, insolvency or creditor
rights laws generally, and principles of equity generally), (vi) the execution,
delivery and performance of this Lease by Tenant will not cause or constitute a
default under, or conflict with, the organizational documents of Tenant or any
agreement and or otherwise materially and adversely affect the performance of
Tenant's obligations thereunder, (vii) the execution, delivery and performance
of this Lease by Tenant will not violate any Requirement, (viii) all consents,
approvals, authorizations, orders or filings of or with any court or
governmental agency or body, if any, required on the part of Tenant for the
execution, delivery and performance of this Lease have been obtained or made,
and (ix) there is no pending action, suit or proceeding, arbitration or
governmental investigation against Tenant, an adverse outcome of which would
materially affect Tenant's performance of its obligations under this Lease.

      Section 35.11 All references in this Lease to the consent or approval of
Landlord or Tenant shall be deemed to mean the written consent or approval of
Landlord or Tenant, as applicable, and no consent or approval of Landlord or
Tenant shall be effective for any purpose unless such consent or approval is set
forth in a written instrument executed by Landlord or Tenant, as applicable.

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      Section 35.12 If any term, covenant, condition or provision of this Lease,
or the application thereof to any person or circumstance, shall ever be held to
be invalid or unenforceable, then in each such event the remainder of this Lease
or the application of such term, covenant, condition or provision to any other
Person or any other circumstance (other than those as to which it shall be
invalid or unenforceable) shall not be thereby affected, and each term,
covenant, condition and provision hereof shall remain valid and enforceable to
the fullest extent permitted by law.

      Section 35.13 Tenant shall have no liability for any consequential damages
suffered either by Landlord or by any other party claiming through Landlord
(except to the extent otherwise provided in Article 20 hereof). Landlord shall
have no liability for any consequential damages suffered either by Tenant or by
any party claiming through Tenant (except to the extent otherwise expressly
provided in Article 22 hereof).

      Section 35.14 Landlord acknowledges that as of the date hereof VRT and
Vornado Realty L.P. constitute Affiliates of Landlord.

      Section 35.15 Subject to the terms of this Section 35.15, Landlord and
Tenant shall each keep confidential the terms of this Lease. Landlord and Tenant
shall each have the right to make disclosures of the terms of this Lease (i) to
the extent required by Requirements, (ii) to the extent reasonably required to
enforce such party's rights hereunder, (iii) to the extent reasonably necessary
in connection with such party's financing, selling, leasing, or otherwise
transferring or capitalizing its assets or its business (or any such transaction
consummated by such party's Affiliate) (including, without limitation,
disclosures that are reasonably necessary to comply with rules of the Securities
and Exchange Commission or any stock exchange), (iv) to the extent reasonably
required in connection with such party's books and records being audited, and
(v) to the extent reasonably required in constructing, operating, maintaining,
repairing or restoring the Premises or the other portions of the Building. If
applicable Requirements require Landlord or Tenant to file a copy of this Lease
in a manner that provides the general public with access thereto, then such
party shall file a copy hereof that is redacted to remove the material economic
terms hereof to the extent reasonably practicable and to the extent permitted by
applicable Requirements. Neither Landlord nor Tenant shall unreasonably
withhold, condition or delay its approval of any disclosure of the terms of this
Lease that is not otherwise authorized by this Section 35.15 and that the other
party proposes to make. Either party shall have the right to submit a dispute
between the parties arising under this Section 35.15 to an Expedited Arbitration
Proceeding. Landlord and Tenant shall cooperate reasonably to issue a joint
press release regarding the execution and delivery of this Lease promptly after
the date hereof.

      Section 35.16 If, and to the extent that, any of the provisions of this
Lease conflict, or are otherwise inconsistent with, any of the exhibits attached
hereto, then, whether or not such conflict or inconsistency is noted in this
Lease, the provisions of this Lease shall prevail, except that (I) if there
exists a conflict or inconsistency between the terms of this Lease and the
provisions of the Work Exhibit, then the provisions of the Work Exhibit shall
control, and (II) if there exists a conflict between the terms of this Lease and
the Financial Disclosure Provisions, then the Financial Disclosure Provisions
shall control.

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                                  ARTICLE 36
                                 OPTION SPACE

      Section 36.1 Subject to the terms of this Section 36, Landlord shall not
lease (or permit to be leased) to any party other than Tenant or Landlord's
Affiliate (a) the Upper Option Space (or a part thereof) at any time, or (b) the
Lower Option Space (or a part thereof) at any time from and after the period
beginning on the fifteenth (15th) anniversary of the Last Commencement Date,
without, in either case, first instituting the procedure described in this
Article 36. As used herein, the term "Upper Option Space" shall mean any space
in the Lexington Avenue Building that is (i) located at or above the
twenty-second (22nd) floor of the Lexington Avenue Building, (ii) comprised of
at least Six Thousand Five Hundred (6,500) contiguous square feet of Rentable
Area, and (iii) being marketed to the general public as space that is to be used
for general office purposes. As used herein, the term "Lower Option Space" shall
mean any space on the second (2nd) floor of the Building; provided, however,
that if such space on the second (2nd) floor of the Building is then being
marketed as retail space as part of a bona fide plan to integrate the space on
the second (2nd) floor of the Building with the retail space on the ground floor
of the Building, then such space on the second (2nd) floor of the Building shall
not constitute Lower Option Space for purposes hereof, unless the portion of the
ground floor of the Building that such plan intends to integrate with such space
on the second (2nd) floor of the Building is comprised of less than One Thousand
Five Hundred (1,500) square feet of Usable Area, in which case such space on the
ground floor of the Building that is comprised of less than One Thousand Five
Hundred (1,500) square feet of Usable Area, and such space on the second (2nd)
floor of the Building, shall together constitute Lower Option Space for purposes
hereof. Tenant acknowledges that if Tenant leases the Lower Option Space (or a
part thereof) or the Upper Option Space (or a part thereof) pursuant to the
terms of this Article 36, then, subject to Section 36.5 hereof, Tenant may only
have access thereto from a contiguous portion of the Premises.

      Section 36.2 Landlord shall institute the procedure described in this
Article 36 by giving notice thereof (the "Option Notice") to Tenant, which
Option Notice shall (i) describe the Upper Option Space (or the applicable
portion thereof) or the Lower Option Space (or the applicable portion thereof)
(the Upper Option Space (or such portion thereof) or the Lower Option Space (or
such portion thereof) described in a particular Option Notice being referred to
herein as the "Applicable Option Space"), (ii) set forth Landlord's calculation
of the number of square feet of Usable Area contained in the Applicable Option
Space, (iii) have annexed thereto a floor plan depicting the Applicable Option
Space, and (iv) set forth the date that Landlord reasonably expects the
Applicable Option Space to be vacant and available for Tenant's occupancy (such
date designated by Landlord being referred to herein as the "Scheduled Option
Space Commencement Date").

      Section 36.3 Tenant shall have the option (the "Option") to lease the
Applicable Option Space for a term (the "Option Term") commencing on the Option
Space Commencement Date and expiring on the Option Space Expiration Date by
giving notice thereof (the "Response Notice") to Landlord not later than the
thirtieth (30th) day after the date that Landlord gives the Option Notice to
Tenant. Time shall be of the essence as to the date by which Tenant must give

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the Response Notice to Landlord to exercise the Option. If Tenant does not give
the Response Notice to Landlord on or prior to the thirtieth (30th) day after
the date that Landlord gives the Option Notice to Tenant, then, subject to
Article 40 hereof, Landlord shall thereafter have the right to lease the
Applicable Option Space (or any part thereof) to any other party on terms
acceptable to Landlord in Landlord's sole discretion without being required to
make any other offer to Tenant regarding the Applicable Option Space under this
Article 36, except that if Landlord does not lease the Applicable Option Space
(or a part thereof) to another party (which is not an Affiliate of Landlord)
within two (2) years after the date that Landlord gives the applicable Option
Notice to Tenant, then Landlord shall not thereafter lease (or permit to be
leased) such Applicable Option Space (or such part thereof) to another party
without first again complying with the procedure set forth in this Article 36.
Tenant shall not have the right to revoke a Response Notice given to Landlord
pursuant to this Article 36. As used herein, the term "Option Space Expiration
Date" shall mean, with respect to any Applicable Option Space, the Expiration
Date, except that if the Scheduled Option Space Commencement Date is less than
ten (10) years prior to the Fixed Expiration Date (or, if Tenant has exercised
the Renewal Option on or prior to the date that Tenant gives the Response Notice
to Landlord, the Scheduled Option Space Commencement Date is less than ten (10)
years prior to the scheduled expiration date of the Renewal Term), then the
Option Space Expiration Date shall mean the date which immediately precedes the
tenth (10th) anniversary of Option Space Commencement Date (or such earlier date
on which the Option Term with respect to the Applicable Option Space expires
pursuant to any of the terms, conditions, or covenants of this Lease or pursuant
to law).

      Section 36.4 Tenant shall not have the right to exercise the Option (and,
accordingly (x) Landlord shall have no obligation to give an Option Notice to
Tenant, and (y) Landlord shall have the right to lease the Applicable Option
Space to any other party without first offering the Applicable Option Space to
Tenant as contemplated by this Article 36) if the Minimum Square Footage
Requirement is not then satisfied. Tenant shall not have the right to exercise
the Option with respect to all or any portion of the Lower Option Space in
connection with such Lower Option Space's being leased (y) to any tenant that
then occupies such Lower Option Space (or a portion thereof) (whether or not
pursuant to an option or right contained in such tenant's lease), or (z) to any
tenant that then occupies any other space on the second (2nd) floor or the
ground floor of the Building (whether or not pursuant to an option or right
contained in such tenant's lease), and, accordingly, (I) Landlord shall have no
obligation to give an Option Notice to Tenant with respect to such Lower Option
Space (or such portion thereof), and (II) subject to Article 40 hereof, Landlord
shall have the right to lease such Lower Option Space (or such portion thereof)
to any such party described in clauses (y) or (z) above without first offering
the Lower Option Space (or the applicable portion thereof) to Tenant as
contemplated by this Article 36. Tenant shall not have the right to exercise the
Option with respect to all or any portion of the Lower Option Space that is
located on the second (2nd) floor of the Lexington Avenue Building if (x) Tenant
has theretofore exercised the Renewal Option for the Partial Renewal Space
(rather than the entire Basic Premises), and (y) no portion of the Partial
Renewal Space is located on the third (3rd) floor of the Lexington Avenue
Building and, accordingly, from and after the date that Tenant exercises the
Renewal Option for such Partial Renewal Space, (I) Landlord shall have no
obligation to give an Option Notice to Tenant with respect to such Lower Option
Space (or such portion thereof), and (II) subject to Article 40 hereof, Landlord
shall have the right to lease such

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Lower Option Space (or such portion thereof) to any other party without first
offering such Lower Option Space (or the applicable portion thereof) to Tenant
as contemplated by this Article 36. Tenant shall not have the right to exercise
the Option with respect to all or any portion of the Upper Option Space in
connection with the Upper Option Space's being leased (W) to the first tenant
after the Building is constructed, (X) to any tenant that then occupies such
Upper Option Space and exercises an option or right to extend such tenant's
lease therefor, (Y) to any tenant that then occupies the Upper Option Space (or
a portion thereof comprised of at least one (1) full floor of the Building)
(whether or not pursuant to an option or right contained in such tenant's
lease), or (Z) to any tenant that then occupies any other portion of the Upper
Option Space comprised of at least one (1) full floor of the Building (whether
or not pursuant to an option or right contained in such tenant's lease), and,
accordingly, (I) Landlord shall have no obligation to give an Option Notice to
Tenant with respect to such Upper Option Space (or such portion thereof), and
(II) Landlord shall have the right to lease such Upper Option Space (or such
portion thereof) to any such party described in clause (W), (X), (Y) or (Z)
above without first offering the Upper Option Space (or the applicable portion
thereof) to Tenant as contemplated by this Article 36. Tenant's exercise of the
Option shall be ineffective if, on the date that Tenant gives the Response
Notice, an Event of Default has occurred and is continuing. If (i) Tenant
exercises the Option, and (ii) at any time prior to the Option Space
Commencement Date, (x) an Event of Default has occurred and is continuing, or
(y) the Minimum Square Footage Requirement is not satisfied, then, at any time
prior to the Option Space Commencement Date, Landlord shall have the right to
declare Tenant's exercise of the Option ineffective by giving notice thereof to
Tenant, in which case Landlord shall have the right to lease the Applicable
Option Space (or any portion thereof) to any other Person on terms acceptable to
Landlord in Landlord's sole discretion.

      Section 36.5 If Tenant exercises the Option in accordance with the
provisions of this Article 36, then, on the Option Space Commencement Date for
the Applicable Option Space, (i) the Applicable Option Space shall be added to
the Premises for purposes of this Lease (except as otherwise provided in this
Section 36.5); (ii) the term of this Lease for the Applicable Option Space shall
extend for the Option Term; (iii) Landlord shall not be obligated to perform any
work or make any installations in the Applicable Option Space or grant Tenant a
work allowance therefor (except to the extent otherwise expressly provided in
this Section 36.5); (iv) in connection with Tenant's exercising Tenant's rights
as set forth in this Article 36 to lease Applicable Option Space that consists
of Upper Option Space, the Fixed Rent for the Applicable Option Space shall be
an amount equal to the Fair Market Rent therefor as determined in accordance
with the provisions of Article 38 hereof, and (iv) in connection with Tenant's
exercising Tenant's rights as set forth in this Article 36 to lease Applicable
Option Space that consists of Lower Option Space, the Fixed Rent for the
Applicable Option Space shall be an amount equal to the greatest of (x) the Fair
Market Rent therefor, determined in accordance with Article 38 hereof, assuming
that such Applicable Option Space is being leased for retail purposes, (y) the
Fair Market Rent therefor, determined in accordance with Article 38 hereof,
assuming that such Applicable Option Space is being leased for office purposes,
and (z) the Blended Comparison Amount that is in effect from time to time. If
Tenant exercises the Option for Applicable Option Space, then Tenant shall have
the right to dispute Landlord's calculation of the Usable Area thereof as set
forth in the Option Notice only by giving notice thereof to

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Landlord on or prior to the thirtieth (30th) day after the date that Tenant
gives the Response Notice to Landlord. If Tenant gives any such notice to
Landlord within such period of thirty (30) days, then either party shall have
the right to submit to an Expedited Arbitration Proceeding a dispute between the
parties regarding the Usable Area of the Applicable Option Space. If Tenant
exercises the Option to lease Applicable Option Space, then Landlord shall use
Landlord's reasonable efforts to reconfigure (or, at Landlord's option, to
permit Tenant to reconfigure) the Building Systems (including, without
limitation, the Premises Elevators) to the extent reasonably necessary so that
the Shared Building Systems and Premises Systems that serve the Premises (other
than the Applicable Option Space) integrate with the Shared Building Systems and
Premises Systems that serve the Applicable Option Space; provided, however, that
Landlord shall not have any obligation to so reconfigure (or to permit Tenant to
reconfigure) Building Systems to the extent that such reconfiguration has a
material and adverse effect on such Building Systems. Tenant shall reimburse
Landlord for any actual out-of-pocket costs that Landlord incurs in so using
reasonable efforts to reconfigure the Building Systems, within thirty (30) days
after Landlord's request therefor (together with reasonable supporting
documentation for such costs). If Tenant exercises the Option to lease the
Applicable Option Space, then (i) Landlord shall cause the Applicable Option
Space to be delivered to Tenant in a condition that complies with all applicable
Requirements (for unoccupied space) and in broom-clean condition, and (ii)
Landlord shall deliver to Tenant (X) a reasonable number of counterparts of Form
ACP-5 for the Applicable Option Space promptly after the date that Tenant gives
to Landlord such documentation and information that Landlord reasonably requires
before providing such counterparts of Form ACP-5, and (Y) other reasonable
evidence to the effect that Tenant's performance of Alterations in the
Applicable Option Space will constitute a "non-asbestos project" (as defined for
purposes of the aforesaid Form ACP-5); provided, however, that Landlord shall
only be required to provide the items described in this clause (ii) to the
extent that Tenant reasonably requires such items under applicable Requirements
for presentation to applicable Governmental Authorities to permit Tenant to
perform Alterations in the Applicable Option Space or to conduct Tenant's
business therein (the items to be provided by Landlord under clause (i) and
clause (ii) above being collectively referred to herein as the "Applicable
Option Space Items"). Nothing contained in this Section 36.5 limits Tenant's
obligation to comply with the provisions of Article 3 hereof in connection with
any Alterations that Tenant intends to perform in the Premises (including,
without limitation, the Applicable Option Space).

      Section 36.6 If, at any time prior to the Scheduled Option Space
Commencement Date, Landlord has a reasonable expectation that Landlord will be
unable to deliver possession of the Applicable Option Space to Tenant on the
Scheduled Option Space Commencement Date because of the holding over or
retention of possession thereof by any tenant, undertenant or other occupant,
then Landlord shall give prompt notice thereof to Tenant (any such notice given
by Landlord to Tenant being referred to herein as an "Option Space Holdover
Notice"). Landlord shall include in the Option Space Holdover Notice Landlord's
good faith estimate of the delay in Landlord's delivery to Tenant of possession
of the Applicable Option Space that Landlord then expects to result from any
such holding over or retention of possession. If (a) Landlord gives an Option
Space Holdover Notice to Tenant, and (b) Landlord thereafter in good faith
determines that Landlord's initial estimate of the extent of such delay is no
longer accurate, then Landlord shall give promptly to Tenant a replacement
Option Space Holdover Notice (which includes

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Landlord's revised estimate of such delay). Subject to the terms of this Section
36.6, if Landlord is unable to deliver possession of the Applicable Option Space
on the Scheduled Option Space Commencement Date because of the holding over or
retention of possession of any tenant, undertenant or occupant in the Applicable
Option Space without the consent of Landlord, then (i) Landlord shall not be
subject to any liability for Landlord's failure to give possession on said date
(except as otherwise provided in this Section 36.6), (ii) the validity of this
Lease shall not be impaired under such circumstances, nor shall the same be
construed to extend the term of this Lease with respect to such Applicable
Option Space or otherwise, (iii) Tenant waives any right to rescind this Lease
under Section 223-a of the New York Real Property Law or any successor statute
of similar nature and purpose then in force, and (provided Landlord fulfills its
obligation under the following clause hereof) further waives the right to
recover any damages which may result from Landlord's failure to deliver
possession of the Applicable Option Space to Tenant on the Scheduled Option
Space Commencement Date and agrees that the provisions of this Section 36.6
shall constitute an "express provision to the contrary" within the meaning of
Section 223-a of the New York Real Property Law, (iv) provided Tenant is not
responsible for such inability to deliver possession, the Fixed Rent and
Escalation Rent payable with respect to the Applicable Option Space shall be
abated and the date that the Applicable Option Space is demised to Tenant
pursuant to this Article 36 shall be postponed until fifteen (15) Business Days
after Landlord gives Tenant notice that the Applicable Option Space is vacant
and available for Tenant's occupancy or will be vacant and available for
occupancy at the end of such period of fifteen (15) Business Days, and (v)
Landlord, at Landlord's expense, shall use its reasonable efforts to deliver
possession of the Applicable Option Space to Tenant and in connection therewith,
if necessary, shall promptly institute and diligently and in good faith
prosecute holdover and any other appropriate proceedings against the occupant of
the Applicable Option Space (the date that the Applicable Option Space is added
to the Premises pursuant to this Article 36 being referred to herein as the
"Option Space Commencement Date"). If Landlord fails to deliver possession of
the Applicable Option Space to Tenant within one hundred twenty (120) days after
the Scheduled Option Space Commencement Date, then Tenant may elect not to lease
the Applicable Option Space by notice to Landlord no later than fifteen (15)
days after the expiration of such one hundred twenty (120) day period (it being
understood that if Tenant makes such election, then subject to Article 40
hereof, Landlord shall have the right to lease the Applicable Option Space to
any third party without Tenant having any rights thereto under this Article 36).
If (i) Tenant has not theretofore exercised Tenant's rights to terminate this
Lease with respect to the Applicable Option Space as contemplated by this
Section 36.6, (ii) Tenant waives Tenant's right to thereafter terminate this
Lease with respect to the Applicable Option Space as contemplated by this
Section 36.6, and (iii) Landlord recovers from any such tenant, undertenant or
occupant of the Applicable Option Space any rental or other amounts for use and
occupancy of the Applicable Option Space, then Landlord shall pay such rental or
other amounts to Tenant to the extent that such rental or other amounts exceed
the sum of (I) the Rental that would have otherwise been due hereunder for the
Applicable Option Space (assuming that the Option Space Commencement Date had
theretofore occurred), and (II) the reasonable out-of-pocket costs that Landlord
actually incurs in pursuing Landlord's rights against such tenant undertenant or
occupant. Either party shall have the right to submit to an Expedited
Arbitration Proceeding any dispute between the parties regarding the amount of
any such payment due from Landlord to Tenant.

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      Section 36.7 If (i) Tenant exercises Tenant's rights as set forth in this
Article 36 with respect to Applicable Option Space, (ii) the Scheduled Option
Space Commencement Date is less than ten (10) years prior to the Fixed
Expiration Date (and Tenant has not exercised the Renewal Option in accordance
with the terms of Article 37 hereof prior to the date that Tenant gives the
Response Notice to Landlord), and (iii) Tenant subsequently exercises the
Renewal Option for the Premises in accordance with the terms of Article 37
hereof, then the Option Term for such Applicable Option Space shall be extended
automatically until the scheduled expiration date of the Renewal Term (the
period from the day immediately following the Option Space Expiration Date, as
initially determined for the Applicable Option Space pursuant to Section 36.3
hereof, to the scheduled expiration date of the Renewal Term, being referred to
herein as the "Extended Option Term"). If the Option Term for Applicable Option
Space that constitutes Upper Option Space is extended for the Extended Option
Term, then the terms governing Tenant's occupancy of such Upper Option Space
during the Option Term shall continue to apply during the Extended Option Term,
except that the Fixed Rent for such Upper Option Space for the Extended Option
Term shall be an amount equal to the product obtained by multiplying (i) the
number of square feet of Rentable Area in such Upper Option Space, by (ii) the
quotient obtained by dividing (I) the annual Fixed Rent due hereunder for the
Basic Premises as of the first (1st) day of the Extended Option Term, and (II)
the number of square feet of Rentable Area in the Basic Premises as of the first
(1st) day of the Extended Option Term (with the understanding, however, that in
no event shall the Fixed Rent for such Upper Option Space during the Extended
Option Term be less than (A) the product obtained by multiplying (X) the number
of square feet of Rentable Area in the Applicable Option Space, by (Y)
Ninety-Seven and 99/100 Dollars ($97.99) for the period from the first (1st) day
of the Renewal Term to the day immediately preceding the twenty-eighth (28th)
anniversary of the Last Commencement Date, (B) the product obtained by
multiplying (X) the number of square feet of Rentable Area in such Upper Option
Space, by (Y) One Hundred Eight and 77/100 Dollars ($108.77) for the period from
the twenty-eighth (28th) anniversary of the Last Commencement Date to the day
immediately preceding the thirty-second (32nd) anniversary of the Last
Commencement Date, and (C) the product obtained by multiplying (X) the number of
square feet of Rentable Area in such Upper Option Space, by (Y) One Hundred
Twenty and 73/100 Dollars ($120.73) for the period from and after the
thirty-second (32nd) anniversary of the Last Commencement Date. If the Option
Term for Applicable Option Space that constitutes Lower Option Space is extended
for the Extended Option Term, then the terms governing Tenant's occupancy of
such Lower Option Space during the Option Term shall continue to apply during
the Extended Option Term, except that (a) the Fixed Rent for such Lower Option
Space for the Extended Option Term shall be increased as of the first (1st) day
of the Extended Option Term by an amount equal to eleven percent (11%) of the
Fixed Rent due hereunder for such Lower Option Space immediately prior to the
Extended Option Term, and (b) the Fixed Rent for the Extended Option Term for
such Lower Option Space shall not at any time be less than the product obtained
by multiplying (I) the number of square feet of Rentable Area comprising such
Lower Option Space, by (II) the quotient obtained by dividing (A) the Fixed Rent
for the Basic Premises at such time, by (B) the number of square feet of
Rentable Area comprising the Basic Premises at such time.

      Section 36.8 (A) If (i) the Option Term for any Applicable Option Space
extends beyond the Fixed Expiration Date, and (ii) Tenant does not exercise the
Renewal Option, then

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Landlord shall have the right to declare that the Option Term for such
Applicable Option Space shall terminate on the Fixed Expiration Date, by giving
notice thereof to Tenant not later than the later to occur of (x) two (2) years
and two (2) months prior to the Fixed Expiration Date, and (y) the tenth (10th)
day after the Option Space Commencement Date. Time shall be of the essence as to
the date by which Landlord has the right to give such notice to Tenant. If
Landlord gives such notice to Tenant, then the Option Space Expiration Date for
such Applicable Option Space shall be deemed to be the Fixed Expiration Date.

                    (B) If (i) Tenant exercises the Renewal Option, and (ii) the
Option Term for any Applicable Option Space extends beyond the last day of the
Renewal Term, then Landlord shall have the right to declare that the Option Term
for such Applicable Option Space shall terminate on the last day of the Renewal
Term, by giving notice thereof to Tenant not later than the later to occur of
(i) one (1) year prior to the last day of the Renewal Term, and (ii) the tenth
(10th) day after the Option Space Commencement Date.

      Section 36.9 If Tenant exercises Tenant's right to lease any of the Upper
Option Space or the Lower Option Space as provided in this Article 36, then
Landlord and Tenant shall execute and deliver an amendment to this Lease, in
reasonable form, promptly after Tenant exercises such rights, setting forth the
terms of Tenant's leasing of the Applicable Option Space (it being understood
that the failure or refusal of Landlord or Tenant to so execute and deliver any
such amendment shall not impair the effectiveness of Tenant's exercise of such
rights).

      Section 36.10 Tenant's exercise of (or failure to exercise) the Option
with respect to any Applicable Option Space shall in no event impair Tenant's
rights to exercise the Option with respect to any other Applicable Option Space
in accordance with the terms of this Article 36.

      Section 36.11 (A) Subject to the terms of this Section 36.11(A), if the
Initial Premises is comprised of less than Five Hundred Twenty Thousand
(520,000) square feet of Usable Area, then Tenant shall have the right to
include in the Tower Premises for all purposes hereof the entire Rentable Area
on the Shortage Floor, by giving notice thereof (the "Shortage Option Notice")
to Landlord on or prior to the thirtieth (30th) day after the date that Landlord
gives Tenant notice that the Initial Premises (other than such space on the
Shortage Floor) is comprised of less than Five Hundred Twenty Thousand (520,000)
square feet of Usable Area. Nothing contained in this Section 36.11 diminishes
Landlord's obligation to perform the Work in accordance with the terms of
Article 22 hereof. Time shall be of the essence as to the date by which Tenant
must give the Shortage Option Notice to Landlord in order to exercise Tenant's
aforesaid right to lease the entire Rentable Area on the Shortage Floor
(Tenant's aforesaid option to lease the entire Rentable Area on the Shortage
Floor being referred to herein as the "Shortage Option"). The date by which
Tenant must give the Shortage Option Notice to Landlord in order to exercise the
Shortage Option shall not occur prior to October 1, 2001. If Tenant exercises
the Shortage Option in accordance with the terms of this Section 36.11(A), then
the Fixed Rent for the Rentable Area on the Shortage Floor shall be determined
as follows:

      (i)   for the 1st Rental Period, the product obtained by multiplying (x)
            the number of square feet of Rentable Area on the Shortage Floor, by
            (y) Forty-Nine and 5,402/10,000 Dollars ($49.5402);

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      (ii)  for the 2nd Rental Period, the product obtained by multiplying (x)
            the number of square feet of Rentable Area on the Shortage Floor, by
            (y) Fifty-Five and 3,031/10,000 Dollars ($55.3031);

      (iii) for the 3rd Rental Period, the product obtained by multiplying (x)
            the number of square feet of Rentable Area on the Shortage Floor, by
            (y) Sixty-One and 7,000/10,000 Dollars ($61.7000);

      (iv)  for the 4th Rental Period, the product obtained by multiplying (x)
            the number of square feet of Rentable Area on the Shortage Floor, by
            (y) Sixty-Eight and 8,005/10,000 Dollars ($68.8005);

      (v)   for the 5th Rental Period, the product obtained by multiplying (x)
            the number of square feet of Rentable Area on the Shortage Floor, by
            (y) Seventy-Six and 6,820/10,000 Dollars ($76.6820);

      (vi)  for the 6th Rental Period, the product obtained by multiplying (x)
            the number of square feet of Rentable Area on the Shortage Floor, by
            (y) Eighty-Five and 4,305/10,000 Dollars ($85.4305); and

      (vii) for the 7th Rental Period, the product obtained by multiplying (x)
            the number of square feet of Rentable Area on the Shortage Floor, by
            (y) Ninety-Five and 1,414/10,000 Dollars ($95.1414).

If Tenant exercises the Shortage Option as provided in this Section 36.11(A),
then Exhibit Definitions-E attached hereto shall be deemed to be modified to
include, for purposes of the entire Rentable Area on the Shortage Floor,
references to (a) the aforesaid rate per square foot of Rentable Area for each
of the 1st Rental Period, the 2nd Rental Period, the 3rd Rental Period, the 4th
Rental Period, the 5th Rental Period, the 6th Rental Period and the 7th Rental
Period, (b) a rate per square foot of Rentable Area of Ninety-Seven and
9,910/10,000 Dollars ($97.9910) for the period from the twenty-fifth (25th)
anniversary of the Last Commencement Date to the day immediately preceding the
twenty-eighth (28th) anniversary of the Last Commencement Date, (c) a rate per
square foot of Rentable Area of One Hundred Eight and 7,700/10,000 Dollars
($108.7700) for the period from the twenty-eighth (28th) anniversary of the Last
Commencement Date to the day immediately preceding the thirty-second (32nd)
anniversary of the Last Commencement Date, and (d) a rate per square foot of
Rentable Area of One Hundred Twenty and 7,347/10,000 Dollars ($120.7347) for the
period from the thirty-second (32nd) anniversary of the Last Commencement Date
to the day immediately preceding the thirty-fifth (35th) anniversary of the Last
Commencement Date. As used herein, the term "Shortage Floor" shall mean the
twenty-second (22nd) floor of the Lexington Avenue Building; provided, however,
that if Tenant exercises the Early Option prior to the date that Tenant has the
right to exercise the Shortage Option, then the Shortage Floor shall be the
entire Rentable Area on the floor of the Lexington Avenue Building that is
immediately above the highest floor in the Lexington Avenue Building with
respect to which Tenant exercises the Early Option. If Tenant exercises the
Shortage Option for the Shortage Floor, then the entire Rentable Area on the
Shortage Floor shall constitute a Deliverable Unit for purposes hereof.

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                    (B) Subject to the terms of this Section 36.11(B), Tenant
shall have the right to include in the Tower Premises either (x) the entire
Rentable Area on the twenty-second (22nd) floor of the Lexington Avenue
Building, (y) the entire Rentable Area on the twenty-second (22nd) floor of the
Lexington Avenue Building and on the twenty-third (23rd) floor of the Lexington
Avenue Building, or (z) the entire Rentable Area on the twenty-second (22nd)
floor of the Lexington Avenue Building, the twenty-third (23rd) floor of the
Lexington Avenue Building, and the twenty-fourth (24th) floor of the Lexington
Avenue Building, by giving notice thereof (the "Early Option Notice") to
Landlord on or prior to June 30, 2002 (Tenant's aforesaid option to lease such
space in the Lexington Avenue Building as provided in this Section 36.11(B)
being referred to herein as the "Early Option"). An Early Option Notice shall
not be effective to exercise the Early Option unless Tenant identifies therein
the space with respect to which Tenant exercises the Early Option as provided in
this Section 36.11(B). Time shall be of the essence as to the aforesaid date by
which Tenant must give the Early Option Notice to Landlord in order to exercise
the Early Option. If Tenant exercises the Shortage Option prior to the date that
Tenant exercises the Early Option, then the aforesaid space with respect to
which Tenant has the right to exercise the Early Option shall be either (x) the
entire Rentable Area on the twenty-third (23rd) floor of the Lexington Avenue
Building, (y) the entire Rentable Area on the twenty-third (23rd) floor of the
Lexington Avenue Building and on the twenty-fourth (24th) floor of the Lexington
Avenue Building, or (z) the entire Rentable Area on the twenty-third (23rd)
floor of the Lexington Avenue Building, on the twenty-fourth (24th) floor of the
Lexington Avenue Building, and on the twenty-fifth (25th) floor of the Lexington
Avenue Building. The Fixed Rent for the space in the Lexington Avenue Building
with respect to which Tenant exercises the Early Option as provided in this
Section 36.11(B) shall be determined as if such space constituted Second Price
Space. The space with respect to which Tenant exercises the Early Option as
provided in this Section 36.11(B) shall be treated as Second Price Space for
purposes of Exhibit Definitions-E attached hereto. The entire Rentable Area on
each floor of the Lexington Avenue Building with respect to which Tenant
exercises the Early Option under this Section 36.11(B) shall each constitute a
Deliverable Unit for purposes hereof.

                    (C) If Tenant exercises the Early Option or the Shortage
Option as contemplated by this Section 36.11, then (I) Landlord shall cause at
least two (2) of the High Rise Office Elevators to be available for Tenant's use
as contemplated by Section 27.1 hereof and in conformity with the Work Exhibit
to gain access to the Shortage Floor or the portion of the Tower Premises with
respect to which Tenant exercises the Early Option, as the case may be, not
later than the Commencement Date for the applicable Deliverable Unit, and (II)
Landlord shall cause the remainder of the High Rise Office Elevators to be
available for Tenant's use as contemplated by Section 27.1 hereof on or prior to
earlier to occur of (a) the Rent Commencement Date for the applicable
Deliverable Unit, and (b) the date that Tenant occupies the applicable
Deliverable Unit for the conduct of business (except that the date described in
this clause (b) shall not occur earlier than the one hundred eightieth (180th)
day after the Commencement Date for the applicable Deliverable Unit). Tenant
acknowledges that Tenant's right to use the High Rise Office Elevators shall be
in common with other occupants of the portion of the Building served thereby
(the portion of the Building at and above the twenty-second (22nd) floor of the
Building that is served by the High Rise Office Elevators is referred to herein
as the "High Rise Portion"); provided, however, that if another tenant of the
High Rise

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Portion occupies the entire rentable area on at least five (5) floors thereof,
then Landlord shall have the right to dedicate exclusively to such other tenant
no more than two (2) of the High Rise Office Elevators. Tenant shall have the
right to use the Building Lobby in common with other occupants of the High Rise
Portion to gain access to the High Rise Office Elevators (with the understanding
that Landlord shall have the right to restrict Tenant's access to the Building
Lobby and the High Rise Office Elevators to the extent reasonably required in
providing such other occupant of at least five (5) floors of the High Rise
Portion with exclusive use of no more than two (2) of the High Rise Office
Elevators). If Tenant has the right to so use the Building Lobby as contemplated
by this Section 36.11(C), then Landlord shall maintain the Building Lobby in
accordance with the Building Standard.

                                  ARTICLE 37
                                 RENEWAL TERM

      Section 37.1 (A) Subject to the terms of this Article 37, Tenant shall
have the option (the "Renewal Option") to extend the term of this Lease for the
Renewal Premises for one (1) additional period of ten (10) years (the "Renewal
Term"), which Renewal Term shall commence on the day immediately succeeding the
Fixed Expiration Date and end on the day immediately preceding the tenth (10th)
anniversary of the Fixed Expiration Date, provided that (a) this Lease has not
been previously terminated, (b) no Event of Default has occurred and is
continuing on the date that Tenant gives Landlord notice (the "Renewal Notice")
of Tenant's election to exercise the Renewal Option, and (c) the Minimum Square
Footage Requirement is satisfied on the date that Tenant gives the Renewal
Notice to Landlord. The Renewal Option shall be exercisable only by Tenant
delivering the Renewal Notice to Landlord not less than two (2) years and one
(1) month prior to the Fixed Expiration Date (as to which date time shall be of
the essence). Landlord shall have the right to declare Tenant's exercise of the
Renewal Option ineffective if (a) an Event of Default has occurred and is
continuing as of the Fixed Expiration Date, or (b) the Minimum Square Footage
Requirement is not satisfied as of the Fixed Expiration Date, in either case by
giving notice thereof to Tenant during the period commencing on the Fixed
Expiration Date and ending on the date that is fifteen (15) days after the Fixed
Expiration Date (it being understood that (x) if Landlord so declares Tenant's
exercise of the Renewal Option ineffective, then the Term shall terminate on the
fifteenth (15th) day after the date that Landlord gives Tenant notice of such
declaration (with the understanding that Tenant shall pay the Rental due
hereunder in respect of the Renewal Term to the extent accruing during the
period commencing on the first day of the Renewal Term and ending on the date
that the Term so terminates), and (y) nothing contained in this Section 37.1(A)
limits Landlord's other rights or remedies after the occurrence of an Event of
Default).

                    (B) Subject to the terms of Section 37.1(C) hereof, Tenant
shall have the right to renew the term hereof for the Renewal Term with respect
to either (x) the entire Basic Premises demised hereby on the Fixed Expiration
Date, (y) (I) the entire portion of the Lower Level Space that is located on
Lower Level 2 of the Building, (II) the entire portion of the Basic Premises
that is then located on the third (3rd) floor of the Lexington Avenue Building
(if any), and (III) additional portions of the Basic Premises above the third
(3rd) floor of the Lexington Avenue Building that (X) constitute all of the
Rentable Area on particular floors of the Building,

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and (Y) are vertically contiguous to portions of the Basic Premises for which
Tenant exercises the Renewal Option, so that the portion of the Premises with
respect to which Tenant exercises the Renewal Option comprises at least Three
Hundred Fifty Thousand (350,000) square feet of Rentable Area, or (z) (I) the
entire portion of the Lower Level Space that is located on Lower Level 2 of the
Building, (II) the entire portion of the Basic Premises that is then located on
the Highest Basic Floor, and (III) additional portions of the Basic Premises
below the Highest Basic Floor that (X) constitute all of the Rentable Area on
particular floors of the Building, and (Y) are vertically contiguous to portions
of the Basic Premises for which Tenant exercises the Renewal Option, so that the
portion of the Basic Premises with respect to which Tenant exercises the Renewal
Option comprises at least Three Hundred Fifty Thousand (350,000) square feet of
Rentable Area; provided, however, that (A) for purposes of clause (y) and clause
(z) above, two (2) floors of the Building shall be deemed to be vertically
contiguous notwithstanding that there is located between such two (2) floors a
mechanical floor or a floor on which there is no portion of the Premises, (B)
Tenant shall not have the right to exercise the Renewal Option for the portion
of the Premises on the sixth (6th) floor of the Building unless Tenant also
exercises the Renewal Option for the portion of the Premises on the seventh
(7th) floor of the Building, and (C) Tenant shall not have the right to exercise
the Renewal Option for the portion of the Premises on the seventh (7th) floor of
the Building unless Tenant also exercises the Renewal Option for the portion of
the Premises on the sixth (6th) floor of the Building (the portion of the
Premises described in clause (y) above and clause (z) above being referred to
herein as the "Partial Renewal Space"; the Basic Premises, or the Partial
Renewal Space, with respect to which Tenant exercises the Renewal Option being
referred to herein as the "Renewal Premises"; the portion of the Basic Premises
that does not constitute the Partial Renewal Space is referred to herein as the
"Removed Space"). If (x) Tenant gives the Renewal Notice to Landlord, and (y)
Tenant fails to indicate therein that Tenant is exercising the Renewal Option
for only the Partial Renewal Space, then Tenant shall be deemed to have
designated that the Renewal Premises constitutes the entire Basic Premises
demised hereby as of the Fixed Expiration Date. If Tenant exercises the Renewal
Option for only the Partial Renewal Space as contemplated by this Section 37.1,
then (x) on the Fixed Expiration Date, Tenant shall surrender to Landlord
possession of the Removed Space in accordance with the provisions of this Lease
that govern Tenant's obligations in respect of the delivery of possession of the
Premises to Landlord upon the expiration or earlier termination of the Term, and
(y) on or prior to the Fixed Expiration Date, Tenant, at Tenant's sole cost and
expense and otherwise in accordance with the terms of Article 3 hereof, shall
demise the Removed Space separately from the Partial Renewal Space.

                    (C) If Landlord exercises Landlord's right to consummate a
Sublease Recapture or a Subleasehold Assignment Recapture prior to Tenant's
exercise of the Renewal Option, then Landlord shall have the right to declare
that the applicable Recapture Space or the applicable Subleasehold Assignment
Space shall constitute part of the Basic Premises during the Renewal Term by
giving notice thereof to Tenant not later than two (2) years and two (2) months
before the Fixed Expiration Date. If (w) Landlord so declares that the Recapture
Space or the Subleasehold Assignment Space shall constitute part of the Basic
Premises, (x) Tenant exercises the Renewal Option, (y) the Recapture Space or
the Subleasehold Assignment Space is part of the Renewal Premises, and (z)
Landlord (or Landlord's tenant) made material alterations in the Recapture Space
or the Subleasehold Assignment Space, then Landlord, on or prior to the

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thirtieth (30th) day of the Renewal Term, shall demolish, at Landlord's sole
cost and expense, the interior installation in the Recapture Space or the
Subleasehold Assignment Space in accordance with good construction practice and
remove the debris so that such Recapture Space or Subleasehold Assignment Space
is broom-clean.

                    (D) (1) Subject to the terms of this Section 37.1(D), if (i)
the Option Space Expiration Date for any Applicable Option Space is the Fixed
Expiration Date (any such Applicable Option Space being referred to herein as
"Initial Term Option Space"), and (ii) Tenant exercises the Renewal Option, then
Tenant shall also be deemed to have renewed the Option Term for the Renewal Term
for such Initial Term Option Space.

                          (2)   If (A) Tenant gives the Renewal Notice to
Landlord, and (B) no portion of the Renewal Premises is located on the third
(3rd) floor of the Lexington Avenue Building, then Landlord shall have the right
to declare that the Option Term for the Initial Term Option Space that is
located on the second (2nd) floor of the Lexington Avenue Building shall not be
so extended for the Renewal Term by giving notice thereof to Tenant on or prior
to the forty-fifth (45th) day after the date that Tenant gives the Renewal
Notice to Landlord. If (a) Tenant gives the Renewal Notice to Landlord, and (b)
Landlord gives the aforesaid notice to Tenant to declare that the Option Term
for the Initial Term Option Space that is located on the second (2nd) floor the
Lexington Avenue Building shall not be so extended for the Renewal Term, then
Tenant shall have the right to either (x) declare the Renewal Notice ineffective
(in which case Tenant shall not be deemed to have exercised the Renewal Option
for purposes hereof), or (y) modify the Renewal Notice to cover the entire Basic
Premises (if Tenant theretofore exercised the Renewal Option only for the
Partial Renewal Space), by giving notice thereof to Landlord on or prior to the
tenth (10th) Business Day after the date that Landlord gives such notice to
Tenant (it being understood that (I) if Tenant does not elect to proceed under
clause (x) or clause (y) above, then the Renewal Premises shall not include the
Initial Term Option Space on the second (2nd) floor of the Building, and (II) if
(X) Tenant so modifies the Renewal Notice, and (Y) Landlord has the right to
again exercise Landlord's rights under this Section 37.1(D) after taking into
account such modified Renewal Notice, then Landlord shall have the right to
exercise such rights under this Section 37.1(D) only by giving notice thereof to
Tenant within twenty (20) days after the date that Tenant gives such modified
Renewal Notice to Landlord).

                          (3)   If (A) Tenant gives the Renewal Notice to
Landlord, (B) the Renewal Premises is comprised of only the Partial Renewal
Space, and (C) the Initial Term Option Space that is Upper Option Space is not
vertically contiguous to the Renewal Premises (or is not vertically contiguous
to other Initial Term Option Space that is vertically contiguous to the Renewal
Premises), then Landlord shall have the right to declare that the Option Term
for the Initial Term Option Space that is not so vertically contiguous to any
such portion of the Partial Renewal Space shall not be extended for the Renewal
Term by giving notice thereof to Tenant on or prior to the forty-fifth (45th)
day after the date that Tenant gives the Renewal Notice to Landlord. If (a)
Tenant gives the Renewal Notice to Landlord, and (b) Landlord gives the
aforesaid notice to Tenant to declare that the Option Term for such Initial Term
Option Space that is not so vertically contiguous to any such portion of the
Partial Renewal Space shall not be

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so extended for the Renewal Term, then Tenant shall have the right to either (x)
declare the Renewal Notice ineffective (in which case Tenant shall not be deemed
to have exercised the Renewal Option for purposes hereof), or (y) modify the
Renewal Notice to cover the entire Basic Premises, by giving notice thereof to
Landlord on or prior to the tenth (10th) Business Day after the date that
Landlord gives such notice to Tenant (it being understood that if Tenant does
not elect to proceed under clause (x) or clause (y) above, then the Renewal
Premises shall not include such Initial Term Option Space that is Upper Option
Space and that is not vertically contiguous, as aforesaid).

                    (E) If Tenant gives the Renewal Notice to Landlord in
accordance with the terms hereof, then Tenant shall have the right to rescind
Tenant's exercise of the Renewal Option pursuant thereto by giving notice
thereof (a "Rescission Notice") to Landlord on or prior to the Rescission Date
(as to which date time shall be of the essence). If Tenant gives a Rescission
Notice to Landlord, then Tenant shall not have any further right to exercise the
Renewal Option pursuant to the terms of this Article 37.

      Section 37.2 If Tenant exercises the Renewal Option (and does not rescind
Tenant's exercise of the Renewal Option in accordance with the provisions of
Section 37.1 hereof), then the leasing of the Renewal Premises (and any Initial
Term Option Space) during the Renewal Term shall be upon the same terms,
covenants and conditions as those contained in this Lease, except that (i) the
Fixed Rent for the Renewal Premises (and any Initial Term Option Space) during
the Renewal Term shall be the Rental Value as determined pursuant to the
provisions of Article 38 hereof, (ii) Landlord shall have no obligation to
perform any work in connection with Tenant's extension of the Term for the
Renewal Term, (iii) the provisions of Section 3.5 hereof shall not be applicable
during the Renewal Term, it being agreed that Landlord shall have no obligation
to grant to Tenant any work allowance, or to perform any work in the Renewal
Premises (or any Initial Term Option Space), in connection with Tenant's
exercise of the Renewal Option, and (iv) the provisions of Section 37.1 shall
not be applicable to permit Tenant to further extend the Term (or the Option
Term).

                                  ARTICLE 38
                                 RENTAL VALUE

      Section 38.1 (A) As used herein, the term "Rental Value" shall mean an
amount equal to the Fair Market Rent of the Renewal Premises and any Initial
Term Option Space on the Fixed Expiration Date; provided, however, that at no
time shall the Rental Value (or the Fixed Rent payable hereunder during the
Renewal Term) be less than the Base Rental Amount.

                    (B) As used herein, the term "Fair Market Rent", with
respect to any Applicable Area, shall mean the annual fair market rental value
of such Applicable Area.

                    (C) As used herein, the term "Applicable Area" shall mean
(i) the Renewal Premises and any Initial Term Option Space, in connection with
the determination of Rental Value for the Renewal Term as contemplated by
Article 37 hereof, (ii) the Applicable Option Space, in connection with the
determination of the Fair Market Rent therefor for purposes

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of Article 36 hereof, and (iii) the Additional Antennae Site, in connection with
the determination of the Fair Market Rent therefor for purposes of Article 42
hereof.

                    (D) As used herein, the term "Applicable Date" shall mean
(i) the Fixed Expiration Date, in connection with the determination of the
Rental Value of the Renewal Premises and any Initial Term Option Space for the
Renewal Term, (ii) the Scheduled Option Space Commencement Date, in connection
with the determination of the Fair Market Rent for the Applicable Option Space,
and (iii) the date that Landlord gives Tenant use of the Additional Antennae
Site as contemplated by Article 42 hereof, in connection with the determination
of the Fair Market Rent for the Additional Antennae Site.

                    (E) As used herein, the term "Base Rental Amount" shall
mean:

                          (1)   in connection with the determination of the
Rental Value of the Renewal Premises that constitutes First Price Space for the
Renewal Term, the product obtained by multiplying (x) the number of square feet
of Rentable Area in such portion of the Renewal Premises, by (y) (a) Ninety-Four
and 3,387/10,000 Dollars ($94.3387) for the period from the first day of the
Renewal Term to the day immediately preceding the twenty-eighth (28th)
anniversary of the Last Commencement Date, (b) One Hundred Four and 7,159/10,000
Dollars ($104.7159) for the period from the twenty-eighth (28th) anniversary of
the Last Commencement Date to the day immediately preceding the thirty-second
(32nd) anniversary of the Last Commencement Date, and (c) One Hundred Sixteen
and 2,347/10,000 Dollars ($116.2347) for the period from the thirty-second
(32nd) anniversary of the Last Commencement Date to the last day of the Renewal
Term;

                          (2)   in connection with the determination of the
Rental Value of any portion of the Renewal Premises that constitutes Second
Price Space for the Renewal Term (including, without limitation, any portion of
the Premises that Tenant leased from Landlord by virtue of Tenant's exercise of
the Early Option in accordance with the terms hereof), the product obtained by
multiplying (x) the number of square feet of Rentable Area in such portion of
the Renewal Premises, by (y) (a) One Hundred One and 8,203/10,000 Dollars
($101.8203) for the period from the first day of the Renewal Term to the day
immediately preceding the twenty-eighth (28th) anniversary of the Last
Commencement Date, (b) One Hundred Thirteen and 205/10,000 Dollars ($113.0205)
for the period from the twenty-eighth (28th) anniversary of the Last
Commencement Date to the day immediately preceding the thirty-second (32nd)
anniversary of the Last Commencement Date, and (c) One Hundred Twenty-Five and
4,528/10,000 Dollars ($125.4528) for the period from the thirty-second (32nd)
anniversary of the Last Commencement Date to the last day of the Renewal Term;

                          (3)   in connection with the determination of the
Rental Value of any portion of the Renewal Premises that constitutes Third Price
Space for the Renewal Term, the product obtained by multiplying (x) the number
of square feet of Rentable Area in such portion of the Renewal Premises, by (y)
(a) One Hundred and 2,041/10,000 Dollars ($100.2041) for the period from the
first day of the Renewal Term to the day immediately preceding the twenty-eighth
(28th) anniversary of the Last Commencement Date, (b) One Hundred Eleven and
2,265/10,000 Dollars ($111.2265) for the period from the twenty-eighth (28th)
anniversary of the

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Last Commencement Date to the day immediately preceding the thirty-second (32nd)
anniversary of the Last Commencement Date, and (c) One Hundred Twenty-Three and
4,615/10,000 Dollars ($123.4615) for the period from the thirty-second (32nd)
anniversary of the Last Commencement Date to the last day of the Renewal Term;
and

                          (4)   in connection with the determination of the
Rental Value of (x) any Initial Term Option Space, or (y) any portion of the
Renewal Premises that constitutes space that Tenant leased from Landlord by
virtue of Tenant's exercise of the Shortage Option in accordance with the terms
hereof, in either case for the Renewal Term, the Fixed Rent payable hereunder
for such Initial Term Option Space or such space that Tenant leased from
Landlord by virtue of Tenant's exercise of the Shortage Option, in either case
on the Fixed Expiration Date, except that the Base Rental Amount for (A) any
portion of the Lower Option Space, and (B) any such space that Tenant leased
from Landlord by virtue of Tenant's exercise of the Shortage Option, shall not
be less than (i) the product obtained by multiplying (I) the number of square
feet of Rentable Area in such Initial Term Option Space or such other space, by
(II) Ninety-Seven and 9,910/10,000 Dollars ($97.9910), for the period ending on
the day immediately preceding the twenty-eighth (28th) anniversary of the Last
Commencement Date, (ii) the product obtained by multiplying (I) the number of
square feet of Rentable Area in such Initial Term Option Space or such other
space, by (II) One Hundred Eight and 7,700/10,000 Dollars ($108.7700), for the
period from the twenty-eighth (28th) anniversary of the Last Commencement Date
to the day immediately preceding the thirty-second (32nd) anniversary of the
Last Commencement Date, and (iii) the product obtained by multiplying (I) the
number of square feet of Rentable Area in such Initial Term Option Space or such
other space, by (II) One Hundred Twenty and 7,347/10,000 Dollars ($120.7347),
for the period from the thirty-second (32nd) anniversary of the Last
Commencement Date to the last day of the Renewal Term.

      Section 38.2 The Fair Market Rent shall be determined assuming that the
Applicable Area is free and clear of all leases and tenancies (including this
Lease), that the Applicable Area is available for general office purposes in the
then rental market, that Landlord has had a reasonable time to locate a tenant
who rents with the knowledge of the uses to which the Applicable Area can be
adapted, and that neither Landlord nor the prospective tenant is under any
compulsion to rent, and taking into account all relevant factors; provided,
however, that (u) for purposes of determining the Fair Market Rent of the Lower
Level Space on Lower Level 2 of the Building for the Renewal Term, the parties
shall consider such Lower Level Space to be rentable as office space (at the
same rates as the other office space comprising the Renewal Premises), (v) for
purposes of determining the Fair Market Rent for the Applicable Option Space,
the parties shall take into account that Landlord is providing to Tenant the
Applicable Option Space Items in respect thereof, (w) for purposes of
determining the Fair Market Rent for Applicable Option Space that constitutes
Lower Option Space for purposes of Section 36.5(x) hereof, the parties shall
assume that such Applicable Option Space is available for general retail
purposes in the then rental market, (x) for purposes of determining Fair Market
Rent, the parties shall assume that the usable area of the Applicable Area is
the Usable Area thereof as determined in accordance herewith, (y) for purposes
of determining the Fair Market Rent for the Additional Antennae Site, the
parties shall take into account (in addition to all other relevant factors) the
particular nature of the Antennae that Tenant intends to install thereon, and

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(z) for purposes of determining the Fair Market Rent of the Renewal Premises and
the Initial Term Option Space for the Renewal Term, the parties shall take into
account that Landlord, in constructing the Building initially, reduced the
Usable Area of Lower Level 1 of the Building, the ground floor of the Building,
and the second (2nd) floor of the Building by the Incremental Areas on such
levels of the Building, and that Tenant, during the Renewal Term, will continue
to have the benefit thereof, and, accordingly, Tenant, during the Renewal Term,
should be required to pay fixed rental calculated at retail rates for such
Usable Area (Landlord and Tenant acknowledging, however, that the fixed rental
that Tenant pays for such Incremental Areas during the Renewal Term shall be
determined assuming that Tenant is not required to pay Taxes that are
attributable to such Incremental Area for the Renewal Term).

      Section 38.3 For purposes of determining the Fair Market Rent, the
following procedure shall apply:

                    (A) Landlord and Tenant shall each contemporaneously deliver
to the other, at Landlord's office, a notice (each, a "Rent Notice"), on a date
mutually agreed upon, but in no event later than (x) two (2) years before the
Fixed Expiration Date, with respect to the Rent Notice for the determination of
the Fair Market Rent for the Renewal Premises (and any Initial Term Option
Space) for the Renewal Term, (y) the later to occur of (I) three (3) months
before the Scheduled Option Space Commencement Date, and (II) the thirtieth
(30th) day after the date that Tenant gives the applicable Response Notice to
Landlord, with respect to the Rent Notice for the determination of the Fair
Market Rent for the Applicable Option Space, and (z) the tenth (10th) Business
Day after Landlord grants Tenant's request to use the Additional Antennae Site
in accordance with Article 42 hereof, with respect to the Rent Notice for the
determination of the Fair Market Rent for the Additional Antennae Site, as the
case may be, which Rent Notice shall set forth each of their respective
determinations of the Fair Market Rent (Landlord's determination of the Fair
Market Rent is referred to as "Landlord's Determination" and Tenant's
determination of the Fair Market Rent is referred to as "Tenant's
Determination").

                    (B) If Landlord's Determination and Tenant's Determination
are not equal and Tenant's Determination is lower than Landlord's Determination,
then Landlord and Tenant shall attempt to agree upon the Fair Market Rent. If
Tenant's Determination is higher than Landlord's Determination, then the Fair
Market Rent shall be equal to Landlord's Determination. If Landlord and Tenant
mutually agree upon the determination (the "Mutual Determination") of the Fair
Market Rent, then their determination shall be final and binding upon the
parties. If Landlord and Tenant are unable to reach a Mutual Determination
within thirty (30) days after delivery of both the Landlord's Determination and
the Tenant's Determination to each party (the thirtieth (30th) day after the
date that Landlord and Tenant give their respective determinations to each other
being referred to herein as the "Rescission Date"), then Landlord and Tenant
shall jointly select an independent real estate appraiser (the "Appraiser"),
whose fee shall be borne equally by Landlord and Tenant. The Appraiser shall not
be a Person who, during the immediately preceding period of three (3) years, was
employed by Landlord or Tenant or any of their respective Affiliates. If
Landlord and Tenant are unable to jointly agree on the designation of the
Appraiser within ten (10) days after they are requested to do so by either
party, then the parties agree to allow the AAA to designate the Appraiser using
an Expedited

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Arbitration Proceeding. The procedure described in this Section 38.3 that the
parties institute to determine the Fair Market Rent for the Premises (and any
Initial Term Option Space) for the Renewal Term shall terminate if Tenant gives
a Rescission Notice to Landlord in accordance with the terms hereof.

                    (C) The Appraiser shall conduct such hearings and
investigations as he or she deems appropriate and shall, within thirty (30) days
after the date of designation of the Appraiser, choose either Landlord's
Determination or Tenant's Determination as the better estimate of Fair Market
Rent, and such choice by the Appraiser shall be conclusive and binding upon
Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if
any, in connection with any arbitration under this Article. The Appraiser
appointed pursuant to this Article shall be an independent real estate appraiser
with at least ten (10) years of experience in leasing of properties which are
similar in character to the Building, and a member of the American Institute of
Appraisers of the National Association of Real Estate Boards and a member of the
Society of Real Estate Appraisers. The Appraiser shall not have the power to add
to, modify or change any of the provisions of this Lease.

                    (D) It is expressly understood that any determination of the
Fair Market Rent pursuant to this Article shall be based on the criteria stated
in Section 38.2 hereof.

                    (E) After a determination has been made of the Fair Market
Rent, the parties shall execute and deliver to each other an instrument setting
forth the Fixed Rent for the Renewal Term, the Fixed Rent for the Applicable
Option Space, or the License Fee for the Additional Antennae Site, as the case
may be.

                    (F) If the final determination of the Fair Market Rent is
not made on or before the Applicable Date in accordance with the provisions of
this Article, then, pending such final determination, the Fair Market Rent shall
be deemed to be an amount equal to the average of Landlord's Determination and
Tenant's Determination. If, based upon the final determination hereunder of the
Fair Market Rent, the payments made by Tenant on account of the Fixed Rent for
the period prior to the final determination of the Fair Market Rent were less
than the Fixed Rent payable for such period, then Tenant, not later than the
tenth (10th) day after Landlord's demand therefor, shall pay to Landlord the
amount of such deficiency, together with interest thereon at the Base Rate. If,
based upon the final determination of the Fair Market Rent, the payments made by
Tenant on account of the Fixed Rent for the period prior to the final
determination of the Fair Market Rent were more than the Fixed Rent due
hereunder for such period, then Landlord, not later than the tenth (10th) day
after Tenant's demand therefor, shall pay such excess to Tenant, together with
interest thereon at the Base Rate.

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                                  ARTICLE 39
                                TENANT'S SIGNS

      Section 39.1 (A) Subject to the terms of this Section 39.1, Tenant shall
have the right to erect and maintain signs identifying Tenant as an occupant of
the Building (and for no other purpose) at the locations described in, and in
accordance with the specifications described in, Exhibit 39.1 attached hereto
and made a part hereof (any such signs erected by Tenant being collectively
referred to herein as "Tenant's Signs"). Tenant's installation of Tenant's Signs
shall be performed in accordance with the provisions set forth in Article 3
hereof. Subject to the terms of this Section 39.1, Tenant shall not be permitted
to erect or maintain Tenant's Signs if Tenant does not satisfy the Minimum
Square Footage Requirement. Tenant, at Tenant's sole cost and expense, shall
operate, maintain and repair any Tenant's Signs that Tenant erects pursuant to
this Section 39.1 in accordance with the Building Standard and in compliance
with all applicable Requirements. Tenant, at Tenant's sole cost and expense,
shall remove Tenant's Signs promptly upon the earlier to occur of (x) the
Expiration Date, and (y) the date that Tenant has no further right to erect or
maintain Tenant's Signs pursuant to this Section 39.1, and shall repair any
damage caused by the installation of Tenant's Signs or such removal. If Tenant
does not satisfy the Minimum Square Footage Requirement, then (I) Landlord shall
permit Tenant to erect and maintain such signs that are reasonably necessary to
identify Tenant as the occupant of the Premises in accordance with the Building
Standard (it being understood that (x) the size and dimensions of such signs
shall be subject to Landlord's reasonable approval, and in no event larger than
Tenant's Signs contemplated by Exhibit 39.1 attached hereto, (y) such signs may
provide less exposure for such Tenant than Tenant's Signs that the parties
contemplated initially as set forth in Exhibit 39.1 attached hereto, and (z)
such signs may be installed in locations that differ from the locations
contemplated by Exhibit 39.1 attached hereto), and (II) Tenant shall operate,
maintain and repair such signs in accordance with the terms of this Article 39.

                    (B) Landlord shall not unreasonably withhold, condition or
delay Landlord's approval of Tenant's design for Tenant's Signs, provided that
such design complies with the specifications set forth in Exhibit 39.1 attached
hereto, and is otherwise consistent with the following principles:

                          (1)   Tenant's Signs and the other signs installed on
                                or about the Building shall be architecturally
                                compatible with each other and with the design
                                of the Building.

                          (2)   Tenant's Signs shall be compatible with the
                                overall signage program for the Building.

                          (3)   Tenant's Signs shall be consistent with the
                                concept that Building frontage on Third Avenue
                                and Lexington Avenue have excitement and
                                activity, and the concept that the Building
                                frontage on the Lexington Place Courtyard will
                                be residential in feel.

Landlord shall consult with Tenant in good faith from time to time during
Tenant's development of the design for Tenant's Signs. Landlord shall also
consult with Tenant in good faith from time to time during Landlord's
development of the design of the overall signage program for the Building (to
the extent that such overall signage program affects Tenant's Signs). Landlord

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acknowledges that Tenant's illumination of Tenant's Signs in a manner that
enables Tenant's Signs to be visible at night shall not constitute, in and of
itself, a basis for Landlord's rejecting Tenant's Signs, provided that such
Tenant's Signs otherwise conform with the provisions of this Section 39.1(B).
Landlord shall develop Landlord's signage program for the entire Building with
due regard for the signage interests of each component of the Building.

            (C) (1) Subject to the terms of this Section 39.1(C), Landlord shall
not lease or license (or permit to be leased or licensed) to any party other
than Tenant or Landlord's Affiliate any space on the exterior of the Lexington
Avenue Building that (i) constitutes the exterior of the eleventh (11th) or
twelfth (12th) floors thereof, or (ii) is located above the highest floor of the
Lexington Avenue Building that is designed for commercial or residential
occupancy, in either case for the installation of a sign or other means of
advertising or promotion at any time during the Term without first instituting
the procedure described in this Section 39.1(C). Nothing contained in this
Section 39.1(C) limits the provisions of Section 40.4 hereof.

                          (2)   Landlord shall institute the procedure
described in this Section 39.1(C) by giving notice thereof (the "Signage Option
Notice") to Tenant, which Signage Option Notice shall describe (i) the
applicable portion of the Lexington Avenue Building that Landlord so proposes to
lease or license (or permit to be leased or licensed) (the "Applicable Signage
Option Space"), and (ii) the terms for which Landlord proposes to so lease or
license (or permit to be leased or licensed) the Applicable Signage Option
Space.

                          (3)   Tenant shall have the option (the "Signage
Option") to lease or license the Applicable Signage Option Space on the terms
set forth in the Signage Option Notice by giving notice thereof (the "Signage
Response Notice") to Landlord not later than the thirtieth (30th) day after the
date that Landlord gives the Signage Option Notice to Tenant. Time shall be of
the essence as to the date by which Tenant must give the Signage Response Notice
to Landlord to exercise the Signage Option. If Tenant does not give the Signage
Response Notice to Landlord on or prior to the thirtieth (30th) day after the
date that Landlord gives the Signage Option Notice to Tenant, then Landlord
shall thereafter have the right to lease or license the Applicable Signage
Option Space (or any part thereof) for signage or advertising purposes to any
other party (subject, nevertheless, to Section 40.4 hereof) on terms acceptable
to Landlord in Landlord's sole discretion without being required to make any
other offer to Tenant regarding such Applicable Signage Option Space under this
Section 39.1(C); provided, however, that (X) if Landlord does not so lease or
license such Applicable Signage Option Space (or a part thereof) to another
party (which is not an Affiliate of Landlord) within two (2) years after the
date that Landlord gives the applicable Signage Option Notice to Tenant, then
Landlord shall not thereafter so lease or license (or permit to be so leased or
licensed) such Applicable Signage Option Space (or such part thereof) to another
party without first again complying with the procedure set forth in this Section
39.1(C), and (Y) if Landlord, during such two (2) year period, proposes to so
lease or license (or permit to be so leased or licensed) such Applicable Signage
Option Space to a third party on net economic terms that yield to Landlord less
than ninety percent (90%) of the terms that Landlord set forth in the Signage
Option Notice, then Landlord shall not so lease or license (or permit to be so
leased or licensed) such Applicable Signage Option Space to such third party
without first again offering such Applicable Signage

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Option Space to Tenant on the terms offered by such third party in accordance
with the procedure set forth in this Section 39.1(C)(3), except that the
aforesaid period of thirty (30) days shall be reduced to a period of ten (10)
days. Tenant shall not have the right to revoke a Signage Response Notice given
to Landlord pursuant to this Section 39.1(C).

                          (4)   Tenant shall not have the right to exercise
the Signage Option (and, accordingly (x) Landlord shall have no obligation to
give a Signage Option Notice to Tenant, and (y) Landlord shall have the right to
lease the Applicable Signage Option Space to any other party without first
offering the Signage Option Space to Tenant as contemplated by this Section
39.1(C)) if the Minimum Square Footage Requirement is not then satisfied. If
Tenant exercises the Signage Option, and the term of Tenant's lease or license
of the Applicable Signage Option Space extends beyond the Expiration Date, then
Landlord shall have the right to terminate Tenant's aforesaid lease or license
of the Applicable Signage Option Space effective as of the Expiration Date by
giving notice thereof to Tenant not later than the tenth (10th) day after the
Expiration Date (with the understanding that if Landlord so terminates Tenant's
aforesaid lease or license, then Landlord shall promptly refund to Tenant any
portion of the rental paid by Tenant thereunder that relates to the period from
and after the date that such lease or license so terminates). If Tenant
exercises the Signage Option, and, at any time thereafter, the Minimum Square
Footage Requirement is not then satisfied, then Landlord shall have the right to
terminate Tenant's aforesaid lease or license of the Applicable Signage Option
Space by giving notice thereof to Tenant not later than the tenth (10th) day
after the date that Tenant gives to Landlord notice to the effect that the
Minimum Square Footage Requirement is not then satisfied (with the understanding
that if Landlord so terminates Tenant's aforesaid lease or license, then
Landlord shall promptly refund to Tenant any portion of the rental paid by
Tenant thereunder that relates to the period from and after the date that such
lease or license so terminates).

      Section 39.2 Tenant shall be entitled to name the Premises, but not the
Building, it being understood that (i) the name chosen by Tenant for the
Premises shall be subject to Landlord's prior consent, and (ii) Landlord shall
not unreasonably withhold, delay, or condition such consent, provided that the
name proposed by Tenant does not unreasonably conflict with and is not easily
confused with the name that Landlord is then using or intends to use in respect
of the Building (so that if, for example, Landlord intends to name the Building
"Lexington Center," then Tenant could not name the Premises "Bloomberg Center").
Landlord agrees to publicly refer to Tenant's occupancy at the Premises by the
name chosen by Tenant and approved by Landlord pursuant to this Section 39.2.

      Section 39.3 Landlord shall cooperate reasonably with Tenant to obtain a
separate Lexington Avenue post office address for the Premises.

      Section 39.4 Subject to the terms of this Section 39.4, Tenant, during the
construction of the Building, shall have the right to erect on the construction
barrier reasonable signage solely identifying Bloomberg as a future occupant of
the Building. Landlord shall have the right to approve any such signage that
Tenant proposes to erect on the construction barrier, which approval Landlord
shall not unreasonably withhold, condition or delay, provided that Tenant's
proposed signage for the construction barrier is reasonably consistent with
other signage on the construction barrier. Tenant shall erect any such signage
at Tenant's sole cost and expense and in

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accordance with good construction practice. Tenant shall have the right to erect
such signage on the construction barrier solely to the extent (if any) permitted
by applicable Requirements. Tenant shall maintain any signage that Tenant erects
on the construction barrier as contemplated by this Section 39.4 in a
first-class manner. Tenant, at Tenant's sole cost and expense, shall remove, in
accordance with good construction practice, any such signage that Tenant erects
on the construction barrier, with reasonable promptness after Landlord gives
Tenant a Construction Notice relating thereto (it being understood that Landlord
shall not require Tenant to so remove such signage earlier than the date that
Landlord reasonably requires such signage to be removed in accordance with good
construction practice as the construction of the Building progresses). Tenant
acknowledges that (i) there exists a material likelihood that construction
activities will damage the aforesaid signage that Tenant installs on the
construction barrier, and (ii) accordingly, Tenant assumes the risk that such
damage will occur.

      Section 39.5 Subject to the terms of this Section 39.5, Landlord shall not
unreasonably withhold, condition or delay Landlord's approval of Tenant's
installation of a flag or banner in the Lexington Place Courtyard in the area
that is adjacent to the entrance to the Exclusive Lobby Area. Landlord shall
have the right to reject any such flag or banner proposed by Tenant if Landlord
reasonably determines that such flag or banner is inconsistent with the Building
Standard. Tenant shall install any such flag or banner that is approved by
Landlord in accordance with all applicable Requirements, the Rules and
Regulations and the terms of Article 3 hereof (as if such installation
constituted an Alteration). Tenant shall not have the right to install or
maintain any such flag or banner if Tenant does not satisfy the Minimum Square
Footage Requirement. Tenant shall maintain any such flag or banner that is
approved by Landlord in accordance with the Building Standard. Any such
installation of such flag or banner, and the maintenance thereof, in either case
as contemplated by this Section 39.5, shall be at Tenant's sole cost and
expense. Tenant, at Tenant's sole cost and expense, shall remove any such flag
or banner that Tenant installs in accordance with the terms of this Section
39.5, together with the appurtenant flagpole, supports and other similar
apparatus, upon the expiration or earlier termination of the Term, or promptly
after Tenant's right to maintain such flag or banner terminates under this
Section 39.5, as the case may be, and repair any damage to the Building caused
by such removal or the installation thereof; provided, however, that Landlord
shall have the right to require Tenant to not remove such flagpole, supports or
other apparatus by giving notice thereof to Tenant on or prior to the date that
Tenant so removes such flagpole, supports or other apparatus.

                                  ARTICLE 40
                             CERTAIN RESTRICTIONS

      Section 40.1 (A) Subject to the terms of this Article 40, Landlord shall
not sell the fee estate in the Entire Premises (or any portion thereof) to a
Primary Competitor. Subject to the terms of this Article 40, Landlord shall not
permit Direct Equity to be sold to a Primary Competitor. Subject to the terms of
this Article 40, Landlord shall not permit Indirect Equity to be sold to a
Primary Competitor; provided, however, that such limitation on the sale of
Indirect Equity shall not apply from and after the first day of the Public
Information Period.

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                    (B) Subject to the terms of this Article 40, Landlord shall
not sell the fee estate in the Entire Premises (or any portion thereof) to a
Regular Competitor unless Landlord has first complied with the procedure
described in this Section 40.1(B). Landlord shall institute the procedure
described in this Section 40.1(B) by delivering to Tenant a term sheet which
contains the name of such Regular Competitor and describes all of the material
economic terms of the applicable transaction, including, without limitation, the
selling price, the closing date, the amount of the downpayment, whether the
Regular Competitor's liability is limited to such downpayment if such Regular
Competitor defaults in respect of such proposed transaction, the effect of the
occurrence of an intervening casualty or condemnation on the proposed
transaction, and the party responsible for the payment of the various
transaction costs, in each case to the extent applicable (the transaction
described in such term sheet being referred to herein as the "Proposed
Competitor Asset Transaction"). Tenant shall have the right to consummate the
Proposed Competitor Asset Transaction with Landlord (in lieu of Landlord's
consummating the Proposed Competitor Asset Transaction with the Regular
Competitor) by giving notice thereof (the "Asset Acceptance Notice") to Landlord
on or prior to the twentieth (20th) day after the date that Landlord gives such
notice to Tenant (as to which period of twenty (20) days time shall be of the
essence). If Tenant fails to give Landlord an Asset Acceptance Notice prior to
the expiration of such period of twenty (20) days, then Landlord shall be free
to consummate the Proposed Competitor Asset Transaction with such Regular
Competitor on substantially the same economic terms as those set forth in the
aforesaid term sheet. If, however, (i) Landlord fails to consummate the Proposed
Competitor Asset Transaction within one (1) year after the expiration of such
period of twenty (20) days, or (ii) Landlord desires to consummate the Proposed
Competitor Asset Transaction on terms that are not substantially the same as
those set forth in the aforesaid term sheet, then Landlord shall be required to
again institute the procedure described in this Section 40.1(B) in respect
thereof. If Tenant gives an Asset Acceptance Notice to Landlord in respect of a
Proposed Competitor Asset Transaction, then Landlord and Tenant shall consummate
the Proposed Competitor Asset Transaction on the terms and within the time frame
set forth in the aforesaid term sheet (with the understanding that if Tenant
defaults in respect of Tenant's obligation to consummate the Proposed Competitor
Asset Transaction, then Tenant shall be liable to Landlord therefor, except to
the extent that the Regular Competitor's liability under the Proposed Competitor
Asset Transaction was limited to the downpayment pursuant to the aforesaid term
sheet).

                    (C) Subject to the terms of this Article 40, Landlord shall
not permit (i) Direct Equity to be sold to a Regular Competitor, or (ii)
Indirect Equity to be sold to a Regular Competitor, unless, in either case,
Landlord has first complied with the procedure described in this Section
40.1(C); provided, however, that the provisions of this Section 40.1(C) shall
not limit the sale of Indirect Equity from and after the first day of the Public
Information Period. Landlord shall institute the procedure described in this
Section 40.1(C) by delivering to Tenant a term sheet which contains the name of
such Regular Competitor, and describes all of the material economic terms of the
applicable transaction, including, without limitation, the selling price, the
closing date, the amount of the downpayment, whether the liability of the
Regular Competitor is limited to such downpayment if such Regular Competitor
defaults in respect of such proposed transaction, the effect of the occurrence
of an intervening casualty or condemnation on the proposed transaction, and the
party responsible for the payment of the various transaction costs,

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in each case to the extent applicable (the transaction described in such term
sheet being referred to herein as the "Proposed Competitor Equity Transaction").
Tenant shall have the right to consummate the Proposed Competitor Equity
Transaction (in lieu of Landlord's consummating the Proposed Competitor Equity
Transaction with the Regular Competitor) by giving notice thereof (the "Equity
Acceptance Notice") to Landlord on or prior to the twentieth (20th) day after
the date that Landlord gives such notice to Tenant (as to which period of twenty
(20) days time shall be of the essence). If Tenant fails to give Landlord an
Equity Acceptance Notice prior to the expiration of such period of twenty (20)
days, then Landlord shall be free to consummate the Proposed Competitor Equity
Transaction with such Regular Competitor on substantially the same economic
terms as those set forth in the aforesaid term sheet. If, however, (i) Landlord
fails to consummate the Proposed Competitor Equity Transaction within one (1)
year after the expiration of such period of twenty (20) days, or (ii) Landlord
desires to consummate the Proposed Competitor Equity Transaction on terms that
are not substantially the same as those set forth in the aforesaid term sheet,
then Landlord shall be required to again institute the procedure described in
this Section 40.1(C) in respect thereof. If Tenant gives an Equity Acceptance
Notice to Landlord in respect of a Proposed Competitor Equity Transaction, then
Landlord and Tenant shall consummate the Proposed Competitor Equity Transaction
on the terms and within the time frame set forth in the aforesaid term sheet
(with the understanding that if Tenant defaults in respect of Tenant's
obligation to consummate the Proposed Competitor Equity Transaction, then Tenant
shall be liable to Landlord therefor, except to the extent that the Competitor's
liability under the Proposed Competitor Equity Transaction was limited to the
downpayment pursuant to the aforesaid term sheet). As used herein, the term
"Direct Equity" shall mean the equity interests in the entity that constitutes
Landlord; provided, however, that Direct Equity shall not include any interests
in Landlord that have been distributed in a public offering of securities. As
used herein, the term "Indirect Equity" shall mean the equity interests in any
entity that directly or indirectly owns Direct Equity; provided, however, that
such equity interests in any such entity shall not constitute Indirect Equity if
such equity interests in such entity have been distributed in a public offering
of securities.

                    (D) Subject to the terms of Section 40.1(E) hereof and
Section 40.1 (F) hereof, Landlord shall not grant to a Competitor a Mortgage
that encumbers the interest owned by Landlord in the Entire Premises or any
portion thereof. Subject to the terms of Section 40.1(E) hereof and Section
40.1(F) hereof, Landlord shall not permit to be granted to any Competitor a
security interest in any Direct Equity. Subject to the terms of Section 40.1(E)
hereof and Section 40.1(F) hereof, Landlord shall not permit to be granted to
any Competitor a security interest in Indirect Equity.

                    (E) If Tenant at any time makes its financial information
available to the general public (either directly or by virtue of Tenant's making
filings with the Securities and Exchange Commission or by virtue of Tenant's
making disclosures for a public offering of securities in an offering memorandum
or other similar disclosure document) (the period of time commencing on the date
that Tenant makes its financial information available to the general public
being referred to herein as the "Public Information Period"), then references in
Section 40.1(D) hereof to the term "Competitor" shall be deemed to be references
to the term "Primary Competitor" only. Tenant acknowledges that the Public
Information Period shall be

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deemed to have commenced on the date that Tenant merges or consolidates into an
entity for which financial information is available to the general public
(either directly or by virtue of such entity's making filings with the
Securities and Exchange Commission or by virtue of such entity's making
disclosures for a public offering in securities in an offering memorandum or
other similar disclosure document).

                    (F) The terms of Section 40.1(A) hereof and Section 40.1(B)
hereof shall not apply to (a) a public or private sale of the Entire Premises
(or any portion thereof) by or on behalf of any Mortgagee, (b) the transfer of
the Entire Premises (or any portion thereof) by a deed in lieu of foreclosure,
or other similar transfer, to a Mortgagee or a Mortgagee's designee, or (c) any
sale of the Entire Premises (or any portion thereof) by any Person who obtained
title thereto in the manner described in clause (a) or clause (b) above (unless
such Person acquired title to the Entire Premises (or such portion thereof) in
such manner for the principal purpose of subsequently conveying the Entire
Premises (or such portion thereof) to a Competitor in contravention of the
provisions of this Section 40.1). The terms of Section 40.1(A) hereof and
Section 40.1(C) hereof shall not apply to (i) a public or private sale of the
Direct Equity (or any portion thereof) or Indirect Equity (or any portion
thereof) in either case by or on behalf of any Person that has a security
interest therein (an "Equity Creditor"), (ii) the transfer of the Direct Equity
(or any portion thereof) or the Indirect Equity (or any portion thereof) to an
Equity Creditor or an Equity Creditor's designee in satisfaction of the
indebtedness or obligations owed to such Equity Creditor in whole or in part, or
(iii) any sale of the Direct Equity (or any portion thereof) or the Indirect
Equity (or any portion thereof) in either case by any Person who obtained title
thereto in the manner described in clause (i) or clause (ii) above (unless such
Person acquired title to the Direct Equity (or such portion thereof) or the
Indirect Equity (or such portion thereof) in such manner for the principal
purpose of subsequently conveying the Direct Equity (or such portion thereof) or
such Indirect Equity (or such portion thereof) to a Competitor in contravention
of the provisions of this Section 40.1). The provisions of Section 40.1(D)
hereof shall not apply to a grant of a Mortgage by (i) a purchaser of the Entire
Premises (or any portion thereof) at a public or private sale held by or on
behalf of a Mortgagee, (ii) a Person that acquires the Entire Premises (or any
portion thereof) by a deed in lieu of foreclosure or other similar transfer, or
(iii) a Person that acquires the Entire Premises (or any portion thereof) from a
Person described in clause (i) or clause (ii) above (unless such Person acquired
title to the Entire Premises (or such portion thereof) in such manner for the
principal purpose of subsequently mortgaging the Entire Premises (or a portion
thereof) to a Competitor in contravention of the provisions of this Section
40.1). The provisions of Section 40.1(D) hereof shall not apply to a grant of a
security interest in the Direct Equity or the Indirect Equity by (I) a purchaser
of the Direct Equity (or any portion thereof) or the Indirect Equity (or any
portion thereof) at a public or private sale held by or on behalf of an Equity
Creditor, (II) a Person that acquires the Direct Equity (or any portion thereof)
or the Indirect Equity (or any portion thereof) in satisfaction of the
indebtedness or obligations owed to an Equity Creditor in whole or in part, or
(III) a Person that acquires the Direct Equity (or any portion thereof) or the
Indirect Equity (or any portion thereof) from a Person described in clause (I)
or clause (II) above (unless such Person acquired title to the Direct Equity (or
such portion thereof) or the Indirect Equity (or such portion thereof) in such
manner for the principal purpose of subsequently granting a security interest in
the Direct

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Equity (or a portion thereof) or the Indirect Equity (or such portion thereof)
to a Competitor in contravention of the provisions of this Section 40.1).

      Section 40.2 During the period prior to the Public Information Period,
Landlord shall not engage a Competitor as the property manager for the Premises.
During the period from and after the first day of the Public Information Period,
Landlord shall not engage a Primary Competitor as the property manager for the
Premises.

      Section 40.3 Subject to the terms of this Section 40.3, Landlord shall not
permit any Competitor to use for the conduct of its business any portion of the
Entire Premises or any other space located on Lower Level 3 of the Building,
Lower Level 2 of the Building, Lower Level 1 of the Building, the ground floor
of the Building, or the second (2nd) floor of the Building (such other space
located on Lower Level 3 of the Building, Lower Level 2 of the Building, Lower
Level 1 of the Building, the ground floor of the Building, or the second (2nd)
floor of the Building being referred to herein as the "Retail Area"), except
that the portion of the Retail Area located in the Third Avenue Building may be
so used by any Competitor which is not a Primary Competitor, provided such use
is not for a television, radio or Internet studio. Nothing contained in this
Section 40.3 shall require Landlord to prohibit a Person that is a Competitor
from using any portion of the Entire Premises or the Retail Area (a) unless such
Person constitutes a Competitor on the earlier of (x) the date that such Person
entered into occupancy of the applicable space, and (y) the date that such
Person entered into an agreement to occupy the applicable space, or (b) if such
Person occupies a portion of the Premises pursuant to a sublease by Tenant or an
assignment of Tenant's interest hereunder (it being understood that this clause
(b) does not limit Landlord's obligation not to permit any other Person that
constitutes a Competitor to use the Entire Premises or the Retail Area for the
conduct of business as provided in this Section 40.3). Landlord shall not permit
any Primary Competitor to use for the conduct of business any portion of the
Building (other than the Premises) that is being constructed by Landlord as part
of the Work for commercial office purposes (as reflected in the Schematic
Drawings) (including, without limitation, any Recapture Space or Subleasehold
Assignment Space with respect to which Landlord exercises Landlord's rights
under Article 12 hereof); provided, however, that nothing contained in this
Section 40.3 shall require Landlord to prohibit a Person that is a Primary
Competitor from using any such portion of the Building unless such Person
constitutes a Primary Competitor on the earlier of (x) the date that such Person
entered into occupancy of the applicable space, and (y) the date that such
Person entered into an agreement to occupy the applicable space.

      Section 40.4 Subject to the terms of this Section 40.4, Landlord shall not
erect, or permit the erection of, any signs on the exterior of the Building that
identify any of the Competitors. Nothing contained in this Section 40.4 shall
require Landlord to prohibit the erection of signs which identify a Person that
is a Competitor unless such Person constitutes a Competitor on the earliest of
(a) the date such signs are first erected on the exterior of the Building, (b)
the date, if any, such Person entered into occupancy of space at the Building,
and (c) the date, if any, that such Person entered into an agreement to occupy
space at the Building. Nothing contained in this Section 40.4 limits Landlord's
rights to install signs on the exterior of the Building for purposes of
identifying the occupant of any of the Retail Areas (provided such

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signs are reasonable and customary for a retail occupant). Landlord shall not
erect, or permit the erection of, any signs on the construction barriers that
are installed during the construction of the Building that identify any of the
Competitors (except to the extent reasonably determined by Landlord in
connection with a Competitor's occupancy or proposed occupancy of a portion of
the Retail Area in accordance with the terms hereof). Landlord shall not install
any signs in the interior of the Recovered Elevators that identify a Competitor.

      Section 40.5 Subject to the terms of this Section 40.5, if (i) an
Affiliate of Vornado Realty Trust ("VRT") owns the fee interest in the real
property known by the street address of 150 East 58th Street, New York, New
York, and (ii) VRT Controls Landlord, then Landlord shall not erect, or permit
the erection of, any signs on the exterior of the building located at 150 East
58th Street, New York, New York, which identify any Primary Competitor, except
for a sign that (a) identifies a Primary Competitor which is in occupancy of (or
which, pursuant to a written agreement, is then or will be entitled to be in
occupancy of ) space at such building, and (b) is customary in nature given such
occupancy (or anticipated occupancy pursuant to a written agreement with such
Competitor). Nothing contained in this Section 40.5 shall require Landlord to
prohibit the erection of signs which identify a Person that is a Primary
Competitor unless such Person constitutes a Primary Competitor on the earliest
of (i) the date such signs are first erected on the exterior of the building
located at 150 East 58th Street, (ii) the date such Person entered into
occupancy of space at such building, if applicable, and (iii) the date such
Person entered into an agreement to occupy space at such building. Landlord
hereby represents and warrants to Tenant that as of the date hereof (x) VRT's
Affiliate owns the fee interest in the real property known by the street address
of 150 East 58th Street, New York, New York, and (y) VRT Controls Landlord.

      Section 40.6 Subject to the terms of this Section 40.6, Landlord shall not
name, or permit to be named, the Building for a Competitor. Nothing contained in
this Section 40.6 shall prohibit the naming of the Building in a manner which
identifies a Person that is a Competitor unless such Person constitutes a
Competitor on the earlier of (a) the date on which the entire Building is so
named, and (b) the date on which Landlord (or the Condominium Association)
entered into an agreement to so name the entire Building.

      Section 40.7 Tenant shall have the right, from time to time, on no less
than ten (10) days of prior notice to Landlord, to remove any Person from the
List of Regular Competitors and insert thereon any other Person, provided that
(i) the Person that Tenant proposes to insert on the List of Regular Competitors
derives, in such Person's most recently ended fiscal year, more than one-half
(1/2) of its revenues from a business or from businesses in either case in
competition with Tenant's Core Business, and (ii) the number of Persons on the
List of Regular Competitors shall in no event exceed five (5). In no event may
Tenant replace any Person on the List of Primary Competitors or place any other
Person thereon, except that if any Person succeeds to the interest of a Person
on the List of Primary Competitors as a result of a merger or consolidation or
the sale of all or substantially all of the assets of such Primary Competitor,
then the List of Primary Competitors shall be updated to remove such Person
therefrom and place the Person surviving such merger or consolidation or such
sale thereon if such Person surviving such merger or consolidation or such sale
derives, in such Person's most recently ended fiscal year, more than

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one-half (1/2) of its revenues from a business or businesses in either case in
competition with Tenant's Core Business. Landlord may, from time to time,
request that Tenant update the List of Regular Competitors in accordance with
this Section 40.7. No later than ten (10) days after Landlord makes such
request, Tenant shall notify Landlord of any Person or Persons which Tenant
elects to remove from the List of Regular Competitors and any Person or Persons
which Tenant proposes to place thereon. For the nine (9) month period following
the expiration of such ten (10) day period, Tenant shall not be entitled to
update the List of Regular Competitors as contemplated by this Section 40.7.

      Section 40.8 Notwithstanding anything to the contrary contained in Section
40.1 hereof through Section 40.7 hereof, the provisions of Section 40.1 through
Section 40.7 hereof shall become ineffective if (i) the Minimum Square Footage
Requirement is not satisfied, or (ii) at any time, Tenant subleases all or any
portion of the Premises or assigns the tenant's interest under this Lease in
either case to a Primary Competitor (or otherwise permits a Primary Competitor
to use or occupy all or any portion of the Premises). If Tenant subleases all or
any portion of the Premises or assigns the tenant's interest under this Lease in
either case to a Competitor on the List of Regular Competitors (or otherwise
permits such Competitor to use or occupy all or any portion of the Premises),
then such Competitor shall no longer constitute a Competitor for purposes of
this Article 40.

      Section 40.9 Landlord shall not use or permit the use of any other portion
of the Building for (i) the sale of pornographic or obscene materials or for any
similar purpose or as a "massage parlor," "sex club" or "topless bar" or other
similar establishment, (ii) a facility for the sale of paraphernalia for use
with illicit drugs, or (iii) an off-track betting parlor; provided, however,
that nothing contained in this Section 40.9 limits Landlord's right to use or
permit to be used space in the Building to a newsstand, bookstore or other
similar establishment that constitutes a first-class retail establishment, but
nevertheless stocks books, magazines or other materials which, viewed alone, may
constitute pornography or obscene material, as long as a reasonable customer
would not consider the inventory of such bookstore, newsstand or other
establishment, as a whole, as pornographic or obscene.

      Section 40.10 Landlord shall not install, or permit to be installed, any
signs on the exterior of the Building that (x) do not conform with the Building
Standard, or (y) interfere with the views from windows in the Premises (except,
in either case, to the extent otherwise required by applicable Requirements).

      Section 40.11 Subject to Section 2.6 hereof, Landlord shall not install,
or permit to be installed, any exterior lighting for the Building that
interferes in any material respect with Tenant's use and occupancy of the
Premises.

      Section 40.12 Landlord, during the Term, shall not permit any portion of
the Building that is used for office purposes (other than the Premises) to be
used (1) for the business of photographic, multilith or multigraph reproductions
or offset printing, except in connection with, either directly or indirectly,
the occupant's own business and/or activities (provided that such occupant's
principal business is not photographic, multilith, or multigraph reproductions
or offset printing), (2) for a business that conducts retail trade on an
off-the-street basis, (3) as a restaurant

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or bar or for the sale of confectionery, soda or other beverages, sandwiches,
ice cream or baked goods or for the preparation, dispensing or consumption of
food or beverages in any manner whatsoever, except for consumption by the
occupant's partners, principals, members, agents, officers, employees and
business guests, (4) as an employment agency, executive search firm or similar
enterprise, labor union, school, or vocational training center (except for the
training of employees of such occupant), or (5) for any purpose that is
inconsistent with the Building Standard.

      Section 40.13 Subject to the terms of this Section 40.13, Landlord, during
the Term, shall not permit the portion of the facade of the Lexington Avenue
Building that is on the second (2nd) floor thereof and that is immediately above
the Lexington Avenue canopy to be used by the occupant of the second (2nd) floor
of the Lexington Avenue Building to display merchandise or otherwise erect
signage or other material that is intended principally for advertising or
promotion. Landlord shall construct the Building in a manner that integrates
into a single architectural component (i) the entrance to the Shared Lobby Area
on Lexington Avenue, and (ii) the portion of the facade of the Building at the
second (2nd) floor of the Lexington Avenue Building that is immediately above
such entrance to the Shared Lobby Area (with the understanding that Landlord,
during the Term, shall not alter or permit to be altered such portion of the
facade of the Lexington Avenue Building in a manner that would not integrate
such portions of the facade of the Lexington Avenue Building into a single
architectural component).

      Section 40.14 Landlord shall not permit any portion of the Retail Area
that fronts on the Lexington Place Courtyard to be used for a purpose that does
not conform with the Building Standard; provided, however, that the provisions
of this Section 40.14 shall not apply at any time that the Minimum Square
Footage Requirement is not satisfied.

      Section 40.15 Subject to the terms of this Section 40.15, Landlord shall
not permit another occupant of the Building that conducts retail trade to (i)
gain access to or egress from such occupant's space into the Shared Lobby Area
(except to the extent that (x) such access or egress is required to comply with
Requirements, and (y) such access or egress is used by such occupant only in the
case of an emergency), or (ii) install display windows or otherwise promote or
advertise its business in the Shared Lobby Area (it being the parties' intention
that Landlord shall not permit the Shared Lobby Area to be used for retail
purposes or to otherwise express the identity of retail occupants in the
Building). This Section 40.15 shall only apply during the period with respect to
which Tenant satisfies the Minimum Square Footage Requirement.

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                                  ARTICLE 41
                            GOVERNMENTAL INCENTIVES

      Landlord shall cooperate with Tenant in Tenant's efforts to negotiate,
implement and receive the benefits of an incentive package with various
Governmental Authorities, and to execute and deliver any supplements or
modifications to this Lease that are reasonably required in connection
therewith, provided that no such Lease modification or supplement shall (a)
increase any obligation of Landlord under this Lease, (b) adversely affect any
right of or benefit to Landlord under this Lease (except to a de minimis
extent), (c) relieve Tenant of or reduce any of its obligations under this
Lease, or (d) interfere in any material respect with Landlord's ability to
arrange financing for Landlord's interest in the Premises or to consummate the
Lease Conversion. Any and all fees, costs and expenses imposed by the applicable
Governmental Authority shall be borne solely by Tenant, and Tenant shall
reimburse Landlord within thirty (30) days of Landlord's demand therefor, for
any and all reasonable out-of-pocket fees, costs and expenses actually incurred
by Landlord in connection with Tenant's requests and in cooperating with Tenant
as provided in this Article 41, including, without limitation, the reasonable
costs and expenses of Landlord's counsel, consultants and professionals.
Notwithstanding anything herein contained to the contrary, any benefits obtained
by Tenant (or on behalf of Tenant) at Tenant's sole expense from any
Governmental Authority shall be solely for the benefit of Tenant and to the
extent that any of the same are granted to Landlord, Landlord shall assign (or
pay) the same promptly to Tenant. Nothing contained in this Article 41 limits or
expands Tenant's rights to use Section 421-a Benefits under Section 26.2(G)
hereof.

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                                  ARTICLE 42
                                  ROOF RIGHTS

      Section 42.1 Subject to the terms of this Article 42 and Article 22
hereof, Landlord shall not unreasonably withhold, delay or condition its consent
to Tenant's installing on the roof of the Lexington Avenue Building four (4)
microwave dishes with a diameter of three (3) feet each, together with related
equipment, mountings and supports, in a location on the roof of the Lexington
Avenue Building reasonably designated by Landlord for use solely by Tenant
(and/or other Permitted Occupants) (and not for resale purposes) (such four (4)
microwave dishes and such related equipment, mountings and supports being
collectively referred to herein as the "Basic Antennae"). The location on the
roof of the Lexington Avenue Building so reasonably designated by Landlord shall
be sufficient in size to accommodate the Basic Antennae (it being understood
that such location so designated by Landlord may consist of area on the roof of
the Lexington Avenue Building or on an antennae mast that Landlord constructs on
the roof of the Lexington Avenue Building) (the area so reasonably designated by
Landlord being referred to herein as the "Basic Antennae Site"). Landlord shall
not unreasonably withhold, condition or delay (or permit the Condominium
Association to unreasonably withhold, condition or delay) consent to Tenant's
installation of additional antennae and/or microwave and/or satellite dishes,
together with related equipment, mountings and supports (collectively, the
"Additional Antennae") in locations on the roof of the Lexington Avenue Building
other than the Basic Antennae Site (it being understood, however, that Landlord
(or the Condominium Association), in considering any such additional
installations of Additional Antennae in locations other than the Basic Antennae
Site, shall have the right to take into account the requirements of the Building
and the requirements of other occupants of the Building, or any such
requirements that Landlord (or the Condominium Association) reasonably expects
to arise in the foreseeable future) (any such additional location on the roof of
the Lexington Avenue Building where Landlord (or the Condominium Association)
consents to Tenant's installation of Additional Antennae being referred to
herein as the "Additional Antennae Site").

      Section 42.2 Tenant's rights to use of the Basic Antennae Site and any
Additional Antennae Site (the Basic Antennae Site and any Additional Antennae
Site being collectively referred to herein as the "Antennae Site") as
contemplated by this Article 42 shall be on a non-exclusive basis. In connection
with Tenant's installation of the Basic Antennae or the Additional Antennae
(collectively, "Antennae") in the Antennae Site, Landlord shall make available
(or shall cause the Condominium Association to make available) to Tenant
reasonable access to the roof of the Lexington Avenue Building for the
construction, installation, maintenance, repair, operation and use of the
Antennae. Except as otherwise expressly set forth in this Article 42, the
Antennae shall be deemed for all purposes of this Lease to be a Specialty
Alteration. Tenant shall perform Tenant's installation of the Antennae as
contemplated by this Section 42.1 in accordance with the provisions of Article 3
hereof. Tenant, as part of such installation, shall reinforce the structure of
the Lexington Avenue Building (including, without limitation, the roof of the
Lexington Avenue Building and the columns on the floors below such roof), to the
extent reasonably required by Landlord. All of the provisions of this Lease with
respect to Tenant's obligations hereunder shall apply to the installation, use
and maintenance of the Antennae, including, without limitation, provisions
relating to compliance with

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Requirements, insurance, indemnity, repairs and maintenance. The rights granted
to Tenant in this Article 42 shall not be assignable by Tenant separate and
apart from this Lease.

      Section 42.3 Tenant shall not be required to pay any license fee or other
similar charge for the Basic Antennae Site (it being understood, however, that
Tenant shall remain obligated to pay any other charges that are otherwise due to
Landlord under this Lease in connection therewith, including, without
limitation, amounts that are payable to Landlord under Article 3 hereof in
connection with Tenant's performance of Alterations in the Basic Antennae Site).
Tenant shall pay a fee (the "License Fee") to Landlord for its use of any
Additional Antennae Site in an annual amount equal to the Fair Market Rent
therefor, payable in equal monthly installments commencing on the date that
Landlord gives Tenant the use thereof and ending on the Expiration Date. If
Landlord grants to Tenant the right to install the Additional Antennae in any
Additional Antennae Site, then the parties shall determine the Fair Market Rent
therefor in accordance with Article 38 hereof.

      Section 42.4 Landlord retains the right to use the Antennae Site for any
reasonable purpose whatsoever, including, without limitation, for purposes of
running pipes, ducts, or other equipment through the Antennae Site, provided
that Landlord does not unreasonably interfere with the use of the Antennae Site
by Tenant (or the applicable Permitted Occupant) for the operation of the
Antennae. Tenant shall use the Antennae so as not to cause any material
interference to Landlord or other tenants or occupants in the Building, or
material interference with or material disturbance to the reception or
transmission of communication signals by or from any antennae, satellite dishes
or similar equipment installed by Landlord or any other tenant or occupant in
the Building, in either case prior to the date that the Antennae is installed,
or material damage to or material interference with the operation of the
Building or Building Systems. If, after any Antennae is installed by Tenant, it
is discovered that the Antennae causes any such interference, damage or
disturbance to any such antennae, satellite dishes, or similar equipment
installed by Landlord or any other tenant or occupant in the Building prior to
the date that the Antennae is installed, then Tenant, at its sole cost and
expense, shall relocate its Antennae from the Antennae Site to another area on
the roof reasonably designated by Landlord. If such interference or disturbance
still occurs despite such relocation, and, despite Landlord's diligent efforts,
there exists no reasonably practicable site on the roof of the Building for the
relocation of the Antennae, then Tenant, at its sole cost and expense, shall
promptly remove its Antennae from the Antennae Site, whereupon the rights
granted by Landlord to Tenant pursuant to this Article 42 shall terminate (and
any installment of the License Fee paid by Tenant to Landlord hereunder in
respect of any period of time after the date upon which Tenant so removes the
Antennae shall be credited by Landlord against Tenant's next installments of
Rental due hereunder). If Tenant fails to relocate or remove the Antennae as
required hereunder, then Landlord may do so, and Tenant shall reimburse Landlord
for any reasonable costs incurred by Landlord in connection therewith within
thirty (30) days after Landlord's request therefor and Landlord's submission to
Tenant of reasonable supporting documentation for such costs.

      Section 42.5 Landlord shall not have any obligations with respect to the
Antennae or compliance with any Requirements relating thereto (including,
without limitation, the obtaining of any required permits or licenses, or the
maintenance thereof). Landlord shall not be

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responsible for any damage that may be caused to Tenant or the Antennae by any
other tenant or occupants of the Building, or for any interference or
disturbance caused to the Antennae by any equipment installed on or in the
Building prior to the Antennae. Notwithstanding the foregoing, Landlord shall
use reasonable efforts to keep other tenants or occupants of the Building from
interfering with Tenant's occupancy of the Antennae Site or use of the Antennae,
provided that Landlord shall not be obligated to expend any funds or to
institute any proceedings in connection with such efforts by Landlord (it being
understood that such reasonable efforts shall include, without limitation,
managing the allocation of roof space among occupants of the Building, seeking
to restrict unauthorized access to the roof, and maintaining the roof free of
debris and other destructions to Tenant's operation and maintenance of the
Antennae to prevent interference from other devices). Landlord makes no
representation that the Antennae will be able to receive or transmit
communication signals without interference or disturbance (whether or not by
reason of the installation or use of similar equipment by others on the roof)
and Tenant agrees that Landlord shall not be liable to Tenant therefor.

      Section 42.6 Tenant, at Tenant's sole cost and expense, shall paint and
maintain the Antennae in white or such other color as Landlord shall determine
and shall install such lightning rods or air terminals on or about the Antennae
as Landlord may reasonably require; provided, however, that Landlord shall not
have the right to require Tenant to take steps under this Section 42.6 that have
an adverse effect on the operation of the Antennae.

      Section 42.7 Tenant shall (i) be solely responsible for any damage caused
to Landlord or any other Person or property as a result of the installation,
maintenance or use of the Antennae, (ii) promptly pay any tax, license, permit
or other fees or charges imposed pursuant to any Requirements relating to the
installation, maintenance or use of the Antennae, (iii) promptly comply with all
precautions and safeguards recommended by Landlord's insurance company and all
Governmental Authorities, and (iv) perform all necessary repairs or replacements
to, or maintenance of, the Antennae.

      Section 42.8 Tenant acknowledges and agrees that the privileges granted
Tenant under this Article 42 shall merely constitute a license and shall not,
now or at any time after the installation of the Antennae, be deemed to grant
Tenant (or any Permitted Occupant) a leasehold or other real property interest
in the Antennae Site or any portion of the roof of the Building. The license
granted to Tenant in this Article 42 shall automatically terminate and expire
upon the expiration or earlier termination of this Lease and the termination of
such license shall be self-operative and no further instrument shall be required
to effect such termination (it being agreed that the license granted pursuant to
this Article 42 shall not be terminated during any period of time that this
Lease is in full force and effect, except to the extent expressly provided in
this Article 42). The foregoing notwithstanding, upon request by Landlord,
Tenant, at Tenant's sole cost and expense, shall promptly execute and deliver to
Landlord, in recordable form, any certificate or other document confirming the
termination of Tenant's right to use the roof of the Building.

      Section 42.9 Landlord shall have the right to terminate Tenant's right to
use all or any portion of the Additional Antennae Site if, at any time after the
Last Rent Commencement Date, this Lease demises less than Three Hundred Fifty
Thousand (350,000) square feet of Rentable

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Area. Landlord shall have the right to terminate Tenant's right to use all or
any portion of the Antennae Site if, any time from and after the Last Rent
Commencement Date, this Lease demises less than One Hundred Thousand (100,000)
square feet of Rentable Area.

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      IN WITNESS WHEREOF, Landlord and Tenant have each duly executed and
delivered this Lease as of the day and year first above written.

                        SEVEN THIRTY ONE LIMITED PARTNERSHIP, Landlord

                        By:   Alexander's Department Stores of Lexington
                              Avenue, Inc., general partner

                              By:   /s/ Michael Fascitelli
                                    __________________________________________
                                    Name:  Michael Fascitelli
                                    Title: President

                        BLOOMBERG L.P., Tenant

                        By:   Bloomberg Inc., general partner

                              By:   /s/ Paul F. Darrah, Jr.
                                    __________________________________________
                                    Name:  Paul F. Darrah, Jr.
                                    Title: Director of Real Estate

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